S-8

As filed with the Securities and Exchange Commission on November 25, 2002

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MEDICIS PHARMACEUTICAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	52 1574808
(State of Incorporation)	(I.R.S. Employer Identification No.)

8125 North Hayden Road
Scottsdale, Arizona 85258-2463
(Address of Principal Executive Offices)

Medicis Pharmaceutical Corporation
2002 Stock Option Plan
(Full Title of Plan)

Jonah Shacknai
Chairman and Chief Executive Officer
Medicis Pharmaceutical Corporation
8125 North Hayden Road
Scottsdale, Arizona 85258-2463
(Name and Address of Agent for Service)
(602) 808 8800
(Telephone Number, Including Area Code of Agent for Service)

Copy to:
Joseph P. Richardson, Esq.
Bryan Cave LLP
Two North Central Avenue, Suite 2200
Phoenix, Arizona 85004

CALCULATION OF REGISTRATION FEE

		Proposed Maximum		Proposed Maximum
Title of Securities	Amount to be	Offering Price Per		Aggregate Offering		Amount of
to be Registered	Registered (1)	Share (2)		Price (2)		Registration Fee
Common Stock, $.014 par value and Preference Stock Purchase Rights (3)	3,000,000 shares	$	44.45	$	133,350,000	$	12,268.20

(1)	Plus such additional indeterminate number of shares as may be issuable pursuant to the adjustment provisions of the Plan.
(2)	Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the high and low prices of the Class A common stock on the New York Stock Exchange on November 20, 2002.
(3)	The Preference Stock Purchase Rights initially trade with the Class A common stock and are not currently exercisable.

TABLE OF CONTENTS

PART I
	Item 1. Plan Information.
	Item 2. Registration Information and Employee Plan Annual Information.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interest of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
Exhibit Index
EX-4
EX-5
EX-23.1

PART I

Item 1. Plan Information.

                  The documents containing the information specified in Part I of this Registration Statement will be sent or given to eligible employees as specified by Rule 428 (b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of the Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registration Information and Employee Plan Annual Information.

                  Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10 (a) Prospectus), other documents required to be delivered to eligible employees pursuant to Rule 428 (b) or Program are available without charge by contacting:

Investor Relations
Medicis Pharmaceutical Corporation
8125 North Hayden Road
Scottsdale, Arizona 85258-2463
(602) 808-8800

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  This Registration Statement relates to 3,000,000 shares of Class A common stock, par value $.014, of Medicis Pharmaceutical Corporation (“Registrant” or “Company”) being registered for use under the Registrant’s 2002 Stock Option Plan (the “Plan”). Officers and Directors of the Company (as such capitalized terms are defined in the Plan) are not eligible to participate in the Plan, and the Plan is not an incentive stock option plan. Stockholders’ approval of the Plan is not required.

Item 3. Incorporation of Documents by Reference.

                  The following documents which have been filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

                  (a) The Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002, filed with the Commission on November 14, 2002;

                  (b) The Annual Report on Form 10-K for the fiscal year ended June 30, 2002, filed with the Commission on September 30, 2002;

                  (c) The description of the Company’s Class A common stock contained in the Company’s Registration Statement on Form S-3 (Registration No. 333-97207), filed with the Commission on July 26, 2002, and any amendment thereto updating such description; and

                  (d) The description of the Company’s Preference Stock Purchase Rights contained in the Company’s Registration Statement on Form S-3 (Registration No. 333-97207), filed with the Commission on July 26, 2002, and any amendment thereto updating such description.

                  All other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to collectively as the “Incorporated Documents”).

                  Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

                  Not applicable.

Item 5. Interest of Named Experts and Counsel.

                  Not applicable.

Item 6. Indemnification of Directors and Officers.

                  Article VI of the Company’s Certificate of Incorporation and Article VII of the Company’s Bylaws provide for the indemnification of its directors and officers under certain circumstances and are incorporated herein by reference.

                  Section 145 of the General Corporation Law of the State of Delaware empowers a Delaware corporation to indemnify any person who is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was an officer or director of such corporation, or is or

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was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement and reasonably incurred by such person in connection with such action, suit or proceeding, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which he actually and reasonably incurred in connection therewith. The indemnification provided is not deemed to be exclusive of any other rights to which an officer or director may be entitled under a corporation’s by laws, by agreement, vote, or otherwise.

Item 7. Exemption from Registration Claimed.

                  Not applicable.

Item 8. Exhibits.

                  The Exhibits to this registration statement are listed in the Index to Exhibits on page II-7.

Item 9. Undertakings.

                  (a) The undersigned registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set

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	forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(iii)	to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

Provided however, that paragraphs (a)(l)(i) and (a)(l)(ii) of this Section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;

         (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

         (3) to remove from registration by means of a post effective amendment any of the securities being registered which remain unsold at the termination of the offering.

                  (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer of controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on the 25th day of November, 2002.

Medicis Pharmaceutical Corporation
By:	/s/Jonah Shacknai
	Jonah Shacknai Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Each person whose individual signature appears below hereby authorizes Jonah Shacknai and Mark A. Prygocki, Sr., or either one of them, to execute in the name of each such person and to file any amendment to this Registration Statement and appoints Jonah Shacknai and Mark A. Prygocki, Sr., or either one of them, as attorney in fact to sign on his behalf individually and in each capacity stated below and to file any amendments to this Registration Statement, including any and all post effective amendments.

