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	•	$84.00 in cash, without interest, or
	•	0.8498 of a share of Allergan common stock (including the associated preferred stock purchase rights),

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Allergan Information Incorporated by Reference		Period Covered or Date of Filing
Annual Report on Form 10-K		Fiscal year ended December 31, 2004, as filed with the SEC on March 9, 2005
The description of Allergan common stock set forth in Allergan’s Registration Statement on Form 8-A, filed with the SEC on June 12, 1989, including all amendments and reports filed for the purpose of updating such description
The description of Allergan preferred stock purchase rights set forth in Allergan’s Registration Statement on Form 8-A12B, filed with the SEC on February 1, 2000, including all amendments or reports filed for the purpose of updating such description.
Quarterly Reports on Form 10-Q		Fiscal quarter ended:
		•   March 25, 2005, as filed with the SEC on April 28, 2005
		•   June 24, 2005, as filed with the SEC on July 28, 2005, and as amended on August 24, 2005
		•   September 30, 2005, as filed with the SEC on November 7, 2005

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Allergan Information Incorporated by Reference
		Period Covered or Date of Filing
Current Reports on Form 8-K		Filed with the SEC on:
		•   January 14, 2005 •   January 18, 2005, and as amended April 21, 2005 •   January 25, 2005 •   March 3, 2005 •   May 19, 2005 •   June 30, 2005		•   August 9, 2005 •   August 23, 2005 •   September 27, 2005 •   October 5, 2005 •   November 15, 2005 •   December 7, 2005 •   December 21, 2005

Inamed Information Incorporated by Reference
		Period Covered or Date of Filing
Annual Report on Form 10-K		Fiscal year ended December 31, 2004, as filed with the SEC on March 16, 2005, and as amended on April 29, 2005
The description of Inamed’s common stock set forth in Inamed’s Registration Statement on Form 8-A, filed with the SEC on October 14, 1987, including all amendments and reports filed for the purpose of updating such description.
The description of Inamed’s stock purchase rights set forth in Inamed’s Registration Statement on Form 8-A, filed with the SEC on June 10, 1997, including all amendments and reports filed for the purpose of updating such description.
Quarterly Reports on Form 10-Q		Fiscal quarter ended:
		•   March 31, 2005, as filed with the SEC on May 10, 2005, and as amended on May 11, 2005 •   June 30, 2005, as filed with the SEC on August 9, 2005 •   September 30, 2005, as filed with the SEC on November 9, 2005

Current Reports on Form 8-K		Filed with the SEC on:
		•   January 25, 2005 (Item 8.01) •   March 21, 2005 •   May 6, 2005 •   July 18, 2005 •   August 4, 2005 •   November 16, 2005		•   December 5, 2005 •   December 6, 2005 •   December 13, 2005 •   December 15, 2005 •   December 20, 2005

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			Page
WHERE TO OBTAIN MORE INFORMATION				i
FORWARD-LOOKING STATEMENTS				iv
SUMMARY				1
RISK FACTORS				11
	Risk Factors Relating to the Offer			11
	Risks Factors Relating to the Business of Allergan and the Combined Company			14
COMPARATIVE MARKET PRICE DATA				24
COMPARATIVE PER SHARE DATA (UNAUDITED)				25
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ALLERGAN				26
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF INAMED				28
SELECTED UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA				30
RATIO OF EARNINGS TO FIXED CHARGES				32
THE COMPANIES				33
REASONS FOR THE OFFER				35
BACKGROUND OF THE OFFER				36
	Allergan Proposal			36
	Termination of the Medicis Merger Agreement			40
	Recommendation of the Inamed Board			41
	Execution of the Allergan Merger Agreement			41
ALLERGAN MERGER AGREEMENT				42
	The Offer			42
	The Inamed Merger			42
	The Post-Closing Merger			42
	Completion and Effectiveness of the Inamed Merger			42
	Merger Consideration			42
	Exchange of Inamed Stock Certificates for the Merger Consideration			43
	Fractional Shares			44
	Top-Up Option			44
	Conditions to Completion of the Offer			44
	Conditions to the Inamed Merger			44
	Representations and Warranties			45
	No Solicitation of Other Offers by Inamed			45
	Changes of Recommendation			47
	Stockholder Approval			47
	Conduct of Business Before Completion of the Merger			47
	Access to Information; Confidentiality			51
	Antitrust Approval			51
	Inamed Benefit Plans			52
	Directors’ and Officers’ Indemnification			53
	Financing; Allergan Guarantee			54
	Post-Closing Merger			54
	Termination of the Allergan Merger Agreement			54
	Termination Fees and Expenses			55
	Effect of Termination			57
	Stock Exchange Listing			57
	Tax Treatment			57
	Amendments, Extensions and Waivers			58

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			Page
THE OFFER				59
	Consideration			59
	Elections and Proration			60
	Expiration of the Offer			62
	Extension, Termination and Amendment			62
	Conditions of the Offer			63
	Exchange of Inamed Shares; Delivery of Cash and Shares of Allergan Common Stock			65
	Cash Instead of Fractional Shares of Allergan Common Stock			66
	Withdrawal Rights			66
	Procedure for Tendering			67
	Guaranteed Delivery			68
	Grant of Proxy			68
	Fees and Commissions			69
	Matters Concerning Validity and Eligibility			69
	Announcement of Results of the Offer			69
	Ownership of Allergan After the Offer and the Inamed Merger			70
	Material U.S. Federal Income Tax Consequences			70
	Purpose of the Offer; the Inamed Merger; Appraisal Rights			73
	The Post-Closing Merger			74
	Plans for Inamed			74
	Effect of the Offer on the Market for Inamed Shares; NASDAQ Listing; Registration Under the Exchange Act; Margin Regulations			75
	Dividends and Distributions by Inamed			76
	Certain Legal Matters; Regulatory Approvals			76
	Certain Relationships With Inamed			78
	Source and Amount of Funds			78
	Fees and Expenses			78
	Accounting Treatment			79
	Stock Exchange Listing			79
COMPARATIVE MARKET PRICE AND DIVIDEND MATTERS				80
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS				81
DESCRIPTION OF ALLERGAN CAPITAL STOCK				90
	Common Stock			90
	Preferred Stock			90
	Rights Plan			90
	Delaware Law Anti-takeover Provisions			91
	Restated Certificate of Incorporation and Bylaw Provisions			92
COMPARISON OF STOCKHOLDERS’ RIGHTS				93
ALLERGAN’S EXISTING DEBT AGREEMENTS				103
LEGAL MATTERS				105
EXPERTS				105
ANNEX A—AGREEMENT AND PLAN OF MERGER				A-1
ANNEX B—DIRECTORS AND EXECUTIVE OFFICERS OF ALLERGAN AND OFFEROR				B-1
ANNEX C—OPINION OF GIBSON, DUNN & CRUTCHER LLP AS TO CERTAIN TAX MATTERS				C-1
ANNEX D—SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW				D-1

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	The transaction may adversely affect the liquidity and value of the Inamed Shares not tendered.

	Inamed has not been involved in the preparation of the information contained in this prospectus, and such information may be inaccurate or incomplete.

	The market price of Allergan common stock may decline as a result of Allergan’s acquisition of Inamed.

	•	the integration of Inamed’s business is unsuccessful or takes longer or is more disruptive than anticipated;
	•	information regarding Inamed that has not been publicly disclosed has an adverse effect on the combined company’s profitability or results of operations;
	•	after Allergan acquires Inamed, Allergan learns of information with respect to Inamed that prevents Allergan from making the certifications required by the Sarbanes-Oxley Act of 2002, which could reduce investors’ confidence in Allergan’s reporting capabilities with respect to Inamed’s business;
	•	Allergan does not achieve the expected synergies or other benefits of the Inamed acquisition as rapidly or to the extent anticipated, if at all;
	•	the effect of Allergan’s acquisition of Inamed on Allergan’s financial results does not meet the expectations of Allergan, financial analysts or investors;
	•	after Allergan acquires Inamed, Inamed’s business does not perform as anticipated; or
	•	Allergan’s credit rating is downgraded as a result of Allergan’s increased indebtedness incurred to finance the Offer and the Inamed Merger.

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	Uncertainties exist in integrating the business and operations of Allergan and Inamed.

	•	conforming standards, controls, procedures and policies, business cultures and compensation structures between Inamed and Allergan;
	•	consolidating corporate and administrative infrastructures;
	•	consolidating sales and marketing operations;
	•	retaining existing customers and attracting new customers;
	•	retaining key employees;
	•	identifying and eliminating redundant and underperforming operations and assets;
	•	minimizing the diversion of management’s attention from ongoing business concerns;
	•	coordinating geographically dispersed organizations;
	•	managing tax costs or inefficiencies associated with integrating the operations of the combined company; and
	•	possibly modifying operating control standards to comply with the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

	Even if the Offer is completed, full integration of Inamed’s operations with Allergan’s may be delayed if Offeror does not acquire at least 90% of the issued and outstanding Inamed Shares pursuant to the Offer.

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	Antitrust authorities may attempt to delay or prevent Offeror’s acquisition of Inamed.

	Inamed stockholders who receive Allergan common stock in the Offer will become Allergan stockholders. Allergan’s common stock may be affected by different factors and holders will have different rights than those as Inamed stockholders.

	Inamed stockholders may not receive all consideration in the form elected.

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	The receipt of shares of Allergan common stock in the Offer and/or the Inamed Merger may be taxable to Inamed stockholders.

	Allergan’s indebtedness following the Offer will be greater than Allergan’s existing indebtedness, which may increase its vulnerability to adverse financial conditions.

	•	make it more difficult for Allergan to pay its debts as they become due upon the occurrence of any adverse economic conditions, either generally or in its industry or geographic areas in which it operates, because any related decrease in revenues could cause Allergan to not have sufficient cash flows from operations to make its scheduled debt payments;

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	•	limit Allergan’s flexibility in planning for, or reacting to, changes in its business and the industry in which it operates and, consequently, place Allergan at a competitive disadvantage to its competitors;
	•	require a substantial portion of Allergan’s cash flows from operations be used to service debt, thereby reducing its ability to fund research and development, working capital, capital expenditures, acquisitions and other corporate purposes;
	•	result in acceleration of the payment on Allergan’s existing debt or a downgrade in Allergan’s credit rating, which could limit Allergan’s ability to borrow additional funds or increase the interest rates and restrictions applicable to Allergan’s indebtedness; and
	•	result in higher interest expense in the event of increases in interest rates, as some of Allergan’s borrowings are, and will continue to be, at variable rates of interest.

	The terms of Allergan’s existing and proposed debt agreements impose many restrictions on Allergan. Failure to comply with these restrictions could result in acceleration of Allergan’s debt. Were this to occur, Allergan might not have, or be able to obtain, sufficient cash to pay its accelerated indebtedness.

	•	incur subsidiary debt;
	•	incur liens;
	•	engage in consolidations, mergers, and asset sales; and
	•	engage in transactions with affiliates.

	The pharmaceutical industry is a highly competitive business.

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	Botox® Cosmetic is a consumer product; trends may change. Changes in the consumer marketplace and applicable laws and economic conditions may adversely affect sales or product margins of Botox® or Botox® Cosmetic.

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	Allergan could experience difficulties creating the raw material needed to produce Botox® which would adversely affect sales.

	Allergan’s future success depends upon its ability to develop new products, and new indications for existing products, that achieve market acceptance.

	•	a determination that the new indication or product candidate is not safe and effective;
	•	the FDA may interpret preclinical and clinical data in different ways than Allergan does;
	•	the FDA may not approve a manufacturing process or facility; or
	•	the FDA may change its approval policies or adopt new regulations.

