##### Table of Contents



UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2005.
Or
 o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number 0-18443
 MEDICIS PHARMACEUTICAL CORPORATION
  Delaware
    
    52-1574808(State of other jurisdiction
of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 8125 North Hayden Road, Scottsdale, Arizona
    
    85258-2463(Address of principal executive office)
    
    (Zip Code)
   New York Stock Exchange
    
    Preference Share Purchase Rights(Name of each exchange on which
registered)
    
    (Title of each Class)
  þ o
 o
 þ o
 o þ
    1




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TABLE OF CONTENTS  PART IIIITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11: EXECUTIVE COMPENSATIONITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-10.22EX-10.23EX-10.24EX-10.5EX-10.26Ex-31.1Ex-31.2    Table of Contents  EXPLANATORY NOTE
   
 PART III
 
 ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  Director
    
    TermName
    
    Age
    
    Position
    
    Since
    
    ExpiresJonah Shacknai (1)
    
    48
    
    Chairman and Chief Executive Officer, Director
    
    1988
    
    2007Arthur G. Altschul, Jr.(2) (4)
    
    41
    
    Director
    
    1992
    
    2006Spencer Davidson(1) (3) (4)
    
    63
    
    Director
    
    1999
    
    2005Stuart Diamond (2)
    
    45
    
    Director
    
    2002
    
    2005Peter S. Knight, Esq.(3)
    
    54
    
    Director
    
    1997
    
    2005Michael A. Pietrangelo (1) (3)
    
    63
    
    Director
    
    1990
    
    2007Philip S. Schein, M.D.(2) (4)
    
    66
    
    Director
    
    1990
    
    2006Lottie H. Shackelford (4)
    
    64
    
    Director
    
    1993
    
    2007Richard J. Havens
    
    55
    
    Executive Vice President, Sales and Marketing
    
    N/A
    
    N/AMark A. Prygocki, Sr.
    
    39
    
    Executive Vice President, Chief Financial Officer,
    
    N/A
    
    N/ACorporate Secretary and TreasurerMitchell S. Wortzman, Ph.D.
    
    55
    
    Executive Vice President and Chief Scientific Officer
    
    N/A
    
    N/A
 
 (1)
    
    Member of the Executive Committee of the Board(2)
    
    Member of the Audit Committee of the Board(3)
    
    Member of the Stock Option and Compensation Committee of the Board(4)
    
    Member of the Nominating and Governance Committee of the Board Jonah Shacknai ®
 2




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Arthur G. Altschul, Jr.
 Spencer Davidson
 Stuart Diamond
 Peter S. Knight, Esq .
 3




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Michael A. Pietrangelo
 Philip S. Schein, M.D.
 Lottie H. Shackelford
 Richard J. Havens
 4




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##### Table of Contents



Mark A. Prygocki, Sr.
 Mitchell S. Wortzman, Ph.D.
 Code of Ethics
 www.medicis.com www.medicis.com.
 Audit Committee
     5




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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
  
 ITEM 11: EXECUTIVE COMPENSATION
  Summary Compensation Table
 Annual Compensation
    
    
    Long-Term Compensation AwardsNumber ofSecuritiesRestricted
    
    
    UnderlyingOther Annual
    
    
    Stock
    
    
    Options
    
    
    All OtherName and Position
    
    Year
    
    
    Salary ($)
    
    
    Bonus ($)
    
    
    Compensation ($)
    
    

Award($)(2)
    
    
    Granted(1)
    
    
    Compensation ($)(3)Jonah
Shacknai
Chairman of the Board
    
    
    20052004
    
    
    
    780,000750,000
    
    
    
    950,000760,000
    
    
    
    00
    
    
    
    00
    
    
    
    280,000280,000
    
    
    
    3,1503,075and Chief Executive
    
    
    2003
    
    
    
    715,000
    
    
    
    630,000
    
    
    
    0
    
    
    
    0
    
    
    
    280,000
    
    
    
    3,000OfficerRichard J. Havens
    
    
    2005
    
    
    
    265,000
    
    
    
    435,000
    
    
    
    0
    
    
    
    0
    
    
    
    63,000
    
    
    
    3,153Executive Vice President,
    
    
    2004
    
    
    
    255,000
    
    
    
    385,000
    
    
    
    0
    
    
    
    0
    
    
    
    63,000
    
    
    
    1,913Sales and Marketing
    
    
    2003
    
    
    
    245,000
    
    
    
    330,000
    
    
    
    0
    
    
    
    0
    
    
    
    63,000
    
    
    
    3,000Mark A. Prygocki, Sr.
    