Signature	Title	Date
/s/Jonah Shacknai Jonah Shacknai	Chairman of the Board of Directors and Chief Executive Officer	November 25, 2002
/s/Mark A. Prygocki, Sr. Mark A. Prygocki, Sr.	Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	November 25, 2002
/s/Spencer Davidson Spencer Davidson	Director	November 25, 2002
/s/Peter S. Knight Peter S. Knight	Director	November 25, 2002

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/s/Michael A. Pietrangelo Michael A. Pietrangelo	Director	November 25, 2002
/s/Philip S. Schein, M.D. Philip S. Schein, M.D.	Director	November 25, 2002
/s/Lottie H. Shackelford Lottie H. Shackelford	Director	November 25, 2002

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Exhibit Index

Exhibit
Number	Description
4	Medicis Pharmaceutical Corporation 2002 Stock Option Plan
5	Opinion of Bryan Cave LLP
23.1	Consent of Ernst & Young LLP
23.2	Consent of Bryan Cave LLP (included in Exhibit 5)
24	Power of Attorney (included on signature pages of this Registration Statement)

7 EX-4 3 p67246exv4.txt EX-4 EXHIBIT 4 MEDICIS PHARMACEUTICAL CORPORATION 2002 STOCK OPTION PLAN TABLE OF CONTENTS

Page ---- SECTION 1 PURPOSE ................................ 2 SECTION 2 DEFINITIONS ............................ 2 SECTION 3 SHARES SUBJECT TO OPTIONS .............. 5 SECTION 4 EFFECTIVE DATE ......................... 5 SECTION 5 COMMITTEE .............................. 5 SECTION 6 ELIGIBILITY ............................ 5 SECTION 7 GRANT OF OPTIONS ....................... 5 SECTION 8 OPTION PRICE ........................... 6 SECTION 9 EXERCISE PERIOD ........................ 6 SECTION 10 TRANSFERABILITY ........................ 7 SECTION 11 SECURITIES REGISTRATION AND RESTRICTIONS 7 SECTION 12 LIFE OF PLAN ........................... 7 SECTION 13 ADJUSTMENT ............................. 8 SECTION 14 SALE OR MERGER OF THE COMPANY .......... 8 SECTION 15 AMENDMENT OR TERMINATION ............... 8 SECTION 16 CHANGE OF CONTROL ...................... 9 SECTION 17 MISCELLANEOUS .......................... 9

