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                                 EXHIBIT 10.34.


         SUPPLEMENTAL AGREEMENT, dated as of October 31, 1994, between ICN
Pharmaceuticals, Inc. a Delaware corporation with principal offices at 3300
Hyland Avenue, Costa Mesa, California 92626, United States of America ("ICN"),
ICN Merger Corp., a Delaware corporation whose principal office is at 3300
Hyland Ave., Costa Mesa, California 92626, United States of America ("New
ICN"), and Ansbacher (Guernsey) Limited (formerly Ansbacher [C.I.] Limited)
whose registered office is at La Plaiderie, St. Peter Port, Guernsey ("the
Trustee"), as trustee for Pharma Capital Holdings (the "Trustee").

         WHEREAS, on October 16, 1986, pursuant to a bond issue agreement ("the
Bond Issue Agreement") of the same date between ICN and the Trustee, the
Trustee purchased 10 series of Zero Coupon ECU Bonds due each May 30, 1987
through 1996 (the "Bonds") issued by ICN Pharmaceuticals, Inc. ("ICN");

         WHEREAS, on the date hereof, the aggregate future payments of the
Bonds through maturity would be ECU 2,348,274;

         WHEREAS, ICN and certain affiliates of ICN will be merged into New ICN
(the "Merger") pursuant to that certain Agreement and Plan of Merger, dated
August 1, 1994, among New ICN, ICN, SPI Pharmaceuticals, Inc., ICN Biomedicals,
Inc. and Viratek, Inc., as amended;

         WHEREAS, New ICN will be the surviving corporation of the Merger and,
upon the effectiveness thereof, New ICN will change its name to ICN
Pharmaceuticals, Inc.;

         WHEREAS, pursuant to the terms and conditions of the Bonds set forth
on the reverse of the Bonds ("the Terms of Bonds"), 50% or more of the holders
of the Bonds may declare the Bonds then outstanding due and payable in the
event of a merger of ICN into another corporation unless, among other things,
the surviving corporation expressly assumes all obligations of ICN under the
Bonds by supplemental agreement reasonably satisfactory to such holder or
holders of the Bonds; and

         WHEREAS, New ICN desires to assume all obligations of ICN under the
Terms of the Bonds, the Bond Issue Agreement and the Pharma Capital Holdings
Trust Instrument, dated October 16, 1986 (the "Trust Instrument"), between ICN
and the Trustee;

         NOW THEREFORE, in consideration of the premises herein set forth and
in order to comply with the Terms of the Bonds the parties hereto agree as
follows:

         1. Assumption.  In satisfaction of the requirements of Section 9(f) of
the Terms of the Bonds and in consideration of the respective obligations
undertaken herein, New ICN hereby expressly and unconditionally assumes any and
all obligations of ICN under the Terms of the Bonds, the Bond Issue Agreement
and the Trust Instrument in place of ICN and New ICN and the Trustee shall
assume obligations towards each other in all respects as though New ICN had
been a party thereto.

         2. Release.  The Trustee shall release ICN from its obligations to the
Trustee under the Terms of the Bonds, the Bond Issue Agreement, and the Trust
Instrument and ICN shall release the Trustee from its obligations to ICN
thereunder the Trustee and ICN shall each be released from further obligations
to the other thereunder and their respective rights against each other shall be
discharged.

         3. Confirmation.  The Terms of the Bonds, the Bond Issue Agreement and
the Trust Instrument (mutatis mutandis) are in all respects confirmed and
preserved.

         4. Effectiveness.  Subject to clause 5 hereof, this Agreement shall
become effective immediately upon the filing of the Certificate of Merger
evidencing the Merger with the Secretary of State of the State of Delaware
("the Merger Date").

         5. Conditions Precedent.  This Agreement shall be conditional upon
there having been delivered to the Trustee on or prior to the Merger Date in
agreed form an opinion from US counsel licensed to


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practice in the State of Delaware Richards, Layton & Finger relating to the
Merger and such other resolutions, consents, authorities, agreements and
documents relating to this Agreement as the Trustee may reasonably require.

         6. Counterparts.  This Supplemental Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

         7. Governing Law.  This Supplemental Agreement shall be construed in
accordance with and governed by the laws of New York.

         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Agreement to be duly executed, as of the date and year first above written.

                                      ICN MERGER CORP.


                                     
                                      By:
                                          -------------------------------------
                                          Name:   John E. Giordani
                                          Title:  Director and Vice President


                                      ANSBACHER (GUERNSEY) LIMITED,
                                      as trustee for Pharma Capital Holdings


                                     
                                      By:
                                          -------------------------------------



                                      ICN PHARMACEUTICALS, INC.


                                     
                                      By:
                                          -------------------------------------


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