    
    2005
    
    
    
    320,000
    
    
    
    455,000
    
    
    
    0
    
    
    
    0
    
    
    
    84,000
    
    
    
    3,150Executive Vice President,
    
    
    2004
    
    
    
    310,000
    
    
    
    400,000
    
    
    
    0
    
    
    
    0
    
    
    
    84,000
    
    
    
    2,325Chief Financial Officer,
    
    
    2003
    
    
    
    296,000
    
    
    
    340,000
    
    
    
    0
    
    
    
    0
    
    
    
    84,000
    
    
    
    3,000Corporate Secretary and
TreasurerMitchell S. Wortzman, Ph.D.
    
    
    2005
    
    
    
    305,000
    
    
    
    290,000
    
    
    
    0
    
    
    
    0
    
    
    
    63,000
    
    
    
    2,288Executive Vice President,
    
    
    2004
    
    
    
    295,000
    
    
    
    260,000
    
    
    
    0
    
    
    
    0
    
    
    
    63,000
    
    
    
    2,028Chief Scientific Officer
    
    
    2003
    
    
    
    282,000
    
    
    
    210,000
    
    
    
    0
    
    
    
    0
    
    
    
    63,000
    
    
    
    1,939
 
 (1)
    
    Fiscal 2005 options were granted in July 2004; fiscal 2004 options were granted
in July 2003; fiscal 2003 options were granted in July 2002.(2)
    
    At the end of fiscal 2005, Mr. Shacknai, Mr. Havens, Mr. Prygocki and Mr.
Wortzman each held 16,000 shares of unvested restricted stock awards, granted during fiscal
2002, having a value of $507,680, based on the market closing price of Medicis Class A common
stock of $31.73 on June 30, 2005. Restricted stock awards have no value to the recipient
until the restrictions are released, which began in fiscal 2005. See discussion on the
Companys Senior Executive Restricted Stock Plan in Executive Employment Agreements and Other
Relationships.(3)
    
    The amounts shown represent matching contributions made under the Companys
401(k) plan. 
 6




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Stock Options
  Options Granted in the Last Fiscal Year
 Percentage of
    
    
    
    
    
    
    
    Potential Realized Value atNumber of
    
    Total
    
    
    
    
    
    
    
    AssumedSecurities
    
    Options
    
    Exercise
    
    
    
    Annual Rates of Stock PriceUnderlying
    
    Granted to
    
    or Base
    
    
    
    AppreciationOptions
    
    Employees in
    
    Price
    
    Expiration
    
    for Option Term(2)Name
    
    Granted(1)
    
    Fiscal Year
    
    ($/sh)
    
    Date
    
    5% ($)
    
    10% ($)Jonah Shacknai
    
    
    280,000
    
    
    
    10.6
    %
    
    $
    38.45
    
    
    7/16/14
    
    
    6,770,680
    
    
    17,158,231Richard J. Havens
    
    
    63,000
    
    
    
    2.4
    %
    
    $
    38.45
    
    
    7/16/14
    
    
    1,523,403
    
    
    3,860,602Mark A. Prygocki, Sr.
    
    
    84,000
    
    
    
    3.2
    %
    
    $
    38.45
    
    
    7/16/14
    
    
    2,031,204
    
    
    5,147,469Mitchell S.
Wortzman, Ph.D.
    
    
    63,000
    
    
    
    2.4
    %
    
    $
    38.45
    
    
    7/16/14
    
    
    1,523,403
    
    
    3,860,602
 
 (1)
    
    Options granted in the last fiscal year were granted on July 16, 2004. Of Mr.
Shacknais options noted above, 93,334 vested on July 16, 2005; 93,333 vest on July 16, 2006;
and 93,333 vest on July 16, 2007. Of Mr. Havens options noted above, 6,300 vested on July
16, 2005; 6,300 vest on July 16, 2006; 12,600 vest on July 16, 2007; 18,900 vest on July 16,
2008; and 18,900 vest on July 16, 2009. Of Mr. Prygockis options noted above, 8,400 vested on
July 16, 2005; 8,400 vest on July 16, 2006; 16,800 vest on July 16, 2007; 25,200 vest on July
16, 2008; and 25,200 vest on July 16, 2009. Of Dr. Wortzmans options noted above, 6,300
vested on July 16, 2005; 6,300 vest on July 16, 2006; 12,600 vest on July 16, 2007; 18,900
vest on July 16, 2008; and 18,900 vest on July 16, 2009.(2)
    
