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                Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934

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                           ICN PHARMACEUTICALS, INC.
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                (Name of Registrant as Specified in its Charter)

                          Iridian Asset Management LLC
                                      and
                         Franklin Mutual Advisers, LLC
- --------------------------------------------------------------------------------
      (Name of Person(s) Filing Proxy Statement, if other than Registrant)
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The following is the text of a press release issued by Iridian Asset Management
LLC and Franklin Mutual Advisers, LLC on May 3.


FROM:  Iridian Asset Management LLC
       Franklin Mutual Advisers, LLC

                 Letter to Milan Panic From Proposed Nominee of
         Iridian Asset Management LLC and Franklin Mutual Advisers, LLC


                  Westport, CT and Short Hills, NJ. May 3, 2002. Having reviewed
the press release of ICN Pharmaceuticals, Inc. (NYSE: ICN) today announcing the
revision of its preliminary proxy statement, and in particular the remarks of
Mr. Alan F. Charles, an ICN executive, characterizing the actions of Richard H.
Koppes, one of FMA and Iridian's nominees for election to ICN's board, Iridian
Asset Management LLC and Franklin Mutual Advisers, LLC, the investment manager
for Franklin Mutual Series Fund Inc., in the interest of complete and accurate
disclosure, released the full text of the letter sent yesterday, May 2, 2002, by
Mr. Koppes to ICN's Chairman, Milan Panic.

         "Dear Mr. Panic:"

         "I have received your letter dated May 2, 2002 and I am writing to
         confirm the telephone message in response to it left earlier today with
         your assistant."

         "I wish to be completely clear and unequivocal. I have never given my
         consent, expressly or impliedly, nor do I now consent, to the inclusion
         of my name on the proxy card of ICN Pharmaceuticals Inc. or to being
         named as a nominee of ICN or its board of directors in its proxy
         statement or other proxy materials in connection with the upcoming
         annual meeting and election of directors." (emphasis added)

         "If you and your advisors read any part of my prior correspondence with
         you or my choice not to respond to your last letter to mean anything to
         the contrary, you were indeed mistaken."

         "I will repeat for you that I remain willing, as I have always been, to
         serve as a director of ICN if elected and that, if elected, I will
         always act in what I believe to be the best interests of all of the
         shareholders, maintaining an open mind and seeking to maximize
         shareholder value."


                                                     "Sincerely,"

                                                     "Richard H. Koppes"



                  Iridian is an SEC-registered investment adviser located in
Westport, CT. Iridian manages approximately $12 billion for institutional
clients, pension funds, charitable foundations and endowments, and invests
primarily in mid-cap and large-cap U.S. equities.

                  Franklin Mutual Advisers, LLC is a subsidiary of Franklin
Resources, Inc. [NYSE:BEN], a global investment organization operating as
Franklin Templeton Investments. Franklin Templeton provides global and domestic
investment management services through its Franklin, Templeton, Mutual Series
and Fiduciary Trust subsidiaries. The San Mateo, CA-based company has over 50
years of investment experience and more than $274 billion in assets under
management as of March 31, 2002. For more information, please call 1-800/DIAL
BEN(R) or visit franklintempleton.com.


Contact:    For Press:               For Shareholders and Institutions:
            Hedda Nadler             Mackenzie Partners, Inc.
            Mount & Nadler           Tel: Call Collect: (212) 929-5500
            Tel: (212) 759-4440           Toll Free: (800) 322-2885