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First Amendment To Patent Collateral Assignment

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FIRST AMENDMENT TO PATENT COLLATERAL
ASSIGNMENT AND SECURITY AGREEMENT


THIS FIRST AMENDMENT TO PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (the "Amendment") is made as of this 29th day of May, 1996 by and between MEDICIS PHARMACEUTICAL CORPORATION, a Delaware corporation ("Assignor"), and NORWEST BANK ARIZONA, NATIONAL ASSOCIATION, a national banking association, the successor-in-interest to Norwest Business Credit, Inc. ("Norwest Bank").


WHEREAS, Assignor and Norwest Business Credit, Inc. ("NBCI") are parties to that certain Patent Collateral Assignment and Security Agreement dated as of August 3, 1995, which was filed with the United States Department of Commerce Patent and Trademark Office on August 17, 1995 in Reel/Frame: 7596/0504 (the "Agreement");


WHEREAS, NBCI has assigned, and Norwest Bank has assumed, all of NBCI's right, title, interest, privileges, obligations and liabilities under the Agreement;


WHEREAS, Assignor has filed additional patents with the United States Department of Commerce Patent and Trademark Office since August 17, 1995, which patents are intended to be collateral security for the obligations of Assignor to Assignee; and


WHEREAS, Assignor and Norwest Bank desire to amend the Agreement as provided herein;


NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficient of which are hereby acknowledged, Assignor and Norwest Bank, intending to be legally bound, agree as follows:


1. Interpretation. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed thereto in the Agreement.


2. Assignee. All references to "Assignee" in the Agreement shall hereafter refer to Norwest Bank Arizona, National Association, a national banking association.


3. Recitals. The Section of the Agreement entitled "RECITALS" is hereby amended to add the following:


D. On or about May 29, 1996, Norwest Business Credit,
Inc. assigned and transferred to Norwest Bank Arizona,
National Association, all of its right, title, interest,
privileges, obligations and liabilities under the Note and
Loan Agreement and all of the other agreements and documents
evidencing, securing or otherwise relating 2
thereto, including, without limitation, this Agreement.


E. Assignor and Norwest Bank A
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