    The potential realizable value portion of the table illustrates amounts
that might be realized upon exercise of the options immediately prior to the expiration of
their term, assuming the specified compounded annual rates of stock price appreciation over
the scheduled life of the options. This table does not take into account provisions of
certain options providing for termination of the option following termination of employment,
nontransferability or vesting schedules. The dollar amounts under these columns are the
result of calculations at the 5% and 10% rates set by the SEC and are not intended to forecast
possible future appreciation, if any, of our stock price. No gain to the optionees is
possible without an increase in stock price, which will benefit all shareholders
commensurately. Dollar amounts shown are not discounted to present value. 
  7




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
    
    50% of the respective required market value by August 1,
2008;
    
    75% of the respective required market value by August 1,
2009; and
    
    100% of the respective required market value by
August 1, 2010.
   Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
 Numberof Shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of UnexercisedAcquired
    
    
    
    
    
    Number of Unexercised
    
    In-the-Money Optionson
    
    Value
    
    Options at Fiscal Year End
    
    at Fiscal Year End(1)Name
    
    Exercise
    
    Realized
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableJonah Shacknai
    
    
    0
    
    
    $
    0
    
    
    
    1,314,912
    
    
    
    559,998
    
    
    $
    13,073,171
    
    
    $
    1,722,914Richard J. Havens
    
    
    19,500
    
    
    
    523,946
    
    
    
    36,900
    
    
    
    225,900
    
    
    
    149,967
    
    
    
    1,073,295Mark A. Prygocki, Sr.
    
    
    0
    
    
    
    0
    
    
    
    87,850
    
    
    
    301,202
    
    
    
    620,370
    
    
    
    1,431,087Mitchell S.
Wortzman, Ph.D.
    
    
    36,516
    
    
    
    930,710
    
    
    
    133,586
    
    
    
    225,900
    
    
    
    955,205
    
    
    
    1,073,295
 
 (1)
    
    Value of unexercised in-the-money options is calculated based on the market
value of the underlying shares, minus the exercise price, and assumes the sale of all the
underlying shares on June 30, 2005, at a price of $31.73, which was the closing price of the
Class A common stock on the NYSE on that date. 8




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Director Compensation
    
    
    Each non-employee director shall receive an annual retainer fee of $25,000;
    
    Each non-employee director shall receive an annual stock option grant to purchase
15,000 shares of the Companys Class A common stock pursuant to the terms of the
Companys 1998 Stock Option Plan (the 1998 Plan);
    
    The Chairperson of the Audit Committee of the board shall receive an additional
annual retainer fee of $15,000;
    
    The Chairperson of any other committee of the board shall receive an additional
annual retainer fee of $5,000; and
    
    Each member of the Audit Committee (excluding the Chairperson) shall receive an
additional annual retainer fee of $5,000.
   Stock Option and Compensation Committee Interlocks and Insider Participation
  9




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Executive Retention Plan
  Senior Executive Restricted Stock Plan
  Employment Agreement with our Chief Executive Officer
    10




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11




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ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Class A
    
    Percentage ofCommon
    
    OutstandingName(1)
    
    Stock
    
    Capital StockJonah Shacknai(2)
    
    
    2,511,370
    
    
    
    4.5
    %Arthur G. Altschul, Jr.(3)
    
    
    93,000
    
    
    
    *Spencer Davidson(4)
    
    
    93,000
    
    
    
    *Stuart Diamond(5)
    
    
    59,500
    
    
    
    *Peter S. Knight, Esq.(6)
    
    
    114,310
    
    
    
    *Michael A. Pietrangelo(7)
    
    
    187,612
    
    
    
    *Philip S. Schein, M.D.(8)
    
    
    63,000
    
    
    
    *Lottie H. Shackelford(9)
    
    
    187,664
    
    
    
    *Richard J. Havens(10)
    
    
    140,400
    
    
    
    *Mark A. Prygocki, Sr.(11)
    
    
    221,563
    
    
    
    *Mitchell S. Wortzman, Ph.D.(12)
    
    
    257,086
    
    
    
    *All executive officers and directors
(including nominees) as a group (11 persons)(13)
    
    
    3,928,505
    
    
    
    6.9
    %Massachusetts Financial Services Co.
    
    
    7,374,052
    
    
    
    13.5
    %500 Boylston St.Boston, MA 02116(14)Capital Research & Management Co.
    
