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                                                                   EXHIBIT 10.20

                   RIBAPHARM INC. 2002 NONEMPLOYEE DIRECTOR

                                RETAINER FEE PLAN

                         ARTICLE I - PURPOSE OF THE PLAN

      The purpose of the Ribapharm Inc. 2002 Nonemployee Director Retainer Fee
Plan is to further the growth, development, and financial success of the
Corporation by strengthening the Corporation's ability to attract and retain the
services of experienced and knowledgeable Nonemployee Directors by enabling them
to participate in the Corporation's growth and by linking the personal interests
of Nonemployee Directors to those of the Corporation's shareholders.

                        ARTICLE II - CERTAIN DEFINITIONS

Unless the context clearly indicates otherwise, the following terms shall have
the following meanings:

      2.1   "AWARD" means the payment of the Quarterly Retainer, in whole or
in part, in Shares.

      2.2   "BOARD" means the board of directors of the Corporation.

      2.3   "CORPORATION" means Ribapharm Inc.

      2.4   "EFFECTIVE DATE" means the date set forth in Section 7.4 hereof.

      2.5   "EMPLOYEE" means any individual who is in the employment of the
Corporation or any of its subsidiaries.

      2.6   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

      2.7 "FAIR MARKET VALUE" on any date shall mean the reported closing price
of the Shares as reported by The Nasdaq Stock Market at the close of the primary
trading session on such date, or if the Shares were not traded on such date, on
the next preceding day on which the Shares were traded. In the event Fair Market
Value cannot be determined in a manner described above, then Fair Market Value
shall be determined by the Committee in good faith.
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      2.8 "ICN" means ICN Pharmaceuticals, Inc.

      2.9 "NONEMPLOYEE DIRECTOR" means any individual who is a member of the
Board, but who is not otherwise an Employee of the Corporation.

      2.10  "PARTICIPANT" means a Nonemployee Director who has received an
Award under the Plan.

      2.11  "PLAN" means the Ribapharm Inc. 2002 Nonemployee Director
Retainer Fee Plan, as amended from time to time.

      2.12 "QUARTERLY RETAINER" means the payment made on a quarterly basis to a
Nonemployee Director for his or her services as a member of the Board. As of the
Effective Date, the Quarterly Retainer is $7,500 and is payable on March 31,
June 30, September 30 and December 31 of each year.

      2.13  "SHARE" means a share of common stock, $0.01 par value, of the
Corporation.

      2.14  "SPIN-OFF" means the distribution by ICN of its remaining interest
in the Corporation to ICN's stockholders in a tax-free spin-off following the
Corporation's initial public offering.


                          ARTICLE III - ADMINISTRATION

      3.1   ADMINISTRATION OF PLAN.  The Plan shall be administered by the
Board, subject to the restrictions set forth in the Plan.

      3.2 AUTHORITY OF THE BOARD. The Board shall have the full power,
discretion, and authority to interpret and administer the Plan in a manner which
is consistent with the Plan's provisions.

      3.3 EFFECT OF BOARD DETERMINATIONS. All determinations and decisions made
by the Board pursuant to the provisions of the Plan and all related orders or
resolutions of the Board shall be final, conclusive, and binding on all persons,
including the Corporation, its shareholders, Employees, Participants and their
estates and beneficiaries.

                   ARTICLE IV - SHARES SUBJECT TO THE PLAN

      4.1 NUMBER OF SHARES SUBJECT TO THE PLAN. Subject to adjustment as
provided herein, the total number of Shares available for issuance under the
Plan may not exceed 100,000; provided, however, that, except as otherwise
provided in the next sentence, with respect to the period commencing on the
Effective Date and ending on the earlier of the Spin-Off and September 30, 2003,
the total number of Shares available for issuance under the Plan may not exceed
25,000. The limit on the total number of Shares contained in the proviso in the
preceding sentence shall lapse if, prior to September 30, 2003, ICN abandons its
plans to proceed with or complete the Spin-Off (as such abandonment is described
in Section 3.4 of that certain Affiliation and Distribution Agreement by and
between ICN and the Corporation (the "Distribution Agreement")). The effective
date of any such lapse of the restriction shall be the date of the written
notice provided by ICN to the Corporation indicating its determination to
abandon the Spin-Off, provided that no "Distribution Date" (as defined in the
Distribution Agreement) has occurred as of such date.

      4.2 CAPITAL ADJUSTMENTS. In the event of any merger, reorganization,
consolidation, recapitalization, liquidation, stock dividend, split up, Share
combination, or


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other change in the corporate structure of the Corporation affecting the Shares,
the Board may make appropriate adjustments to (a) outstanding Awards to prevent
dilution or enlargement of rights, and (b) the number of Shares available for
Awards under the Plan.

                            ARTICLE V - STOCK AWARDS

      5.1 AWARDS OF STOCK. Each Nonemployee Director shall receive one-half
(1/2) of his or her Quarterly Retainer in Shares on the date on which the
payment which otherwise have been paid in cash (the "Payment Date"), and shall
have the right to elect to receive additional Shares on that date, in lieu of
the remaining portion of his or her Quarterly Retainer in cash, a number of
Shares on the date that the Quarterly Retainer would otherwise have been paid in
cash. The number of Shares payable to the Nonemployee Director pursuant to this
Section 5.1 shall be determined by dividing the portion of the Quarterly
Retainer which is to be paid in Shares under this Section by the Fair Market
Value of a Share on the Payment Date on which the Shares are to be paid (or the
last trading day preceding such Payment Date if the Payment Date is not a
trading date). Any election made under this Section 5.1 must be made in writing
and filed with the Secretary of the Corporation prior to the Payment Date
preceding the Payment Date on which the Shares are to be paid. An election made
pursuant to this Section 5.1 shall be irrevocable.

      5.2 VESTING. Shares issued to any Nonemployee Director hereunder shall be
fully vested upon issuance and shall, subject to compliance with all applicable
federal and state securities laws, be freely transferable by the Nonemployee
Director.

             ARTICLE VI - AMENDMENT, MODIFICATION AND TERMINATION

      6.1 AMENDMENT, MODIFICATION AND TERMINATION. The Board may terminate,
amend, or modify the Plan at any time and from time to time, provided that any
amendment that requires the approval of the Corporation's shareholders shall not
be effective until such approval is obtained. The Plan shall terminate when all
of the Shares subject to it have been awarded according to the provisions of the
Plan.

                           ARTICLE VII - MISCELLANEOUS

      7.1   NO RIGHT OF NOMINATION.  Nothing in the Plan shall be deemed to
create any obligation on the part of the Board to nominate any Participant
for reelection by the Corporation's securityholders.


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      7.2 NONASSIGNABILITY. The right to receive benefits under the Plan may not
be anticipated, alienated, sold, transferred, assigned, pledged, encumbered or
subjected to any garnishment, charge or legal process.

      7.3 REQUIREMENTS OF LAW. The granting of Awards under the Plan and the
issuance of stock certificates shall be subject to all applicable laws, rules,
and regulations and to such approvals by any governmental agencies or national
securities exchanges as may be required.

     7.4   EFFECTIVE DATE.  The Plan is effective as of the consummation of
the initial public offering of the Corporation.


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