Filed by Mentor Corporation

Pursuant to Rule 425 under the

Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: Medicis Pharmaceutical Corporation

Commission File No.: 1-14471

Mentor’s Proposal for Medicis

Combination Creates Global Leader

Focused on Aesthetics Medicine

2

Forward-looking Statements

These

slides

contain

forward-looking

statements,

including

statements

relating

to

Mentor’s

proposed

merger

with

Medicis,

the

success

of

Mentor’s

offer

to

combine

Mentor

and

Medicis,

the

benefits

of

the

combined

company,

Mentor’s

offer

constituting

a

superior

proposal

as

contemplated

by

the

Medicis

/

Inamed

merger

agreement,

Mentor’s

and

the

combined

company’s

products

and

product

development

pipeline,

the

combined

company’s

balance

sheet,

the

accretive

nature

of

the

proposed

merger,

the

combined

company’s

growth

opportunities,

the

status

of

the

proposed

offer

price

as

a

premium

to

Medicis

stockholders,

the

timing

of

the

closing

of

the

proposed

merger,

the

combined

company’s

competitive

advantages,

the

benefits

to

Mentor

and

Medicis’

shareholders,

the

introduction

and

acceptance

of

new

products

by

the

combined

company,

the

growth

of

the

aesthetic

medicine

market,

the

cosmetic

procedure

business

and

facial

rejuvenation

market,

Mentor’s

plans

to

focus

on

the

field

of

aesthetic  medicine

and

to

explore

strategic

options

for

its

urology

business,

the

combined

company’s

distribution

capabilities

and

sales

organization,

and

the

composition

of

the

combined

company’s

Board,

management

team

and

employees.

Forward-looking

statements

are

also

identified

by

words

or

phrases

such

as

"anticipates,"

"scheduled,"

"expects,"

"intends,“

"plans,"

"predicts,"

"believes,"

"seeks,"

"estimates,"

"is

confident,"

"may,"

"will,"

"should,"

"would,"

"could,"

"potential,"

“we

look

forward

to,”

"in

the

future,"

“represents

a

growth

opportunity,”

"continue,"

similar

expressions,

and

variations

or

negatives

of

these

words.

In

addition,

any

statements  that

refer

to

expectations,

projections

or

other

characterizations

of

future

events

or

circumstances,

including

any

underlying

assumptions,

are

forward-looking

statements.

These

forward-looking

statements

are

based

on

Mentor’s

current

expectations,

estimates,

projections,

beliefs

and

assumptions.

These

forward-looking

statements

speak

only

as

of

the

date

hereof

and

are

based

upon

the

information

available

to

Mentor

at

this

time.

Such

information

is

subject

to

change,

and

Mentor

will

not

necessarily

inform

you

of

such

changes.

These

statements

are

not

guarantees

of

future

results

and

are

subject

to

risks,

uncertainties

and

assumptions

that

are

difficult

to

predict.

Therefore,

actual

results

could

differ

materially

and

adversely

from

those

expressed

in

any

forward-looking

statement

as

a

result

of

various

factors.

Factors

that

could

cause

actual

outcomes

to

differ

include

the

response

of

Medicis

to

Mentor’s

offer,

the

final

per

share

merger

consideration

and

form

of

consideration

if

Medicis

and

Mentor

reach

agreement,

the

costs

of

the

proposed

merger

to

the

parties,

the

ability

of

the

combined

company

to

achieve

certain

revenue

and

cost

expectations,

the

outcome

of

regulatory

reviews

and

approvals

by

the

companies’

stockholders,

the

reactions

of

the

companies’

customers

and

employees

to

this

announcement

and

any

agreement

between

Medicis

and

Mentor

to

merge,

the

ability

of

the

companies

to

integrate

themselves

in

a

timely

and

efficient

manner,

the

ability

of

the

combined

company

to

introduce

and

obtain

customer

acceptance

of

new

products,

changing

market

conditions

in

the

aesthetic

medicine

and

urology

fields,

the

results

from

Mentor’s

further

evaluation

of

the

urology

business,

regulatory

developments,

general

economic

conditions

and

the

other

factors.