    
    4,875,000
    
    
    
    8.9
    %333 South Hope St.Los Angeles, CA 90071(15)
 
 *
    
    Less than 1%.(1)
    
    The address of each beneficial owner is c/o Medicis Pharmaceutical
Corporation, 8125 North Hayden Road, Scottsdale, Arizona 85258-2463, unless otherwise
indicated.(2)
    
    Includes 1,594,910 shares of Class A common stock subject to options
granted pursuant to stock option plans which were exercisable as of October 17, 2005, or which
become exercisable within 60 days thereafter (December 16, 2005), 35,200 shares of unvested
restricted stock and 1,894 shares of Class A common stock held by Noahs Family Foundation,
for which Mr. Shacknai has sole voting power.(3)
    
    Includes 93,000 shares of Class A common stock subject to options granted
pursuant to stock option plans which were exercisable as of October 17, 2005, or which become
exercisable within 60 days thereafter (December 16, 2005).(4)
    
    Includes 93,000 shares of Class A common stock subject to options granted
pursuant to stock option plans which were exercisable as of October 17, 2005, or which become
exercisable within 60 days thereafter (December 16, 2005). 12




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(5)
    
    Includes 59,500 shares of Class A common stock subject to options granted
pursuant to stock option plans which were exercisable as of October 17, 2005, or which become
exercisable within 60 days thereafter (December 16, 2005).(6)
    
    Includes 106,500 shares of Class A common stock subject to options granted
pursuant to stock option plans which were exercisable as of October 17, 2005, or which become
exercisable within 60 days thereafter (December 16, 2005).(7)
    
    Includes 141,000 shares of Class A common stock subject to options granted
pursuant to stock option plans which were exercisable as of October 17, 2005, or which become
exercisable within 60 days thereafter (December 16, 2005).(8)
    
    Includes 63,000 shares of Class A common stock subject to options granted
pursuant to stock option plans which were exercisable as of October 17, 2005, or which become
exercisable within 60 days thereafter (December 16, 2005).(9)
    
    Includes 185,464 shares of Class A common stock subject to options granted
pursuant to stock option plans which were exercisable as of October 17, 2005, or which become
exercisable within 60 days thereafter (December 16, 2005) and 2,200 shares of Class A common
stock for which Ms. Shackelford disclaims beneficial ownership.(10)
    
    Includes 99,000 shares of Class A common stock subject to options granted
pursuant to stock option plans which were exercisable as of October 17, 2005, or which become
exercisable within 60 days thereafter (December 16, 2005) and 15,700 shares of unvested
restricted stock.(11)
    
    Includes 170,650 shares of Class A common stock subject to options granted
pursuant to stock option plans which were exercisable as of October 17, 2005, or which become
exercisable within 60 days thereafter (December 16, 2005)and 17,600 shares of unvested
restricted stock.(12)
    
    Includes 195,686 shares of Class A common stock subject to options granted
pursuant to stock option plans which were exercisable as of October 17, 2005, or which become
exercisable within 60 days thereafter (December 16, 2005) and 15,700 shares of unvested
restricted stock.(13)
    
    Includes an aggregate of 2,801,710 shares of Class A common stock subject
to options granted pursuant to stock option plans which were exercisable as of October 17,
2005, or which become exercisable within 60 days thereafter
(December 16, 2005) and 84,200 shares of unvested restricted
stock held by eleven
executive officers and directors.(14)
    
    In a filing with the SEC on Schedule 13G, filed on February 10, 2005,
Massachusetts Financial Services Company reported sole dispositive power of 7,374,052 shares
of common stock and sole voting power of 7,199,802 shares of common stock. The foregoing
information is based solely on a review of the referenced Schedule 13G .(15)
    
    In a filing with the SEC on Schedule 13G/A, filed on February 14, 2005, Capital
Research and Management Company reported sole dispositive power of 4,875,000 shares of common
stock and no voting power of such shares. ACAP Fund, Inc. reported sole voting power of
3,225,000 shares of common stock and no dispositive power over such shares. The foregoing
information is based solely on a review of the referenced Schedule 13G . 
 ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Audit Fees
  Audit-Related Fees
  13




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Tax Fees
  All Other Fees
  Pre-Approval Policies and Procedures
  
 PART IV
 
 ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Index to Financial Statements and Financial Statement Schedule
   Exhibit No.
    