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	If Allergan is unable to obtain and maintain adequate patent protection for the technologies incorporated into its products, its business and results of operations could suffer.

	Interruptions in the supply of raw materials could disrupt Allergan’s manufacturing and cause its sales and profitability to decline.

	Importation of products from Canada and other countries into the United States may lower the prices Allergan receives for its products.

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	Allergan’s business will continue to expose it to risks of environmental liabilities.

	Allergan may experience losses due to product liability claims, product recalls or corrections.

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	Health care initiatives and other cost-containment pressures could cause Allergan to sell its products at lower prices, resulting in decreased revenue.

	Allergan is subject to risks arising from currency exchange rates, which could increase its costs and may cause its profitability to decline.

	Allergan is subject to risks associated with doing business internationally.

	•	adverse changes in tariff and trade protection measures;
	•	unexpected changes in foreign regulatory requirements;
	•	potentially negative consequences from changes in or interpretations of tax laws;
	•	differing labor regulations;
	•	changing economic conditions in countries where Allergan’s products are sold or manufactured or in other countries;
	•	differing local product preferences and product requirements;
	•	exchange rate risks;
	•	restrictions on the repatriation of funds;

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	•	political unrest and hostilities;
	•	differing degrees of protection for intellectual property; and
	•	difficulties in coordinating and managing foreign operations.

	Allergan may be subject to intellectual property litigation and infringement claims, which could cause it to incur significant expenses and losses or prevent it from selling its products.

	The consolidation of drug wholesalers and other wholesaler actions could increase competitive and pricing pressures on pharmaceutical manufacturers, including Allergan.

	Allergan may acquire other companies in the future and these acquisitions could disrupt its business.

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	Compliance with the extensive government regulations to which Allergan is subject is expensive and time consuming, and may result in the delay or cancellation of product sales, introductions or modifications.

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	If Allergan markets products in a manner that violates health care fraud and abuse laws, it may be subject to civil or criminal penalties.

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										Per Inamed Share
										Implied Value
										of Allergan Offer
		Allergan				Inamed																Implied Value
		Common Stock				Common Stock												Full				of Medicis-
		(NYSE)				(NASDAQ)				Cash				Stock				Proration				Inamed Merger
November 14, 2005		$	98.85			$	74.44			$	84.00			$	84.00			$	84.00			$	72.15
December 21, 2005		$	107.31			$	87.02			$	84.00			$	91.19			$	87.95				N/A

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					Nine Months Ended				Year Ended
Allergan					September 30, 2005				December 31, 2004
Historical data
	per share of Allergan common stock
		Net earnings:
			Basic		$	2.02			$	2.87
			Diluted		$	1.98			$	2.82
		Book value			$	10.18			$	8.49
		Cash dividends declared			$	0.30			$	0.36
Pro forma combined data
	per share of Allergan common stock
		Pro forma earnings:
			Basic		$	1.69			$	2.34
			Diluted		$	1.66			$	2.30
		Pro forma book value			$	19.96

				Nine Months Ended				Year Ended
Inamed				September 30, 2005				December 31, 2004
Historical data per Inamed Share
	Net income:
		Basic		$	1.36			$	1.77
		Diluted		$	1.34			$	1.75
	Book value			$	13.72			$	12.43

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			Year Ended December 31,
			2004				2003				2002				2001				2000
			(in millions, except per share data)
Summary of Operations:
Product net sales			$	2,045.6			$	1,755.4			$	1,385.0			$	1,142.1			$	992.1
Research service revenues (primarily from a related party through April 16, 2001)				—				16.0				40.3				60.3				62.9
Operating costs and expenses
	Cost of product sales			386.7				320.3				221.7				198.1				197.7
	Cost of research services			—				14.5				36.6				56.1				59.4
	Selling, general and administrative			778.9				697.2				623.8				481.0				410.3
	Research and development			345.6				763.5				233.1				227.5				165.7
	Technology fees from related party			—				—				—				(0.7	)			(3.1	)
	Legal settlement			—				—				118.7				—				—
	Restructuring charge (reversal) and asset write-offs, net			7.0				(0.4	)			62.4				(1.7	)			0.2
Operating income (loss)				527.4				(23.7	)			129.0				242.1				224.8
Non-operating income (loss)				4.7				(5.8	)			(39.2	)			18.2				10.8
Earnings (loss) from continuing operations before income taxes and minority interest				532.1				(29.5	)			89.8				260.3				235.6
Earnings (loss) from continuing operations				377.1				(52.5	)			64.0				171.2				165.9
Earnings from discontinued operations				—				—				11.2				54.9				49.2
Net earnings (loss)			$	377.1			$	(52.5	)		$	75.2			$	224.9			$	215.1
Basic earnings (loss) per share:
	Continuing operations		$	2.87			$	(0.40	)		$	0.49			$	1.30			$	1.27
	Discontinued operations			—				—				0.09				0.42				0.38
Diluted earnings (loss) per share:
	Continuing operations		$	2.82			$	(0.40	)		$	0.49			$	1.29			$	1.24
	Discontinued operations			—				—				0.08				0.40				0.37
Cash dividends per share			$	0.36			$	0.36			$	0.36			$	0.36			$	0.32

		At December 31,
		2004				2003				2002				2001				2000
		(in millions)
Balance Sheet Data:
Current assets		$	1,376.0			$	928.2			$	1,200.2			$	1,114.8			$	1,097.4
Working capital			916.4				544.8				796.6				710.4				752.1
Total assets			2,257.0				1,754.9				1,806.6				2,046.2				1,971.0
Long-term debt			570.1				573.3				526.4				444.8				484.3
Total stockholders’ equity			1,116.2				718.6				808.3				977.4				873.8

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			Nine Months Ended
			September 30,				September 24,
			2005				2004
			(in millions, except
			per share data)
Summary of Operations:
Product Sales
Net sales			$	1,724.3			$	1,489.4
Cost of sales				304.3				282.9
	Product gross margin			1,420.0				1,206.5
Operating costs and expenses
	Selling, general and administrative			689.5				572.8
	Research and development			283.5				257.6
	Restructuring charge (reversal)			37.6				—
Operating income				409.4				376.1
Non-operating income (expense)
	Interest income			23.0				6.8
	Interest expense			(7.5	)			(14.2	)
	Unrealized gain on derivative instruments, net			1.0				0.1
	Gain on investments			0.8				—
	Other, net			3.0				2.3
				20.3				(5.0	)
Earnings before income taxes and minority interest				429.7				371.1
Provision for income taxes				163.2				105.8
Minority interest expense				2.7				0.7
Net earnings			$	263.8			$	264.6
Earnings per share:
	Basic		$	2.02			$	2.02
	Diluted		$	1.98			$	1.97
Cash dividends per share			$	0.30			$	0.27

		At
		September 30,
		2005
		(in millions)
Balance Sheet Data:
Current assets		$	1,626.7
Working capital			1,027.3
Total assets			2,633.4
Long-term debt			575.6
Total stockholders’ equity			1,339.6

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			Year Ended December 31,
			2004				2003				2002				2001				2000
			(in millions, except per share data)
Statements of Operations:
Net sales			$	384.4			$	332.6			$	275.7			$	238.1			$	240.1
Cost of goods sold				97.9				92.8				77.6				67.2				66.4
	Gross profit			286.5				239.8				198.1				170.9				173.7
Operating expenses:
	Selling, general and administrative			179.7	(3)			141.8				126.7				96.6				102.3
	Research and development			28.8				21.5				13.6				12.2				9.9
	Restructuring charges			—				—				5.1				12.0				—
	Amortization of intangible assets			5.0				4.0				4.9				11.3	(1)			9.3
	Total operating expenses			213.5				167.3				150.3				132.1				121.5
	Operating income			73.0				72.5				47.8				38.8				52.2
Other income (expense):
	Net interest income (expense) and debt costs			0.5	(2)			(9.4	)			(11.7	)			(11.7	)			(10.5	)
	Foreign currency transaction gains (losses)			0.1				(0.1	)			0.3				(0.4	)			2.6
	Royalty income and other			4.7				4.2				5.8				5.0				7.0
	Total other income (expense), net			5.3				(5.3	)			(5.6	)			(7.1	)			(0.9	)
Income before income tax expense				78.3				67.2				42.2				31.7				51.3
Income tax expense				15.2				14.2				9.3				10.7				14.3
Net income			$	63.1			$	53.0			$	32.9			$	21.0			$	37.0
Net income per share of common stock
	Basic		$	1.77			$	1.54			$	1.04			$	0.69			$	1.21
	Diluted		$	1.75			$	1.51			$	1.00			$	0.64			$	1.07
Weighted average shares outstanding:
	Basic			35.6				34.5				31.5				30.3				30.6
	Diluted			36.0				35.2				32.9				32.6				34.5

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		At December 31,
		2004				2003				2002				2001				2000
		(in millions)
Balance Sheet Data:
Working capital		$	190.9			$	131.9			$	81.4			$	63.3			$	50.8
Total assets			570.1				501.0				439.4				400.2				385.9
Total long-term debt and capital leases (incl. current portion)			22.5				32.5				83.7				121.0				98.6
Stockholders’ equity			446.3				351.5				232.7				174.4				167.7

			Nine Months Ended
			September 30,				September 30,
			2005				2004
			(in millions,
			except per share data)
Statements of Operations
Net sales			$	325.1			$	280.6
Cost of goods sold				90.3				77.7
	Gross profit			234.8				202.9
Operating expenses:
	Selling, general and administrative			137.6				130.2
	Research and development			29.9				19.1
	Restructuring charges			(0.7	)			—
	Amortization of intangible assets			4.0				3.7
	Total operating expenses			170.8				153.0
Operating income				64.0				49.9
Other income (expense):
	Net interest income and debt costs			1.7				0.4
	Foreign currency transaction losses			(0.3	)			—
	Royalty income and other			2.8				3.5
	Total other income, net			4.2				3.9
Income before income tax expense				68.2				53.8
Income tax expense				19.0				9.6
Net income			$	49.2			$	44.2
Net income per share of common stock:
	Basic		$	1.36			$	1.25
	Diluted		$	1.34			$	1.23
Weighted average shares outstanding:
	Basic			36.2				35.5
	Diluted			36.6				35.9

														At
														September 30,
														2005
														(in millions)
Balance Sheet Data:
Working capital																		$	249.5
Total assets																			609.0
Total long-term debt (including current portion)																			8.8
Total stockholders’ equity																			499.5

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	•	the interim unaudited condensed consolidated financial statements of Allergan for the nine month period ended September 30, 2005 and the audited consolidated financial statements of Allergan for the fiscal year ended December 31, 2004; and
	•	the interim unaudited consolidated financial statements of Inamed for the nine month period ended September 30, 2005 and the audited consolidated financial statements of Inamed for the fiscal year ended December 31, 2004,

	•	the Unaudited Pro Forma Combined Condensed Financial Statements and the accompanying notes in the section captioned “Unaudited Pro Forma Combined Condensed Financial Statements;”
	•	the financial statements of Allergan for the year ended December 31, 2004 and for the nine month period ended September 30, 2005 and the notes relating thereto, which are incorporated by reference into this prospectus; and
	•	the financial statements of Inamed for the fiscal year ended December 31, 2004 and for the nine month period ended September 30, 2005 and the notes relating thereto, which are incorporated by reference into this prospectus.

