Letter to ICN Pharmaceuticals, Inc. From Iridian Asset Management LLC and Franklin Mutual Advisers, LLC

Business Wire, April 15, 2002

Business Editors

WESTPORT, Conn & SHORT HILLS, N.J.--(BUSINESS WIRE)--April 15, 2002

Iridian Asset Management LLC and Franklin Mutual Advisers, LLC, the investment manager for Franklin Mutual Series Fund Inc., released the text, set forth below, of the letter they sent today to Alan Charles, Executive Vice President of ICN Pharmaceuticals, Inc. (NYSE: ICN).

FROM: Iridian Asset Management LLC
      Franklin Mutual Advisers, LLC

"Dear Alan:"

    "We have read ICN's April 8th press release 'ICN Pharmaceuticals
    Attacks Rival Proxy Filing As Counterproductive to Restructuring
    Progress,' and are writing to correct certain inaccurate
    statements you make in it."

    "You state that we have 'refused' to discuss with ICN's
    recently-formed nominating committee our nominees for election to
    ICN's board. This statement is simply false. In fact, we and all
    of our nominees participated in a meeting with the committee's
    members on April 2, in Chicago. This meeting was organized by us
    expressly for the purpose of introducing our nominees. At a
    meeting held the same day, the committee determined that all of
    our nominees were 'qualified' - precisely the same determination
    that the committee came to with regard to Mr. Roderick Hills. We
    understand from several ICN directors that this report by the
    nominating committee was presented to, and accepted by, the full
    Board of ICN."

    "Additionally, your release states that we 'claim' that the
    Ribapharm IPO 'was timed in anticipation of a contest' and that
    'the ICN International business should have been separated first.'
    We have made no such claims, as you would learn if you read our
    proxy materials with any care."

    "Finally, we find quite remarkable the conclusion you draw
    regarding our intent: '...it is clear that this opposition slate
    was filed to disrupt the progress of the very restructuring that
    shareholders want.' Only the most jaundiced eye could arrive at a
    conclusion so directly in conflict with the basic premise on which
    our proxy materials and public statements are so clearly based."

                             "Sincerely,"

Iridian is an SEC-registered investment adviser located in Westport, CT. Iridian manages approximately $11 billion for institutional clients, pension funds, charitable foundations and endowments, and invests primarily in mid-cap and large-cap U.S. equities.

Franklin Mutual Advisers, LLC is a subsidiary of Franklin Resources, Inc. (NYSE:BEN), a global investment organization operating as Franklin Templeton Investments. Franklin Templeton provides global and domestic investment management services through its Franklin, Templeton, Mutual Series and Fiduciary Trust subsidiaries. The San Mateo, CA-based company has over 50 years of investment experience and more than $266 billion in assets under management as of February 28, 2002. For more information, please call 1-800/DIAL BEN(R) or visit franklintempleton.com.

In connection with the solicitation of proxies with respect to the 2002 annual meeting of stockholders of ICN Pharmaceuticals, Inc. ("ICN"), Iridian Asset Management LLC ("Iridian") and Franklin Mutual Advisers, LLC ("FMA") have filed with the Securities and Exchange Commission (the "SEC") a preliminary proxy statement, and will file with the SEC and will furnish to security holders of ICN a definitive proxy statement. Security holders are advised to read the proxy statement, when it becomes available, as it will contain important information. Security holders may obtain a free copy of the preliminary proxy statement, and will be able to obtain a free copy of the definitive proxy statement (when available) and other relevant documents filed with the SEC from the SEC website at www.sec.gov. Iridian and FMA also will provide to security holders of ICN a free copy of the definitive proxy statement when available.

Information concerning Iridian, FMA and certain of the executive officers, directors and affiliates of Iridian and FMA, as well as Richard H. Koppes, Robert W. O'Leary and Randy H. Thurman, Iridian's and FMA's proposed nominees for election, each of whom may be deemed to be a participant in a solicitation by Iridian and FMA of proxies with respect to ICN's 2002 annual meeting, including a description of their direct and indirect interests, by security holdings or otherwise, in the matters to be acted upon at the 2002 annual meeting, may be found in a preliminary proxy statement filed with the SEC by Iridian and FMA on April 8, 2002. Copies of this preliminary proxy statement are available from the SEC website at www.sec.gov.