i MEDICIS PHARMACEUTICAL CORPORATION 2002 STOCK OPTION PLAN SECTION 1. PURPOSE The purpose of this Plan is to promote the interests of Medicis Pharmaceutical Corporation (the "Company") by granting Options to purchase Stock to Employees and Key Consultants in order to (a) attract and retain Employees and Key Consultants; (b) provide an additional incentive to each Employee and Key Consultant to work to increase the value of the Stock; and (c) provide each such Employee and Key Consultant with a stake in the future of the Company which corresponds to the stake of each of the Company's stockholders. SECTION 2. DEFINITIONS Each term set forth in this Section 2 shall have the meaning set forth opposite such term for purposes of this Plan and for any Option granted under this Plan. For purposes of such definitions, the singular shall include the plural and the plural shall include the singular. Unless otherwise expressly indicated, all Section references herein shall be construed to mean references to a particular Section of this Plan. 2.1 BOARD means the Board of Directors of the Company. 2.2 CHANGE OF CONTROL means any of the following: (a) the acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended from time to time) (the "Exchange Act"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 15% or more of either (i) the then outstanding shares of Stock (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Company Voting Securities"), provided, however, that any acquisition by (x) the Company or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (y) any corporation with respect to which, following such acquisition, more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Company Voting Securities immediately prior to such acquisition in substantially the same portion as their ownership, immediately prior to such acquisition of the Outstanding Company Common Stock and Company Voting Securities, as the case may be, shall not constitute a change in control of the Company; or (b) individuals who, as of July 11, 2002, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of 2 the Board, provided that any individual becoming a director subsequent to July 11, 2002, whose election or nomination for election by the Company's shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (c) approval by the shareholders of the Company of a reorganization, merger or consolidation (a "Business Combination"), in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Company Voting Securities immediately prior to such Business Combination do not, following such Business Combination, beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination or the Outstanding Company Common Stock and Company Voting Securities, as the case may be; or (d) (i) a complete liquidation or dissolution of the Company or (ii) a sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, following such sale or disposition, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Company Voting Securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding Company Common Stock and Company Voting Securities, as the case may be, immediately prior to such sale or disposition. 2.3 CODE means the Internal Revenue Code of 1986, as amended. 2.4 COMMITTEE means the committee of Non-Employee Directors appointed by the Board to administer this Plan as contemplated by Section 5. 2.5 COMPANY means Medicis Pharmaceutical Corporation, a Delaware corporation, and any successor to such corporation. 2.6 DESIGNATED ADMINISTRATOR means a committee appointed by the Committee in accordance with Section 5. 2.7 EMPLOYEE means any employee of the Company or a Subsidiary, other than an Officer or a member of the Board. 2.8 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended. 3 2.9 FAIR MARKET VALUE means the closing quoted selling price for Stock on the relevant date, as reported in the Wall Street Journal or a similar publication selected by the Committee. 2.10 KEY CONSULTANT means any consultant or independent contractor of the Company or a Subsidiary (other than a Non-Employee Director) and who serves as such a consultant or contractor pursuant to a written agreement with the Company which has been approved by the Board, in either case who, in the judgment of the Committee acting in its absolute discretion, is a key to the success of the Company or a Subsidiary. 2.11 NON-EMPLOYEE DIRECTOR means any member of the Board of Directors of the Company qualified as such under SEC Rule 16b-3(b)(3)(i) under the Exchange Act, or any successor rule. 2.12 NON-ISO means any option granted under this Plan to purchase stock which fails to satisfy the requirements of Section 422 of the Code or has been specifically denominated as a Non-ISO by the Committee as of the time the option is granted. 2.13 OFFICER means a person who is an officer of the Company. 2.14 OPTION means a Non-ISO. 2.15 OPTION CERTIFICATE means the written agreement or instrument which sets forth the terms of an Option granted to an Employee or Key Consultant under this Plan. 2.16 OPTION PRICE means the price which shall be paid to purchase one share of stock upon the exercise of an Option granted under this Plan. 2.17 OUTSIDE DIRECTOR means any member of the Board of Directors of the Company who is not employed by the Company, regardless of whether such person qualifies as a Non-Employee Director. 2.18 PARENT CORPORATION means any corporation which is a parent corporation of the Company within the meaning of Section 424(e) of the Code. 2.19 PLAN means this Medicis Pharmaceutical Corporation 2002 Stock Option Plan, as amended from time to time. 2.20 SECURITIES ACT means the Securities Act of 1933, as amended. 2.21 SEC means the Securities Exchange Commission. 2.22 STOCK means the Class A common stock, $.014 par value per share, of the Company. 2.23 SUBSIDIARY means any corporation which is a subsidiary corporation of the Company within the meaning of Section 424(f) of the Code. 4 SECTION 3. SHARES SUBJECT TO OPTIONS There shall be Three Million (3,000,000) shares of Stock reserved for issuance in connection with Options granted under this Plan. Such shares of Stock shall be reserved to the extent that the Company deems appropriate from authorized but unissued shares of Stock and from shares of Stock which have been reacquired by the Company. Any shares of Stock subject to an Option which remain after the cancellation, expiration or exchange of such Option for another Option thereafter shall again become available for use under this Plan. SECTION 4. EFFECTIVE DATE The effective date of this Plan shall be the date which this Plan is approved by the Board. SECTION 5. COMMITTEE Subject to the further provisions of this Section 5, this Plan shall be administered by a Committee consisting solely of not less than two (2) Non Employee Directors. The Committee acting in its absolute discretion shall exercise such powers and take such action as expressly called for under this Plan. Furthermore, the Committee shall have the power to interpret this Plan and to take such other action in the administration and operation of this Plan as the Committee deems equitable under the circumstances, which action shall be binding on the Company, on each affected Employee or Key Consultant and on each other person directly or indirectly affected by such action. The Committee may appoint one or more persons, any of whom may be an Officer, whether or not any of them are also a member of the Board (the "Designated Administrator"), to administer this Plan, subject to such conditions, restrictions and limitations as may be imposed by the Committee: including (i) Options to purchase not more than 1,050,000 shares of Common Stock may be granted by the Designated Administrator in any one calendar year to all employees of the Company in the aggregate; and (ii) the Committee may establish a maximum number of shares that may be subject to Options granted under the Plan in any one calendar year to any single Employee or Key Consultant by the Designated Administrator. The maximum number of shares that may be subject to Options granted under the Plan in any one calendar year by the Designated Administrator to any single Employee or Key Consultant shall be 15,000 Shares. Any actions duly taken by the Designated Administrator with respect to the grant of Options to Employees and to Key Consultants shall be deemed to have been taken by the Committee for purposes of the Plan. SECTION 6. ELIGIBILITY Only Employees or Key Consultants shall be eligible for the grant of Options under this Plan. Officers and Directors of the Company are excluded from "Employee" and "Key Consultant" as such terms are defined herein and, accordingly, shall not be eligible for the grant of Options under this Plan. Only Non-ISOs may be granted under this Plan. SECTION 7. GRANT OF OPTIONS 7.1 COMMITTEE ACTION. The Committee (or the Designated Administrator, if appointed) acting in its absolute discretion shall grant Options to Employees and Key Consultants under this Plan from time to time to purchase shares of Stock and, further, shall have 5 the right to grant new Options in exchange for outstanding Options. Each grant of an Option shall be evidenced by an Option Certificate, and each Option Certificate shall incorporate such terms and conditions as the Committee (or the Designated Administrator, if appointed) acting in its absolute discretion deems consistent with the terms of this Plan, including, without limitation, a limitation on the number of shares subject to the Option which first became exercisable or subject to surrender during any particular period. In connection with the termination for any reason of employment by or service to the Company or any Subsidiary of any particular holder of any Option, the Committee may, in its discretion, determine to modify the number of shares of Stock as to which such Option first becomes exercisable during any particular period as provided in the related Option Certificate; provided, however, that the Committee may not extend any such period with respect to any shares of Stock subject to such Option. SECTION 8. OPTION PRICE The Option Price for each share of Stock subject to an Option shall not be less than the Fair Market Value of a share of Stock on the date the Option is granted. The Option Price shall be payable in full upon the exercise of any Option, and an Option Certificate at the discretion of the Committee may provide for the payment of the Option Price either in cash or in Stock acceptable to the Committee or in any combination of cash and Stock acceptable to the Committee. Any payment made in Stock shall be treated as equal to the Fair Market Value of such Stock on the date the properly endorsed certificate for such Stock is delivered to the Committee. SECTION 9. EXERCISE PERIOD (a) Each Option granted under this Plan shall be exercisable in whole or in part at such time or times as set forth in the related Option Certificate, but no Option Certificate shall provide that: (i) an Option is exercisable before the date such Option is granted, or (ii) an Option is exercisable after the date which is the tenth anniversary of the date such Option is granted. An Option Certificate may provide for the exercise of an Option after the employment of an Employee or service by a Key Consultant has terminated for any reason whatsoever, including death or disability. In connection with the termination for any reason of employment by or service to the Company or any Subsidiary of any particular holder of any Option, the Committee may, in its discretion, determine to extend the period during which such Option may be exercised as provided in the related