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			Nine Months
			Ended				Year Ended
			September 30,				December 31,
			2005				2004
			(in millions,
			except per share amounts)
Pro Forma Statements of Earnings Data:
Net sales			$	2,049.4			$	2,430.0
Operating income				432.1				531.1
Net earnings				251.2				349.0
Net earnings per share of common stock:
	Basic		$	1.69			$	2.34
	Diluted		$	1.66			$	2.30

		At
		September 30,
		2005
		(in millions)
Pro Forma Balance Sheet Data:
Current assets		$	1,437.2
Working capital			754.4
Total assets			5,464.2
Long-term debt			1,620.6
Total stockholders’ equity			2,984.2

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		Historical																								Pro Forma Combined
																						Nine Months								Nine Months
		Fiscal Year																				Ended				Year Ended				Ended
																						September 30,				December 31,				September 30,
		2000				2001				2002				2003				2004				2005				2004				2005
Ratio of earnings to fixed charges			12.0	x			11.7	x			4.8	x (1)			n/a	(2)			20.6	x			31.7	x			6.6	x			8.0	x

(1)	The determination of earnings within this ratio includes the following expenses incurred by Allergan during the year ended December 31, 2002: a $63.5 million charge for restructuring costs and asset write-offs, substantially all of which related to Allergan’s spin-off of Advanced Medical Optics, Inc., or AMO, which occurred on June 29, 2002; $42.5 million of duplicate operating expenses during 2002 that were associated with the spin-off of AMO; and a litigation settlement charge of $118.7 million during 2002.
(2)	In 2003, earnings were not sufficient to cover fixed charges by $29.5 million. The determination of earnings in 2003 includes charges totaling $458.0 million related to acquired in-process research and development assets associated with the 2003 purchases of Oculex Pharmaceuticals, Inc. and Bardeen Sciences Company, LLC.

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	•	Eye Care Pharmaceutical Product Line. Allergan develops, manufactures and markets a broad range of prescription and non-prescription products designed to treat diseases and disorders of the eye, including glaucoma, dry eye, inflammation, infection and allergy.
	•	Neuromodulator. Allergan’s neuromodulator product, Botox® (Botulinum Toxin Type A), is used for a wide variety of treatments which continue to expand. Botox® is accepted in many global regions as the standard therapy for indications ranging from therapeutic neuromuscular disorders and related pain to cosmetic facial aesthetics.
	•	Skin Care Product Line. Allergan’s skin care product line focuses on the high growth, high margin segments of the acne and psoriasis markets, particularly in the United States and Canada.

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	•	Breast Aesthetics. Inamed’s breast aesthetics consists primarily of breast implants and tissue expanders for use in plastic and reconstructive surgery.
	•	Facial Aesthetics. Inamed’s facial aesthetics product line consists primarily of collagen and hyaluronic acid-based dermal fillers for use in facial rejuvenation.
	•	Obesity Intervention. Inamed’s BioEnterics® LAP-BAND® system is designed to treat severe and morbid obesity, and its BioEnterics® Intragastric Balloon (BIB®) System is designed to treat obesity.

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	•	Increased Market Presence and Opportunities. The combination of Allergan and Inamed would increase the combined company’s market presence and opportunities for growth in sales, earnings and stockholder returns.
	•	Enhanced Product Mix. The complementary nature of Allergan’s products with those of Inamed will benefit current patients and customers of both companies and provide the combined company with the ability to access new patients and customers.
	•	Operating Efficiencies. The combination of Allergan and Inamed provides the opportunity for potential economies of scale and cost savings.
	•	Combination of Significant Management Talent. The transaction will afford the opportunity to combine the skills of two well-regarded management teams.
	•	Employee Opportunities. Employees of both companies will benefit from the greater resources and opportunities that come from being part of a larger organization.

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	Mr. Nicholas L. Teti
	Chairman, President and Chief Executive Officer
	Inamed Corporation
	5540 Ekwill Street
	Santa Barbara, CA 93111
	Dear Mr. Teti:

	We are pleased to submit a proposal to acquire Inamed in a transaction that will provide your stockholders substantially greater value than your pending merger with Medicis.

	We are proposing to acquire all of Inamed’s outstanding shares in a transaction providing Inamed stockholders with a per share consideration of $84.00 in cash or 0.8498 of a share of Allergan common stock. We will provide the opportunity for each Inamed stockholder to elect whether to receive the consideration in cash or common stock of Allergan, subject to the limitation that the total value of the consideration payable will be $1.45 billion in cash and 17.9 million shares of Allergan.
	Our proposal is clearly superior to Medicis’, both financially and strategically:

(i)	It will provide the immediate opportunity for your stockholders to realize substantially greater value for their shares—a 12% premium over the initial Medicis offer and a 16% premium over the currently implied Medicis offer.
(ii)	It offers greater certainty of value for Inamed’s stockholders as it includes 26% more cash and shares that are more liquid.
(iii)	It offers closure at least as fast as or faster than the Medicis transaction.
(iv)	Your stockholders will have the opportunity to realize greater long-term value as a result of the truly unique attributes of an Allergan-Inamed combination, which will create a global leader in medical aesthetics, creating value for both companies’ stockholders, employees, patients and customers.

	This transaction also will result in the combination of two strong companies and will afford the opportunity to mutually enhance our skills. We have great respect for Inamed and are confident that we will be able to integrate the two companies to build a stronger, more efficient company. Additionally, employees of both companies will benefit from the greater resources and opportunities that come from being part of a larger organization.
	We are aware that Medicis’ proposed merger with Inamed has prompted a lengthy and still-ongoing antitrust investigation by the Federal Trade Commission, which could continue to cause substantial delays in the completion of that transaction. Allergan does not envision any such problems with its proposed acquisition of Inamed. We are confident that there will be no material delay in the transaction

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	we are proposing on account of Federal Trade Commission review. In order to minimize any potential antitrust issues, Allergan will agree to an immediate divestiture of Inamed’s license to Reloxin®. And if and to the extent needed, Allergan will seek cooperation from Beaufour Ipsen Ltd. in this regard. Allergan will also cooperate fully with any subsequent licensee of Reloxin® to ensure that the new licensee is able to benefit from studies or other work that Inamed has done in an effort to obtain regulatory approvals from the U.S. Food and Drug Administration or other regulatory agencies. We have been advised by counsel that, in contrast to Inamed’s proposed merger with Medicis, an acquisition of Inamed by Allergan, with an agreed upon divestiture of any rights to Reloxin®, should not result in any prolonged investigation by U.S. or foreign antitrust authorities. However, to ensure that all necessary antitrust approvals are obtained as expeditiously as possible, Allergan intends to file its Hart-Scott-Rodino pre-merger notification no later than November 15, 2005, and any additional foreign filings that may be required will be made promptly thereafter.
	Our proposal represents a “Company Superior Proposal” that clearly meets the standards set forth in Section 8.03 of the existing merger agreement. It offers greater value to Inamed stockholders and has greater certainty of completion than the pending merger. We can comfortably fund the cash portion of the consideration through a combination of cash on hand and permanent financing and have sufficient authorized and unissued shares for the acquisition. Further, no vote of Allergan stockholders will be required for the issuance of Allergan’s stock in the transaction. As a result, our transaction can be completed in a timely manner with a goal of closing the acquisition in January 2006 and involves no delay in comparison with the proposed merger with Medicis.
	Our proposal is subject to the execution of a mutually acceptable definitive agreement and the satisfactory completion of limited due diligence to confirm (i) that there are no material undisclosed adverse facts or developments concerning Inamed or it products or pipeline (including, but not limited to, material facts regarding the development and regulatory approval process and timeline for Juvéderm® in the United States) that have not been publicly disclosed; and (ii) that neither Inamed’s license from Corneal Group for the rights to develop, distribute and market the Juvéderm® dermal fillers nor the “approvable letter” from the Food and Drug Administration announced September 21, 2005 for certain breast implants (nor any correspondence relating thereto) contain any terms and conditions not publicly disclosed that would materially adversely affect the value of Inamed’s acquisition to Allergan and its stockholders. We, our legal advisor, Gibson, Dunn & Crutcher, and our financial advisor, Morgan Stanley, are ready to proceed with the due diligence review immediately, and Allergan’s executed confidentiality agreement is enclosed herewith. We are prepared to enter into a merger agreement consistent with the terms set forth herein and otherwise substantially the same as your existing merger agreement with Medicis. Of course, we are prepared to afford you and your representatives access to non-public information concerning Allergan for the purpose of your due diligence review.
	The Allergan Board supports the combination of our companies. We trust you and Inamed’s other directors will respond immediately and positively to our proposal. We look forward to working with you to achieve what will be a compelling transaction for the stockholders, customers, partners and employees of our two companies.

	Very truly yours,
	/s/ David E.I. Pyott
	David E.I. Pyott
	Chairman of the Board, President and
	Chief Executive Officer

	cc:	Board of Directors

	Inamed Corporation

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On November 16, 2005, Inamed announced that its Board of Directors, after conferring with the company’s legal and financial advisors, had determined that the Allergan proposal is reasonably likely to result in a “Company Superior Proposal” as the term was used in the Medicis merger agreement, and directed Inamed’s management to evaluate the Allergan proposal. Following the execution of a mutual confidentiality agreement between Allergan and Inamed, a meeting was held November 18, 2005 between representatives of the two companies to discuss the proposed transaction and procedures for the exchange of non-public information for due diligence purposes. The two companies began making arrangements for the exchange of information promptly thereafter.

	December 5, 2005
	Mr. Nicholas L. Teti
	Chairman, President and Chief Executive Officer
	Inamed Corporation
	5540 Ekwill Street
	Santa Barbara, CA 93111

We are pleased to provide you with the attached Agreement and Plan of Merger (the “Merger Agreement”) among Allergan, Inc. (“Allergan”), Banner Acquisition, Inc. (“Merger Sub”) and Inamed Corporation (“Inamed”) executed by Allergan and Merger Sub. The execution and delivery of the Merger Agreement by Allergan and Merger Sub in conjunction with this letter constitutes a binding irrevocable offer (subject only to the terms and conditions set forth herein) by Allergan and Merger Sub to Inamed to enter into the Merger Agreement, and to conduct an exchange offer by Merger Sub for all of the shares of Inamed common stock on the terms and conditions set forth in the Merger Agreement (the “Offer”) and promptly thereafter to consummate the second step merger contemplated thereby (the “Merger”). Inamed can accept this irrevocable offer at any time, after receipt of notice from Allergan that the conditions to this irrevocable offer set forth below have been met, by executing the Merger Agreement and returning the executed copy to me prior to the expiration thereof as set forth in this letter.

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	This irrevocable offer is subject solely to the following conditions:
	(1) Allergan shall be satisfied with the results of its limited due diligence investigation of Juvéderm®, which will be conducted solely to confirm that there are no material undisclosed adverse facts or developments, including, but not limited to, material facts regarding the development and regulatory approval process and timeline for Juvéderm® in the United States, and
	(2) Allergan shall be reasonably satisfied that there are no material facts or circumstances contained in Inamed schedules to the Merger Agreement that have not been disclosed to Allergan prior to the date hereof.
	If, in Allergan’s reasonable judgment, the foregoing conditions are not met, this irrevocable offer may not be accepted by Inamed, and shall automatically expire and be of no further force or effect. After expiration of this irrevocable offer, Allergan and Merger Sub shall have no further liability or obligation to Inamed, notwithstanding the execution and delivery of the Merger Agreement or this letter.
	In addition, unless previously accepted by Inamed, in a manner that does not constitute a breach of the Medicis merger agreement, this irrevocable offer shall automatically expire and be of no further force and effect on the earliest to occur of the following events:

	(1) At 5:00 pm. Pacific Standard Time on December 6, 2005, unless at or prior to such time Inamed:

	•	has determined that the Offer constitutes a Company Superior Proposal within the meaning of the Medicis merger agreement;
	•	has determined in good faith, after consultation with outside legal counsel, that failure to (i) withdraw the recommendation of the Medicis merger agreement, and (ii) approve and recommend the Offer, would reasonably be likely to constitute a violation of its fiduciary duties under applicable law; and
	•	has delivered written notice of such determinations to Medicis.

