**EXHIBIT 10.46(F)****MEDICIS 2006 INCENTIVE AWARD PLAN****RESTRICTED STOCK AWARD GRANT NOTICE**     Medicis Pharmaceutical Corporation, a Delaware corporation (the “***Company***”), pursuant to its2006 Incentive Award Plan attached hereto as Exhibit F (the “***Plan***”), hereby grants to theholder listed below (“***Holder***”) the number of shares of the Company’s Class A common stock, parvalue $0.014 per share, set forth below (the “***Shares***”). This Restricted Stock award is subject toall of the terms and conditions as set forth herein and in the Restricted Stock Award Agreementattached hereto as Exhibit A (the “***Restricted Stock Agreement***”) and the Plan, each of whichare incorporated herein by reference. Unless otherwise defined herein, the terms defined in thePlan shall have the same defined meanings in this Restricted Stock Award Grant Notice (the “***GrantNotice***”).     **Holder:**              **Grant Date:**              **Total Number of**    **Shares of Restricted Stock:**              **Vesting Schedule:** Subject to the terms and conditions of the Plan, this Grant Noticeand the Restricted Stock Agreement, the Company’s ForfeitureRestriction (as defined in the Restricted Stock Agreement) shalllapse as to:        (i) 10% of the Shares on                     , 20     ,        (ii) 10% of the Shares on                     , 20     ,        (iii) 20% of the Shares on                     , 20     ,        (iv) 30% of the Shares on                     , 20     , and        (v) 30% of the Shares on                     , 20     .   Notwithstanding the foregoing, the Company’s Forfeiture Restriction(as defined in the Restricted Stock Agreement) shall lapse as to allof the Shares immediately prior to the occurrence of a Change inControl. Except as otherwise provided in a written agreement betweenHolder and the Company or any Subsidiary, in no event shall theForfeiture Restriction (as defined in the Restricted Stock Agreement)lapse as to any additional Shares following Holder’s Termination ofEmployment, Termination of Consultancy, or Termination ofDirectorship, as applicable.     By his or her signature below, Holder agrees to be bound by the terms and conditions of thePlan, the Restricted Stock Agreement and this Grant Notice. Holder has reviewed this Grant Notice,the Restricted Stock Agreement and the Plan in their entirety, has had an opportunity to obtain theadvice of counsel prior to executing this Grant Notice and fully understands all provisions of thisGrant Notice, the Restricted Stock Agreement and the Plan. Holder hereby agrees to accept asbinding, conclusive and final all decisions or interpretations of the Administrator upon anyquestions arising under or relating to this Grant Notice, the Restricted Stock Agreement and thePlan. If Holder is married, his or her spouse has signed the Consent of Spouse attached to thisGrant Notice as Exhibit B.
 

 
         **MEDICISPHARMACEUTICAL CORPORATION:** **HOLDER:**             By: */S/ Mark A. Prygocki, Sr*. By:             Print Name: Mark A. Prygocki, Sr. Print Name:             Title:        Address: 8125 North Hayden Road Address:               Scottsdale, Arizona 85258-2463                  Attachments: Restricted Stock Award Agreement (**Exhibit A**)  Consent of Spouse (**Exhibit B)**  Stock Assignment (**Exhibit C**)  Joint Escrow Instructions (**Exhibit D)**  Form of Internal Revenue Code Section 83(b) Election and Instructions (**Exhibit E**)       -   Election under Internal Revenue Code Section 83(b) (**Attachment 1 to Exhibit E**)       -   Sample Cover Letter to Internal Revenue Service (**Attachment 2 to Exhibit E**)  Medicis Pharmaceutical Corporation 2006 Incentive Award Plan (**Exhibit F**)  Medicis Pharmaceutical Corporation 2006 Incentive Award Plan Prospectus (**Exhibit G**)
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**EXHIBIT A****TO RESTRICTED STOCK AWARD GRANT NOTICE****RESTRICTED STOCK AWARD AGREEMENT**     Pursuant to the Restricted Stock Award Grant Notice (“***Grant Notice***”) to which this RestrictedStock Award Agreement (this “***Agreement***”) is attached, Medicis Pharmaceutical Corporation, aDelaware corporation (the “***Company***”), has granted to Holder the number of shares of the Company’sClass A common stock, par value $0.014 per share (“***Stock***”), set forth in the Grant Notice (the“***Shares***”), upon the terms and conditions set forth in the Company’s 2006 Incentive Award Plan (the“***Plan***”), the Grant Notice and this Agreement.**ARTICLE I****GENERAL**     1.1 Defined Terms. Capitalized terms not specifically defined herein shall have themeanings specified in the Grant Notice or, if not defined therein, the Plan.     1.2 Incorporation of Terms of Plan. The Shares are subject to the terms andconditions of the Plan, which are incorporated herein by reference.