Option Certificate; provided, however, that no such extension shall permit an Option to be exercised beyond the date specified in paragraph (b) of this Section. (b) Notwithstanding any other provision of this Section, upon a Change of Control each Option granted under this Plan prior to such Change of Control (whether prior to or after the amendment of the Plan to include this provision) shall immediately become exercisable to the full extent of the original grant and, in the case an Option held by an Employee shall remain 6 exercisable for three months (or such longer period as specified in the particular Option with regard to all or any shares of Stock covered by such Option) after any termination of employment of such Employee. SECTION 10. TRANSFERABILITY Each Option shall be non-transferable otherwise than by will or the laws of descent and distribution and an Option may be exercised, during the lifetime of the holder thereof, only by such holder. Notwithstanding the foregoing, the Committee in its discretion may allow Options to be transferred to an optionee's "family member" as that term is defined in the General Instructions to Form S-8 as adopted from time to time by the Securities and Exchange Commission or any successor to such commission. SECTION 11. SECURITIES REGISTRATION AND RESTRICTIONS Each Option Certificate shall provide that, upon the receipt of shares of Stock as a result of the exercise or surrender of an Option, the Employee or Key Consultant shall, if so requested by the Company, hold such shares of Stock for investment and not with a view toward resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement to that effect satisfactory to the Company. Each Option Certificate shall also provide that, if so requested by the Company, the Employee or Key Consultant shall represent in writing to the Company that he or she will not sell or offer to sell any such shares of Stock unless a registration statement shall be in effect with respect to such Stock under the Securities Act and any applicable state securities law or unless he or she shall have furnished to the Company an opinion, in form and substance satisfactory to the Company, of legal counsel acceptable to the Company, that such registration is not required. Certificates representing the Stock transferred upon the exercise or surrender of an Option granted under this Plan may at the discretion of the Company bear a legend to the effect that such Stock has not been registered under the Securities Act or any applicable state securities law and that such Stock may not be sold or offered for sale in the absence of (a) an effective registration statement as to such Stock under the Securities Act and any applicable state securities law or (b) an opinion, in form and substance satisfactory to the Company, of legal counsel acceptable to the Company, that such registration is not required. Furthermore, the Company shall have the right to require an Employee or Key Consultant to enter into such stockholder or other related agreements as the Company deems necessary or appropriate under the circumstances as a condition to the issuance of any Stock under this Plan to an Employee or Key Consultant. SECTION 12. LIFE OF PLAN No Option shall be granted under this Plan on or after the earlier of (a) the date the Committee determines, in its sole and absolute discretion, shall be the termination date of this Plan; or (b) the date on which all of the Stock reserved under Section 3 of this Plan has, as a result of the exercise of Options granted under this Plan, been issued or no longer is available for use under this Plan, in which event this Plan also shall terminate on such date. 7 SECTION 13. ADJUSTMENT The number of shares of Stock reserved under Section 3 of this Plan, the number of shares of Stock that may be granted pursuant to Section 5 of this Plan by the Designated Administrator to any single Employee or Key Consultant, and the number of shares of Stock subject to Options granted under this Plan and the Option Price of such Options shall be adjusted by the Board in an equitable manner to reflect any change in the capitalization of the Company, including, but not limited to, such changes as stock dividends or stock splits. If any adjustment under this Section 13 would create a fractional share of Stock or a right to acquire a fractional share of Stock, such fractional share shall be disregarded and the number of shares of Stock reserved under this Plan and the number subject to any Options granted under this Plan shall be the next lower number of shares of Stock, rounding all fractions downward. An adjustment made under this Section 13 by the Board shall be conclusive and binding on all affected persons and, further, shall not constitute an increase in "the number of shares reserved under Section 3" within the meaning of Section 15(a) of this Plan. SECTION 14. SALE OR MERGER OF THE COMPANY If the Company agrees to sell all or substantially all of its assets for cash or property or for a combination of cash and property or agrees to any merger, consolidation, reorganization, division or other corporate transaction in which Stock is converted into another security or into the right to receive securities or property and such agreement does not provide for the assumption or substitution of the Options granted under this Plan, each then outstanding Option at the direction and discretion of the Board may be canceled unilaterally by the Company as of the effective date of such transaction in exchange for a payment in cash or Stock, or in a combination of cash and Stock, equal in amount to the excess of the Fair Market Value on such date of the shares represented by the canceled Options over the Option Price for such shares. SECTION 15. AMENDMENT OR TERMINATION This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate; provided, however, that no such amendment shall be made absent the approval of the stockholders of the Company (a) to increase the aggregate number of shares reserved under Section 3, (b) to change the class of persons eligible for Options under Section 6 or (c) to materially modify the requirements as to eligibility for participation in this Plan, (d) to otherwise materially increase the benefits accruing under this Plan to Plan participants, in each case only if such approval would be required in order for the Company to comply with applicable law or the rules or regulations of any stock exchange or market on which the Stock is traded or listed. The Board also may suspend the granting of Options under this Plan at any time and may terminate this Plan at any time; provided, however, that the Company shall not have the right to unilaterally cancel or, in a manner which would materially adversely affect the holder, amend or modify any Option granted before such suspension or termination unless (i) the Employee or Key Consultant consents in writing to such modification, amendment or cancellation or (ii) there is a dissolution or liquidation of the Company or a transaction described in Section 13 or Section 14 of this Plan. 8 SECTION 16. CHANGE OF CONTROL Notwithstanding any other provision of this Section, upon a Change of Control each Option granted under this Plan prior to such Change of Control (whether prior to or after the amendment of the Plan to include this provision) shall immediately become exercisable to the full extent of the original grant and shall remain exercisable for three months (or such longer period as specified in the particular Option with regard to all or any shares of Stock covered by such Option) after any termination of employment of any Employee. SECTION 17. MISCELLANEOUS 17.1 NO STOCKHOLDER RIGHTS. No Employee or Key Consultant shall have any rights as a stockholder of the Company as a result of the grant of an Option to him or to her under this Plan or his or her exercise or surrender of such Option pending the actual delivery of Stock subject to such Option to such Employee or Key Consultant. 17.2 NO CONTRACT OF EMPLOYMENT. The grant of an Option to an Employee or Key Consultant under this Plan shall not constitute a contract of employment or consulting or right to continue to serve on the Company's Board of Directors and shall not confer on an Employee or Key Consultant any rights upon his or her termination of employment or service in addition to those rights, if any, expressly set forth in the Option Certificate which evidences his or her Option. 17.3 WITHHOLDING. The exercise or surrender of any Option granted under this Plan shall constitute an Employee's full and complete consent to whatever action the Committee elects to satisfy the federal and state tax withholding requirements, if any, which the Committee in its discretion deems applicable to such exercise or surrender. 17.4 CONSTRUCTION. This Plan and the Option Certificates shall be construed under the laws of the State of Delaware. 9 EX-5 4 p67246exv5.txt EX-5 EXHIBIT 5 [BRYAN CAVE LLP LETTERHEAD] November 21, 2002 Medicis Pharmaceutical Corporation 8125 North Hayden Road Scottsdale, Arizona 85258-2463 Re: Medicis Pharmaceutical Corporation: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Medicis Pharmaceutical Corporation, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 3,000,000 shares (the "Shares") of the Company's Class A common stock, $.014 par value (the "Common Stock"), which may be issued from time to time upon the exercise of stock options granted pursuant to the Company's 2002 Stock Option Plan (the "Plan"). The Shares are being registered pursuant to a registration statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission"). In arriving at the opinion expressed below, we have examined the Registration Statement and such other documents, including the Certificate of Incorporation and Bylaws of the Company, each as amended to date, as we have deemed necessary to enable us to express the opinion set forth herein. In addition, we have examined and relied on the originals or copies, certified or otherwise identified to our satisfaction as conforming to the originals thereof, of such other documents and corporate records of the Company and such other instruments and certificates of public officials and other persons as we have deemed appropriate. We have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the genuineness of all signatures on all documents reviewed by us. Based on the foregoing and subject to the limitations and qualifications set forth herein, we are of the opinion that: The Shares of Common Stock to be issued by the Company pursuant to the Registration Statement have been duly authorized, and upon issuance and delivery in accordance with the terms of the Plan will be duly and validly issued and fully paid and nonassessable. This opinion is limited to the Delaware General Corporation Law and the present federal laws of the United States and to the facts as they presently exist. We hereby consent to references to our firm under the caption "Legal Matters" in any prospectus included by incorporation by reference into the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder. Very truly yours, BRYAN CAVE LLP EX-23.1 5 p67246exv23w1.txt EX-23.1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Medicis Pharmaceutical Corporation 2002 Stock Option Plan of our report dated August 9, 2002, with respect to the consolidated financial statements and schedule of Medicis Pharmaceutical Corporation included in its Annual Report on Form 10-K for the year ended June 30, 2002, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Phoenix, Arizona November 21, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4