	If Inamed timely takes these actions, then within five business days after delivery of the written notice to Medicis referenced in the third bullet above, Allergan and Merger Sub, as applicable, shall amend the registration statement on Form S-4 and the Schedule TO relating to Merger Sub’s exchange offer for of the outstanding shares of Inamed common stock commenced on November 21, 2005, to disclose the terms of this irrevocable offer and to state that the terms and conditions of such exchange offer will be amended to conform to the terms and conditions of the Offer upon acceptance of this irrevocable offer by Inamed in accordance with the terms and conditions set forth herein and Inamed’s execution and delivery of the Merger Agreement.
	(2) At 5:00 pm. Pacific Standard Time on December 13, 2005, unless on or prior to such time, Inamed has:

	•	publicly withdrawn its recommendation of the Medicis merger agreement,
	•	approved and publicly recommended the Offer; and
	•	amended its Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to Merger Sub’s exchange offer for all of the outstanding shares of Inamed common stock commenced on November 21, 2005 (the “14D-9”) to reflect the foregoing.

	(3) 48 hours following termination of the Medicis merger agreement if:

	•	Inamed has failed to provide, prior to such time, (A) all information requested by Allergan to enable Allergan to complete its limited due diligence investigation concerning Juvederm described above, and (B) Inamed’s definitive disclosure schedules to the Merger Agreement, or

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	•	the Inamed board of directors has failed, prior to such time, to (A) approve the Merger Agreement and authorize the officers of Inamed to execute the Merger Agreement upon receipt of notice from Allergan that Allergan is satisfied that the conditions set forth above have been met, (B) approve the Offer and the Merger such that Section 203 of the Delaware General Corporation Law shall not apply to such transactions and approve the amendment of the Inamed stockholder rights agreement to provide that the stockholder rights agreement shall not apply to the Offer and the Merger, and (C) provided copies of such authorizations to Allergan (which authorizations shall be satisfactory to Allergan in its reasonable judgment).

	(4) 24 hours following delivery by Allergan of written notice to Inamed that Allergan is satisfied with its limited due diligence investigation of Juvederm and Inamed’s definitive disclosure schedules to the Merger Agreement, each as described above, unless Inamed has executed and delivered to Allergan the Merger Agreement.
	(5) At 5:00 p.m. Pacific Standard Time on December 31, 2005.
	We believe we have addressed all of the concerns we understood the Board of Directors of Inamed had with the terms of the exchange offer commenced by Merger Sub on November 21, 2005.
	We look forward to hearing from you with regard to your determination.

	Very truly yours,
	/s/ Douglas S. Ingram
	Douglas S. Ingram
	Executive Vice President,
	General Counsel and Secretary

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	•	formally and unanimously approved and adopted the terms of the Allergan Merger Agreement;
	•	approved the Offer, the Inamed Merger and the Post-Closing Merger such that Section 203 of the Delaware General Corporation Law would not apply to such transactions;
	•	approved the amendment of Inamed’s stockholder rights agreement to provide that the execution of the Allergan Merger Agreement and the consummation of the transactions contemplated by the Allergan Merger Agreement would not trigger the rights plan; and
	•	resolved to recommend that Inamed Shareholders tender their shares pursuant to the offer contemplated by the Allergan Merger Agreement.

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	•	shall extend the Offer from time to time in increments of no more than 10 business days each, if at the initial or any subsequent scheduled expiration date any of the conditions of the Offer have not been satisfied or waived;
	•	shall extend the Offer for any period required by any rule, regulation or interpretation of the SEC applicable to the Offer; and
	•	may extend the Offer one time for up to five business days if less than 90% of the Inamed Shares on a fully diluted basis have not been validly tendered at the scheduled expiration date.

	General

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	•	$84.00 multiplied by 45% of the total number of Inamed Shares canceled pursuant to the Inamed Merger, minus the cash value of any shares held by Inamed stockholders who validly exercise appraisal rights (this amount is sometimes referred to as the “maximum cash merger consideration”).

	•	0.8498 of a share of Allergan common stock multiplied by 55% of the total number of Inamed Shares canceled pursuant to the Inamed Merger (this amount is sometimes referred to as the “maximum stock merger consideration”).

	Appraisal Rights

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	•	if required by the DGCL, the Allergan Merger Agreement will have been adopted by the stockholders of Inamed in accordance with the DGCL;
	•	no judgment, injunction, order or decree of a governmental entity of competent jurisdiction will be in effect that has the effect of making the Inamed Merger or the Post-Closing Merger illegal or otherwise restraining or prohibiting the consummation of the Inamed Merger or the Post-Closing Merger;
	•	all consents, approvals, orders or authorizations from, and all material declarations, filings and registrations with, any governmental entity required to consummate the Inamed Merger and the Post-

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		Closing Merger will have been obtained or made, except for such consents, approvals, orders, authorizations, material declarations, filings and registrations, the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect (for purposes of this clause, after giving effect to the Inamed Merger);
	•	no stop order suspending the effectiveness of the registration statement will be in effect and no proceedings for such purpose will be pending before the SEC; and
	•	Offeror will have exchanged Inamed Shares pursuant to the Offer (provided that this will not be a condition to Allergan’s and Offeror’s obligations if Offeror has failed to exchange the Inamed Shares in violation of the Allergan Merger Agreement).

	•	solicit, initiate, encourage or induce any inquiry regarding, or the making, submission or announcement of, any proposal to acquire Inamed;
	•	participate in any discussions or negotiations regarding, or furnish any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, a proposal to acquire Inamed; or
	•	enter into any letter of intent or similar document or contract contemplating or otherwise relating to a proposal to acquire Inamed.

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	•	merger, consolidation, business combination or similar transaction involving Inamed or any of its significant subsidiaries pursuant to which Inamed’s stockholders immediately prior to such transaction would own less than 85% of the aggregate voting power of the entity surviving or resulting from such transaction (or the ultimate parent entity thereof);
	•	sale, lease, exclusive license or other disposition, directly or indirectly, by merger, consolidation, business combination, share exchange, joint venture or otherwise of the assets of Inamed or its subsidiaries representing 15% or more of the consolidated assets of Inamed and its subsidiaries;
	•	issuance, sale or other disposition (including by way of merger, consolidation, business combination, share exchange, joint venture or any similar transaction) of securities representing more than 15% of the voting power of Inamed;
	•	transaction in which any person or group of persons acquires beneficial ownership, or the right to acquire beneficial ownership of, 15% or more of the outstanding voting capital stock of Inamed; or
	•	any combination of the above (other than the Offer, the Inamed Merger or the Post-Closing Merger).

	•	Inamed’s board of directors determines in good faith, after consulting with an independent financial advisor and outside legal counsel, that such proposal constitutes or is reasonably likely to result in a superior proposal as compared to the transaction with Allergan; and
	•	prior to providing any such information, the person making the proposal to acquire Inamed enters into a confidentiality agreement containing terms at least as restrictive as the terms of the confidentiality agreement between Allergan and Inamed and, contemporaneously with furnishing any nonpublic information to such person, Inamed furnishes any such nonpublic information to Allergan.

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	•	withdraw or modify, or publicly propose to withdraw or modify, in a manner adverse to Allergan, the recommendation with respect to the Offer and the adoption and approval of the definitive merger agreement;
	•	approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any proposal to acquire Inamed; or
	•	approve or recommend, or publicly propose to approve or recommend, any proposal to acquire Inamed.

	•	the board of directors determines in good faith, after consultation with outside legal counsel, that the failure to withdraw or modify its recommendation would reasonably be likely to constitute a violation of its fiduciary duties under applicable law;
	•	Inamed notifies Allergan in writing of its determination that the failure to withdraw or modify its recommendation would reasonably be likely to constitute a violation of its fiduciary duties under applicable law; and
	•	in the case of any actions taken in connection with a proposal to acquire Inamed, at least five business days following receipt by Allergan of the written notice of the determination of Inamed’s board of directors that the failure to withdraw or modify its recommendation would be reasonably likely to constitute a violation of the directors’ fiduciary duties under applicable law, and taking into account any revised proposal made by Allergan after receiving the notice, Inamed’s board of directors maintains such determination.

	Restrictions on Allergan’s Operations

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	•	amend or propose to amend Allergan’s certificate of incorporation, bylaws or similar governing documents;
	•	declare, set aside or pay any dividend or distribution payable in cash or otherwise, except for the payment of stock dividends or distributions for which an appropriate adjustment is effected under the Allergan Merger Agreement, the payment of quarterly cash dividends in amounts consistent with past practice, and the payment of dividends or distributions to Allergan or any of its subsidiaries by a subsidiary of Allergan;
	•	redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock;
	•	merge or consolidate with any person or acquire any material business of any other person if such action would be reasonably likely to delay the consummation of the Offer;
	•	take any action or omit to take any action that is intended or would reasonably be expected to result in any of the conditions to the Offer or any of the conditions to the Inamed Merger not being satisfied;
	•	take any action that would result in a failure to maintain trading of Allergan common stock on the NYSE; or
	•	agree, authorize or otherwise to take any of the foregoing actions.

	Restrictions on Inamed’s Operations

	•	conduct its business only in the ordinary course consistent with past practice;
	•	use its commercially reasonable efforts to preserve intact its current business organization and goodwill and keep available the services of its current officers, key employees and key independent contractors; and
	•	use its commercially reasonable efforts to preserve its goodwill and business relationships with its customers, suppliers, licensors, licensees, and other persons with which it has business relationships.

	•	amend or propose to amend its certificate of incorporation or bylaws or similar governing documents;
	•	split, combine or reclassify its outstanding capital stock or issue or authorize the issuance of any other security in respect or, in lieu of, or in substitution for, shares of its capital stock;

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	•	declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions to Inamed or any of its subsidiaries by a subsidiary of Inamed;
	•	merge or consolidate with any person (other than a merger among wholly-owned subsidiaries of Inamed or a merger between Inamed and its wholly-owned subsidiaries);
	•	enter into any agreement with respect to the voting of its capital stock or other securities held by Inamed or any of its subsidiaries;
	•	issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any shares of, or any options, warrants or rights of any kind to acquire any shares of, its capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock, except that Inamed may (i) issue Inamed Shares (a) upon the exercise of purchase rights under Inamed’s Employee Stock Purchase Plan outstanding on the date of the Allergan Merger Agreement or thereafter granted as permitted by the Allergan Merger Agreement, (b) upon exercise of Inamed stock options outstanding on the date of the Allergan Merger Agreement or thereafter granted as permitted by the Allergan Merger Agreement, or (c) in accordance with the terms of the Inamed rights agreement as in effect on the date of the Allergan Merger Agreement; (ii) grant stock options to purchase up to an aggregate of 100,000 Inamed Shares to new employees of Inamed or its subsidiaries in accordance with the terms of Inamed’s stock plans consistent with past practice and with an exercise price per share no less than the fair market value of an Inamed Share on the date of grant, (iii) grant purchase rights in accordance with the terms of the Inamed ESPP (as in effect on the date of the Allergan Merger Agreement), and (iv) effect transactions exclusively among Inamed and its subsidiaries;
	•	except for transactions exclusively among Inamed and its subsidiaries:

