I. Introduction

• Have a thorough knowledge of the Code’s terms and provisions. 
• Be able to recognize situations that present legal or ethical dilemmas.
• Be able to deal effectively with questionable situations in conformity with this Code.

• Read the entire Code of conduct thoroughly. 
• Think about how the provisions of this Code apply to your job, and consider how you might handle situations to avoid illegal, improper or unethical actions. 
• If you have questions, ask your immediate supervisor or our Chief Compliance Officer. 

• Does the action comply with this Code?
• How will your decision affect others, including our customers, shareholders, employees and the community?
• How will your decision look to others?
• How would you feel if your decision were made public? Could the decision be honestly explained and defended?

First and foremost, our policy is to behave in an ethical manner and comply with all laws, rules and government regulations that apply to our business.  Although we address several important legal topics in this Code, we cannot anticipate every possible situation or cover every topic in detail.  It is your responsibility to know and follow the law and conduct yourself in an ethical manner.  It is also your responsibility to report any violations of the law or this Code.  You may report such violations by following the compliance procedures contained in the section of the Code entitled, “Asking for Help and Reporting Concerns.”

FDA Laws

FDA laws are designed to ensure that companies, such as Medicis, develop, manufacture, market and sell safe and effective prescription and over-the-counter drugs and devices within the United States.  The Company not only adheres to the minimum standards set by the FDA but also strives to exceed those standards.  Questions concerning compliance with FDA regulatory requirements should be forwarded to our Regulatory Affairs Manager or our Legal Department.

Antitrust Laws

Antitrust laws are designed to ensure a fair and competitive marketplace by prohibiting various types of anticompetitive behavior.  Our policy is to compete vigorously and ethically while complying with all antitrust, monopoly, competition or cartel laws in all countries, states or localities in which we conduct business. 

In general, U.S.   antitrust laws forbid agreements or actions “in restraint of trade.”  All employees should be familiar with the general principles of the U.S.   antitrust laws.  The following is a summary of actions that are violations of U.S. antitrust laws:

• Price Fixing.  Medicis may not agree with its competitors to raise, lower or stabilize prices or any element of price, including discounts and credit terms. 
• Limitation of Supply.  Medicis may not agree with its competitors to limit its production or restrict the supply of its services.
• Allocation of Business.  Medicis may not agree with its competitors to divide or allocate markets, territories or customers.
• Boycott.  Medicis may not agree with its competitors to refuse to sell or purchase products from third-parties.  In addition, Medicis may not prevent a customer from purchasing or using non-Company products or services.
• Tying.  Medicis may not require a customer to purchase a product that it does not want as a condition to the sale of a different product that the customer does wish to purchase.

Some of the most serious of these antitrust offenses occur between competitors, such as agreements to fix prices or to divide customers, territories or markets.  Accordingly, it is important to avoid discussions with our competitors regarding pricing, terms and conditions, costs, marketing plans, production facilities or capabilities, bids for a particular contract or program, customers and any other proprietary or confidential information.  Unlawful agreements need not be written.  They can be based on informal discussions or the mere exchange of information with a competitor.  As such, you should exercise caution in meetings with competitors.  Any meeting with a competitor may give rise to the appearance of impropriety.  You should try to meet with competitors in a closely monitored, controlled environment for a limited period of time, and the contents of your meeting should be fully documented.  If you believe that a conversation with a competitor enters an inappropriate area, end the conversation at once and report the matter to our Chief Compliance Officer.

It is important to exercise caution when attending meetings of professional organizations and trade associations at which competitors are present.  Attending meetings of professional organizations and trade associations is both legal and proper, if such meetings have a legitimate business purpose.  At such meetings, you should not discuss pricing policy or other competitive terms, plans for new or expanded facilities or any other proprietary, competitively sensitive information.

Violations of antitrust laws carry severe consequences and may expose the Company and employees to substantial civil damages, criminal fines and, in the case of individuals, prison terms.  Therefore, whenever any question arises as to application of antitrust laws, you should consult with our Legal Department, and any agreements with possible antitrust implications should be made only with the prior approval of legal counsel.

Anticorruption Laws

Conducting business with governments is not the same as conducting business with private parties.  What may be considered an acceptable practice in the private business sector may be improper or illegal when dealing with government officials.  Improper or illegal payments to government officials are prohibited.  “Government officials” includes employees of any government anywhere in the world, even low-ranking employees or employees of government-controlled entities, as well as political parties and candidates for political office.  If you deal with such persons or entities, you should consult with our Legal Department to be sure that you understand these laws before providing anything of value to a government official.

If you have any questions concerning any possible reporting or compliance obligations, or with respect to your own duties under the law, you should not hesitate to call and seek guidance from our Chief Compliance Officer. 