                                                                       EXHIBIT 4





                       MEDICIS PHARMACEUTICAL CORPORATION




                             2002 STOCK OPTION PLAN

                                TABLE OF CONTENTS



                                                                Page
                                                                ----
                                                          
SECTION 1       PURPOSE ................................          2
SECTION 2       DEFINITIONS ............................          2
SECTION 3       SHARES SUBJECT TO OPTIONS ..............          5
SECTION 4       EFFECTIVE DATE .........................          5
SECTION 5       COMMITTEE ..............................          5
SECTION 6       ELIGIBILITY ............................          5
SECTION 7       GRANT OF OPTIONS .......................          5
SECTION 8       OPTION PRICE ...........................          6
SECTION 9       EXERCISE PERIOD ........................          6
SECTION 10      TRANSFERABILITY ........................          7
SECTION 11      SECURITIES REGISTRATION AND RESTRICTIONS          7
SECTION 12      LIFE OF PLAN ...........................          7
SECTION 13      ADJUSTMENT .............................          8
SECTION 14      SALE OR MERGER OF THE COMPANY ..........          8
SECTION 15      AMENDMENT OR TERMINATION ...............          8
SECTION 16      CHANGE OF CONTROL ......................          9
SECTION 17      MISCELLANEOUS ..........................          9



                                       i

                       MEDICIS PHARMACEUTICAL CORPORATION

                             2002 STOCK OPTION PLAN

SECTION 1. PURPOSE

      The purpose of this Plan is to promote the interests of Medicis
Pharmaceutical Corporation (the "Company") by granting Options to purchase Stock
to Employees and Key Consultants in order to (a) attract and retain Employees
and Key Consultants; (b) provide an additional incentive to each Employee and
Key Consultant to work to increase the value of the Stock; and (c) provide each
such Employee and Key Consultant with a stake in the future of the Company which
corresponds to the stake of each of the Company's stockholders.

SECTION 2. DEFINITIONS

      Each term set forth in this Section 2 shall have the meaning set forth
opposite such term for purposes of this Plan and for any Option granted under
this Plan. For purposes of such definitions, the singular shall include the
plural and the plural shall include the singular. Unless otherwise expressly
indicated, all Section references herein shall be construed to mean references
to a particular Section of this Plan.

      2.1 BOARD means the Board of Directors of the Company.

      2.2 CHANGE OF CONTROL means any of the following:

            (a) the acquisition, other than from the Company, by any individual,
entity or group (within the meaning of Section 13(d) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended from time to time) (the "Exchange
Act"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 15% or more of either (i) the then outstanding shares
of Stock (the "Outstanding Company Common Stock") or (ii) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Company Voting Securities"),
provided, however, that any acquisition by (x) the Company or any of its
subsidiaries, or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (y) any corporation with
respect to which, following such acquisition, more than 60% of, respectively,
the then outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Company Voting Securities immediately prior to such
acquisition in substantially the same portion as their ownership, immediately
prior to such acquisition of the Outstanding Company Common Stock and Company
Voting Securities, as the case may be, shall not constitute a change in control
of the Company; or

            (b) individuals who, as of July 11, 2002, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any reason to
constitute at least a majority of


                                       2

the Board, provided that any individual becoming a director subsequent to July
11, 2002, whose election or nomination for election by the Company's
shareholders was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual
whose initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the Company (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act); or

            (c) approval by the shareholders of the Company of a reorganization,
merger or consolidation (a "Business Combination"), in each case, with respect
to which all or substantially all of the individuals and entities who were the
respective beneficial owners of the Outstanding Company Common Stock and Company
Voting Securities immediately prior to such Business Combination do not,
following such Business Combination, beneficially own, directly or indirectly,
more than 60% of, respectively, the then outstanding shares of common stock and
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination in substantially the same
proportion as their ownership immediately prior to such Business Combination or
the Outstanding Company Common Stock and Company Voting Securities, as the case
may be; or

            (d) (i) a complete liquidation or dissolution of the Company or (ii)
a sale or other disposition of all or substantially all of the assets of the
Company other than to a corporation with respect to which, following such sale
or disposition, more than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors is then owned
beneficially, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Company Voting Securities immediately prior
to such sale or disposition in substantially the same proportion as their
ownership of the Outstanding Company Common Stock and Company Voting Securities,
as the case may be, immediately prior to such sale or disposition.

