<PAGE>
                          REGISTRATION RIGHTS AGREEMENT
                            Dated as of June 4, 2002
                                 By and Between
                       MEDICIS PHARMACEUTICAL CORPORATION
                                 as the Company,
                                       and
                          DEUTSCHE BANK SECURITIES INC.
                            as the Initial Purchaser
                2.5% Contingent Convertible Senior Notes Due 2032
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>   <C>                                                                        <C>
1.    Definitions...........................................................      1

2.    Shelf Registration....................................................      4

3.    Liquidated Damages....................................................      6

4.    Registration Procedures...............................................      7

5.    Registration Expenses.................................................     13

6.    Indemnification.......................................................     14

7.    Rules 144 and 144A....................................................     18

8.    Underwritten Registrations............................................     18

9.    Miscellaneous.........................................................     18
</TABLE>
<PAGE>
                          REGISTRATION RIGHTS AGREEMENT


            This Registration Rights Agreement (this "AGREEMENT") is dated as of
June 4, 2002, by and between MEDICIS PHARMACEUTICAL CORPORATION, a Delaware
corporation (the "COMPANY"), and DEUTSCHE BANK SECURITIES INC. (the "INITIAL
PURCHASER").

            This Agreement is entered into in connection with that certain
Purchase Agreement, dated May 29, 2002 (the "PURCHASE AGREEMENT"), by and
between the Company and the Initial Purchaser, which provides for the sale by
the Company to the Initial Purchaser of $350,000,000 aggregate principal amount
of the Company's 2.5% Contingent Convertible Senior Notes Due 2032 (the "FIRM
SECURITIES"), which are convertible into Class A common stock of the Company,
par value $0.014 per share (together with the Rights (as defined in the Purchase
Agreement), the "UNDERLYING SHARES"), plus up to an additional $50,000,000
aggregate principal amount of the same which the Initial Purchaser may
subsequently elect to purchase pursuant to the terms of the Purchase Agreement
(the "OPTION SECURITIES" and together with the Firm Securities, the
"SECURITIES"). The Securities are being issued pursuant to an Indenture dated as
of the date hereof (the "INDENTURE"), by and between the Company and Deutsche
Bank Trust Company Americas, as trustee.

            In order to induce the Initial Purchaser to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement for the benefit of the Initial Purchaser and certain
subsequent holder or holders of the Securities or Underlying Shares as provided
herein. The execution and delivery of this Agreement is a condition to the
Initial Purchaser's obligation to purchase the Firm Securities under the
Purchase Agreement.

            The parties hereby agree as follows:

1.    Definitions.  As used in this Agreement, the following terms shall have
the following meanings:

            AGREEMENT:  See the first introductory paragraph hereto.

            AMOUNT OF REGISTRABLE SECURITIES: (a) With respect to Securities
constituting Registrable Securities, the aggregate principal amount of all such
Securities outstanding, (b) with respect to Underlying Shares constituting
Registrable Securities, the aggregate number of such Underlying Shares
outstanding multiplied by the Conversion Price (as defined in the Indenture
relating to the Securities upon the conversion of which such Underlying Shares
were issued) in effect at the time of computing the Amount of Registrable
Securities or, if no such Securities are then outstanding, the last Conversion
Price that was in effect under such Indenture when any such Securities were last
outstanding, and (c) with respect to combinations thereof, the sum of (a) and
(b) for the relevant Registrable Securities.

            BUSINESS DAY:  Any day that is not a Saturday, Sunday or a day on
which banking institutions in New York are authorized or required by law to be
closed.

            CLOSING DATE:  June 4, 2002.
<PAGE>
            COMPANY:  See the first introductory paragraph hereto.

            DAMAGES PAYMENT DATE:  See Section 3(c) hereof.

            DEPOSITARY:  The Depository Trust Company until a successor is
appointed by the Company.

            EFFECTIVENESS DATE:  The 180th day after the Closing Date.

            EFFECTIVENESS PERIOD:  See Section 2(a) hereof.

            EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

            FILING DATE:  The 90th day after the Closing Date.

            HOLDER:  Any holder of Registrable Securities.

            INDEMNIFIED HOLDER:  See Section 6 hereof.

            INDEMNIFIED PERSON:  See Section 6 hereof.

            INDEMNIFYING PERSON:  See Section 6 hereof.

            INDENTURE:  See the second introductory paragraph hereto.

            INITIAL PURCHASER:  See the first introductory paragraph hereto.

            INITIAL SHELF REGISTRATION:  See Section 2(a) hereof.

            INSPECTORS:  See Section 4(n) hereof.

            LIQUIDATED DAMAGES:  See Section 3(a) hereof.

            NASD:  See Section 4(q) hereof.

            NOTICE AND QUESTIONNAIRE: means a written notice delivered to the
Company containing substantially the information called for by the Form of
Selling Securityholder Notice and Questionnaire attached as Appendix A to the
Offering Memorandum of the Company dated May 29, 2002 relating to the
Securities.

            PERSON: An individual, partnership, corporation, limited liability
company, unincorporated association, trust or joint venture, or a governmental
agency or political subdivision thereof.

            PROSPECTUS: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or


                                       2
<PAGE>
supplemented by any prospectus supplement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

            PURCHASE AGREEMENT:  See the second introductory paragraph hereto.

            QIU:  See Section 4(q) hereof.

            RECORDS:  See Section 4(n) hereof.

            REGISTRABLE SECURITIES: All Securities and all Underlying Shares
upon original issuance thereof and at all times subsequent thereto until the
earliest to occur of (i) a Registration Statement covering such Securities and
Underlying Shares having been declared effective by the SEC and such Securities
and Underlying Shares having been disposed of in accordance with such effective
Registration Statement, (ii) such Securities and Underlying Shares having been
sold in compliance with Rule 144 or could (except with respect to affiliates of
the Company within the meaning of the Securities Act) be sold in compliance with
Rule 144(k), or (iii) such Securities and any Underlying Shares ceasing to be
outstanding.

