Annual California Written Declaration of Compliance
Audit Committee Charter
California Comprehensive Compliance Program Policy
Code of Business Conduct and Ethics
Compliance Committee Charter
Corporate Governance Guidelines
Employee Development and Retention Committee Charter
Nominating and Governance Committee Charter
Stock Option and Compensation Committee Charter

CODE OF BUSINESS CONDUCT AND ETHICS

NOTE: This Code and related policies are current as of June 1, 2003. In adopting and publishing these guidelines, you should note that (1) in some respects our policies may exceed minimum legal requirements or industry practice, and (2) nothing contained in this Code should be construed as a binding definition or interpretation of a legal requirement or industry practice. This Code does not supersede in any way any Medicis Policy, Standard Operating Procedure or related item.

I. Introduction
All of our employees, officers and directors must read and use this Code of conduct to ensure that each business decision follows our commitment to the highest ethical standards and the law. Adherence to this Code and to our other official policies is essential to maintaining and furthering our reputation for fair and ethical practices among our customers, shareholders, employees and communities.

It is the responsibility of every one of us to comply with all applicable laws and regulations and all provisions of this Code and the related policies and procedures. Each of us must report any violations of the law or this Code. Failure to report such violations, and failure to follow the provisions of this Code, may have serious legal consequences and will be disciplined by the Company. Discipline may include termination of your employment.

This Code summarizes certain laws and the ethical policies that apply to all of our employees, officers and directors. Several provisions in this Code refer to more detailed policies that either (1) concern more complex Company policies or legal provisions or (2) apply to select groups of individuals within our Company. If these detailed policies are applicable to you, it is important that you read, understand, and comply with them. If you have questions as to whether any detailed policies apply to you, contact your immediate supervisor or our Corporate Compliance Officer.

Situations that involve ethics, values and violations of certain laws are often very complex. No single Code of conduct can cover every business situation that you will encounter. Consequently, we have implemented the compliance procedures outlined in the sections of this Code entitled “Administration of the Code” and “Asking for Help and Reporting Concerns.” The thrust of our procedures is when in doubt, ask. If you do not understand a provision of this Code, are confused as to what actions you should take in a given situation, or wish to report a violation of the law or this Code, you should follow these compliance procedures. These procedures will generally direct you to talk to either your immediate supervisor or our Corporate Compliance Officer. There are few situations that cannot be resolved if you discuss them with your immediate supervisor or our Corporate Compliance Officer in an open and honest manner.

After reading this Code, you should:

• 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.
  

In order to be able to accomplish these goals, we recommend that you take the following steps:

• 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 Corporate Compliance Officer

When you are faced with a situation and you are not clear as to what action you should take, ask yourself the following questions:

• 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?

Please note that this Code is not an employment contract and does not modify the employment relationship between you and us. We do not create any contractual or legal rights or guarantees by issuing these policies, and we reserve the right to amend, alter, or terminate policies at any time and for any reason.

To obtain additional copies of this Code, you may contact the Human Resources Department.

II. Compliance with Laws
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. Some of the most serious 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, 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. If you believe that a conversation with a competitor enters an inappropriate area, end the conversation at once.
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 Corporate Compliance Officer.

III. Conflicts of Interest
All of us must be able to perform our duties and exercise judgment on behalf of our Company without influence or impairment, or the appearance of influence or impairment, due to any activity, interest or relationship that arises outside of work. Put more simply, when our loyalty to our Company is affected by actual or potential benefit or influence from an outside source, a conflict of interest exists. We should all be aware of any potential influences that impact or appear to impact our loyalty to our Company. In general, you should avoid situations where your personal interests conflict, or appear to conflict, with those of our Company.

Any time you believe a conflict of interest may exist, you must disclose the potential conflict of interest to your immediate supervisor, our Vice President of Human Resources or our Corporate Compliance Officer. Any activity that is approved, despite the actual or apparent conflict, must be documented. A potential conflict of interest that involves an executive officer must be approved by our Board of Directors or its designated committee. A potential conflict of interest involving an officer with the title of Vice President and above must be approved by our Corporate Compliance Officer.

It is not possible to describe every conflict of interest, but some situations that could cause a conflict of interest include:

• 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.
• 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 Corporate 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 Corporate 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
• 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 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 Corporate 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 Corporate 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 CEO.