**ARTICLE II****GRANT OF RESTRICTED STOCK**     2.1 Grant of Restricted Stock. In consideration of Holder’s past and/or continuedemployment with or service to the Company or its Subsidiaries and for other good and valuableconsideration, effective as of the Grant Date set forth in the Grant Notice (the “***Grant Date***”), theCompany hereby agrees to issue to Holder the Shares, upon the terms and conditions set forth in thePlan, the Grant Notice and this Agreement.     2.2 Issuance of Shares. The issuance of the Shares under this Agreement shall occurat the principal office of the Company simultaneously with the execution of the Grant Notice by theparties or on such other date as the Company and Holder shall agree (the “***Issuance Date***”). Subjectto the provisions of Article IV, the Company shall issue the Shares (which shall be issued inHolder’s name) on the Issuance Date.     2.3 Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof,may be either previously authorized but unissued shares or issued shares which have then beenreacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shallnot be required to issue or deliver any Shares prior to fulfillment of all of the followingconditions:          (a) The admission of such Shares to listing on all stock exchanges on which the Stock is thenlisted;          (b) The completion of any registration or other qualification of such Shares under any stateor federal law or under rulings or regulations of the Securities and Exchange Commission or of anyother governmental regulatory body, which the Administrator shall, in its absolute discretion, deemnecessary or advisable;
 

 
          (c) The obtaining of any approval or other clearance from any state or federal governmentalagency which the Administrator shall, in its absolute discretion, determine to be necessary oradvisable;          (d) The lapse of such reasonable period of time following the Issuance Date as theAdministrator may from time to time establish for reasons of administrative convenience; and          (e) The receipt by the Company of full payment for all amounts which, under federal, state orlocal tax law, the Company (or other employer corporation) is required to withhold upon issuance ofsuch Shares.     2.4 Rights as Stockholder. Except as otherwise provided herein, upon delivery of theShares to the escrow agent pursuant to Article IV, Holder shall have all the rights of astockholder with respect to said Shares, subject to the restrictions herein, including the right tovote the Shares and to receive all dividends or other distributions paid or made with respect tothe Shares; *provided, however,*that any and all extraordinary cash dividends paid on such Sharesand any and all shares of Stock, capital stock or other securities or property received by ordistributed to Holder with respect to the Shares as a result of any stock dividend, stock split,reverse stock split, recapitalization, combination, reclassification, or similar change in thecapital structure of the Company shall also be subject to the Forfeiture Restriction (as defined inSection 3.1) and the restrictions on transfer in Section 3.4 until such restrictions on theunderlying Shares lapse or are removed pursuant to this Agreement (or, if such Shares are no longeroutstanding, until such time as such Shares would have been released from the ForfeitureRestriction pursuant to this Agreement). In addition, in the event of any merger, consolidation,share exchange or reorganization affecting the Shares, then any new, substituted or additionalsecurities or other property (including money paid other than as a regular cash dividend) that isby reason of any such transaction received with respect to, in exchange for or in substitution ofthe Shares shall also be subject to the Forfeiture Restriction (as defined in Section 3.1) and therestrictions on transfer in Section 3.4 until such restrictions on the underlying Shares lapse orare removed pursuant to this Agreement (or, if such Shares are no longer outstanding, until suchtime as such Shares would have been released from the Forfeiture Restriction pursuant to thisAgreement). Any such assets or other securities received by or distributed to Holder with respectto, in exchange for or in substitution of any Unreleased Shares (as defined in Section 3.3) shallbe immediately delivered to the Company to be held in escrow pursuant to Section 4.1.**ARTICLE III****RESTRICTIONS ON SHARES**     3.1 Forfeiture Restriction. Subject to the provisions of Section 3.2, if Holder has aTermination of Employment, Termination of Consultancy, or Termination of Directorship, asapplicable, for any or no reason, all of the Unreleased Shares (as defined in Section 3.3) shallthereupon be forfeited immediately and without any further action by the Company (the “***ForfeitureRestriction***”). Upon the occurrence of such a forfeiture, the Company shall become the legal andbeneficial owner of the Shares being forfeited and all rights and interests therein or relatingthereto, and the Company shall have the right to retain and transfer to its own name the number ofShares being forfeited by Holder. In the event any of the Unreleased Shares are forfeited underthis Section 3.1, any cash, cash equivalents, assets or securities received by or distributed toHolder with respect to, in exchange for or in substitution of such Shares and held by the escrowagent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly transferred bythe escrow agent to the Company.     3.2 Release of Shares from Forfeiture Restriction. The Shares shall be released fromthe Forfeiture Restriction as indicated in the Grant Notice. Any of the Shares released from theForfeiture