            REGISTRATION DEFAULT:  See Section 3(a) hereof.

            REGISTRATION STATEMENT: Any registration statement of the Company
filed with the SEC pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

            RULE 144: Rule 144 promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

            RULE 144A: Rule 144A promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule 144)
or regulation hereafter adopted by the SEC.

            RULE 415: Rule 415 promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

            SEC:  The Securities and Exchange Commission.

            SECURITIES:  See the second introductory paragraph hereto.

            SECURITIES ACT:  The Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.


                                       3
<PAGE>
            SELLING HOLDER: On any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.

            SHELF REGISTRATION:  See Section 2(b) hereof.

            SHELF REGISTRATION STATEMENT:  See Section 2(b) hereof.

            SUBSEQUENT SHELF REGISTRATION:  See Section 2(b) hereof.

            TIA:  The Trust Indenture Act of 1939, as amended, and the rules
and regulations of the SEC promulgated thereunder.

            TRUSTEE:  The Trustee under the Indenture.

            UNDERLYING SHARES:  See the second introductory paragraph hereto.

            UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration
in which securities of the Company are sold to an underwriter for reoffering to
the public.

2.    Shelf Registration.
      -------------------

            (a) Shelf Registration. The Company shall file with the SEC a
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 covering all of the Registrable Securities (the "INITIAL SHELF
REGISTRATION") on or prior to the Filing Date.

            The Initial Shelf Registration shall be on Form S-3 or another
appropriate form permitting registration of such Registrable Securities for
resale by Holders in the manner or manners designated by them (including,
without limitation, one or more underwritten offerings). The Company shall not
permit any securities other than the Registrable Securities to be included in
the Initial Shelf Registration or any Subsequent Shelf Registration (as defined
below).

            The Company shall use all reasonable efforts to cause the Initial
Shelf Registration to be declared effective under the Securities Act on or prior
to the Effectiveness Date and to keep such Initial Shelf Registration
continuously effective under the Securities Act until the date that is two years
from the Closing Date (as it may be shortened pursuant to clause (i) or clause
(ii) immediately following, the "EFFECTIVENESS PERIOD"), or such shorter period
ending when (i) all of the Registrable Securities covered by the Initial Shelf
Registration have been sold in the manner set forth and as contemplated in the
Initial Shelf Registration, (ii) the date on which all the Registrable
Securities (x) held by Persons who are not affiliates of the Company may be
resold pursuant to Rule 144(k) under the Securities Act, or any successor
provision, or (y) cease to be outstanding, or (iii) a Subsequent Shelf
Registration covering all of the Registrable Securities has been declared
effective under the Securities Act.

            (b) Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration (as defined below) ceases to
be effective for any reason at any time during the Effectiveness Period (other
than because of the sale of all of the securities registered thereunder), the
Company shall use all reasonable efforts to obtain the prompt withdrawal of any
order suspending the effectiveness thereof, and in any event shall within 45


                                       4
<PAGE>
days of such cessation of effectiveness amend the Initial Shelf Registration in
a manner to obtain the withdrawal of the order suspending the effectiveness
thereof, or file an additional "shelf" Registration Statement pursuant to Rule
415 covering all of the Registrable Securities (a "SUBSEQUENT SHELF
REGISTRATION"). If a Subsequent Shelf Registration is filed, the Company shall
use all reasonable efforts to cause the Subsequent Shelf Registration to be
declared effective under the Securities Act as soon as practicable after such
filing and to keep such Registration Statement continuously effective for a
period equal to the number of days in the Effectiveness Period less the
aggregate number of days during which the Initial Shelf Registration or any
Subsequent Shelf Registration was previously continuously effective. As used
herein, the term "SHELF REGISTRATION" means the Initial Shelf Registration and
any Subsequent Shelf Registration and the term "SHELF REGISTRATION STATEMENT"
means any Registration Statement filed in connection with a Shelf Registration.

            (c) Supplements and Amendments. The Company shall promptly
supplement and amend the Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of the majority in Amount of Registrable Securities
covered by such Registration Statement or by any underwriter of such Registrable
Securities.

            (d) Notice and Questionnaire. Each Holder agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration Statement
and related Prospectus, it will do so only in accordance with this Section 2(d)
and Section 4 hereof. Each Holder wishing to sell Registrable Securities
pursuant to a Shelf Registration Statement and related Prospectus agrees to
deliver a Notice and Questionnaire to the Company at least three (3) Business
Days prior to any intended distribution of Registrable Securities under the
Shelf Registration Statement. From and after the date the Initial Shelf
Registration Statement is declared effective, the Company shall, as promptly as
practicable after the date a Notice and Questionnaire is delivered, and in any
event upon the later of (x) five (5) Business Days after such date or (y) five
(5) Business Days after the expiration of any Deferral Period in effect when the
Notice and Questionnaire is delivered or put into effect within five (5)
Business Days of such delivery date:

                  (i) if required by applicable law, file with the SEC a
post-effective amendment to the Shelf Registration Statement or prepare and, if
required by applicable law, file a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other required document so that the Holder delivering such Notice and
Questionnaire is named as a selling securityholder in the Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of the Registrable Securities in
accordance with applicable law and, if the Company shall file a post-effective
amendment to the Shelf Registration Statement, use all reasonable efforts to
cause such post-effective amendment to be declared effective under the
Securities Act as promptly as is practicable, but in any event by the date (the
"AMENDMENT EFFECTIVENESS DEADLINE DATE") that is forty-five (45) days after the
date such post-effective amendment is required by this clause to be filed;