III. Conflicts of Interest

• Conducting Company business with family members;
• Having a financial interest in another company with whom we do business;
• Taking a second job;
• Managing your own business;
• Serving as a director of another business; and
• Diverting a business opportunity from our Company to another company. 

If you have any questions concerning any of these or other potential conflicts of interest, contact your immediate supervisor or our Chief Compliance Officer.

Conducting Company Business with Family Members

A conflict of interest may arise if a family member works for a supplier, customer or other third-party with whom we do business.  It also may be a conflict if a family member has a significant financial interest in a supplier, customer or other third-party with whom we do business.  A “significant financial interest” is defined below.  Before doing business on our behalf with an organization in which a family member works or has a significant financial interest, an employee must disclose the situation to his or her immediate supervisor or our Chief Compliance Officer and discuss it with them.  Document the approval if it is granted.  If the only interest you have in a customer or supplier is because a family member works there, then you do not need to disclose the relationship or obtain prior approval unless you deal with the customer or supplier.

“Family Member” means any member of your immediate family sharing the same household and includes:

• Spouse;
• Parents;
• Children;
• Brothers or sisters;
• In-laws; and
• Life partner. 

Employing relatives or close friends who report directly to you may also be a conflict of interest.  Although our Company encourages employees to refer candidates for job openings, employees who may influence a hiring decision must avoid giving an unfair advantage to anyone with whom they have a personal relationship.  In particular, supervisors should not hire relatives or attempt to influence any decisions about the employment or advancement of people related to or otherwise close to them, unless they have disclosed the relationship to their immediate supervisor and our Senior Vice President of Human Resources who have approved the decision.

Ownership in Other Businesses

Investments can cause a conflict of interest.  In general, you should not own, directly or indirectly, a significant financial interest in any company that does business with us or seeks to do business with us.  You also should not own a significant financial interest in any of our competitors.

Two tests determine if a “significant financial interest” exists:

• You or a family member owns more than 1% of the outstanding stock of a business or you or a family member has or shares discretionary authority with respect to the decisions made by that business; or
• The investment represents more than 5% of your total assets or of your family member's total assets. 

If you or a family member has a significant financial interest in a company with whom we do business or propose to do business, that interest must be approved by our Chief Compliance Officer prior to the transaction.

Notwithstanding the foregoing, non-employee directors of our Company and their family members may have significant financial interests in or be affiliates of suppliers, customers, competitors and third-parties with whom we do business or propose to do business.  However, a director must:

• Disclose any such relationship promptly after the director becomes aware of it;
• Remove himself or herself from any Board activity that directly impacts the relationship between our Company and any such company with respect to which the director has a significant financial interest or is an affiliate; and
• Obtain prior approval of the Board of Directors or a designated committee for any transaction of which the director is aware between our Company and any such company. 

Outside Employment

Sometimes our employees desire to take additional part-time jobs or do other work after hours.  This kind of work does not in and of itself violate our Code.  However, it is not encouraged and the second job must be strictly separated from your job with us, and must not interfere with your ability to devote the time and effort needed to fulfill your duties to us as our employee.  You cannot engage in any outside activity that causes competition with us or provides assistance to our competitors or other parties (such as suppliers) with whom we regularly do business.  You should avoid outside activities that embarrass or discredit us.  Outside work may never be done on Company time and must not involve the use of our supplies or equipment, or other Company assets such as intellectual property or “know-how”.  Additionally, you should not attempt to sell services or products from your second job to us.

Before engaging in a second line of work, you should disclose your plans to your immediate supervisor and the Vice President of our Human Resources Department to confirm that the proposed activity is not contrary to our best interests.

Service on Boards

Serving as a director of another for-profit corporation may create a conflict of interest.  Being a director or serving on a standing committee of some organizations, including government agencies, also may create a conflict.

Before accepting an appointment to the board or a committee of any organization whose interests may conflict with our Company’s interests, you must discuss it with our Chief Compliance Officer and obtain prior approval, with the exception of non-employee directors of our Company.  Non-employee directors of our Company may not accept an appointment to the board of an organization whose interests are not consistent with our Company’s interests (such as another pharmaceutical company, healthcare provider, pharmaceutical wholesaler or distributor, supplier or customer) without the prior consent of the Company’s Chairman and Chief Executive Officer.

Business Opportunities

Business opportunities relating to the kinds of products and services we usually sell or the activities we typically pursue that arise during the course of your employment or through the use of our property or information belong to us.  Similarly, other business opportunities that fit into our strategic plans or satisfy our commercial objectives that arise under similar conditions also belong to us.  If you discover or are presented with a business opportunity through the use of corporate property, information or because of your position with the Company, you should first present the business opportunity to the Company before pursuing the opportunity in your individual capacity.  You may not direct these kinds of business opportunities to our competitors, to other third-parties, to other businesses that you own or are affiliated with or otherwise use such opportunities for personal gain.