    
    
    Description2.1
    
    -
    
    Agreement of Merger by and between the Company, Medicis Acquisition Corporation and
GenDerm Corporation, dated November 28, 1997 (11)2.1(a)
    
    -
    
    Agreement of Plan of Merger, dated as of October 1, 2001, by and among the Company, MPC
Merger Corp. and Ascent Pediatrics, Inc. (17)2.1(b)
    
    -
    
    Agreement and Plan of Merger, dated as of March 20, 2005, by and among the Company,
Masterpiece Acquisition Corp. and Inamed Corporation (24)3.1
    
    -
    
    Certificate of Incorporation of the Company, as amended (23)3.3 (a)
    
    -
    
    Amended and Restated By-Laws of the Company (13)4.1
    
    -
    
    Rights Agreement, dated August 17, 1995, between the Company and American
Stock Transfer & Trust Company, as Rights Agent (4)4.1(b)
    
    -
    
    Amendment No. 2 to Rights Agreement, dated March 17, 1997, between the
Company and Norwest Bank Minnesota, N.A. (9)4.1(c)
    
    -
    
    Amendment No. 3 to Rights Agreement, dated May 31, 2002, between the Company and Wells
Fargo Bank Minnesota, N.A., as successor-in-interest to American Stock Transfer & Trust
Company (18)4.1(d)
    
    -
    
    Amended and Restated Rights Agreement, dated as of August 17, 2005, between the Company
and Wells Fargo Bank, N.A., as Rights Agent(26)4.1(e)
    
    -
    
    Indenture, dated as of August 19, 2003, by and between the Company, as issuer, and
Deutsche Bank Trust Company Americas, as trustee (23)4.1(f)
    
    -
    
    Indenture, dated as of June 4, 2002, by and between the Company, as issuer, and
 14




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Exhibit No.
    
    
    
    DescriptionDeutsche
Bank Trust Company Americas, as trustee.(19)4.1(g)
    
    -
    
    Supplemental Indenture dated as of February 1, 2005 to Indenture dated as of August 19,
2003 between the Company and Deutsche Bank Trust Company Americas as Trustee
(25)4.2
    
    -
    
    Registration Rights Agreement, dated as of June 4, 2002, by and between the Company and
Deutsche Bank Securities Inc. (19)4.3
    
    -
    
    Form of specimen certificate representing Class A common stock (1)10.1
    
    -
    
    Asset Purchase Agreement among the Company, Ascent Pediatrics, Inc., BioMarin
Pharmaceutical Inc., and BioMarin Pediatrics Inc., dated April 20, 2004 (23)10.2
    
    -
    
    Securities Purchase Agreement among the Company, Ascent Pediatrics, Inc., BioMarin
Pharmaceutical Inc. and BioMarin Pediatrics Inc., dated May 18, 2004 (23)10.3
    
    -
    
    License Agreement among the Company, Ascent Pediatrics, Inc. and BioMarin Pediatrics Inc.,
dated May 18, 2004
(23)10.8
    
    -
    
    Medicis Pharmaceutical Corporation 1995 Stock Option Plan (incorporated by
reference to Exhibit C to the definitive Proxy Statement for the 1995 Annual
Meeting of Shareholders previously filed with the SEC, File No. 0-18443)10.9
    
    -
    
    Employment Agreement between the Company and Jonah Shacknai, dated
July 24, 1996 (8)10.9(a)
    
    -
    
    Amendment to Employment Agreement by and between the Company and
Jonah Shacknai, dated April 1, 1999 (15)10.9(b)
    
    -
    
    Amendment to Employment Agreement by and between the Company and
Jonah Shacknai, dated
February 21, 2001
(15)10.20
    
    -
    
    Medicis Pharmaceutical Corporation 2002 Stock Option Plan (20)10.21
    
    -
    
    Medicis Pharmaceutical Corporation 2004 Stock Incentive Plan (27)10.22
    
    -
    
    Amendment No. 2 to the Medicis Pharmaceutical Corporation 1998 Stock Option Plan, dated
September 30, 2005 (filed herewith)10.23
    
    -
    
    Amendment No. 1 to the Medicis
Pharmaceutical Corporation 1996 Stock Option Plan, dated
August 1, 2005 (filed herewith)10.24
    
    -
    
    Amendment No. 1 to the Medicis
Pharmaceutical Corporation 1998 Stock Option Plan, dated August 1,
2005 (filed herewith)10.25
    
    -
    
    Amendment No. 1 to the Medicis
Pharmaceutical Corporation 2002 Stock Option Plan, dated August 1,
2005 (filed herewith)10.26
    