                  (ii)  provide such Holder copies of any documents filed
pursuant to Section 2(d)(i); and


                                       5
<PAGE>
                  (iii) notify such Holder as promptly as practicable after the
effectiveness under the Securities Act of any post-effective amendment filed
pursuant to Section 2(d)(i);

provided that if such Notice and Questionnaire is delivered during a Deferral
Period (as defined in Section 3(b)), the Company shall so inform the Holder
delivering such Notice and Questionnaire and shall take the actions set forth in
clauses (i), (ii) and (iii) above upon expiration of the Deferral Period.
Notwithstanding anything contained herein to the contrary, (i) the Company shall
be under no obligation to name any Holder that has not delivered a Notice and
Questionnaire to the Company in accordance with this Section 2(d) and (ii) the
Amendment Effectiveness Deadline Date shall be extended by up to ten (10)
Business Days from the expiration of a Deferral Period (and the Company shall
incur no obligation to pay Liquidated Damages during such extension) if such
Deferral Period shall be in effect on the Amendment Effectiveness Deadline Date.

3.    Liquidated Damages.

            (a) The Company and the Initial Purchaser agree that the Holders of
Registrable Securities will suffer damages if the Company fails to fulfill
certain of its obligations under Section 2 hereof and that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly,
the Company agrees to pay liquidated damages on the Registrable Securities
("LIQUIDATED DAMAGES") under the circumstances and to the extent set forth below
(each of which shall be given independent effect; each a "REGISTRATION
DEFAULT"):

                  (i) if the Initial Shelf Registration is not filed on or prior
to the Filing Date, then commencing on the day after the Filing Date, Liquidated
Damages shall accrue on the Registrable Securities at a rate of 0.50% per annum
on the Amount of Registrable Securities;

                  (ii) if the Initial Shelf Registration is not declared
effective by the SEC on or prior to the Effectiveness Date, then commencing on
the day after the Effectiveness Date, Liquidated Damages shall accrue on the
Registrable Securities at a rate of 0.50% per annum on the Amount of Registrable
Securities; and

                  (iii) if a Shelf Registration has been declared effective and
such Shelf Registration ceases to be effective at any time during the
Effectiveness Period (other than as permitted under Section 3(b)), then
Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.5%
per annum on the Amount of Registrable Securities;

provided, however, that Liquidated Damages on the Registrable Securities may not
accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any
one time; and provided further, however, that (1) upon the filing of the Initial
Shelf Registration as required hereunder (in the case of clause (a)(i) of this
Section 3), (2) upon the effectiveness of the Initial Shelf Registration as
required hereunder (in the case of clause (a)(ii) of this Section 3), or (3)
upon the effectiveness of a Shelf Registration which had ceased to remain
effective (in the case of (a)(iii) of this Section 3), Liquidated Damages on the
Registrable Securities as a result of such clause (or the relevant subclause
thereof), as the case may be, shall cease to accrue. It is understood and agreed
that,


                                       6
<PAGE>
notwithstanding any provision to the contrary, no Liquidated Damages shall
accrue on any Registrable Securities that are then covered by an effective Shelf
Registration Statement.

            (b) Notwithstanding paragraph (a) of this Section 3, the Company
shall be permitted to suspend the effectiveness of a Registration Statement
covering the Registrable Securities for any reason whatsoever for up to 30
consecutive days (the "DEFERRAL PERIOD") in any 90 day period, for a total of
not more than 90 days in any twelve-month period, without paying Liquidated
Damages.

            (c) So long as Securities remain outstanding, the Company shall
notify the Trustee within two Business Days after each and every date on which
an event occurs in respect of which Liquidated Damages is required to be paid.
Any amounts of Liquidated Damages due pursuant to clause (a)(i), (a)(ii) or
(a)(iii) of this Section 3 will be payable in cash semi-annually on each June 4
and December 4 (each, a "DAMAGES PAYMENT DATE"), commencing with the first such
date occurring after any such Liquidated Damages commences to accrue, to Holders
to whom regular interest is payable on such Damages Payment Date, with respect
to Securities that are Registrable Securities, and to Persons that are
registered Holders on the May 19 or November 19 immediately prior to a Damages
Payment Date with respect to Underlying Shares that are Registrable Securities.
The amount of Liquidated Damages for Registrable Securities will be determined
by multiplying the applicable rate of Liquidated Damages by the Amount of
Registrable Securities outstanding on the Damages Payment Date following such
Registration Default in the case of the first such payment of Liquidated Damages
with respect to a Registration Default (and thereafter at the next succeeding
Damages Payment Date until the cure of such Registration Default), multiplied by
a fraction, the numerator of which is the number of days such Liquidated Damages
rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

4.    Registration Procedures.

            In connection with the filing of any Registration Statement pursuant
to Section 2 hereof, the Company shall effect such registrations to permit the
sale of the securities covered thereby in accordance with the intended method or
methods of disposition thereof, and pursuant thereto and in connection with any
Registration Statement filed by the Company hereunder the Company shall:

            (a) Prepare and file with the SEC, on or prior to the Filing Date, a
Registration Statement or Registration Statements as prescribed by Section 2
hereof, and use all reasonable efforts to cause each such Registration Statement
to become effective and remain effective as provided herein; provided, however,
that before filing any Registration Statement or Prospectus or any amendments or
supplements thereto, the Company shall furnish to and afford the Holders of the
Registrable Securities covered by such Registration Statement and the managing
underwriter or underwriters, if any, a reasonable opportunity to review copies
of all such documents proposed to be filed (in each case, where possible, at
least five Business Days prior to such filing, or such later date as is
reasonable under the circumstances). The Company shall not file any Registration
Statement or Prospectus or any amendments or supplements thereto if the Holders
of a majority in Amount of Registrable Securities covered by such


                                       7
<PAGE>
Registration Statement or the managing underwriter or underwriters, if any,
shall reasonably object.