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Restriction shall thereupon be released from the restrictions on transfer under Section 3.4.In the event any of the Shares are released from the Forfeiture Restriction, any dividends or otherdistributions paid on such Shares and held by the escrow agent pursuant to Section 4.1 and theJoint Escrow Instructions shall be promptly paid by the escrow agent to Holder.     3.3 Unreleased Shares. Any of the Shares which, from time to time, have not yet beenreleased from the Forfeiture Restriction are referred to herein as *“****Unreleased Shares****.”*     3.4 Restrictions on Transfer. Unless otherwise permitted by the Administratorpursuant to the Plan, no Unreleased Shares or any dividends or other distributions thereon or anyinterest or right therein or part thereof, shall be liable for the debts, contracts or engagementsof Holder or his or her successors in interest or shall be subject to sale or other disposition bytransfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether suchsale or other disposition be voluntary or involuntary or by operation of law by judgment, levy,attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and anyattempted sale or other disposition thereof shall be null and void and of no effect.**ARTICLE IV****ESCROW OF SHARES**     4.1 Escrow of Shares. To insure the availability for delivery of Holder’s UnreleasedShares in the event of forfeiture of such Shares by Holder pursuant to Section 3.1, Holder herebyappoints the Secretary of the Company, or any other person designated by the Company as escrowagent, as his or her attorney-in-fact to assign and transfer unto the Company, such UnreleasedShares, if any, forfeited by Holder pursuant to Section 3.1 and any dividends or otherdistributions thereon, and shall, upon execution of this Agreement, deliver and deposit with theSecretary of the Company, or such other person designated by the Company, any share certificatesrepresenting the Unreleased Shares, together with the stock assignment duly endorsed in blank,attached as Exhibit C to the Grant Notice. The Unreleased Shares and stock assignmentshall be held by the Secretary of the Company, or such other person designated by the Company, inescrow, pursuant to the Joint Escrow Instructions of the Company and Holder attached as ExhibitD to the Grant Notice, until the Unreleased Shares are forfeited by Holder as provided inSection 3.1, until such Unreleased Shares are released from the Forfeiture Restriction, or untilsuch time as this Agreement no longer is in effect. Upon release of the Unreleased Shares from theForfeiture Restriction, the escrow agent shall deliver to Holder the certificate or certificatesrepresenting such Shares in the escrow agent’s possession belonging to Holder in accordance withthe terms of the Joint Escrow Instructions attached as Exhibit D to the Grant Notice, andthe escrow agent shall be discharged of all further obligations hereunder; *provided, however,*thatthe escrow agent shall nevertheless retain such certificate or certificates as escrow agent if sorequired pursuant to other restrictions imposed pursuant to this Agreement. If the Shares are heldin book entry form, then such entry will reflect that the Shares are subject to the restrictions ofthis Agreement. If any dividends or other distributions are paid on the Unreleased Shares held bythe escrow agent pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends orother distributions shall also be subject to the restrictions set forth in this Agreement and heldin escrow pending release of the Unreleased Shares with respect to which such dividends or otherdistributions were paid from the Forfeiture Restriction.     4.2 Transfer of Forfeited Shares. Holder hereby authorizes and directs the Secretaryof the Company, or such other person designated by the Company, to transfer the Unreleased Shareswhich have been forfeited by Holder to the Company.
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     4.3 No Liability for Actions in Connection with Escrow. The Company, or its designee,shall not be liable for any act it may do or omit to do with respect to holding the Shares inescrow while acting in good faith and in the exercise of its judgment.**ARTICLE V****FORFEITURE FOR FRAUD,**