      2.3 CODE means the Internal Revenue Code of 1986, as amended.

      2.4 COMMITTEE means the committee of Non-Employee Directors appointed by
the Board to administer this Plan as contemplated by Section 5.

      2.5 COMPANY means Medicis Pharmaceutical Corporation, a Delaware
corporation, and any successor to such corporation.

      2.6 DESIGNATED ADMINISTRATOR means a committee appointed by the Committee
in accordance with Section 5.

      2.7 EMPLOYEE means any employee of the Company or a Subsidiary, other than
an Officer or a member of the Board.

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


                                       3

      2.9 FAIR MARKET VALUE means the closing quoted selling price for Stock on
the relevant date, as reported in the Wall Street Journal or a similar
publication selected by the Committee.

      2.10 KEY CONSULTANT means any consultant or independent contractor of the
Company or a Subsidiary (other than a Non-Employee Director) and who serves as
such a consultant or contractor pursuant to a written agreement with the Company
which has been approved by the Board, in either case who, in the judgment of the
Committee acting in its absolute discretion, is a key to the success of the
Company or a Subsidiary.

      2.11 NON-EMPLOYEE DIRECTOR means any member of the Board of Directors of
the Company qualified as such under SEC Rule 16b-3(b)(3)(i) under the Exchange
Act, or any successor rule.

      2.12 NON-ISO means any option granted under this Plan to purchase stock
which fails to satisfy the requirements of Section 422 of the Code or has been
specifically denominated as a Non-ISO by the Committee as of the time the option
is granted.

      2.13 OFFICER means a person who is an officer of the Company.

      2.14 OPTION means a Non-ISO.

      2.15 OPTION CERTIFICATE means the written agreement or instrument which
sets forth the terms of an Option granted to an Employee or Key Consultant under
this Plan.

      2.16 OPTION PRICE means the price which shall be paid to purchase one
share of stock upon the exercise of an Option granted under this Plan.

      2.17 OUTSIDE DIRECTOR means any member of the Board of Directors of the
Company who is not employed by the Company, regardless of whether such person
qualifies as a Non-Employee Director.

      2.18 PARENT CORPORATION means any corporation which is a parent
corporation of the Company within the meaning of Section 424(e) of the Code.

      2.19 PLAN means this Medicis Pharmaceutical Corporation 2002 Stock Option
Plan, as amended from time to time.

      2.20 SECURITIES ACT means the Securities Act of 1933, as amended.

      2.21 SEC means the Securities Exchange Commission.

      2.22 STOCK means the Class A common stock, $.014 par value per share, of
the Company.

      2.23 SUBSIDIARY means any corporation which is a subsidiary corporation of
the Company within the meaning of Section 424(f) of the Code.


                                       4

SECTION 3. SHARES SUBJECT TO OPTIONS

      There shall be Three Million (3,000,000) shares of Stock reserved for
issuance in connection with Options granted under this Plan. Such shares of
Stock shall be reserved to the extent that the Company deems appropriate from
authorized but unissued shares of Stock and from shares of Stock which have been
reacquired by the Company. Any shares of Stock subject to an Option which remain
after the cancellation, expiration or exchange of such Option for another Option
thereafter shall again become available for use under this Plan.

SECTION 4. EFFECTIVE DATE

      The effective date of this Plan shall be the date which this Plan is
approved by the Board.

SECTION 5. COMMITTEE

      Subject to the further provisions of this Section 5, this Plan shall be
administered by a Committee consisting solely of not less than two (2) Non
Employee Directors. The Committee acting in its absolute discretion shall
exercise such powers and take such action as expressly called for under this
Plan. Furthermore, the Committee shall have the power to interpret this Plan and
to take such other action in the administration and operation of this Plan as
the Committee deems equitable under the circumstances, which action shall be
binding on the Company, on each affected Employee or Key Consultant and on each
other person directly or indirectly affected by such action. The Committee may
appoint one or more persons, any of whom may be an Officer, whether or not any
of them are also a member of the Board (the "Designated Administrator"), to
administer this Plan, subject to such conditions, restrictions and limitations
as may be imposed by the Committee: including (i) Options to purchase not more
than 1,050,000 shares of Common Stock may be granted by the Designated
Administrator in any one calendar year to all employees of the Company in the
aggregate; and (ii) the Committee may establish a maximum number of shares that
may be subject to Options granted under the Plan in any one calendar year to any
single Employee or Key Consultant by the Designated Administrator. The maximum
number of shares that may be subject to Options granted under the Plan in any
one calendar year by the Designated Administrator to any single Employee or Key
Consultant shall be 15,000 Shares. Any actions duly taken by the Designated
Administrator with respect to the grant of Options to Employees and to Key
Consultants shall be deemed to have been taken by the Committee for purposes of
the Plan.

SECTION 6. ELIGIBILITY

      Only Employees or Key Consultants shall be eligible for the grant of
Options under this Plan. Officers and Directors of the Company are excluded from
"Employee" and "Key Consultant" as such terms are defined herein and,
accordingly, shall not be eligible for the grant of Options under this Plan.
Only Non-ISOs may be granted under this Plan.