            (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration, as may be necessary to keep such
Registration Statement continuously effective for the Effectiveness Period;
cause the related Prospectus to be supplemented by any Prospectus supplement
required by applicable law, and as so supplemented to be filed pursuant to Rule
424 (or any similar provisions then in force) promulgated under the Securities
Act; and comply with the provisions of the Securities Act and the Exchange Act
applicable to it with respect to the disposition of all Registrable Securities
covered by such Registration Statement as so amended or in such Prospectus as so
supplemented. The Company shall be deemed not to have used all reasonable
efforts to keep a Registration Statement effective during the Effectiveness
Period if it voluntarily takes any action that would result in Selling Holders
of the Registrable Securities covered thereby not being able to sell such
Registrable Securities during that period unless such action is required by
applicable law or unless the Company complies with this Agreement, including
without limitation the provisions of Section 4(k) hereof.

            (c) Notify the Selling Holders, a single counsel to such Holders
(chosen in accordance with Section 5(b) and the managing underwriter or
underwriters, if any, promptly (but in any event within two Business Days), (i)
when a Prospectus or any prospectus supplement or post-effective amendment has
been filed, and, with respect to a Registration Statement or any post-effective
amendment, when the same has become effective under the Securities Act
(including in such notice a written statement that any Holder may, upon request,
obtain, at the sole expense of the Company, one conformed copy of such
Registration Statement or post-effective amendment including financial
statements and schedules, documents incorporated or deemed to be incorporated by
reference and exhibits), (ii) of the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus or the initiation
of any proceedings for that purpose, (iii) of the happening of any event, the
existence of any condition or any information becoming known that makes any
statement made in such Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading and (iv) of the
Company's determination that a post-effective amendment to a Registration
Statement would be appropriate.

            (d) Use all reasonable efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of a Prospectus and, if any such order is
issued, to use all reasonable efforts to obtain the withdrawal of any such order
at the earliest possible moment, and provide immediate notice to


                                       8
<PAGE>
the Selling Holders and the managing underwriter or underwriters, if any, of the
withdrawal of any such order.

            (e) If requested by the managing underwriter or underwriters, if
any, or the Holders of the majority in Amount of Registrable Securities being
sold in connection with an underwritten offering (i) promptly incorporate in a
prospectus supplement or post-effective amendment such information as the
managing underwriter or underwriters (if any), or such Holders reasonably
determine is necessary to be included therein, (ii) make all required filings of
such prospectus supplement or such post-effective amendment as soon as
reasonably practicable after the Company has received notification of the
matters to be incorporated in such prospectus supplement or post-effective
amendment and (iii) supplement or make amendments to such Registration
Statement.

            (f) Furnish to each Selling Holder, a single counsel to such Holders
(chosen in accordance with Section 5(b)) and the managing underwriter or
underwriters, if any, at the sole expense of the Company, one conformed copy of
the Registration Statement or Registration Statements and each post-effective
amendment thereto, including financial statements and schedules, and, if
requested, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits.

            (g) Deliver to each Selling Holder, a single counsel to such Holders
(chosen in accordance with Section 5(b)) and the managing underwriter or
underwriters, if any, at the sole expense of the Company, as many copies of the
Prospectus (including each form of preliminary prospectus) and each amendment or
supplement thereto and any documents incorporated by reference therein as such
Persons may reasonably request; and, subject to the second paragraph of Section
4(s) hereof, the Company hereby consents to the use of such Prospectus and each
amendment or supplement thereto by each of the Selling Holders of Registrable
Securities and the managing underwriter or underwriters or agents, if any, and
dealers (if any), in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement thereto.

            (h) Prior to any public offering of Registrable Securities, to use
all reasonable efforts to register or qualify, to the extent required by
applicable law, and to cooperate with the Selling Holders and the managing
underwriter or underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities or offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any selling Holder, or the managing underwriter or underwriters, if any,
reasonably request; provided, however, that where Registrable Securities are
offered other than through an underwritten offering, the Company agrees to cause
the Company's counsel to perform Blue Sky investigations and file registrations
and qualifications required to be filed pursuant to this Section 4(h), keep each
such registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by the
applicable Registration Statement; provided, however, that the Company shall not
be required to (A) qualify generally to do business in any jurisdiction where


                                       9
<PAGE>
it is not then so qualified, (B) take any action that would subject it to
general service of process in any such jurisdiction where it is not then so
subject or (C) subject itself to taxation in excess of a nominal dollar amount
in any such jurisdiction where it is not then so subject.

            (i) Cooperate with the Selling Holders and the managing underwriter
or underwriters, if any, and their respective counsel to facilitate the timely
preparation and delivery of certificates representing shares of Registrable
Securities to be sold, which certificates shall not bear any restrictive legends
and shall be in a form eligible for deposit with The Depository Trust Company;
and enable such shares of Registrable Securities to be in such denominations and
registered in such names as the managing underwriter or underwriters, if any, or
Holders may reasonably request.

            (j) Use all reasonable efforts to cause the Registrable Securities
covered by any Shelf Registration Statement to be registered with or approved by
such other governmental agencies or authorities as may be reasonably necessary
to enable the Selling Holder or Holders thereof or the managing underwriter or
underwriters, if any, to consummate the disposition of such Registrable
Securities, except as may be required solely as a consequence of the nature of
such selling Holder's business, in which case the Company will cooperate in all
reasonable respects with the filing of such Registration Statement and the
granting of such approvals.