These

factors,

as

well

as

other

factors

applicable

to

Mentor’s

forward-looking

statements

and

its

business,

are

described

in

more

detail

in

Mentor’s

filings

with

the

Securities

and

Exchange

Commission,

including

its

Annual

Reports

on

Form

10-K,

subsequent

quarterly

reports

on

Form

10-Q,

and

recent

Current

Reports

on

Form

8-K.

Cash

Earnings

Per

Share

These

slides

provide

non-quantitative

disclosure

concerning

the

potential

impact

of

the

proposed

merger

on

Mentor’s

“cash

earnings

per

share”

following

the

close

of

the

transaction.

Cash

earnings

per

share

information

is

a

non-GAAP

financial

concept

that

excludes

certain

charges

that

would

otherwise

be

included

in

GAAP

earnings

per

share.

These

charges

include

the

write-off

of

in

process

research

and

development,

amortization

of

intangible

assets,

deferred

stock-based

compensation

expense

and

restructuring

charges,

all

of

which

would

be

associated

primarily

with

the

merger

of

Medicis

and

Mentor.

Cash

earnings

per

share

is

not

calculated

in

accordance

with,

or

an

alternative

to,

GAAP

earnings

per

share.

Additional

Information

and

Where

to

Find

It

The

material

discussed

in

these

slides

is

not

a

substitute

for

the

prospectus/proxy

statement

Mentor

and

Medicis

would

file

with

the

Securities

and

Exchange

Commission

if

an

agreement

between

Mentor

and

Medicis

is

reached.

Investors

are

urged

to

read

any

such

prospectus/proxy

statement,

when

available,

as

well

as

all

other

relevant

documents

filed

with

the

Securities

and

Exchange

Commission,

because

they

will

contain

important

information.

Such

prospectus/proxy

statement

and

other

relevant

documents

would

be,

and

other

documents

filed

by

Mentor

and

Medicis

with

the

Securities

and

Exchange

Commission

are,

available

free

of

charge

at

the

SEC’s

website

(www.sec.gov)

or

by

directing

a

request

to

Mentor

Corporation,

201

Mentor

Drive,

Santa

Barbara,

California

93111,

Attn:

Investor

Relations,

or

Medicis

Pharmaceutical

Corporation,

8125

North

Hayden

Road,

Scottsdale,

AZ,

85258,

Attn:

Investor

Relations.

Participants

in

the

Solicitation

Mentor

and

its

directors

and

executive

officers

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

from

Mentor

shareholders

and

Medicis

stockholders

with

respect

to

the

proposed

transaction.

Information

about

Mentor’s

directors

and

executive

officers

is

set

forth

in

Mentor’s

proxy

statement

for

its

2005

annual

meeting

of

shareholders,

dated

August

8,

2005,

and

Mentor’s

Current

Report

on

Form

8-K

filed

with

the

Securities

and

Exchange

Commission

on

October

11,

2005.

Additional

information

about

the

interests

of

Mentor

and

its

directors

and

executive

officers

and

other

potential

participants

will

be

included

in

the

prospectus/proxy

statement

to

be

filed

with

the

Securities

and

Exchange

Commission

if

an

agreement

between

Mentor

and

Medicis

is

reached.

3

Strategic Rationale

•

Significantly advances strategy to enhance leadership in aesthetics medicine

–

Breast aesthetics, facial aesthetics, body contouring and cosmetic dermatology

•

Leverages comprehensive distribution capabilities through complementary

sales organizations

–

Leadership in plastic surgery and cosmetic dermatology

–

Establishes broad platform to commercialize our Botulinum Toxin and other

future products

•

Product portfolio enables the combined company to create sustainable

competitive advantage

•

Significantly accretive to Cash EPS¹

•

Accelerates growth opportunities

•

Strong

balance

sheet

provides

substantial

flexibility

for

long-term

growth

¹

Cash

EPS

excludes

the

amortization

of

intangible

assets

and

is

a

non-GAAP

metric.