SECTION 7. GRANT OF OPTIONS

      7.1 COMMITTEE ACTION. The Committee (or the Designated Administrator, if
appointed) acting in its absolute discretion shall grant Options to Employees
and Key Consultants under this Plan from time to time to purchase shares of
Stock and, further, shall have


                                       5

the right to grant new Options in exchange for outstanding Options. Each grant
of an Option shall be evidenced by an Option Certificate, and each Option
Certificate shall incorporate such terms and conditions as the Committee (or the
Designated Administrator, if appointed) acting in its absolute discretion deems
consistent with the terms of this Plan, including, without limitation, a
limitation on the number of shares subject to the Option which first became
exercisable or subject to surrender during any particular period.

            In connection with the termination for any reason of employment by
or service to the Company or any Subsidiary of any particular holder of any
Option, the Committee may, in its discretion, determine to modify the number of
shares of Stock as to which such Option first becomes exercisable during any
particular period as provided in the related Option Certificate; provided,
however, that the Committee may not extend any such period with respect to any
shares of Stock subject to such Option.

SECTION 8. OPTION PRICE

      The Option Price for each share of Stock subject to an Option shall not be
less than the Fair Market Value of a share of Stock on the date the Option is
granted. The Option Price shall be payable in full upon the exercise of any
Option, and an Option Certificate at the discretion of the Committee may provide
for the payment of the Option Price either in cash or in Stock acceptable to the
Committee or in any combination of cash and Stock acceptable to the Committee.
Any payment made in Stock shall be treated as equal to the Fair Market Value of
such Stock on the date the properly endorsed certificate for such Stock is
delivered to the Committee.

SECTION 9. EXERCISE PERIOD

      (a) Each Option granted under this Plan shall be exercisable in whole or
in part at such time or times as set forth in the related Option Certificate,
but no Option Certificate shall provide that:

            (i) an Option is exercisable before the date such Option is granted,
      or

            (ii) an Option is exercisable after the date which is the tenth
      anniversary of the date such Option is granted.

An Option Certificate may provide for the exercise of an Option after the
employment of an Employee or service by a Key Consultant has terminated for any
reason whatsoever, including death or disability. In connection with the
termination for any reason of employment by or service to the Company or any
Subsidiary of any particular holder of any Option, the Committee may, in its
discretion, determine to extend the period during which such Option may be
exercised as provided in the related Option Certificate; provided, however, that
no such extension shall permit an Option to be exercised beyond the date
specified in paragraph (b) of this Section.

      (b) Notwithstanding any other provision of this Section, upon a Change of
Control each Option granted under this Plan prior to such Change of Control
(whether prior to or after the amendment of the Plan to include this provision)
shall immediately become exercisable to the full extent of the original grant
and, in the case an Option held by an Employee shall remain


                                       6

exercisable for three months (or such longer period as specified in the
particular Option with regard to all or any shares of Stock covered by such
Option) after any termination of employment of such Employee.

SECTION 10. TRANSFERABILITY

      Each Option shall be non-transferable otherwise than by will or the laws
of descent and distribution and an Option may be exercised, during the lifetime
of the holder thereof, only by such holder. Notwithstanding the foregoing, the
Committee in its discretion may allow Options to be transferred to an optionee's
"family member" as that term is defined in the General Instructions to Form S-8
as adopted from time to time by the Securities and Exchange Commission or any
successor to such commission.

SECTION 11. SECURITIES REGISTRATION AND RESTRICTIONS

      Each Option Certificate shall provide that, upon the receipt of shares of
Stock as a result of the exercise or surrender of an Option, the Employee or Key
Consultant shall, if so requested by the Company, hold such shares of Stock for
investment and not with a view toward resale or distribution to the public and,
if so requested by the Company, shall deliver to the Company a written statement
to that effect satisfactory to the Company. Each Option Certificate shall also
provide that, if so requested by the Company, the Employee or Key Consultant
shall represent in writing to the Company that he or she will not sell or offer
to sell any such shares of Stock unless a registration statement shall be in
effect with respect to such Stock under the Securities Act and any applicable
state securities law or unless he or she shall have furnished to the Company an
opinion, in form and substance satisfactory to the Company, of legal counsel
acceptable to the Company, that such registration is not required. Certificates
representing the Stock transferred upon the exercise or surrender of an Option
granted under this Plan may at the discretion of the Company bear a legend to
the effect that such Stock has not been registered under the Securities Act or
any applicable state securities law and that such Stock may not be sold or
offered for sale in the absence of (a) an effective registration statement as to
such Stock under the Securities Act and any applicable state securities law or
(b) an opinion, in form and substance satisfactory to the Company, of legal
counsel acceptable to the Company, that such registration is not required.
Furthermore, the Company shall have the right to require an Employee or Key
Consultant to enter into such stockholder or other related agreements as the
Company deems necessary or appropriate under the circumstances as a condition to
the issuance of any Stock under this Plan to an Employee or Key Consultant.

SECTION 12. LIFE OF PLAN

      No Option shall be granted under this Plan on or after the earlier of

            (a) the date the Committee determines, in its sole and absolute
discretion, shall be the termination date of this Plan; or

            (b) the date on which all of the Stock reserved under Section 3 of
this Plan has, as a result of the exercise of Options granted under this Plan,
been issued or no longer is available for use under this Plan, in which event
this Plan also shall terminate on such date.


                                       7

SECTION 13. ADJUSTMENT

      The number of shares of Stock reserved under Section 3 of this Plan, the
number of shares of Stock that may be granted pursuant to Section 5 of this Plan
by the Designated Administrator to any single Employee or Key Consultant, and
the number of shares of Stock subject to Options granted under this Plan and the
Option Price of such Options shall be adjusted by the Board in an equitable
manner to reflect any change in the capitalization of the Company, including,
but not limited to, such changes as stock dividends or stock splits. If any
adjustment under this Section 13 would create a fractional share of Stock or a
right to acquire a fractional share of Stock, such fractional share shall be
disregarded and the number of shares of Stock reserved under this Plan and the
number subject to any Options granted under this Plan shall be the next lower
number of shares of Stock, rounding all fractions downward. An adjustment made
under this Section 13 by the Board shall be conclusive and binding on all
affected persons and, further, shall not constitute an increase in "the number
of shares reserved under Section 3" within the meaning of Section 15(a) of this
Plan.