            (k) Upon the occurrence of any event contemplated by paragraph
4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, as promptly as practicable prepare and
(subject to Section 4(a) hereof) file with the SEC, at the sole expense of the
Company, a supplement or post-effective amendment to the Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed
to be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Securities
being sold thereunder, any such Prospectus will not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

            (l) Prior to the effective date of the first Registration Statement
relating to the Registrable Securities, (i) provide the Trustee with
certificates for the Registrable Securities in a form eligible for deposit with
The Depository Trust Company and (ii) provide a CUSIP number for the Registrable
Securities.

            (m) In connection with any underwritten offering of Registrable
Securities pursuant to a Shelf Registration, enter into an underwriting
agreement as is customary in underwritten offerings of securities similar to the
Registrable Securities and take all such other actions as are reasonably
requested by the managing underwriter or underwriters in order to expedite or
facilitate the registration or the disposition of such Registrable Securities
and, in such connection, (i) make such representations and warranties to, and
covenants with, the managing underwriter or underwriters with respect to the
business of the Company and its subsidiaries (including any acquired business,
properties or entity, if applicable) and the Registration Statement, Prospectus
and documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by issuers to underwriters in
underwritten offerings of securities similar to the Registrable Securities and
confirm the same in writing if and when requested; (ii) obtain the written
opinion of counsel to the Company and written updates thereof in form, scope and
substance reasonably satisfactory to the managing


                                       10
<PAGE>
underwriter or underwriters, addressed to the managing underwriter or
underwriters covering the matters customarily covered in opinions requested in
underwritten offerings of securities similar to the Registrable Securities and
such other matters as may be reasonably requested by the managing underwriter or
underwriters; and (iii) obtain "cold comfort" letters and updates thereof in
form, scope and substance reasonably satisfactory to the managing underwriter or
underwriters from the independent certified public accountants of the Company
(and, if necessary, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company for which
financial statements and financial data are, or are required to be, included or
incorporated by reference in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
underwritten offerings of securities similar to the Registrable Securities and
such other matters as reasonably requested by the managing underwriter or
underwriters as permitted by the Statement on Auditing Standards No. 72. The
above shall be done as and to the extent required by such underwriting
agreement.

            (n) Make available for inspection by any Selling Holder of such
Registrable Securities being sold, any managing underwriter or underwriters
participating in any such disposition of Registrable Securities, if any, and any
attorney, accountant or other agent retained by any such Selling Holder or
underwriter (collectively, the "INSPECTORS"), at the offices where normally
kept, during reasonable business hours at such time or times as shall be
mutually convenient for the Company and the Inspectors as a group, all financial
and other records, pertinent corporate documents and instruments of the Company
and its subsidiaries (collectively, the "RECORDS") as shall be reasonably
necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the Company
and its subsidiaries to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement. Records that the
Company determines, in good faith, to be confidential and any Records that it
notifies the Inspectors are confidential shall not be disclosed by any Inspector
unless (i) the disclosure of such Records is necessary to avoid or correct a
material misstatement or material omission in such Registration Statement, (ii)
the release of such Records is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction, (iii) disclosure of such information is,
in the opinion of counsel for any Inspector, necessary or advisable in
connection with any action, claim, suit or proceeding, directly involving or
potentially involving such Inspector and arising out of, based upon, relating
to, or involving this Agreement or any transactions contemplated hereby or
arising hereunder or (iv) the information in such Records has been made
generally available to the public other than through the acts of such Inspector;
provided, however, that prior notice shall be provided as soon as practicable to
the Company of the potential disclosure of any information by such Inspector
pursuant to clauses (ii) or (iii) of this sentence to permit the Company to
obtain a protective order (or waive the provisions of this paragraph (n)). Each
Inspector shall take such actions as are reasonably necessary to protect the
confidentiality of such information (if practicable) to the extent such actions
are otherwise not inconsistent with, an impairment of or in derogation of the
rights and interests of the Holder or any Inspector, unless and until such
information in such Records has been made generally available to the public
other than as a result of a breach of this Agreement.


                                       11
<PAGE>
            (o) Provide (i) the Holders of the Registrable Securities to be
included in such Registration Statement and not more than one counsel for all
the Holders of such Registrable Securities chosen in accordance with Section
5(b), (ii) the managing underwriter or underwriters (which term, for purposes of
this Registration Rights Agreement, shall include a Person deemed to be an
underwriter within the meaning of Section 2(11) of the Securities Act), if any,
thereof, (iii) the sales or placement agent, if any, thereof, and (iv) one
counsel for such underwriters or agents, reasonable opportunity to participate
in the preparation of such Registration Statement, each prospectus included
therein or filed with the SEC, and each amendment or supplement thereto.

            (p) Comply with all applicable rules and regulations of the SEC and
make generally available to its security holders earning statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Securities are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.

            (q) Cooperate with each Selling Holder of Registrable Securities
covered by any Registration Statement and the managing underwriter or
underwriters, if any, participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the National Association of Securities Dealers, Inc. (the
"NASD"), including, if the Conduct Rules of the NASD or any successor thereto as
amended from time to time so require, engaging a "qualified independent
underwriter" ("QIU") as contemplated therein and making Records available to
such QIU as though it were a participating underwriter for the purposes of
Section 4(n) and otherwise applying the provisions of this Agreement to such QIU
(including indemnification) as though it were a participating underwriter.

            (r) Cause the Indenture to be qualified under the TIA not later than
the effective date of the first Registration Statement relating to the
Registrable Securities; and in connection therewith, cooperate with the Trustee
and the Holders of the Registrable Securities and their respective counsel to
effect such changes to the Indenture as may be required for the Indenture to be
so qualified in accordance with the terms of the TIA; and execute, and use all
reasonable efforts to cause the Trustee to execute, all documents as may be
required to effect such changes and all other forms and documents required to be
filed with the SEC to enable the Indenture to be so qualified in a timely
manner.