    -
    
    Amendment No. 1 to the Medicis
Pharmaceutical Corporation 2004 Stock Incentive Plan, dated August 1,
2005 (filed herewith)10.30
    
    -
    
    Waiver Letter dated March 18, 2005 between the Company and Q-Med AB (27)10.59
    
    -
    
    Supply Agreement, dated October 21, 1992, between Schein Pharmaceutical and the Company
(2)10.70
    
    -
    
    Amendment to Manufacturing and Supply Agreement, dated March 2, 1993, between
Schein Pharmaceutical and the Company (3)10.72(a)
    
    -
    
    Credit and Security Agreement, dated August 3, 1995, between the Company and
Norwest Business Credit, Inc. (5)10.72(b)
    
    -
    
    First Amendment to Credit and Security Agreement, dated May 29, 1996,
between the Company and Norwest Bank Arizona, N.A. (8)10.72(c)
    
    -
    
    Second Amendment to Credit and Security Agreement, dated November 22, 1996,
by and between the Company and Norwest Bank Arizona, N.A. as successor-in-interest
to Norwest Business Credit, Inc. (10)10.72(d)
    
    -
    
    Third Amendment to Credit and Security Agreement, dated November 22, 1998, by
and between the Company and Norwest Bank Arizona, N.A., as successor-in-interest
to Norwest Business Credit, Inc. (12)10.72(e)
    
    
    
    Fourth Amendment to Credit and Security Agreement, dated November 22, 2000,
by and between the Company and Wells Fargo Bank Arizona, N.A., formerly
known as Norwest Bank Arizona, N.A., as successor-in-interest to Norwest Business
Credit, Inc.(16)10.72(f)
    
    -
    
    Fifth Amendment to Credit and Security Agreement, dated November 22, 2002, by and between
the Company and Wells Fargo Bank Arizona, N.A., formerly known as Norwest Bank Arizona,
N.A., as successor-in-interest to Norwest Business Credit, Inc. (23)10.73(a)
    
    -
    
    Patent Collateral Assignment and Security Agreement, dated August 3, 1995, by
the Company to Norwest Business Credit, Inc. (6)10.73(b)
    
    -
    
    First Amendment to Patent Collateral Assignment and Security Agreement, dated
May 29, 1996, by the Company to Norwest Bank Arizona, N.A. (8)10.73(c)
    
    -
    
    Amended and Restated Patent Collateral Assignment and Security Agreement, dated
November 22, 1998, by the Company to Norwest Bank Arizona, N.A. (12)10.74(a)
    
    -
    
    Trademark Collateral Assignment and Security Agreement, dated August 3, 1995,
by the Company to Norwest Business Credit, Inc. (7)10.74(b)
    
    -
    
    First Amendment to Trademark Collateral Assignment and Security Agreement, dated
May 29, 1996, by the Company to Norwest Bank Arizona, N.A. (8)10.74(c)
    
    -
    
    Amended and Restated Trademark, Tradename, and Service Mark Collateral
Assignment and Security Agreement, dated November 22, 1998, by the Company
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##### Table of Contents



Exhibit No.
    
    
    
    Descriptionto Norwest Bank Arizona, N.A. (12)10.75
    
    -
    
    Assignment and Assumption of Loan Documents, dated May 29, 1996, from
Norwest Business Credit, Inc., to and by Norwest Bank Arizona, N.A. (8)10.76
    
    -
    
    Multiple Advance Note, dated May 29, 1996, from the Company to Norwest Bank
Arizona, N.A. (8)10.89
    
    -
    
    Asset Purchase Agreement dated November 15, 1998, by and among the Company and
Hoechst Marion Roussel, Inc., Hoechst Marion Roussel Deutschland GMHB and
Hoechst Marion Roussel, S.A. (12)10.90
    
    -
    
    License and Option Agreement dated November 15, 1998, by and among the Company
and Hoechst Marion Roussel, Inc., Hoechst Marion Roussel Deutschland GMBH and
Hoechst Marion Roussel, S.A. (12)10.91
    
    -
    
    Loprox Lotion Supply Agreement dated November 15, 1998, by and between the
Company and Hoechst Marion Roussel, Inc. (12)10.92
    
    -
    
    Supply Agreement dated November 15, 1998, by and between the Company and
Hoechst Marion Roussel Deutschland GMBH (12)10.93
    
    -
    
    Asset Purchase Agreement effective January 31, 1999, between the Company and
Bioglan Pharma Plc (14)10.94
    
