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ICN PHARMACEUTICALS FILES FEDERAL LAWSUIT CLAIMING VIOLATIONS OF SECURITIES LAWS BY CALIFORNIA STOCKBROKER

 NEW YORK, April 5 /PRNewswire/ -- ICN Pharmaceuticals, Inc. (NYSE: ICN) today brought a federal lawsuit against Rafi M. Khan, the California stockbroker who last week purportedly filed consent solicitation material with the Securities and Exchange Commission to replace ICN's management and board of directors with himself and a slate of his own choosing.
 The suit, filed this morning in U.S. District Court in the Southern District of New York, alleges, among other things, that Khan violated federal securities law, breached his fiduciary responsibilities, and made illegal use of inside information in furtherance of his surreptitious attempt to wrest control of ICN. ICN also intends to ask the Securities and Exchange Commission to undertake an immediate investigation of Khan's activities.
 Arnold I. Burns, Esq., a senior partner of Proskauer, Rose, Goetz & Mendelsohn and former deputy attorney general of the United States, representing ICN, said the suit seeks to have declared null and void a consent solicitation Khan commenced last week, as well as to enjoin Khan from undertaking any effort to interfere with the management of ICN. "The suit demonstrates that Khan violated the laws governing the solicitation of proxies and the formation of a group to change control of ICN (The Williams Act)," said Burns. "It also demonstrates that while acting as a fiduciary of the company, and while publicly lauding the company and its management, Khan illegally engaged in a conspiracy to form a cabal with the purpose of taking over ICN.
 Further, in his role as a fiduciary, Khan was intimately familiar with the inner workings of the company and received inside information -- some derived from his capacity as a fiduciary, some derived from his capacity as a fiduciary, some derived unlawfully -- which he is now illegally utilizing to further his own economic interests." The suit filed by ICN also seeks compensatory and punitive damages as well as requiring "disgorgement of Khan's unjust enrichment."
 Quoting from the suit, Burns described how Khan, while participating in a public offering on behalf of ICN's pharmaceutical research and development subsidiary, conspired to take over management of ICN:
 "While acting under the guise of an agent and fiduciary of the ICN Companies in connection with the public offering, Khan obtained proprietary, material non-public information that persuaded him that the ICN Companies and their securities were undervalued. Based on the premise that the ICN Companies were undervalued, Khan, while continuing to act under the guise of an agent and fiduciary of the ICN Companies in connection with the connection with the public offering, conspired to wrest control of the ICN Companies from current management in violation of law and in betrayal of his duties to the ICN Companies."
 Burns noted that Khan apparently hatched his conspiracy during a period in which ICN Chairman and CEO Milan Panic was away from the company serving as Prime Minister of Yugoslavia. "While Milan Panic, at great personal risk, was seeking to bring democracy and free market reforms to one of the most troubled parts of the world and to end the persecution of the Bosnian Muslim population, Khan was secretly seeking to take advantage of Mr. Panic's absence for personal enrichment." Approximately 75 percent of sales of ICN's largest subsidiary are in Yugoslavia.
 Although Khan has publicly stated he filed consent solicitation material with the SEC last week, the material was not publicly available as of business Friday, and Khan's representative has refused to provide a copy of ICN.
 Panic, who founded the company 30 years ago after escaping communist Yugoslavia, built ICN into a family of health care companies that today have more than $500 million in annual sales. Based on share price appreciation, ICN was among the best performing stocks on the New York Stock Exchange during this year's first quarter.
 Burns said today that irrespective of the suit, holders of ICN shares would be scrutinizing the qualifications of the slate of proposed directors Khan has put forward in his filing. Those proposed directors and others, said Burns, will be deposed under oath as part of the discovery process of the suit.
 The current directors of ICN Pharmaceuticals, Inc. are Norman Barker, Jr., former chairman of the board and CEO of First Interstate Bank of California; Birch E. Bayh, Esq., former United States Senator from Indiana; Robert H. Finch, Esq., former Secretary of the United States Department of Health, Education and Welfare and Counselor to the President of the United States; Weldon B. Jolley, Ph.D., former professor of surgery at the Loma Linda University School of Medicine; Robert A. Smith, Ph.D., Professor Emeritus of biochemistry at the University of California at Los Angeles; Richard W. Starr, former executive vice president and chief lending officer of First Interstate Bank of California; Adam Jerney, president and COO of SPI Pharmaceuticals, Inc.; and Milan Panic. The board approved the institution of today's lawsuit.
 -0- 4/5/93
 /CONTACT: Arnold I. Burns, Esq., of ICN Pharmaceuticals, 212-969-3000, or Gus Weill, 212-704-8242, for ICN Pharmaceuticals/
 (ICN)


CO: ICN Pharmaceuticals, Inc. ST: New York, California IN: MTC SU:

AH-PS -- NY032 -- 3041 04/05/93 12:28 EDT
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Date:Apr 5, 1993
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