            (s) Use all reasonable efforts to take all other steps necessary or
advisable to effect the registration of the Registrable Securities covered by a
Registration Statement contemplated hereby.

            Each Holder agrees, by acquisition of the Registrable Securities,
that no Holder shall be entitled to sell any of such Registrable Securities
pursuant to a Registration Statement or to receive a Prospectus relating
thereto, unless such Holder has furnished the Company with a


                                       12
<PAGE>
Notice and Questionnaire as required pursuant to Section 2(d) hereof (including
the information required to be included in such Notice and Questionnaire) and
the information set forth in the next sentence. Each Selling Holder agrees
promptly to furnish to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such
Selling Holder not misleading and any other information regarding such Selling
Holder and the distribution of such Registrable Securities as the Company may
from time to time reasonably request. Any sale of any Registrable Securities by
any Holder shall constitute a representation and warranty by such Holder that
the information relating to such Holder and its plan of distribution is as set
forth in the Prospectus delivered by such Holder in connection with such
disposition, that such Prospectus does not as of the time of such sale contain
any untrue statement of a material fact relating to or provided by such Holder
or its plan of distribution and that such Prospectus does not as of the time of
such sale omit to state any material fact relating to or provided by such Holder
or its plan of distribution necessary to make the statements in such Prospectus,
in the light of the circumstances under which they were made, not misleading.

            The Company may require each Selling Holder of Registrable
Securities as to which any registration is being effected to furnish to the
Company such additional information regarding such Holder and the distribution
of such Registrable Securities as the Company may, from time to time, reasonably
request to the extent necessary or advisable to comply with the Securities Act.
The Company may exclude from such registration the Registrable Securities of any
Selling Holder if such Holder fails to furnish such additional information
within 20 Business Days after receiving such request. Each Selling Holder as to
which any Shelf Registration is being effected agrees to furnish promptly to the
Company all information required to be disclosed so that the information
previously furnished to the Company by such Holder is not materially misleading
and does not omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made.

            Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon actual receipt of any notice from the Company
of the Company suspending the effectiveness of the Registration Statement
pursuant to Section 3(b) hereof, or upon the happening of any event of the kind
described in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, such Holder will
forthwith discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 4(k) hereof,
or until it is advised in writing by the Company that the use of the applicable
Prospectus may be resumed, and has received copies of any amendments or
supplements thereto.

5.    Registration Expenses.

            (a) All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by the Company,
including, without limitation, (i) all registration and filing fees (including,
without limitation, (A) fees with respect to filings required to be made with
the NASD in connection with an underwritten offering and (B) fees and expenses
of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Securities and determination of the
eligibility of the Registrable Securities for


                                       13
<PAGE>
investment under the laws of such jurisdictions as provided in Section 4(h)
hereof), (ii) printing expenses, including, without limitation, expenses of
printing certificates for Registrable Securities in a form eligible for deposit
with The Depository Trust Company and of printing prospectuses if the printing
of prospectuses is requested by the managing underwriter or underwriters, if
any, or by the Holders of the majority in Amount of Registrable securities
included in any Registration Statement, (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Company, (v) fees and
disbursements of all independent certified public accountants referred to in
Section 4(m)(iii) hereof (including, without limitation, the expenses of any
special audit and "cold comfort" letters required by or incident to such
performance), (vi) Securities Act liability insurance, if the Company desires
such insurance, (vii) fees and expenses of all other Persons retained by the
Company, (viii) internal expenses of the Company (including, without limitation,
all salaries and expenses of officers and employees of the Company performing
legal or accounting duties), (ix) the expense of any annual audit, (x) the fees
and expenses incurred in connection with the listing of the securities to be
registered on any securities exchange, if applicable, and (xi) the expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, securities sales agreements and any other
documents necessary in order to comply with this Agreement. Notwithstanding
anything in this Agreement to the contrary, each Holder shall pay all
underwriting discounts and brokerage commissions with respect to any Registrable
Securities sold by it, and the Company shall not be responsible for the fees and
expenses of any counsel for the managing underwriter or underwriters, if any.

            (b) The Company shall reimburse the Holders of the Registrable
Securities being registered in a Shelf Registration for the reasonable fees and
disbursements of not more than one counsel chosen by the Holders of a majority
in Amount of Registrable Securities to be included in such Registration
Statement.

6.    Indemnification.

            The Company agrees to indemnify and hold harmless (i) each Holder
(which, for the absence of doubt, for purposes of this Section 6 shall include
the Initial Purchaser), (ii) each Person, if any, who controls (within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act) any Holder (any of the Persons referred to in this clause (ii) being
hereinafter referred to as a "CONTROLLING PERSON"), (iii) the respective
officers, directors, partners, employees, representatives and agents of any
Holder (including any predecessor holder)or any controlling person (any person
referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an
"INDEMNIFIED HOLDER"), against any losses, claims, damages or liabilities to
which such Indemnified Holder may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of or are based upon (A) any untrue
statement or alleged untrue statement of any material fact contained in any
Registration Statement or Prospectus, or any amendment or supplement thereto or
any related preliminary prospectus or (B) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in the light of the circumstances in
which they were made; provided, however, that the Company will not be liable
under this paragraph, (x) to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement, or omission or alleged omission made in any such Registration
Statement or


