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EXHIBIT 4.1C



AMENDMENT NO. 3



TO



RIGHTS AGREEMENT



DATED AS OF MAY 31, 2002



BETWEEN



MEDICIS PHARMACEUTICAL CORPORATION



AND



WELLS FARGO BANK MINNESOTA, N.A.,



AS SUCCESSOR-IN-INTEREST TO



AMERICAN STOCK TRANSFER & TRUST COMPANY,



AS RIGHTS AGENT



 







 











TABLE OF CONTENTS




	 	 	 	 	 
	Section 1. Certain Amendments
	 	 	2	 
	
	
	
	

	 
	 	 	 	 
	
	
	
	

	Section 2. Successors
	 	 	2	 
	
	
	
	

	 
	 	 	 	 
	
	
	
	

	Section 3. Benefits of this Amendment
	 	 	2	 
	
	
	
	

	 
	 	 	 	 
	
	
	
	

	Section 4. Severability
	 	 	2	 
	
	
	
	

	 
	 	 	 	 
	
	
	
	

	Section 5. Governing Law
	 	 	2	 
	
	
	
	

	 
	 	 	 	 
	
	
	
	

	Section 6. Counterparts
	 	 	2	 
	
	
	
	

	 
	 	 	 	 
	
	
	
	

	Section 8. Descriptive Headings
	 	 	2	 



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AMENDMENT NO. 3 TO RIGHTS AGREEMENT



         THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT, dated as of May 31, 2002 (this
“Amendment”), between Medicis Pharmaceutical Corporation, a Delaware
corporation (the “Company”), and Wells Fargo Bank Minnesota, N.A. (“Wells
Fargo”), a national banking association, as successor-in-interest to American
Stock Transfer & Trust Company, a New York corporation (“American Stock”), as
rights agent (the “Rights Agent”).


W I T N E S S E T H:



         WHEREAS, on August 17, 1995, the Board of Directors of the Company
authorized and declared a dividend of one preference share purchase right (a
“Right”) for each Class A Common Share, such capitalized term and all other
capitalized terms used herein having the meanings set forth or as provided in
Section 1 of the Rights Agreement, dated as of August 17, 1995, between the
Company and the Rights Agent (the “Rights Agreement”) and Class B Common Share
of the Company outstanding as of the Close of Business on August 30, 1995(the
“Record Date”), each Right representing the right to purchase one one-hundredth
of a Preference Share, upon the terms and subject to the conditions set forth
in the Rights Agreement, and further authorized and directed the issuance of
one Right with respect to each Class A Common Share and each Class B Common
Share that shall become outstanding between the Record Date and the earliest of
the Distribution Date, the Redemption Date and the Final Expiration Date; and


         WHEREAS, on August 17, 1995, the Company and the Rights Agent executed and
delivered the Rights Agreement; and


         WHEREAS, on April 15, 1996, the Company and the Rights Agent executed and
delivered Amendment No. 1 to Rights Agreement, which amended certain terms and
provisions of the original Rights Agreement; and


         WHEREAS, on March 17, 1997, the Company and the Rights Agent executed and
delivered Amendment No. 2 to Rights Agreement, which changed the rights agent
thereunder from American Stock to Norwest; and


         WHEREAS, the Board of Directors of the Company has determined that it is
in the best interests of the Company to change the definition of “Beneficial
Owner” as set forth in the Rights Agreement in the manner set forth below.


         NOW THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:


 







 



         SECTION 1. CERTAIN AMENDMENTS. The definition of “Beneficial Owner” as
set forth in Section 1(c)(3) of the Rights Agreement shall be amended to add
the following at the end of the last full paragraph of the definition:
“Notwithstanding anything in this definition of Beneficial Ownership to the
contrary, nothing contained in the foregoing definition shall cause a Person
ordinarily engaged in business as an underwriter or initial purchaser of
securities to be the “Beneficial Owner” of, or to “beneficially own” or to have
“Beneficial Ownership” of, any securities acquired in a bona fide firm
commitment underwriting or otherwise.”



         SECTION 2. SUCCESSORS. All the covenants and provisions of this Amendment
by or for the benefit of the Company or the Rights Agent shall bind and inure
to the benefit of their respective successors and assigns hereunder.



         SECTION 3. BENEFITS OF THIS AMENDMENT. Nothing in this Amendment shall be
construed to give to any Person other than the Company, the Rights Agent and
the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Class A Common Shares) any legal or equitable right,
remedy or claim under this Amendment; but this Amendment shall be for the sole
and exclusive benefit of the Company, the Rights Agent and the registered
holders of the Right Certificates (and, prior to the Distribution Date, the
Class A Common Shares).



         SECTION 4. SEVERABILITY. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.



         SECTION 5. GOVERNING LAW. This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State.



         SECTION 6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.



         SECTION 7. DESCRIPTIVE HEADINGS. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested by their respective officers thereunto duly
authorized as of the day and year first above written.



	 	 	 	 	 	 	 
	Attest:	 	 	 	MEDICIS PHARMACEUTICAL CORPORATION
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	By:	 	
/s/Marilyn A. Luby
	 	By:
	 	/s/Mark A. Prygocki, Sr.
	 	 	


	 	 	 	

	 	 	
Name: Marilyn A. Luby

Title: Exec. Asst. to EVP/CFO
	 	 	 	Name: Mark A. Prygocki, Sr.

Title: Exec. Vice Pres./CFO
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	Attest:	 	 	 	WELLS FARGO BANK MINNESOTA, N.A., as

successor-in-interest to AMERICAN STOCK

TRANSFER & TRUST COMPANY, as Rights

Agent
	
	
	
	

	 	 	 	 	 	 	 
	
	
	
	

	By:	 	
/s/Beverly A. Robinson
	 	By:
	 	/s/ Cindy Gesme
	 	 	


	 	 	 	

	 	 	
Name: Beverly A. Robinson

Title: Vice President
	 	 	 	Name: Cindy Gesme

Title: Account Manager/Officer




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