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. You may not direct these kinds of business opportunities to our competitors, to other third parties or to other businesses that you own or are affiliated with.

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
We are dedicated to treating fairly and impartially all persons and firms with whom we do business. Therefore, our employees must not give or receive gifts, entertainment or gratuities that could influence or be perceived to influence business decisions. Misunderstandings can usually be avoided by conduct that makes clear that our Company conducts business on an ethical basis and will not seek or grant special considerations. Interactions with physicians and other healthcare professionals are governed by our Compliance Program Guidance Policy for Pharmaceutical Sales Representative. Any questions concerning gifts, entertainment or related items should be submitted to our Corporate Compliance Officer.

V. Fair Dealing
We have built a reputation as a trustworthy and ethical member of our community and our industry. We are committed to maintaining the highest levels of integrity and fairness within our Company. When we fail to negotiate, perform or market in good faith, we may seriously damage our reputation and lose the loyalty of our customers or shareholders. You must conduct business honestly and fairly and not take unfair advantage of anyone through any misrepresentation of material facts, manipulation, concealment, abuse of privileged information, fraud or other unfair business practice.

VI. Securities Laws and Insider Trading
We are a public company that is subject to a number of laws concerning the purchase and sale of our stock and other publicly traded securities. The procedures and limitations on the purchase and sale of our stock are set forth in our Securities Trading Policy.

VII. Responding to Inquiries from the Press and Others
Our Company is subject to laws that govern the timing of our disclosures of material information to the public and others. Only certain designated employees may discuss our Company with the news media, securities analysts and investors. All inquiries from outsiders regarding financial or other information about our Company should be referred to our Manager of Investor Relations & Corporate Communications.

For more information about our policy concerning press, shareholder and other inquiries, you should refer to our Disclosure Committee Policy, or contact our Manager of Investor Relations & Corporate Communications.

VIII. Political Activity
We will fully comply with all political contribution laws. Company funds may not be used for contributions of any kind to any political party or committee or to any candidate or holder of any government position (national, state or local) unless such contribution is permitted by law. Please contact our Chief Financial Officer to determine whether a specific Company contribution is permitted.

IX. Safeguarding Corporate Assets
We have a responsibility to protect Company assets entrusted to us from loss, theft, misuse and waste. Company assets and funds may be used only for business purposes and may never be used for illegal purposes. Incidental and infrequent personal use of telephones, fax machines, copy machines, personal computers, e-mail and similar equipment is generally allowed if: 1. there is no significant added cost to us; 2. it does not interfere with your work responsibilities; and 3. it is not related to an illegal activity or outside business. If you become aware of theft, waste or misuse of our assets or funds or have any questions about your proper use of them, you should immediately speak with your supervisor.

It is also important that you protect the confidentiality of Company information. Confidential or proprietary information includes all information that is not generally known to the public and is helpful to the Company, or would be helpful to competitors. Proprietary information should be marked accordingly, kept secure and access limited to those who have a need to know in order to do their jobs.

Our business relations are built on trust, and our customers and suppliers depend on that trust. If you learn information from them that is not otherwise public, you should keep that information confidential also.

We must all be sensitive to the impact of comments made over the Internet through public forums such as chat rooms and bulletin boards. In such forums, you may not post or respond to any information about the Company including, but not limited to, comments about our products, stock performance, operational strategies, financial results, customers or competitors, even in response to a false statement or question. This applies whether you are at work or away from the office. Our Company owns all e-mail messages that are sent from or received through the Company’s systems. We may monitor your messages and may be required to disclose them in the case of litigation or governmental inquiry.

X. Equal Employment Opportunity and Anti-Harassment
We are committed to providing equal employment opportunities for all our employees and will not tolerate any speech or conduct that is intended to, or has the effect of, discriminating against or harassing any qualified applicant or employee because of his or her race, color, religion, gender, national origin, age, physical or mental disability, veteran status or any characteristic protected by law. We will not tolerate discrimination or harassment by anyone, including managers, supervisors and co-workers. This policy extends to every phase of the employment process, including: recruiting, hiring, training, promotion, compensation, benefits, transfers, discipline and termination, layoffs, recalls and Company-sponsored educational, social and recreational programs, as applicable. If you observe conduct that you believe is discriminatory or harassing, or if you feel you have been the victim of discrimination or harassment, you should notify the Vice President of Human Resources immediately.