	•	issue any debt securities, incur, guarantee or otherwise become contingently liable with respect to any indebtedness for borrowed money, or enter into any arrangement having the economic effect of any of the foregoing (other than in connection with accounts payable in the ordinary course of business consistent with past practice or borrowings under the existing credit facilities of Inamed or any of its subsidiaries in the ordinary course);

	•	make any loans, advances or capital contributions to, or investments in, any person or entity;
	•	redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock other than in connection with the exercise of outstanding stock options and repurchases of outstanding shares of restricted stock pursuant to the terms of Inamed’s restricted stock plan;
	•	make any material acquisition of any assets or businesses other than acquisitions the fair market value of the total consideration for which does not exceed, individually, $2,000,000 or, in the aggregate, $5,000,000 (provided that any such acquisition does not adversely affect the ability of Allergan, Offeror and Inamed to obtain applicable approvals under antitrust laws);
	•	sell, pledge, assign, dispose of, transfer, lease, securitize or materially encumber any businesses or assets that are material to Inamed and its subsidiaries, taken as a whole (excluding intellectual property) other than (A) sales of inventory and other assets in the ordinary course of business, (B) sales or dispositions of assets in one or a series of transactions having an aggregate value of $3,000,000 or less, and (C) divestitures required under the Allergan Merger Agreement including divestiture of the Reloxin Assets;

	•	sell, pledge, assign, dispose of, transfer, securitize, lease or materially encumber any material intellectual property owned by Inamed or material intellectual property licensed by Inamed;
	•	except in the ordinary course of business, as reasonably prudent to the conduct of the business or as provided for in Inamed’s material contracts in effect as of the date of the Allergan Merger Agreement,

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		(i) exclusively license, abandon or fail to maintain any material intellectual property owned by Inamed or material intellectual property licensed by Inamed, (ii) grant, extend, amend (except as required in the diligent prosecution of the material intellectual property owned by Inamed), waive or modify any rights in or to any material intellectual property owned by Inamed or material intellectual property licensed by Inamed, (iii) fail to diligently prosecute Inamed’s and its subsidiaries’ material patent applications, or (iv) fail to exercise a right of renewal or extension under any material license;
	•	enter into any contract or arrangement that reasonably may result in payments by or liabilities of Inamed in excess of $1,000,000 individually or $3,000,000 in the aggregate in any 12-month period, or which materially limits or otherwise materially restricts Inamed or any of its subsidiaries from engaging or competing in any line of business or in any geographic area;
	•	vary its inventory practices in any material respect from its past practices, except as required by GAAP or by law;
	•	make any capital expenditure or expenditures (including leases and in-bound licenses) in the aggregate in excess of the aggregate amount set forth in Inamed’s budget provided to Allergan prior to the date of the Allergan Merger Agreement (other than capital expenditures for unbudgeted repairs and maintenance in the ordinary course of business consistent with past practice);
	•	grant, enter into or amend any employment, severance, change in control, special pay arrangement with respect to termination of employment or other similar arrangements or contract with any directors, officers or employees of Inamed or its subsidiaries, except (i) as required pursuant to previously existing contracts or policies, (ii) pursuant to employment agreements entered into with a person who is not already an officer of Inamed or (iii) to the minimum extent necessary to comply with Section 409A of the Code without increasing the benefits provided to any person;
	•	increase the salary, benefits or monetary compensation of any directors, executive officers or employees, except (i) for increases in the ordinary course of business, (ii) pursuant to previously existing contracts, (iii) in connection with the assumption by such employee of new or additional responsibilities or (iv) to respond to offers of employment made by other parties;
	•	establish, adopt, enter into or materially amend any collective bargaining agreement or benefit plan or arrangement, except to the minimum extent necessary to comply with Section 409A of the Code without increasing the benefits provided to any person or as otherwise required by any other applicable law;
	•	accelerate, amend or change the period of exercisability or vesting of options, restricted stock or similar awards under any stock plan, except to the minimum extent necessary in order to comply with Section 409A of the Code without accelerating the exercisability or vesting of any such award;
	•	authorize cash payments in exchange for any options granted under any of Inamed’s plans except as required by the terms of such plans or any related agreements in effect as of the date of the Allergan Merger Agreement;
	•	waive, release, assign, settle or compromise any material claims, or any material litigation or arbitration;
	•	enter into or amend any benefit plan to materially increase the benefits or liabilities of any benefit plan or to accelerate the payment of benefits under any benefit plan, except (i) as involves any such then existing benefit plans of any company acquired after the date of the Allergan Merger Agreement as permitted by the Allergan Merger Agreement, or (ii) as required pursuant to existing contracts or the Allergan Merger Agreement;
	•	change any method or principle of financial accounting in a manner that is inconsistent with past practice, except to the extent required by GAAP;
	•	make any material tax election or settle or compromise any material tax liability or refund, or change any annual tax accounting period or material method of tax accounting, file any material amendment

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		to a tax return, enter into any closing agreement relating to any material tax, surrender any right to claim a material tax refund, or consent to any extension or waiver of the statute of limitations period applicable to any material tax claim or assessment, in each case, other than as required by law;
	•	modify, amend or terminate, or waive, release or assign any material rights or claims with respect to any confidentiality or standstill agreement to which Inamed is a party and which relates to a business combination or other similar extraordinary transaction;
	•	take any action to render inapplicable, or to exempt any third person from, (i) the provisions of Section 203 of the DGCL, or (ii) any other state takeover or similar law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares;
	•	take any action or omit to take any action that is intended or would reasonably be expected to result in any of the conditions to the Offer or the conditions to the Inamed Merger not being satisfied; or
	•	agree, authorize or otherwise to take any of the foregoing actions.

	•	obtain any government clearances or approvals required for the consummation of the Offer or the closing of the Inamed Merger under the HSR Act, and any other federal, state or foreign law or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade, which we refer to herein collectively as the “antitrust laws”;
	•	to obtain the expiration of any applicable waiting period under any antitrust laws;
	•	to respond to any government requests for information under any antitrust laws;
	•	to contest and resist any action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that restricts, prevents or prohibits the consummation of the Inamed Merger or any other transactions contemplated by the Allergan Merger Agreement under any antitrust laws.

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	•	license, divest, dispose of or hold separate any material assets or businesses or otherwise take or commit to take any action that limits in any material respect its freedom of action with respect to, or its ability to retain, any of its material assets or businesses or that would have a material adverse effect on the combined company;
	•	agree to or effect any license, divestiture, disposition or hold separate any business or take any other action or agree to any limitation that is not conditioned on the consummation of the Offer or the Inamed Merger; or
	•	pay more than de minimis amounts in connection with seeking or obtaining the consents, approvals or authorizations under antitrust laws required to complete the Offer, the Inamed Merger or the Post-Closing Merger.

	Stock Options

	Employee Stock Purchase Plan

	•	all outstanding purchase rights will be exercised no later than three business days prior to the expiration date of the Offer;
	•	no purchase rights will be issued and outstanding as of the expiration date of the Offer;

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	•	conditioned upon the occurrence of the closing of the Inamed Merger, the Inamed ESPP will be terminated no later than the effective time of the Inamed Merger; and
	•	no additional offering periods shall commence on or after the expiration date of the Offer.

	Restricted Stock

	Inamed Benefit Plans

	•	provide each employee of Inamed with service or other credit for all limitations as to preexisting conditions, exclusions and waiting periods under any transferred employee plan;
	•	provide each employee with credit for any co-payments and deductibles;
	•	provide each employee with credit for all service for purposes of eligibility, vesting and benefit accruals (but not for benefit accruals under any defined benefit pension plan); and
	•	provide benefits under medical, dental, vision and similar health and welfare plans that are in the aggregate no less favorable than those provided to similarly situated employees of Allergan.

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	•	the acquisition of Inamed Shares pursuant to the Offer;
	•	the consummation of the Inamed Merger; and
	•	the absence of any legal prohibitions on completing the Post-Closing Merger.

	Termination by Allergan or Inamed

	•	by mutual written consent of Allergan and Inamed;
	•	by either Allergan or Inamed, if:

	•	the Offer is not completed by February 28, 2006, subject to extension until March 30, 2006 by either party if all other conditions to the Offer are satisfied or capable of being satisfied and the only reason the Offer has not been completed is that required antitrust approvals have not been obtained and Allergan or Inamed are still attempting to obtain such necessary consents or approvals or are contesting either the refusal of applicable governmental entities to give such required consents or approvals or the entry of a judgment, injunction, order or decree regarding the same. This termination right is not available to any party whose breach of any provision of the Allergan Merger Agreement has caused or resulted in the failure of the Offer to be consummated by such termination date; or

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	•	if any governmental entity shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the consummation of the Offer or the Inamed Merger and such order, decree, ruling or other action is or has become final and nonappealable. This termination right is not available to any party whose breach of any provision of the Allergan Merger Agreement is the cause of or resulted in such order, decree, ruling or other action.

	Termination by Allergan

	•	there has been a breach by Inamed of its representations, warranties, covenants or agreements contained in the Allergan Merger Agreement that would result in a failure of a condition to the Offer that is not waived by Offeror; provided, that Allergan must first give Inamed prior written notice of Allergan’s intent to terminate the Allergan Merger Agreement and Inamed must not have cured the applicable breach within ten business days or, if sooner, by one business day prior to the termination date; or
	•	(i) Inamed’s board of directors effects a Company Change of Recommendation (as defined in the Allergan Merger Agreement) or resolves to do so; (ii) Inamed’s board of directors approves or recommends to Inamed’s stockholders another proposal to acquire Inamed or resolved to do so; or (iii) a tender offer or exchange offer for Inamed Shares is commenced (other than by Allergan or any of its affiliates) and Inamed’s board of directors recommends that Inamed’s stockholders tender their shares in such tender offer or exchange offer or Inamed’s board of directors fails to recommend that Inamed’s stockholders reject such tender offer or exchange offer within seven business days after receipt of Allergan’s request to do so.

	Termination by Inamed

	•	Allergan fails to consummate the Offer in breach of the Allergan Merger Agreement or if there has been a breach by Allergan or Offeror of (x) its representations and warranties, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) would not, individually or in the aggregate, result in a Parent Material Adverse Effect (as defined in the Allergan Merger Agreement), or (y) its covenants and agreements contained in the Allergan Merger Agreement in any material respect, provided, that Inamed must first give Allergan prior written notice of Inamed’s intent to terminate the Allergan Merger Agreement and Allergan must not have cured the applicable breach within ten business days or, if sooner, by one business day prior to the termination date; or
	•	prior to consummation of the Offer, upon or following a Company Change in Recommendation or otherwise in order to enter into a definitive agreement with respect to or otherwise to accept a superior proposal, in either case as permitted by the Allergan Merger Agreement and subject to the timely payment in full of any termination fees payable by Inamed pursuant to the Allergan Merger Agreement.

	Inamed Termination Fees

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	•	prior to consummation of the Offer, any person publicly announces a proposal to acquire Inamed which has not been expressly and bona fide publicly withdrawn;
	•	the Allergan Merger Agreement is terminated by either Inamed or Allergan (i) because the Offer has not been consummated on or before February 28, 2006 (or March 30, 2006 if extended) and at the time of termination, the registration statement has become effective and Inamed has not performed in all material respects all of its obligations required to be performed by it pursuant to the Allergan Merger Agreement at or prior to the completion of the Offer or there shall not have been validly tendered prior to the expiration date of the Offer at least a majority of the outstanding Inamed Shares on a fully diluted basis or (ii) by Allergan as a result of a breach by Inamed of a covenant or other affirmation obligation that would result in the failure of a condition to the Offer; and
	•	within 12 months after the date of termination of the Allergan Merger Agreement, Inamed enters into a definitive agreement with respect to an acquisition of Inamed or consummates such a transaction.

	•	the Inamed board of directors effects a Company Change of Recommendation (as defined in the Allergan Merger Agreement), or resolves to do so;
	•	the Inamed board of directors approves or recommends to Inamed stockholders a proposal to acquire Inamed, or resolves to do so; or
	•	a tender or exchange offer for Inamed Shares is commenced (other than by Allergan or any of its affiliates) and the Inamed board of directors recommends that the Inamed stockholders tender their shares in such tender or exchange offer or fails to recommend that the Inamed stockholders reject such tender or exchange offer within seven business days after receipt of Allergan’s request to do so.

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	•	Inamed has been required to pay Medicis the $90 million termination fee under the Medicis merger agreement; and
	•	the Offer is not consummated and Inamed terminates the Allergan Merger Agreement because (i) Allergan fails to consummate the Offer in breach of the Allergan Merger Agreement, or (ii) there has been a breach by Allergan or Offeror of (x) its representations and warranties, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) would not, individually or in the aggregate, result in a Parent Material Adverse Effect, or (y) its covenants and agreements contained in the Allergan Merger Agreement in any material respect; provided that Inamed has given Allergan prior written notice of Inamed’s intent to terminate the Allergan Merger Agreement and Allergan has not cured the applicable breach within ten business days, or, if sooner, by one business day prior to the termination date; or
	•	the Offer is not consummated on or prior to the termination date and the antitrust conditions in the Allergan Merger Agreement have not been satisfied (unless such conditions have not been satisfied because Inamed has been unable to divest the Reloxin Assets as contemplated in the Allergan Merger Agreement).

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	Amendments

	Extensions and Waivers

	•	extend the time for the performance of any of the obligations or other acts of the other parties;
	•	waive any inaccuracies in the representations and warranties of the other parties; or
	•	waive compliance by the other parties with any of the agreements or conditions contained in the Allergan Merger Agreement (except for those conditions not waivable pursuant to the Allergan Merger Agreement); provided that after the Inamed stockholders adopt the Allergan Merger Agreement and approve the Inamed Merger, no waiver can be given if by law further approval by the Inamed stockholders is required, without such approval.

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	•	$84.00 in cash, without interest; or
	•	0.8498 of a share of newly issued Allergan common stock,

	•	45% of the aggregate Inamed Shares tendered in the Offer will be exchanged for cash, and
	•	55% of the aggregate Inamed Shares tendered in the Offer will be exchanged for shares of Allergan common stock;

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Assumed												Implied Value
Market Price				Value of 0.46739 of				Cash Amount Paid				(per Inamed Share
(per Allergan Share)				an Allergan Share				(per Inamed Share)				exchanged)
$	85.00			$	39.73			$	37.80			$	77.53
$	90.00			$	42.07			$	37.80			$	79.87
$	95.00			$	44.40			$	37.80			$	82.20
$	100.00			$	46.74			$	37.80			$	84.54
$	105.00			$	49.08			$	37.80			$	86.88
$	110.00			$	51.41			$	37.80			$	89.21
$	115.00			$	53.75			$	37.80			$	91.55

	Over-Election of Allergan Common Stock

	•	0.8498 of a share of Allergan common stock multiplied by
	•	55% of the total number of Inamed Shares that are tendered and accepted for exchange pursuant to the Offer.

	•	all Inamed Shares covered by elections to receive cash and all Inamed Shares for which no election was made will be exchanged for $84.00 per share in cash; and

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	•	for each election to receive shares of Allergan common stock:

	•	the number of Inamed Shares subject to such election that will be converted into the right to receive shares of Allergan common stock shall be:

	•	the total number of Inamed Shares subject to such election to receive Allergan common stock multiplied by
	•	a fraction:

	•	the numerator of which shall be the maximum number of shares of Allergan common stock issuable in the Offer, and
	•	the denominator of which shall be the product of the aggregate number of Inamed Shares subject to all elections to receive Allergan common stock, multiplied by 0.8498,

	•	all other Inamed Shares subject to such election, other than that number converted into the right to receive shares of Allergan common stock as set forth above, shall be converted into the right to receive $84.00 in cash.

	Over Election of Cash

	•	$84.00 multiplied by
	•	45% of the total number of Inamed Shares that are tendered and accepted for exchange pursuant to the Offer.

	•	all Inamed Shares covered by elections to receive Allergan common stock and all Inamed Shares for which no election was made will be exchanged for 0.8498 of a share of Allergan common stock; and
	•	for each election to receive cash:

	•	the number of Inamed Shares that shall be converted into the right to receive cash shall be:

	•	the total number of Inamed Shares subject to such election to receive cash multiplied by
	•	a fraction:

	•	the numerator of which shall be the maximum aggregate cash payable in the Offer, and
	•	the denominator of which shall be the product of the aggregate number of Inamed Shares subject to all elections to receive cash, multiplied by $84.00,

	rounded down to the nearest Inamed Share.

	•	all other Inamed Shares subject to such cash election, other than the number converted into the right to receive cash consideration as set forth above, shall be converted into the right to receive 0.8498 of a share of Allergan common stock.

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	Consequences of Tendering with No Election

	Fractional Shares

	Distribution of Offering Materials

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	•	to extend the Offer one time only for up to five business days if less than 90% of the total Inamed Shares on a fully diluted basis have been validly tendered and not properly withdrawn at the otherwise scheduled expiration date; and
	•	to waive any condition, other than those not subject to waiver as set forth in “—Conditions of the Offer.”

	Accuracy of Representations and Warranties and Covenant Compliance

	•	the representations and warranties of Inamed contained in the Allergan Merger Agreement shall be true and correct, except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) would not, individually or in the aggregate, result in a Company Material Adverse Effect (as defined in the Allergan Merger Agreement); and

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	•	Inamed shall have performed in all material respects all of its obligations required to be performed by it under the Allergan Merger Agreement at or prior to the time Offeror accepts for exchange Inamed Shares validly tendered pursuant to the Offer.

	Minimum Tender

	Antitrust

	•	Any mandatory waiting periods barring consummation of the Inamed Merger, as established by the HSR Act and any other applicable similar foreign laws or regulations will have expired or been terminated; and
	•	such expiration or termination has been granted or occurred without the imposition of any material condition or restriction, other than, to the extent required to obtain any necessary consents, approvals or authorizations required to complete the Offer, the Inamed Merger or the Post-Closing Merger under applicable antitrust laws (x) the license, divestment, disposition of or holding separate of (A) the Reloxin Assets, (as defined in the Allergan Merger Agreement) including Inamed’s distribution rights and all related rights to the Reloxin/ Dysport products in all markets, and (B) such other assets and businesses as do not constitute material assets or businesses of Allergan or Inamed or their respective subsidiaries.

	Certain Other Conditions

	•	the shares of Allergan’s common stock to be issued to Inamed stockholders in the Offer and the proposed Inamed Merger shall have been authorized for listing on the New York Stock Exchange, subject to official notice of issuance;
	•	the registration statement, of which this prospectus is a part, shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the registration statement shall have been issued nor shall there have been proceedings for that purpose pending before the SEC, and Allergan shall have received all material state securities law or blue sky authorizations;
	•	no temporary restraining order, preliminary or permanent injunction or other order or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the completion of the Offer, the Inamed Merger or the Post-Closing Merger shall be in effect; and no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any court, administrative agency or commission or other governmental entity that prohibits or makes illegal the completion of the Offer, the Inamed Merger or the Post-Closing Merger;
	•	no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any court, administrative agency or commission or other governmental entity that materially restricts the completion of the Offer, the Inamed Merger or the Post-Closing Merger other than any license, divestment, disposition of or holding separate of (A) the Reloxin Assets, including Inamed’s distribution rights and all related rights to the Reloxin/ Dysport products in all markets, and (B) such other assets and businesses of Allergan or Inamed as do not constitute material assets or businesses of Allergan or Inamed or their respective subsidiaries;

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	•	there shall not be pending any suit, action or proceeding by any governmental entity:

	•	seeking to prohibit the completion of the Offer;
	•	seeking to prohibit the ownership or operation by Inamed or Allergan or any of their respective subsidiaries of any material business or assets of Inamed or Allergan (other than those contemplated in the Allergan Merger Agreement relating to the Reloxin Assets and other non-material assets or businesses of Allergan or Inamed or their respective subsidiaries);
	•	seeking to prohibit Allergan from effectively controlling in any material respect the business or operations of Inamed (other than those contemplated in the Allergan Merger Agreement relating to the Reloxin Assets and other non-material assets or businesses of Allergan or Inamed or their respective subsidiaries);

	•	since the date of the Allergan Merger Agreement, there will not have been any state of facts, events, changes, effects, developments, conditions or occurrences that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

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	•	a properly completed and duly executed letter of election and transmittal, along with any required signature guarantees, any other required documents, and certificates for tendered Inamed Shares held in certificate form must be received by the exchange agent at one of its addresses set forth on the back cover of this prospectus before the expiration date; or
	•	an agent’s message in connection with a book-entry transfer, and any other required documents, must be received by the exchange agent at one of its addresses set forth on the back cover of this prospectus, and the Inamed Shares must be tendered into the exchange agent’s account at DTC pursuant to the procedures for book-entry tender set forth below (and a confirmation of receipt of such tender, referred to as a “book-entry confirmation” must be received), in each case before the expiration date; or
	•	the terms and conditions of the guaranteed delivery procedure set forth below under “—Guaranteed Delivery” must be met.

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	•	the tender is by or through an eligible institution;
	•	a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by Offeror, is received by the exchange agent as provided below on or prior to the expiration date; and
	•	the certificates for all tendered Inamed Shares (or a confirmation of a book-entry transfer of such shares into the exchange agent’s account at DTC as described above), in proper form for transfer, together with a properly completed and duly executed letter of election and transmittal with any required signature guarantees (or, in the case of a book-entry transfer, an agent’s message) and all other documents required by the letter of election and transmittal are received by the exchange agent at one of its addresses on the back cover of this prospectus within three NYSE trading days after the date of execution of such notice of guaranteed delivery.

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	•	all outstanding options to purchase Inamed Shares, of which Inamed represented there were 1,057,342 as of December 13, 2005, are exercised prior to the expiration of the Offer or the consummation of the Inamed Merger;
	•	Offeror exchanges, pursuant to the Offer and the Inamed Merger, 37,958,370 Inamed Shares, which number is the sum of (i) 36,901,028, the total number of Inamed Shares Inamed represented there were outstanding on December 13, 2005, and (ii) 1,057,342 shares assumed to have been issued pursuant to the exercise of Inamed stock options; and
	•	134,254,772 shares of Allergan common stock are outstanding immediately prior to the consummation of the Inamed Merger;

	Treatment of the Offer, the Inamed Merger, and the Post-Closing Merger as a Reorganization

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	Consequences to Inamed Stockholders

	Holders who Exchange Inamed Shares Solely for Cash

	Holders who Exchange Inamed Shares Solely for Allergan Common Stock

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	Holders who Exchange Inamed Shares for Allergan Common Stock and Cash

	The Receipt of Cash in Lieu of a Fractional Share

	Consequences to Allergan and Inamed

	Information Reporting and Backup Withholding

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	Purpose of the Offer; the Inamed Merger

	Appraisal Rights

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	Divestiture of Reloxin Assets

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	Delisting and Termination of Registration

	Board of Directors and Management

	Effect of the Offer on the Market for the Inamed Shares

	NASDAQ Quotation

	Registration Under the Exchange Act

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	Margin Regulations

	•	splits, combines or otherwise changes its shares of common stock or its capitalization;
	•	acquires shares of its common stock or otherwise causes a reduction in the number of outstanding shares;
	•	pays any dividend;
	•	issues or sells any additional shares of its common stock (other than shares issued pursuant to and in accordance with the terms in effect on the date of this prospectus of employee stock options outstanding prior to such date), shares of any other class or series of capital stock, other voting securities or any securities convertible into, or options, rights, or warrants, conditional or otherwise, to acquire, any of the foregoing; or
	•	discloses that it has taken such action,

	General

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	Antitrust

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			Allergan Common Stock												Inamed Common Stock
			High				Low				Dividends				High				Low				Dividends
2003
	First Quarter		$	71.53			$	56.60			$	0.09			$	24.00			$	18.53			$	0.00
	Second Quarter			81.55				66.81				0.09				37.64				21.91				0.00
	Third Quarter			81.80				75.82				0.09				52.45				35.11				0.00
	Fourth Quarter			81.48				71.65				0.09				58.90				44.27				0.00
2004
	First Quarter			90.21				75.65				0.09				53.30				41.70				0.00
	Second Quarter			92.61				83.13				0.09				69.80				52.25				0.00
	Third Quarter			90.36				69.05				0.09				64.20				45.17				0.00
	Fourth Quarter			82.10				66.78				0.09				64.09				47.24				0.00
2005
	First Quarter			81.27				69.60				0.10				72.50				59.30				0.00
	Second Quarter			86.29				69.01				0.10				70.80				57.75				0.00
	Third Quarter			95.43				83.36				0.10				78.74				65.62				0.00
	Fourth Quarter (through December 21, 2005)			109.94				85.90				0.10				88.16				69.61				0.00

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											Pro Forma								Pro Forma
			Allergan				Inamed				Adjustments				Notes				Combined
Net sales			$	1,724.3			$	325.1			$	—							$	2,049.4
Operating costs and expenses
	Cost of sales			304.3				90.3				4.9				(a)				399.5
	Selling, general and administrative			689.5				137.6				(15.4	)			(a)(b)				811.7
	Research and development			283.5				29.9				—								313.4
	Amortization of acquired identifiable intangible assets			—				4.0				51.8				(c)				55.8
	Restructuring charge			37.6				(0.7	)			—								36.9
Operating income				409.4				64.0				(41.3	)							432.1
Non-operating income (expense)
	Interest income			23.0				2.5				(12.9	)			(d)				12.6
	Interest expense			(7.5	)			(0.8	)			(41.2	)			(e)				(49.5	)
	Gain on investments			0.8				—				—								0.8
	Unrealized gain on derivative instruments, net			1.0				—				—								1.0
	Other, net			3.0				2.5				—								5.5
Earnings before income taxes and minority interest				429.7				68.2				(95.4	)							402.5
Provision for income taxes				163.2				19.0				(33.6	)			(g)				148.6
Minority interest expense				2.7				—				—								2.7
Net earnings			$	263.8			$	49.2			$	(61.8	)						$	251.2
Earnings per share:
	Basic		$	2.02												(h)			$	1.69
	Diluted		$	1.98												(h)			$	1.66
Weighted average shares outstanding (in millions):
	Basic			130.8								17.9				(h)				148.7
	Diluted			133.2								17.9				(h)				151.1

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											Pro Forma								Pro Forma
			Allergan				Inamed				Adjustments				Notes				Combined
Net sales			$	2,045.6			$	384.4			$	—							$	2,430.0
Operating costs and expenses
	Cost of sales			386.7				97.9				14.8				(a)(f)				499.4
	Selling, general and administrative			778.9				179.7				(14.8	)			(a)(f)				943.8
	Research and development			345.6				28.8				—								374.4
	Amortization of acquired identifiable intangible assets			—				5.0				69.3				(c)				74.3
	Restructuring charge			7.0				—				—								7.0
Operating income				527.4				73.0				(69.3	)							531.1
Non-operating income (expense)
	Interest income			14.1				2.0				(8.6	)			(d)				7.5
	Interest expense			(18.1	)			(1.5	)			(54.5	)			(e)				(74.1	)
	Gain on investments, net			0.3				—				—								0.3
	Unrealized loss on derivative instruments, net			(0.4	)			—				—								(0.4	)
	Other, net			8.8				4.8				—								13.6
Earnings before income taxes and minority interest				532.1				78.3				(132.4	)							478.0
Provision for income taxes				154.0				15.2				(41.2	)			(g)				128.0
Minority interest expense				1.0				—				—								1.0
Net earnings			$	377.1			$	63.1			$	(91.2	)						$	349.0
Earnings per share:
	Basic		$	2.87												(h)			$	2.34
	Diluted		$	2.82												(h)			$	2.30
Weighted average shares outstanding (in millions):
	Basic			131.3								17.9				(h)				149.2
	Diluted			133.9								17.9				(h)				151.8

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												Pro Forma								Pro Forma
				Allergan				Inamed				Adjustments				Notes				Combined
ASSETS
Current assets:
	Cash and equivalents			$	1,110.6			$	115.5			$	(400.8	)			(i)			$	650.6
													1,045.0				(j)
													(1,045.0	)			(j)
													(8.8	)			(l)
													(165.9	)			(p)
	Short-term investments				—				62.7				—								62.7
	Trade receivables, net				252.3				76.6				—								328.9
	Inventories				90.5				61.1				49.0				(k)				200.6
	Asset held for sale				—				—				10.0				(m)				10.0
	Other current assets				173.3				25.8				(14.7	)			(t)				184.4
		Total current assets			1,626.7				341.7				(531.2	)							1,437.2
Investments and other assets					264.1				1.4				5.9				(p)				271.4
Deferred tax assets					121.6				21.0				(142.6	)			(t)				—
Property, plant and equipment, net					466.9				60.7				—								527.6
Goodwill					9.2				136.3				2,157.2				(q)				2,302.7
Intangibles, net					144.9				47.9				732.5				(n)				925.3
Acquired in-process research and development					—				—				113.4				(o)				—
													(113.4	)			(o)
		Total assets		$	2,633.4			$	609.0			$	2,221.8							$	5,464.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Notes payable			$	126.0			$	8.8			$	(8.8	)			(l)			$	126.0
	Accounts payable				114.4				30.9				—								145.3
	Accrued expenses				263.0				40.4				—								303.4
	Income taxes				96.0				12.1				—								108.1
		Total current liabilities			599.4				92.2				(8.8	)							682.8
Long-term debt					57.2				—				1,045.0				(j)				1,102.2
Long-term convertible notes, net of discount					518.4				—				—								518.4
Deferred tax liabilities					—				—				40.5				(t)				40.5
Other liabilities					117.8				17.3				—								135.1
Commitments and contingencies
Minority interest					1.0				—				—								1.0
Stockholders’ equity:
	Preferred stock				—				—				—								—
	Common stock				1.3				0.4				(0.4	)			(r)				1.5
													0.2				(s)
	Additional paid-in capital				395.7				265.3				(265.3	)			(r)				2,153.5
													1,757.8				(s)
	Deferred compensation				—				(9.7	)			9.7				(r)				—
	Accumulated other comprehensive income (loss)				(46.3	)			2.3				(2.3	)			(r)				(46.3	)
	Retained earnings				1,192.7				241.2				(241.2	)			(r)				1,079.3
													(113.4	)			(o)
					1,543.4				499.5				1,145.1								3,188.0
Less — treasury stock, at cost					(203.8	)			—				—								(203.8	)
		Total stockholders’ equity			1,339.6				499.5				1,145.1								2,984.2
		Total liabilities and stockholders’ equity		$	2,633.4			$	609.0			$	2,221.8							$	5,464.2
Pro forma common shares outstanding(u)																					149.5

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Note 1	Basis of Presentation

Value of Allergan shares issued		$	1,758.0
Cash consideration			1,445.8
Transaction costs (including $90 million of estimated break-up fees associated with the termination of the Medicis merger transaction)			165.9
Total		$	3,369.7

Current assets		$	390.7
Property, plant and equipment			60.7
In-process research and development			113.4
Assets held for sale			10.0
Identifiable intangible assets (including developed technology of $654.4, customer relationships of $86.4, core technology of $35.5 and other intangibles of $4.1)			780.4
Goodwill			2,293.5
Other assets (including deferred tax assets)			28.3
Current liabilities			(92.2	)
Additional deferred tax liabilities			(197.8	)
Other long-term liabilities			(17.3	)
Net assets		$	3,369.7

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Note 2	Pro Forma Adjustments

	Pro Forma Statement of Earnings Adjustments

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	Basic

		Nine Months
		Ended				Year Ended
		September 30, 2005				December 31, 2004
Shares used to calculate Allergan’s historical basic earnings per share			130.8				131.3
Shares issued in connection with the acquisition of Inamed			17.9				17.9
Shares used to calculate pro forma basic earnings per share			148.7				149.2

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	Diluted

		Nine Months
		Ended				Year Ended
		September 30, 2005				December 31, 2004
Shares used to calculate Allergan’s historical diluted earnings per share			133.2				133.9
Shares issued in connection with the acquisition of Inamed			17.9				17.9
Shares used to calculate pro forma diluted earnings per share			151.1				151.8

	Pro Forma Balance Sheet Adjustments

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Historical Allergan common shares outstanding as of September 30, 2005, net of 2.7 million treasury shares			131.6
Shares assumed issued in connection with the acquisition of Inamed			17.9
Pro forma common shares outstanding as of September 30, 2005			149.5

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	•	designations, powers, preferences, privileges;
	•	relative participating, optional or special rights; and
	•	the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences.

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	•	prior to this time, Allergan’s board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
	•	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of Allergan’s voting stock outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers, and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
	•	at or subsequent to such time, the business combination is approved by Allergan’s board of directors and authorized at an annual or special meeting of Allergan’s stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder.

	•	any merger or consolidation involving the corporation and the interested stockholder;
	•	any sale, transfer, pledge or other disposition of 10% or more of a corporation’s assets involving the interested stockholder;
	•	any transaction that results in the issuance or transfer by the corporation of any of its stock to the interested stockholder, subject to limited exceptions;
	•	any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation’s capital stock beneficially owned by the interested stockholder; or
	•	the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

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	•	authorize Allergan’s board of directors to establish one or more series of undesignated preferred stock, the terms of which can be determined by the board of directors at the time of issuance;
	•	divide Allergan’s board into three classes of directors, with each class serving a staggered three-year term;
	•	require that any action required or permitted to be taken by Allergan’s stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing;
	•	provide an advanced written notice procedure with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of Allergan’s board of directors or a committee of its board of directors;
	•	state that special meetings of Allergan’s stockholders may be called only by the chairman of its board of directors, its board of directors itself or its president;
	•	provide that certain provisions of Allergan’s restated certificate of incorporation can be amended only by supermajority vote of the outstanding shares; and
	•	allow Allergan’s directors, and not its stockholders, to fill vacancies on its board of directors, including vacancies resulting from removal or enlargement of the board.