    -
    
    Stock Purchase Agreement by and among the Company, Ucyclyd Pharma, Inc. and
Syed E. Abidi, William Brusilow, Susan E. Brusilow and Norbert L. Wiech, dated
April 19, 1999 (14)10.95
    
    -
    
    Asset Purchase Agreement by and between the Company and Bioglan Pharma Plc,
dated June 29, 1999 (14)10.96
    
    -
    
    Asset Purchase Agreement by and among The Exorex Company, LLC, Bioglan
Pharma Plc, the Company and IMX Pharmaceuticals, Inc., dated June 29, 1999 (16)10.97
    
    -
    
    Medicis Pharmaceutical Corporation Executive Retention Plan (14)10.98
    
    -
    
    Asset Purchase Agreement between Warner Chilcott, plc and the Company, dated
September 14, 1999(14)10.99
    
    -
    
    Share Purchase Agreement between Q-Med International B.V. and Startskottet 21914
AB (under proposed change of name to Medicis Sweden Holdings AB), dated
February 10, 2003(21)10.99(a)
    
    -
    
    Amendment No. 1 to Share Purchase Agreement between Q-Med International
B.V. and Startskottet 21914 AB (under proposed change of name to Medicis Sweden
Holdings AB), dated March 7, 2003(21)10.100
    
    -
    
    Supply Agreement between Q-Med AB and the Company,
dated March 7, 2003(21)10.101
    
    -
    
    Amended and Restated Intellectual Property Agreement between Q-Med AB and HA
North American Sales AB, dated March 7, 2003(21)10.102
    
    -
    
    Supply Agreement between Medicis Aesthetics Holdings Inc., a wholly owned subsidiary of
the Company, and Q-Med AB, dated July 15, 2004 (23) Portions of this exhibit
(indicated by asterisks) have been omitted pursuant to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.10.103
    
    -
    
    Intellectual Property License Agreement between Q-Med AB and Medicis Aesthetics Holdings
Inc., dated July 15, 2004 (23) Portions of this exhibit (indicated by
asterisks) have been omitted pursuant to a request for confidential treatment pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934.12
    
    -
    
    Computation of Ratios of Earnings to Fixed Charges (27)21.1
    
    -
    
    Subsidiaries (27)23.1
    
    -
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (27)31.1
    
    -
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of
the Securities Exchange Act, as amended (filed herewith)31.2
    
    -
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of
the Securities Exchange Act, as amended (filed herewith)32.1
    
    -
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (27)32.2
    
    -
    
    Certification of Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (27)99.1
    
    -
    
    Exclusive Remedy Agreement, dated as of October 1, 2001, by and among the Company, Ascent
Pediatrics, Inc., FS Private Investments LLC, Furman Selz Investors II L.P., FS Employee
Investors LLC, FS Ascent Investments LLC and FS Parallel Fund L.P.,
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##### Table of Contents



Exhibit No.
    
    
    
    DescriptionBancBoston Ventures
Inc., Flynn Partners, Raymond F. Baddour, Sc.D., Robert E. Baldini, Medical Science
Partners L.P. and Emmett Clemente, Ph.D. (17)99.1(a)
    
    -
    
    Charter of the Nominating and Governance Committee of the Board of Directors of Medicis
Pharmaceutical Corporation(22)99.2
    
    -
    
    Note Agreement, dated as of October 1, 2001, by and among Ascent Pediatrics, Inc., the
Company, Furman Selz Investors II L.P., FS Employee Investors LLC, FS Ascent Investments
LLC, FS Parallel Fund L.P., BancBoston Ventures Inc. and Flynn Partners (17)99.2(a)
    
    -
    
    Medicis Pharmaceutical Corporation Corporate Governance Guidelines(22)99.3
    
    -
    
    Voting Agreement, dated as of October 1, 2001, by and among the Company, MPC Merger Corp.,
FS Private Investments LLC, Furman Selz Investors II L.P., FS Employee Investors LLC, FS
Ascent Investments LLC and FS Parallel Fund L.P. (17)
 
 (1)
    
    Incorporated by reference to the exhibit with the same number in the Registration
Statement on Form S-1 of the Registrant, File No. 33-32918, filed with the SEC on January
16, 1990(2)
    
    Incorporated by reference to the exhibit with the same number in Registration Statement
on Form S-1 of the Company, File No. 33-54276, filed with the SEC on June 11, 1993(3)
    