                                       14
<PAGE>
Prospectus, or any amendment or supplement thereto or any related preliminary
prospectus in reliance upon and in conformity with written information relating
to any Holder furnished to the Company by or on behalf of such Holder
specifically for use in therein or (y) with respect to any untrue statement or
alleged untrue statement, or omission or alleged omission made in any
preliminary prospectus if the person asserting any such loss, claim, damage or
liability who purchased Registrable Securities which are the subject thereof did
not receive a copy of the Prospectus (or of the preliminary prospectus as then
amended or supplemented if the Company shall have furnished such Indemnified
Holder with such amendment or supplement thereto on a timely basis) at or prior
to the written confirmation of the sale of such Registrable Securities to such
person and, in any case where such delivery is required by applicable law and
the untrue statement or alleged untrue statement or omission or alleged omission
of a material fact made in such preliminary prospectus was corrected in the
Prospectus (or the preliminary prospectus as then amended or supplemented if the
Company shall have furnished such Indemnified Holder with such amendment or
supplement thereto on a timely basis). The Company shall notify such Indemnified
Holder promptly of the institution, threat or assertion of any claim, proceeding
(including any governmental investigation) or litigation in connection with the
matters addressed by this Agreement which involves the Company or such
Indemnified Holder.

            The Company agrees to reimburse each Indemnified Holder upon demand
for any legal or other out-of-pocket expenses reasonably incurred by such
Indemnified Holder in connection with investigating or defending any such loss,
claim, damage or liability, action or proceeding or in responding to a subpoena
or governmental inquiry related to the offering of the Registrable Securities,
whether or not such Indemnified Holder is a party to any action or proceeding.
In the event that it is finally judicially determined that an Indemnified Holder
was not entitled to receive payments for legal and other expenses pursuant to
this paragraph, such Indemnified Holder will promptly return all sums that had
been advanced pursuant hereto.

            Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors and officers and each Person who controls
the Company (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act) to the same extent as the indemnity provided in
the first paragraph of this Section 6 from the Company to each Holder, but only
with reference to such losses, claims, damages or liabilities which are caused
by any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with information relating to a Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement or Prospectus, or any amendment or supplement thereto or
any related preliminary prospectus.

            In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either of the first and third paragraphs of this Section 6,
such Person (the "INDEMNIFIED PERSON") shall promptly notify the Person or
Persons against whom such indemnity may be sought (each an "INDEMNIFYING
PERSON") in writing. No indemnification provided for in the first or third
paragraphs of this Section 6 shall be available to any Person who shall have
failed to give notice as provided in this paragraph if the party to whom notice
was not given was unaware of the proceeding to which such notice would have
related and was materially prejudiced by the failure to give such notice, but
the failure to give such notice shall not relieve the Indemnifying Person or
Persons from any liability which it or they may have to the Indemnified Person
for


                                       15
<PAGE>
contribution or otherwise than on account of the provisions of the first and
third paragraphs of this Section 6. In case any such proceeding shall be brought
against any Indemnified Person and it shall notify the Indemnifying Person of
the commencement thereof, the Indemnifying Person shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other Indemnifying Person similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such Indemnified Person and shall pay as
incurred (or within 30 days of presentation) the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel at its own expense.
Notwithstanding the foregoing, the Indemnifying Person shall pay as incurred (or
within 30 days of presentation) the fees and expenses of the counsel retained by
the Indemnified Person in the event (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the retention of such counsel,
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the Indemnifying Person and the Indemnified Person and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them or (iii) the Indemnifying
Person shall have failed to assume the defense and employ counsel reasonably
acceptable to the Indemnified Person within a reasonable period of time after
notice of commencement of the action. It is understood that the Indemnifying
Person shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees and expenses of more
than one separate firm for all such Indemnified Persons. Such firm shall be
designated in writing by a majority in Amount of Registrable Securities in the
case of parties indemnified pursuant to the first paragraph of this Section 6
and by the Company in the case of parties indemnified pursuant to the third
paragraph of this Section 6. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent but if settled
with such consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify the Indemnified Person from and against
any loss or liability by reason of such settlement or judgment. In addition, the
Indemnifying Person will not, without the prior written consent of the
Indemnified Person, settle or compromise or consent to the entry of any judgment
in any pending or threatened claim, action or proceeding of which
indemnification may be sought hereunder (whether or not any Indemnified Person
is an actual or potential party to such claim, action or proceeding) unless such
settlement, compromise or consent includes an unconditional release of each
Indemnified Person from all liability arising out of such claim, action or
proceeding.

            To the extent the indemnification provided for in this Section 6 is
unavailable to or sufficient to hold harmless an Indemnified Person under the
first or third paragraph of this Section 6 in respect of any losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) referred
to therein, except by reason of the exceptions set forth in the first or third
paragraphs of this Section 6 or the failure of the Indemnified Person to give
notice as required in the fourth paragraph of this Section 6, then each
Indemnifying Person shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities
(or actions or proceedings in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Indemnifying Person
on the one hand and the Indemnified Person on the other hand from the offering
of the Securities pursuant to the Purchase Agreement and the Registrable
Securities pursuant to any Shelf Registration. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law then each Indemnifying Person shall contribute to such amount paid or
payable by such Indemnified Person in such proportion as is appropriate to
reflect not only such relative


                                       16
<PAGE>
benefits but also the relative fault of the Indemnifying Person on the one hand
and the Indemnified Person on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and any Indemnified Holder on the other shall be deemed to be in the
same proportion as the total net proceeds (before deducting expenses) received
by the Company from the offering and sale of the Securities bear to the total
net proceeds received by such Indemnified Holder from sales of Registrable
Securities giving rise to such obligations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or such Indemnified Holder on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

            The Company and the Initial Purchaser agree that it would not be
just and equitable if contributions pursuant to the immediately preceding
paragraph of this Section 6 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) referred
to in the immediately preceding paragraph shall be deemed to include any legal
or other expenses reasonably incurred by such Indemnified Person in connection
with investigating or defending any such action or claim or enforcing any rights
hereunder. Notwithstanding the provisions of this paragraph and the immediately
preceding paragraph of this Section 6, (i) in no event shall any Holder be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Holder from the offering or sale of the Registrable
Securities pursuant to a Shelf Registration Statement exceeds the amount of
damages which such Holder would have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission and (ii)
no Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

            Except as otherwise provided in this Section 6, any losses, claims,
damages, liabilities or expenses for which an Indemnified Person is entitled to
indemnification or contribution under this Section 6 shall be paid by the
Indemnifying Person to the Indemnified Person as such losses, claims, damages,
liabilities or expenses are incurred (or within 30 days of presentation).