SECTION 14. SALE OR MERGER OF THE COMPANY

      If the Company agrees to sell all or substantially all of its assets for
cash or property or for a combination of cash and property or agrees to any
merger, consolidation, reorganization, division or other corporate transaction
in which Stock is converted into another security or into the right to receive
securities or property and such agreement does not provide for the assumption or
substitution of the Options granted under this Plan, each then outstanding
Option at the direction and discretion of the Board may be canceled unilaterally
by the Company as of the effective date of such transaction in exchange for a
payment in cash or Stock, or in a combination of cash and Stock, equal in amount
to the excess of the Fair Market Value on such date of the shares represented by
the canceled Options over the Option Price for such shares.

SECTION 15. AMENDMENT OR TERMINATION

      This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, that no such
amendment shall be made absent the approval of the stockholders of the Company
(a) to increase the aggregate number of shares reserved under Section 3, (b) to
change the class of persons eligible for Options under Section 6 or (c) to
materially modify the requirements as to eligibility for participation in this
Plan, (d) to otherwise materially increase the benefits accruing under this Plan
to Plan participants, in each case only if such approval would be required in
order for the Company to comply with applicable law or the rules or regulations
of any stock exchange or market on which the Stock is traded or listed. The
Board also may suspend the granting of Options under this Plan at any time and
may terminate this Plan at any time; provided, however, that the Company shall
not have the right to unilaterally cancel or, in a manner which would materially
adversely affect the holder, amend or modify any Option granted before such
suspension or termination unless (i) the Employee or Key Consultant consents in
writing to such modification, amendment or cancellation or (ii) there is a
dissolution or liquidation of the Company or a transaction described in Section
13 or Section 14 of this Plan.


                                       8

SECTION 16. CHANGE OF CONTROL

      Notwithstanding any other provision of this Section, upon a Change of
Control each Option granted under this Plan prior to such Change of Control
(whether prior to or after the amendment of the Plan to include this provision)
shall immediately become exercisable to the full extent of the original grant
and shall remain exercisable for three months (or such longer period as
specified in the particular Option with regard to all or any shares of Stock
covered by such Option) after any termination of employment of any Employee.

SECTION 17. MISCELLANEOUS

      17.1 NO STOCKHOLDER RIGHTS. No Employee or Key Consultant shall have any
rights as a stockholder of the Company as a result of the grant of an Option to
him or to her under this Plan or his or her exercise or surrender of such Option
pending the actual delivery of Stock subject to such Option to such Employee or
Key Consultant.

      17.2 NO CONTRACT OF EMPLOYMENT. The grant of an Option to an Employee or
Key Consultant under this Plan shall not constitute a contract of employment or
consulting or right to continue to serve on the Company's Board of Directors and
shall not confer on an Employee or Key Consultant any rights upon his or her
termination of employment or service in addition to those rights, if any,
expressly set forth in the Option Certificate which evidences his or her Option.

      17.3 WITHHOLDING. The exercise or surrender of any Option granted under
this Plan shall constitute an Employee's full and complete consent to whatever
action the Committee elects to satisfy the federal and state tax withholding
requirements, if any, which the Committee in its discretion deems applicable to
such exercise or surrender.

      17.4 CONSTRUCTION. This Plan and the Option Certificates shall be
construed under the laws of the State of Delaware.


                                       9

EX-5

                                                                       EXHIBIT 5

                           [BRYAN CAVE LLP LETTERHEAD]

                               November 21, 2002

Medicis Pharmaceutical Corporation
8125 North Hayden Road
Scottsdale, Arizona 85258-2463

Re:   Medicis Pharmaceutical Corporation: Registration Statement on Form S-8


Ladies and Gentlemen:

We have acted as counsel to Medicis Pharmaceutical Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 3,000,000 shares
(the "Shares") of the Company's Class A common stock, $.014 par value (the
"Common Stock"), which may be issued from time to time upon the exercise of
stock options granted pursuant to the Company's 2002 Stock Option Plan (the
"Plan"). The Shares are being registered pursuant to a registration statement on
Form S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission").

In arriving at the opinion expressed below, we have examined the Registration
Statement and such other documents, including the Certificate of Incorporation
and Bylaws of the Company, each as amended to date, as we have deemed necessary
to enable us to express the opinion set forth herein. In addition, we have
examined and relied on the originals or copies, certified or otherwise
identified to our satisfaction as conforming to the originals thereof, of such
other documents and corporate records of the Company and such other instruments
and certificates of public officials and other persons as we have deemed
appropriate. We have assumed the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as copies, and the genuineness of all signatures on all
documents reviewed by us.

Based on the foregoing and subject to the limitations and qualifications set
forth herein, we are of the opinion that:

The Shares of Common Stock to be issued by the Company pursuant to the
Registration Statement have been duly authorized, and upon issuance and delivery
in accordance with the terms of the Plan will be duly and validly issued and
fully paid and nonassessable.

This opinion is limited to the Delaware General Corporation Law and the present
federal laws of the United States and to the facts as they presently exist. We
hereby consent to references to our firm under the caption "Legal Matters" in
any prospectus included by incorporation by reference into the Registration
Statement. In giving this consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act, or the rules and regulations of the Commission thereunder.

Very truly yours,



BRYAN CAVE LLP

EX-23.1

                                                                    EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Medicis Pharmaceutical Corporation 2002 Stock Option Plan
of our report dated August 9, 2002, with respect to the consolidated financial
statements and schedule of Medicis Pharmaceutical Corporation included in its
Annual Report on Form 10-K for the year ended June 30, 2002, filed with the
Securities and Exchange Commission.

                                           /s/ ERNST & YOUNG LLP


Phoenix, Arizona
November 21, 2002