4

Proposal Details

¹

Mentor

would

be

prepared

to

offer

Medicis

a

significant

portion

of

the

consideration

in

cash,

if

Medicis’

Board

expressed

an

interest in an alternative consideration mix.

²

Based on Mentor closing stock price as of Friday, November 18, 2005.

³

Fully-diluted

ownership

based

on

stock

prices

as

of

November

18,

2005.

100% Mentor stock

Consideration¹

Due diligence

Shareholder approval

HSR approval

Conditions

$34.81 per Medicis share

Implied Offer Price²

Goldman, Sachs & Co. and Citigroup Global Markets Inc.

Advisors

1Q 2006

Expected Close

Combination of Mentor and Medicis management and employees

Management / Employees

Combination of Mentor and Medicis directors

Board

Mentor ~56%; Medicis ~44%

Pro Forma Ownership³

25.4% premium to Medicis’

November 18, 2005 closing price

Premium

0.62 shares of Mentor stock for each Medicis share

Exchange Ratio

5

Our Superior Proposal

¹

Based

on

Medicis’

and

Inamed’s

stock

prices

as

of

March

18,

2005,

the

day

prior

to

Medicis’

announcement

to

acquire

Inamed.

²

Fully-diluted

ownership

based

on

stock

prices

as

of

November

18,

2005.

Potential divestitures or litigation

No issues anticipated

Antitrust Risk

Overlap eliminated

Both utilized

Sales Organization

Best of best

Best of best

Management

8 out of 12

Combination

Medicis Board Representation

~52%

~44%

Medicis Ownership²

Significant

–

Overlapping products

Limited

–

Complementary products

Execution Risk

Levered

Substantial flexibility

Capital Structure

Pay 13%¹

Receive 25%

Premium

Medicis / Inamed

Mentor/ Medicis

6

Mentor/Medicis Combination

A Leader in Aesthetics Medicine

7

Mentor Corporation

Aesthetics

$252 M

Urologic Specialties

$231 M

•

A specialty medical device company

•

Strong market position in core franchises

–

Aesthetic Medicine

–

Urologic Specialties

•

Strong competitive positioning

–

Broad high-quality product offering

–

Market leading customer service and

support

–

Consumer relevant, value-added

programs

Source: SEC filings.

Fiscal Year 2005 Revenue

8

Mentor’s Strategy

•

Increase focus on aesthetic medicine

–

Leverage leadership position to take advantage of

convergence in market

–

Establish a platform and expand the product pipeline in

cosmetic dermatology

•

Explore strategic options for urology business

–

Enhance shareholder value and enable the company to

focus more fully on aesthetic medicine

9

U.S. Aesthetics Market

Top 5 Cosmetic Surgery Procedures in 2004

1.

Lipoplasty

478,251

2.

Breast Augmentation

334,052

3.

Eyelid Surgery

290,343

4.

Rhinoplasty

166,187

5.

Facelift

157,061

Source: American Society for Aesthetic Plastic Surgery (ASAPS),

2005

10

Mentor’s Aesthetics Revenues

Sales and Growth Rates

Breast Reconstruction

Breast Augmentation

Body Contouring

CAGR = 12%

Source: SEC Filings

0

50

100

150

200

250

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

11

1.0

1.1

9.7

2.1

1997

2004

Surgical (118% growth)

Non-Surgical (764% growth)

U.S. Cosmetic Procedure Growth

Source: American Society for Aesthetic Plastic Surgery (ASAPS),

2005

(millions of procedures)

