AN IMPORTANT MESSAGE TO ICN STOCKHOLDERS
 
                                                                January 17, 1994
 
Dear Fellow Stockholders of
ICN PHARMACEUTICALS, INC.
 
     Over  the past  few months, a  great deal of  your money has  been spent by
ICN's  management  trying  to  divert  your  attention  from  the  real   issues
confronting  our company by  making vicious personal attacks  on me and alleging
that some of you formed a group with me to take over our company.
 
     The fact  is that  I  have never  been  charged by  or  paid fines  to  any
securities  regulatory authority  in any part  of the world.  In contrast, Milan
Panic and  ICN have  been  the subject  of, and  paid  fines in  settlement  of,
lawsuits  and governmental proceedings.  As for the  group allegations, those of
you who are  alleged to be  part of the  group know as  well as I  do that  such
allegations are groundless.
 
     As  you know, people invest in, and brokerage houses follow, companies with
managements that they believe in and trust. In my experience, I have found  that
belief and trust can by themselves be the difference between a languishing share
price and the robust share price of a stock that enjoys good solid institutional
support.  Unfortunately, it  is very difficult  to reestablish  belief and trust
after they have been eroded in a company's management over a prolonged period.
 
     The statements  and  actions of  Panic  over  the last  thirty  years  have
resulted in an erosion of any belief and trust in the management of ICN that may
have  existed, resulting in only limited coverage of ICN and its subsidiaries by
brokerage houses and a very low level of institutional support for these stocks.
To enhance stockholder value, these issues have to be addressed.
 
     My solution would be to remove Panic and replace him with an individual who
is respected in the securities industry by reason of his proven track record  of
enhancing stockholder value. I believe this step will revive the interest of the
investment community in our company.
 
     I ask you: Is there any agenda that will on a long-term basis maximize your
stock's  value other than the introduction of a  new CEO who has the respect and
trust of the investment community?
 
     I have repeatedly stated that if I  become a director or officer of ICN,  I
will not accept any salary, director's fees, stock options, or other payments or
compensation from ICN, except reimbursement for the costs incurred in connection
with  the  proxy  solicitation  and the  related  consent  solicitation  and for
reasonable expenses incurred  by me in  connection with the  business of ICN.  I
don't know how I can better display my sincerity than with this statement.
 
     These  are the facts. I urge all ICN stockholders to focus on the facts and
support me by voting the  GREEN proxy cards. Even  if you have previously  voted
the  blue proxy card  you can still change  your vote by  voting the GREEN proxy
card. Since the  ICN annual meeting  is scheduled  for February 1,  1994, it  is
urgent that you vote the GREEN proxy card as soon as possible.
 
     If you have any questions, please call me at 1-800-800-0504.
 
                                          Sincerely,
                                          RAFI M. KHAN