The Audit Committee of the Board of Directors of Medicis Pharmaceutical Corporation (the “Audit Committee”, the “Board”, and “Medicis” or the “Company”, respectively) was established by the action of the Board as permitted by the Bylaws of the Company. This Charter (the “Charter”) is intended to supplement the Bylaw provisions and to specify in more detail the membership and responsibilities of the Audit Committee, as outlined below:

I. Organization
This Charter governs the operations of the Audit Committee. The Audit Committee will review the Charter annually and will recommend any proposed changes to the Board for approval. The Audit Committee shall be appointed by the Board and shall comprise at least three Directors, each of whom shall meet the independence and financial literacy requirements of the Listed Company Manual of the New York Stock Exchange (“NYSE Rules”) and of the Sarbanes-Oxley Act of 2002 (the “Act”). Independence means that members of the Audit Committee shall be free of any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment. Financial literacy means that all Audit Committee members will have experience or education in business or financial matters sufficient to provide him or her with a working familiarity with basic finance and accounting matters. In addition, the Audit Committee shall have at least one member with accounting or financial management expertise which results in the individual’s qualification as a “financial expert” pursuant to the Act.
Unless the Board has previously designated the chair for the Audit Committee, members of the Audit Committee may designate a chair by majority vote.

II. Statement of Purpose
The Audit Committee will assist the Board in overseeing and monitoring the Company’s financial reporting process. While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”). The accuracy of the financial statements is the responsibility of management. The conduct of an audit in accordance with auditing standards generally accepted in the United States is the responsibility of the Company’s independent auditor. The Board recognizes that the Audit Committee will rely on the advice and information it receives from the Company’s management and outside auditors. The Board does, however, expect the Audit Committee to exercise independent judgment in assessing the quality of the Company’s financial reporting process, its internal controls and the independence and performance of the Company’s internal and external auditors. In doing so, the Board expects that the Audit Committee will maintain free and open communication with the other Directors, the Company’s independent auditor, and the financial management of the Company.
The Audit Committee shall have the sole authority to approve all audit engagement fees and terms (including the authority to retain and terminate the Company’s independent auditor).

III. Meetings
The Audit Committee shall meet (either in person or by telephone) at least four times annually, or more frequently if circumstances dictate. One or more of these meetings shall include separate executive sessions with the Company’s Chief Financial Officer and with the independent auditor. Unless circumstances dictate otherwise, the meetings should occur quarterly in conjunction with a review of the Company’s quarterly and annual financial results.

IV. Duties and Responsibilities
The duties and responsibilities of the Audit Committee shall include the following: