EXHIBIT 2
---------
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered
into as of this 13th day of March, 2002, by and between Iridian Asset Management
LLC, LC Capital Management, LLC, CL Investors, Inc., XXXX Partners LLC, Iridian
Private Business Value Equity Fund, L.P., Xxxxx X. Xxxxx, Xxxxxx X. Xxxx, and
Xxxxxxxx Mutual Advisers, LLC.
The parties to this Agreement hereby agree to prepare jointly and file
timely (or otherwise to deliver as appropriate) all filings on Schedule 13D and
Schedule 13G (the "Filings") required to be filed by them pursuant to Section
13(d) or 13(g) under the Securities Exchange Act of 1934, as amended, with
respect to their respective ownership of any securities of ICN Pharmaceuticals,
Inc. that are required to be reported on any Filings. Each party to this
Agreement further agrees and covenants to the other parties that it will fully
cooperate with such other parties in the preparation and timely filing (and
other delivery) of all such Filings.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
IRIDIAN ASSET MANAGEMENT LLC
/s/ Xxxxx X. Xxxxx
------------------
By: Xxxxx X. Xxxxx
Title: Principal
LC CAPITAL MANAGEMENT, LLC
/s/ Xxxxx X. Xxxxx
------------------
By: Xxxxx X. Xxxxx
Title: Principal
CL INVESTORS, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------
By: Xxxxxxx X. Xxxxxxx
Title: President
XXXX PARTNERS LLC
/s/ Xxxxx X. Xxxxx
------------------
By: Xxxxx X. Xxxxx
Title: Principal
IRIDIAN PRIVATE BUSINESS VALUE EQUITY FUND, L.P.
By: XXXX Partners LLC, General Partner
/s/ Xxxxx X. Xxxxx
------------------
By: Xxxxx X. Xxxxx
Title: Principal
/s/ Xxxxx X. Xxxxx
------------------
Xxxxx X. Xxxxx,
individually
/s/ Xxxxxx X. Xxxx
------------------
Xxxxxx X. Xxxx,
individually
FRANKLIN MUTUAL ADVISERS, LLC
/s/ Xxxxx Xxxxxxx
-----------------
By: Xxxxx Xxxxxxx
Title: President