            The remedies provided for in this Section 6 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
indemnified party at law or in equity.

            The indemnity and contribution agreements contained in this Section
6 shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Holder or any Person controlling any Holder or by or on behalf of the
Company, its officers or directors or any other Person controlling any of the
Company and (iii) acceptance of and payment for any of the Registrable
Securities.


                                       17
<PAGE>
7. Rules 144 and 144A. The Company covenants that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act and,
for so long as any Registrable Securities remain outstanding, if at any time the
Company is not required to file such reports, it will, upon the request of any
Holder or beneficial owner of Registrable Securities, make available such
information necessary to permit sales pursuant to Rule 144A under the Securities
Act. The Company further covenants that, for so long as any Registrable
Securities remain outstanding, it will use all reasonable efforts to take such
further action as any Holder of Registrable Securities may reasonably request,
all to the extent required from time to time to enable such holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the
Securities Act, as such rules may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the SEC. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities pursuant to the Exchange Act.

8.    Underwritten Registrations.

            If any of the Registrable Securities covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by, and the underwriting arrangements with respect thereto will be
approved by, the Company; provided, however, that such investment bankers and
managers and underwriting arrangements must be reasonably satisfactory to the
Holders of the majority in Amount of Registrable Securities to be included in
such offering.

            No Holder of Registrable Securities may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

9.    Miscellaneous.

            (a) No Inconsistent Agreements. The Company has not, as of the date
hereof, and the Company shall not, after the date of this Agreement, enter into
any agreement with respect to any of its securities that is inconsistent with
the rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.

            (b) Adjustments Affecting Registrable Securities. The Company shall
not, directly or indirectly, take any action with respect to the Registrable
Securities as a class that would adversely affect the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.

            (c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of the Company and the


                                       18
<PAGE>
Holders of not less than the majority in Amount of Registrable Securities;
provided, however, that Section 6 and this Section 9(c) may not be amended,
modified or supplemented without the prior written consent of the Company and
each Holder (including, in the case of an amendment, modification or supplement
of Section 6, any Person who was a Holder of Registrable Securities disposed of
pursuant to any Registration Statement). Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Securities whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other
Holders of Registrable Securities may be given by Holders of at least a majority
in Amount of the Registrable Securities being sold by such Holders pursuant to
such Registration Statement.

            (d) Notices. All notices and other communications (including without
limitation any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

                  (1) if to a Holder of Registrable Securities, at the most
current address of such Holder set forth on the records of the registrar under
the Indenture, in the case of Holders of Securities, and the stock ledger of the
Company, in the case of Holders of common stock of the Company, unless, in
either such case, any Holder shall have provided notice information in a Notice
and Questionnaire or any amendment thereto, in which case such information shall
control.

                  (2)   if to the Initial Purchaser:

                          Deutsche Bank Securities Inc.
                          1 South Street, 15th Floor
                          Baltimore, Maryland 21202
                          Facsimile No.: (410) 895-2720
                          Attention: Syndicate Manager

                          Deutsche Bank Securities Inc.
                          31 West 52nd Street
                          New York, New York 10019
                          Facsimile No.: (212) 469-3665
                          Attention: General Counsel

            with copies to:

                          Davis Polk & Wardwell
                          450 Lexington Avenue
                          New York, New York 10017
                          Facsimile No.: (212) 450-4800
                          Attention: Bruce K. Dallas


                                       19
<PAGE>
                  (3)   if to the Company:

                          Medicis Pharmaceutical Corporation
                          8125 North Hayden Road
                          Scottsdale, Arizona 85258-2463
                          Facsimile No.: (602) 778-6132
                          Attention: Chief Financial Officer

            with copies to:

                          Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                          590 Madison Avenue
                          New York, New York 10022
                          Facsimile No.: (212) 407-3268
                          Attention: Stephen Older

            All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; five (5) Business
Days after being deposited in the mail, postage prepaid, if mailed; one Business
Day after being timely delivered to a next-day air courier; and when the
addressor receives facsimile confirmation, if sent by facsimile during normal
business hours, and otherwise on the next Business Day during normal business
hours.

            (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, including the Holders; provided, however, that this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder
unless and except to the extent such successor or assign holds Registrable
Securities.

            (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

            (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS SITTING IN MANHATTAN,
NEW YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT.

            (i) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein


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<PAGE>
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.

            (j) Securities Held by the Company or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage in Amount of
Registrable Securities is required hereunder, Registrable Securities held by the
Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

            (k) Third-Party Beneficiaries. Holders of Registrable Securities are
intended third party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons.

            (l) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Initial Purchaser on the
one hand and the Company on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.


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<PAGE>
            IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.



                                       MEDICIS PHARMACEUTICAL CORPORATION


                                       By: /s/ Mark A. Prygocki, Sr.
                                          -------------------------------
                                          Name:  Mark A. Prygocki, Sr.
                                          Title: Executive Vice President, Chief
                                                 Financial Officer and Treasurer


                                       DEUTSCHE BANK SECURITIES INC.


                                       By: /s/ H. Michael Cohen
                                          -------------------------------
                                          Name:  H. Michael Cohen
                                          Title: Managing Director


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