    Incorporated by reference to the exhibit with the same number in the Companys Annual
Report on Form 10-K for the fiscal year ended June 30, 1993, File No. 0-18443, filed with
the SEC on October 13, 1993(4)
    
    Incorporated by reference to the exhibit with the same number in the Companys Annual
Report on Form 10-K for the fiscal year ended June 30, 1995, File No. 0-18443, previously
filed with the SEC (the 1994 Form 10-K)(5)
    
    Incorporated by reference to exhibit number 4.2 in the 1995 Form 10-K(6)
    
    Incorporated by reference to exhibit number 4.4 in the 1995 Form 10-K(7)
    
    Incorporated by reference to exhibit number 4.5 in the 1995 Form 10-K(8)
    
    Incorporated by reference to the exhibit with the same number in the Companys Annual
Report on Form 10-K for the fiscal year ended June 30, 1996, File No. 0-18443, previously
filed with the SEC(9)
    
    Incorporated by reference to the exhibit with the same number in the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997, File No. 0-18443, previously filed
with the SEC(10)
    
    Incorporated by reference to the exhibit with the same number in the Companys Quarterly
Report on Form 10-Q for the quarter ended December 31, 1996, File No. 0-18443, previously
filed with the SEC(11)
    
    Incorporated by reference to the exhibit with the same number in the Companys Current
Report on Form 8-K filed with the SEC on December 15, 1997(12)
    
    Incorporated by reference to the exhibit with the same number in the Companys Quarterly
Report on Form 10-Q for the quarter ended December 31, 1998, File No. 0-18443,
previously filed with the SEC(13)
    
    Incorporated by reference to the exhibit with the same number in the Companys Quarterly
Report on Form
10-Q for the quarter ended March 31, 1999, File No. 0-18443, previously filed with the SEC(14)
    
    Incorporated by reference to the exhibit with the same number in the Companys Annual
Report on Form 10-K for the fiscal year ended June 30, 1999, File No. 0-18443, previously
filed with the SEC(15)
    
    Incorporated by reference to the exhibit with the same number in the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001, File No. 0-18443, previously
filed with the SEC(16)
    
    Incorporated by reference to the exhibit with the same number in the Companys Annual
Report on Form 10-K for the fiscal year ended June 30, 2001, File No. 0-18443, previously
filed with the SEC(17)
    
    Incorporated by reference to the exhibit with the same number in the Companys Current
Report on Form 8-K filed with the SEC on October 2, 2001(18)
    
    Incorporated by reference to the exhibit with the same number in the Companys
registration statement on
Form 8-A12B/A filed with the SEC on June 4, 2002(19)
    
    Incorporated by reference to the exhibit with the same number in the Companys Current
Report on Form 8-K filed with the SEC on June 6, 2002(20)
    
    Incorporated by reference to the exhibit with the same number in the Companys Annual
Report on Form
10-K for the fiscal year ended June 30, 2002, File No. 0-18443, previously filed with the
SEC(21)
    
    Incorporated by reference to the exhibit with the same number in the Companys Current
Report on Form
8-K filed with the SEC on March 10, 2003(22)
    
    Incorporated by reference to the exhibit with the same number in the Companys Quarterly
Report on
Form 10-Q for the quarter ended December 31, 2003, File No. 0-18443, previously filed with
the SEC(23)
    
    Incorporated by reference to the exhibit with the same number in the Companys Annual
Report on Form 17




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##### Table of Contents



10-K for the fiscal year ended June 30, 2004, File No. 0-18443, previously filed with the
SEC(24)
    
    Incorporated by reference to the exhibit with the same number in the Companys Current
Report on Form
8-K filed with the SEC on March 21, 2005(25)
    
    Incorporated by reference to the exhibit with the same number in the Companys Quarterly
Report on
Form 10-Q for the quarter ended March 31, 2005, File No. 0-18443, previously filed with the
SEC(26)
    
    Incorporated by reference to the exhibit with the same number in the Companys Current
Report on
Form 8-K filed with the SEC on August 18, 2005(27)
    
    Incorporated by reference to the exhibit with the same number in the Companys Annual
Report on Form
10-K for the fiscal year ended June 30, 2005, File No. 0-18443, previously filed with the
SEC (b)
    
    The exhibits to this Form 10-K follow the Signature page included in this Form 10-K/A.
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##### Table of Contents



SIGNATURES
  Date: October 28, 2005MEDICIS PHARMACEUTICAL CORPORATIONBy:
    
    /s/ JONAH SHACKNAIJonah ShacknaiChairman of the Board and Chief Executive Officer
 19