For more information concerning our anti-discrimination and anti-harassment policies, you should refer to our Employee Manual. We will not tolerate or permit retaliation against any employee for filing a good faith complaint under our anti-discrimination and anti-harassment policies or for cooperating in an investigation. To the fullest extent possible, the Company will keep complaints and the terms of their resolution confidential. If an investigation confirms harassment or discrimination has occurred, the Company will take corrective action against the offending individual or individuals, including such discipline up to and including immediate termination of employment, as appropriate.

XI. Health, Safety, and the Environment
We are committed to providing safe and healthy working conditions by following all occupational health and safety laws governing our activities.
We believe that management and each and every employee have a shared responsibility in the promotion of health and safety in the workplace. You should follow all safety laws and regulations, as well as Company safety policies and procedures. You should immediately report any accident, injury or unsafe equipment, practices or conditions to your immediate supervisor and also to the Benefits and Compensation Administrator.

XII. Accuracy of Company Records
All information you record or report on our behalf, whether for our purposes or for third parties, must be done accurately and honestly. All of our records (including accounts and financial statements) must be maintained in reasonable and appropriate detail, must be kept in a timely fashion, and must appropriately reflect our transactions. Falsifying records or keeping unrecorded funds and assets is a severe offense and may result in prosecution of you and/or the Company, and loss of employment. When a payment is made, it can only be used for the purpose spelled out in the supporting document.

Information derived from our records is provided to our shareholders and investors as well as government agencies. Thus, our accounting records must conform not only to our internal control and disclosure procedures but also to generally accepted accounting principles and other laws and regulations, such as those of the Internal Revenue Service and the Securities and Exchange Commission. Our public communications and the reports we file with the Securities and Exchange Commission and other government agencies should contain information that is full, fair, accurate, timely and understandable in light of the circumstances surrounding disclosure.

Our internal and external auditing functions help ensure that our financial books, records and accounts are accurate. Therefore, you should provide our accounting department, internal auditing staff, audit committee and independent public accountants with all pertinent information that they may request. We encourage open lines of communication with our audit committee, accountants and auditors and require that all our personnel cooperate with them to the maximum extent possible. It is unlawful for you to fraudulently influence, induce, coerce, manipulate or mislead our independent public accountants for the purpose of making our financial statements misleading.

XIII. Record Retention
Our records should be retained or discarded in accordance with our record retention policies and all applicable laws and regulations. From time to time we are involved in legal proceedings that may require us to make some of our records available to third parties. Our legal counsel will assist us in releasing appropriate information to third parties and provide you (or your supervisor) with specific instructions. It is a crime to alter, destroy, modify or conceal documentation or other objects that are relevant to a government investigation or otherwise obstruct, influence or impede an official proceeding. The law applies equally to all of our records, including formal reports as well as informal data such as e-mail, expense reports and internal memos. If the existence of a subpoena or a pending government investigation is known or reported to you, you should immediately contact our Assistant General Counsel and you must retain all records that may pertain to the investigation or be responsive to the subpoena. For further information, you should refer to our Document Retention Policy, which is available from our Office Services Manager.

XIV. Protection from Retaliation
We will not retaliate against anyone who, in good faith, notifies us of a possible violation of law or this Code, nor will we tolerate any harassment or intimidation of any employee who reports a suspected violation. You are protected from retaliation by this Code of Business Conduct and Ethics. You are also protected by law from retaliation due to any complaint you may make, including complaints relating to workplace safety, the environment and corporate fraud (such as falsifying financial records, providing false information to shareholders, and hiding or stealing corporate assets) to any of the following:

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

You are also protected from retaliation due to your assisting in an investigation of any alleged violation or participating in any lawsuit arising from a complaint or investigation. Actions, without proper justification, that may be viewed as retaliation may include:

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

XV. Administration of the Code
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.

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. 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. 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 Corporate Compliance Officer who has authority to decide whether to grant a waiver. However, a waiver of any provision of this Code for a director or an executive 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.

XVI. Asking for Help and Reporting Concerns
We take this Code seriously and consider its enforcement to be among our highest priorities, but we also acknowledge that it is sometimes difficult to know right from wrong. That’s why we encourage open communication. When in doubt, ask. Whenever you have a question or concern, are unsure about what the appropriate course of action is, or if you believe that a violation of the law or this Code has occurred:

• 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 Corporate Compliance Officer.