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                                                                   Exhibit 10.26

                                AMENDMENT NO. 1
                                     TO THE
                       MEDICIS PHARMACEUTICAL CORPORATION
                           2004 STOCK INCENTIVE PLAN

     WHEREAS, the Board of Directors of Medicis Pharmaceutical Corporation (the
"BOARD") adopted a resolution as of August 1, 2005, authorizing the Board to
amend the Medicis Pharmaceutical Corporation 2004 Stock Incentive Plan (the
"PLAN").

     NOW THEREFORE, effective as of August 1, 2005, the definition of Change of
Control in Section 2.3 of the Plan is hereby amended and restated in its
entirety as follows with respect to all awards granted on or after the date
hereof:

          (a)  the acquisition, other than from the Company, by any individual,
entity or group (within the meaning of Section 13(d) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended from time to time) (the "EXCHANGE
ACT"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 25% or more of either (i) the then outstanding
shares of Stock (the "OUTSTANDING COMPANY STOCK") or (ii) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "COMPANY VOTING SECURITIES"),
provided, however, that any acquisition by (x) the Company or any of its
subsidiaries, or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (y) any corporation
with respect to which, following such acquisition, more than 50% of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Stock and Company Voting Securities immediately prior to
such acquisition in substantially the same portion as their ownership,
immediately prior to such acquisition of the Outstanding Company Stock and
Company Voting Securities, as the case may be, shall not constitute a Change of
Control of the Company; or

          (b)  individuals who, as of the Effective Date, constitute the Board
(the "INCUMBENT BOARD") cease for any reason to constitute at least a majority
of the Board, provided that any individual becoming a director subsequent to
the Effective Date, whose election or nomination for election by the Company's
shareholders was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual whose initial assumption of office is in connection with an actual
or threatened election contest relating to the election of the Directors of the
Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act); or

          (c)  consummation of a reorganization, merger or consolidation (a
"BUSINESS COMBINATION"), in each case, with respect to which all or
substantially all of the individuals and entities who were the respective
beneficial owners of the Outstanding Company Stock and Company Voting
Securities immediately prior to such Business Combination do not,

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following such Business Combination, beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding shares of common stock and
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination in substantially the same
proportion as their ownership immediately prior to such Business Combination or
the Outstanding Company Stock and Company Voting Securities, as the case may
be; or

          (d)  (i) a complete liquidation or dissolution of the Company or
(ii) a sale or other disposition of all or substantially all of the assets of
the Company other than to a corporation with respect to which, following such
sale or disposition, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors is
then owned beneficially, directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Stock and Company Voting Securities immediately prior
to such sale or disposition in substantially the same proportion as their
ownership of the Outstanding Company Stock and Company Voting Securities, as
the case may be, immediately prior to such sale or disposition.

          (e)       Notwithstanding the foregoing and any other provision
contained in the Plan, the transaction contemplated by the Agreement and Plan
of Merger, dated as of March 20, 2005, by and among Medicis Pharmaceutical
Corporation, Inamed Corporation, and Masterpiece Acquisition Corp., as it may
be amended from time to time, shall not constitute a Change of Control for
purposes of the Plan.

Except as provided herein, the Plan shall remain a full force and effect.


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