12

U.S. Facial Rejuvenation

•

$12.5 billion U.S. market for surgical and non-surgical

cosmetic procedures in 2004

•

12 million procedures in 2004

Estimate 21 million by 2006

Majority of procedures will be focused on facial

rejuvenations

•

Patient overlap with those seeking breast augmentation

and body contouring

Source: American Society for Aesthetic Plastic Surgery (ASAPS), 2005

13

U.S. Aesthetics Market

Top 5 U.S. Non-Surgical Cosmetic Procedures in 2004

Procedures¹

Offering

•

Botox

®

injection

2,837,346

Mentor Botulinum Toxin product –

Expected in CY2008

•

Laser hair removal

1,411,899

•

Chemical peel

1,110,401

•

Micro-dermabrasion

1,098,316

•

Hyaluronic acid filler

882,469

Restylane

®

–

Market leader

Puragen

Plus

–

Expected in CY 2006

¹

Source: American Society for Aesthetic Plastic Surgery (ASAPS),

2005.

14

Medicis Overview

Acne

30%

Non Core

23%

Non Acne Derm

18%

Restylane

29%

•

Specialty pharma focused primarily on

dermatology and facial rejuvenation

•

Core products include: Restylane

®

(dermal

filler), Dynacin

®

, Plexion

®

, and Triaz

®

(acne treatments) and other skin treatments

•

Headquartered in Scottsdale, Arizona with

359 full-time employees as of June 30,

2005¹

•

2001A-2006E Revenue CAGR of 17%²

and

Net Income CAGR of 18%²

¹

Source: SEC filings and Wall Street Research.  Period ending June 30, 2005.

²

Source: IBES median estimates.

Fiscal Year 2005 Revenue¹

Total Revenues of $377M

15

Mentor Standalone

Pro Forma with Medicis²

Transforming Product Portfolio

$265

$560

$0

$100

$200

$300

$400

$500

$600

¹

Source: SEC filings and Wall Street research.

²

Includes

Medicis’

LTM

revenue

from

Restylane

®

,

Acne

products

and

Non-Acne

Derm.

products,

based

on

Wall

Street

research.

9/30/2005 LTM Aesthetics Revenues¹

(Dollars in millions)

16

Combination Snapshot

458

162

296

Sales Organization

2,334

359

1,975

Employees

$5,046

$1,556 / $2,214

$2,832

Market Cap . ²

/ Offer Value ³

$873

$371

$502

LTM Revenue ¹

Combined

Medicis

Mentor

(Dollars in millions)

¹

As of September 30, 2005.

²

Market

cap.

based

on

fully-diluted

shares

and

stock

prices

of

$56.14

and

$27.75

for

Mentor

and

Medicis,

respectively,

on

November 18, 2005.

³

Offer

value

based

on

fully-diluted

shares

and

an

offer

price

of

$34.81

per

Medicis

share.

17

Strong Balance Sheet for Growth

22%

2,139¹

603

453

150

$ 808

Debt / Total Capitalization

Total Shareholders’

Equity

Total Debt

Medicis Debt

Mentor Debt

Cash

Pro Forma

as of 9/30/2005

(Dollars in millions)

Source: SEC filings

¹

Based on an exchange ratio of 0.62 shares of Mentor stock for each Medicis share.

18

Roadmap to Completion

•

Deal Announcement

November 20, 2005

•

Merger Agreement

•

HSR Approval

•

Shareholder Votes

•

Anticipated Closing

Q1 CY2006

19

Strategic Rationale

•

Significantly advances strategy to enhance leadership in aesthetics medicine

–

Breast aesthetics, facial aesthetics, body contouring and cosmetic dermatology

•

Leverages comprehensive distribution capabilities through complementary

sales organizations

–

Leadership in plastic surgery and cosmetic dermatology

–

Establishes broad platform to commercialize our Botulinum Toxin and other

future products

•

Product portfolio enables the combined company to create sustainable

competitive advantage

•

Significantly accretive to Cash EPS¹

•

Accelerates growth opportunities

•

Strong

balance

sheet

provides

substantial

flexibility

for

long-term

growth

¹

Cash

EPS

excludes

the

amortization

of

intangible

assets

and

is

a

non-GAAP

metric.