First Amendment To Affiliation And Disribution Agreement

FIRST AMENDMENT TO AFFILIATION AND DISTRIBUTION AGREEMENT
DATED AS OF APRIL 8, 2002 BY AND BETWEEN ICN PHARMACEUTICALS,
INC. AND RIBAPHARM INC.


This First Amendment (the "Amendment") to the Affiliation and Distribution Agreement (the "Agreement") by and between ICN Pharmaceuticals, Inc. ("ICN") and Ribapharm Inc. ("Ribapharm") is made and entered into as of March 28, 2003. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.


RECITALS
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WHEREAS, Section 2 of the Agreement provides for a revolving working capital facility (the "Facility") under which ICN agreed to make Loans to Ribapharm in an aggregate principal amount not to exceed at any time the Commitment;


WHEREAS, ICN made Loans to Ribapharm from time to time under the Facility, and Ribapharm executed a Revolving Credit Note dated April 17, 2002 in connection with such Loans;


WHEREAS, a total of $35,983,967.00 in aggregate principal and interest is
-------------- outstanding on such Loans as of the date hereof (the "Current Balance");


WHEREAS, prior to this Amendment the Agreement provided that ICN agreed to make Loans only prior to August 31, 2002, and that Ribapharm would repay all Loans in full no later than December 31, 2003; and


WHEREAS, Ribapharm desires to repay the Curren ...