You should disclose to your supervisor the terms and conditions of each business opportunity covered by this Code that you wish to pursue.  Your supervisor will contact the Chief Compliance Officer and the appropriate management personnel to determine whether the Company wishes to pursue the business opportunity.  If Medicis waives its right to pursue the business opportunity, you may pursue the business opportunity on the same terms and conditions as originally proposed and consistent with the other ethical guidelines set forth in this Code.

Loans

Unlawful extensions of credit by our Company in the form of personal loans to our executive officers or directors are prohibited.

IV. Gifts and Entertainment

• Contribution of Funds.  You may contribute your personal funds to political parties or candidates.  The Company will not reimburse you for personal political contributions. 
• Volunteer Activities.  You may participate in volunteer political activities during non-work time, but may not participate in political activities during working hours.
• Use of Company Facilities.  Company facilities may not be used for political activities (including fundraisers or other activities related to running for office).  The Company may make its facilities available for limited political functions, including speeches by government officials and political candidates, with the approval of the General Counsel or Chief Compliance Officer. 
• Use of Company Name.  When you participate in political affairs, you should be careful to make it clear that your views and actions are your own, and not made on behalf of Medicis.  For instance, Company letterhead should not be used to send out personal letters in connection with political activities.

• A federal regulatory or law enforcement agency;
• A member or committee of Congress;
• To your supervisor; or
• To the Chief Compliance Officer. 

• Discharge;
• Demotion;
• Suspension;
• Threats;
• Harassment; or
• Any other manner of discrimination. 

Distribution

This Code will be delivered to all of our directors, officers and employees upon its adoption by the Company, and to all new employees, officers and directors at the start of their employment or relationship with the Company.  Updates of the Code will be distributed to all directors, officers and employees.  The Code is also accessible on our website, at http://www.medicis.com/company/ ethics.asp.

Role of Supervisors and Officers

Supervisors and officers have important roles under this Code and are expected to demonstrate their personal commitment to this Code by fostering a workplace environment that promotes compliance with the Code and by ensuring that employees under their supervision participate in our Company’s compliance training programs.

Reporting Violations

All employees are obliged to report violations of this Code or the law and to cooperate in any investigations into such violations.  If you know of or suspect a violation of this Code, immediately report the conduct to your supervisor.  Your supervisor will contact the Chief Compliance Officer or the General Counsel, who will work with you and your supervisor to investigate your concern.  If you do not feel comfortable reporting the conduct to your supervisor or you do not get a satisfactory response, you may contact our Chief Compliance Officer or General Counsel directly.  We prefer that you give your identity when reporting violations to allow the Company to contact you in the event further information is needed to pursue an investigation, and your identity will be maintained in confidence to the extent practicable under the circumstances and consistent with enforcing this Code.  However, you may anonymously report violations.

Investigations

We will initiate a prompt investigation following any credible indication that a breach of law or this Code may have occurred.  We will also initiate appropriate corrective action as we deem necessary, which may include notifying appropriate authorities.

Disciplinary Action

If you violate any provision of this Code, you may be subject to disciplinary action, up to and including discharge.  This determination will be based upon the facts and circumstances of each particular situation.  If you are accused of violating this Code, you will be given an opportunity to present your version of the events at issue prior to any determination of appropriate discipline.  Please be aware that we may seek legal remedies from you and if your violation results in damage to us (including, without limitation, monetary loss, damage to reputation, loss of business opportunities and/or disclosure of confidential information), you may be required to reimburse us for that loss as well as any consequential losses.  If you are involved in a violation, the fact that you reported the violation, together with the degree of cooperation displayed by you and whether the violation is intentional or unintentional, will be given consideration in our investigation and any resulting disciplinary action.

Approvals

Approvals required under this Code should be documented (memorialized in writing).

Waivers

Any request for a waiver of this Code must be submitted in writing to our Chief Compliance Officer who has authority to decide whether to grant a waiver.  However, a waiver of any provision of this Code for a director, executive officer or other principal financial officer must be approved by our Board of Directors or its designated committee and will be promptly disclosed to the extent required by law or regulation.

Certification

All new employees must sign a certificate confirming that they have read and understand this Code.  We will also require an annual certification of compliance with the Code by all officers with the title of Executive Vice President or above.  However, failure to read the Code or sign a confirmation certificate does not excuse you from complying with this Code.

• You should talk with your immediate supervisor.  He or she may have the information you need, or may be able to refer the matter to an appropriate source, including the Legal Department as circumstances warrant. 
• If you are uncomfortable talking with your immediate supervisor, you may also contact any officer of our Company with whom you feel comfortable, the Human Resources Department or our Chief Compliance Officer. 

* Or appropriate reporting person.