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		Allergan		Inamed
Authorized Capital Stock		The authorized capital stock of Allergan currently consists of (i) 300,000,000 shares of common stock, par value $0.01 per share, and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share. The board has the authority to designate the preferences, special rights, limitations or restrictions of the shares of preferred stock without further stockholder approval.		The authorized capital stock of Inamed currently consists of (i) 100,000,000 shares of Common Stock, par value $0.01 per share, and (ii) 1,000,000 shares of Preferred Stock, par value $0.01 per share. The board has the authority to designate the preferences, special rights, limitations or restrictions of the shares of Preferred Stock without further stockholder approval.
Dividend Policy		Allergan has no legal or contractual obligation to pay dividends. However, Allergan recently has paid and currently expects to pay a quarterly dividend of $0.10 on its common stock. Allergan’s board of directors is free to change Allergan’s dividend practices from time to time and to decrease or increase the dividend paid, or to not pay a dividend, on Allergan’s common stock on the basis of results of operations, financial condition, cash requirements and future prospects and other factors deemed relevant by Allergan’s board of directors. In addition, Allergan’s debt agreements (including the commitment letter from Morgan Stanley discussed above) limit its ability to pay dividends.		Inamed has no legal or contractual obligation to pay dividends.
Voting, Generally		•   One vote per share of common stock. •   No cumulative voting for directors.		•   One vote per share of common stock. •   No cumulative voting for directors.
Number of Directors and Size of Board		Allergan’s bylaws provide for between three and 15 directors to serve on its board of directors and authorizes the board of directors to		Inamed’s bylaws provide for between three and nine directors to serve on its board of directors and authorizes the board of directors to set the

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		Allergan		Inamed
		set the number of directors within these parameters. Allergan’s board of directors currently consists of eleven directors.		number of directors within these parameters. Inamed’s board of directors of directors currently consists of six directors.
Term of Directors		Allergan’s directors serve for three years. The directors are divided into three classes, and the terms of approximately one-third of the directors expire each year.		Inamed’s directors are elected to one-year terms expiring at the next annual stockholders’ meeting following election. Inamed’s certificate of incorporation does not provide for staggered terms.
Removal of Directors		Allergan’s certificate of incorporation provides that Allergan’s directors may be removed only for cause by the affirmative vote of the holders of at least 662/3% of the combined voting power of Allergan common stock.		Inamed’s certificate of incorporation provides that any of Inamed’s directors may be removed with or without cause by the affirmative vote of the stockholders holding a majority of the shares entitled to vote in the election of such director, subject to the rights of the holders of any series of preferred stock to elect directors.
Vacancies on the Board		Vacancies on Allergan’s board of directors are filled by a majority of the remaining directors then in office.		Vacancies on Inamed’s board of directors are filled by a majority of the remaining directors then in office.
Board Quorum and Vote Requirements		At all Allergan board meetings, the presence of a majority of the directors then in office constitutes a quorum. Except as otherwise required by law or by Allergan’s certificate of incorporation or bylaws, the vote of a majority of the directors present at any meeting at which a quorum is present constitutes the act of the board.		At Inamed board meetings, a majority of the fixed number of directors shall constitute a quorum for the transaction of business, except that when the Board of Directors consists of one director, then the one director shall constitute a quorum.
Annual Stockholders Meetings		The annual meeting of Allergan stockholders is held on such date, at such time and at such place as may be designated by the board of directors.		The annual meeting of Inamed stockholders is held on such date, at such time and at such place as may be designated by the board of directors.
Special Stockholders Meetings		Special meetings of Allergan stockholders may not be called by Allergan stockholders. These meetings may be called only by: •   the board of directors; •   the chairman of the board of directors; or •   the president of the corporation.		Special meetings may be called at any time by: •   a majority of the board of directors •   the chairman of the board; or by the President; or •   holders of not less than ten percent (10%) of the voting power of all outstanding shares of voting stock.
Quorum for Stockholders Meetings		Except as otherwise expressly provided by law or by Allergan’s certificate of incorporation or bylaws, the presence in person or representation by proxy of holders of		Except as otherwise expressly provided by law or by Inamed’s certificate of incorporation or bylaws, the presence in person or representation by proxy of holders of

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		Allergan		Inamed
		record of shares that represent at least a majority of common stock issued and outstanding constitutes a quorum for the transaction of business at that meeting.		record of shares that represent at least a majority of common stock issued and outstanding constitutes a quorum for the transaction of business at that meeting.
Advance Notice Procedures for a Stockholder Proposal		In general, a stockholder wishing to nominate a director or raise another proposal at an annual meeting of stockholders must notify Allergan in writing between 30 and 60 days prior to the first anniversary of the previous year’s annual meeting of stockholders. The notice must contain specific information concerning the person to be nominated or the matters to be brought before the meeting as well as specific information concerning the stockholder submitting the proposal or making the nomination.		Any stockholder proposal or nomination for the election of a director by a stockholder shall be delivered no less than 90 days nor more than 120 days in advance of the first anniversary of Inamed’s annual meeting held in the prior year, provided, however, in the event Inamed shall not have had an annual meeting in the prior year, such notice shall be delivered no less than 90 days nor more than 120 days in advance of May 15 of the current year. The notice must contain specific information concerning the person to be nominated or the matters to be brought before the meeting as well as specific information concerning the stockholder submitting the proposal or making the nomination.
Stockholder Action by Written Consent		Except as otherwise provided in Allergan’s certificate of incorporation as it may be amended, stockholders may not take action by written consent in lieu of a meeting.		Any action that may be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Amendment of Governing Documents		Allergan’s certificate of incorporation may be amended only by a stockholder vote. Allergan’s bylaws may be amended by a stockholder vote or by the board of directors. Amendments to provisions of Allergan’s certificate of incorporation and bylaws by Allergan stockholders relating to the following matters require 662/3% of the combined voting power of outstanding Allergan common stock: •   bylaw amendment •   stockholder action by written consent; •   number and election of directors;		Inamed reserves the right to adopt, repeal, rescind, alter or amend in any respect any provision contained in its certificate of incorporation in the manner now or hereafter prescribed by applicable law, and all rights conferred on stockholders therein are granted subject to such reservation, except the following may not be so amended: •   the capitalization provisions; •   the amendment provisions; •   any bylaw amendment; or •   any amendment of the board number, election, term vacancies

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		Allergan		Inamed
		•   expiration of terms (classified board); •   vacancies on the board of directors; •   removal of directors; •   advance notice procedures for a stockholder proposal; •   limitation on director liability; •   indemnification; •   business combinations; •   board considerations; •   stockholder rights plan; •   special meetings; and •   the amendment provisions.		and removal Under the DGCL, Inamed’s certificate of incorporation may be amended only if the proposed amendment is approved by the board of directors and holders of a majority of the outstanding stock entitled to vote at the meeting. Inamed’s certificate of incorporation also provides that where an interested stockholder, or an affiliate or associate of an interested stockholder, has proposed to repeal, rescind, alter or amend certain provisions of the certificate of incorporation, an affirmative vote of the holders of a majority of the outstanding shares of voting stock voting together as a single class, other than the shares held by the interested stockholder proposing the action, is required to approve the action. Inamed’s bylaws may be adopted, rescinded, altered or amended in any respect by the board of directors or by the affirmative vote of the holders of not less than a majority of the outstanding shares of voting stock, voting together as a single class.
Exculpation of Directors		Allergan’s certificate of incorporation provides that, to the fullest extent permitted by Delaware law, no director will be personally liable to Allergan or its stockholders for monetary damages for breach of any fiduciary duty as a director. Under Delaware law, Allergan cannot eliminate director liability for: •   any breach of the director’s duty of loyalty to Allergan or its stockholders; •   acts or omissions that are not in good faith or which involve intentional misconduct or a knowing violation of law; •   violations of § 174 of the DGCL (relating to unlawful payment of dividends or unlawful stock purchases or redemptions); or		Inamed’s certificate of incorporation provides that, to the fullest extent permitted by Delaware law, no director will be personally liable to Inamed or its stockholders for monetary damages for conduct as a director. Under Delaware law, Inamed cannot eliminate director liability for: •   any breach of the director’s duty of loyalty to Inamed or its stockholders; •   acts or omissions that are not in good faith or which involve intentional misconduct or a knowing violation of law; •   violations of § 174 of the DGCL (relating to unlawful payment of dividends or unlawful stock purchases or redemptions); or

		•   any transaction from which the director derives an improper personal benefit.		•   any transaction from which the director derives an improper personal benefit.

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		Allergan		Inamed
Indemnification of Directors, Officers and Employees		Allergan will indemnify, to the fullest extent permitted by law, its directors and officers in connection with proceedings to which they are made parties by reason of the fact that they are or were directors or officers of Allergan; provided, however, that Allergan is not required to indemnify a director or officer in connection with a proceeding commenced by such director or officer unless the proceeding was authorized by the board of directors. The DGCL allows the above indemnification only if the director or officer acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of Allergan, and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. In suits by Allergan, and derivative suits by stockholders of Allergan, against directors or officers of Allergan, Delaware law does not allow indemnification without judicial approval if the officer or director is adjudged to be liable to Allergan. Allergan will advance expenses (including attorneys’ fees) before the final disposition of any proceeding upon receipt of an undertaking by the director or officer to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by Allergan.		Inamed’s bylaws provide that it will indemnify, to the fullest extent permitted by law, its directors in connection with proceedings to which they are made parties by reason of the fact that they are or were directors, officers, employees or agents of Inamed, provided, however, that Inamed is not required to indemnify an entity in connection with a proceeding commenced by such director or officer unless the proceeding was authorized by (i) the board of directors, (ii) independent legal counsel in a written opinion, or (iii) the stockholders. The DGCL allows the above indemnification only if the agent acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of Inamed, and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful. In suits by Inamed, and derivative suits by stockholders of Inamed, against directors or officers of Inamed, Delaware law does not allow indemnification without judicial approval if the officer or director is adjudged to be liable to Inamed. Inamed’s certificate of incorporation provides that it will advance reasonable expenses before the final disposition of any proceeding if the agent undertakes to repay such amount if it is determined that they are not entitled to indemnification, except that such advances will no be made if the board of directors or an independent legal counsel determines that such an agent is not entitled to indemnification.
Anti-Takeover Provisions:
Business Combination Act		Allergan is subject to Section 203 of the DGCL, which prohibits specified business combinations by an interested stockholder (defined as a holder of 15% or more of the outstanding voting shares of a corporation) for a period of three years after the stockholder becomes an interested stockholder unless •   prior to the stockholder’s becoming an interested		Inamed is subject to Section 203 of the DGCL. However, as described above, Inamed’s board of directors has approved the Offer, the Inamed Merger and the Post-Closing Merger such that Section 203 does not apply to such transactions.

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		Allergan		Inamed
		stockholder, the board of directors approves the business combination or the transaction by which the stockholder becomes an interested stockholder, •   upon completion of the transaction by which the stockholder becomes an interested stockholder, the stockholder owns at least 85% of the voting stock of the corporation (excluding shares owned by directors who are also officers and by certain employee stock ownership plans) or •   on or after the date the stockholder becomes an interested stockholder, the business combination receives the approval of both the directors and the holders of at least two-thirds of the outstanding voting shares not owned by the interested stockholder. A Delaware corporation may opt out of Section 203 through an amendment to its certificate of incorporation or bylaws adopted by a majority of the outstanding voting shares, provided that, in most cases, such an amendment will not become effective until 12 months after its adoption and will not apply to any person who became an interested stockholder on or prior to its adoption. Allergan has not adopted any such charter or bylaw amendment. Allergan’s certificate of incorporation defines an interested stockholder as one who becomes a holder of 5% or more of Allergan’s voting shares. Allergan’s certificate of incorporation requires that any transaction with such an interested stockholder be approved by at least 662/3% of the outstanding voting securities.
Stockholder Rights Plan		Allergan is party to the Rights Agreement dated as of January 25,		Inamed is a party to the Amended and Restated Rights Agreement

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		Allergan		Inamed
		2000, as amended by the Amendment to Rights Agreement dated as of January 2, 2002, the Second Amendment to Rights Agreement dated as of January 30, 2003, and the Third Amendment to Rights Agreement dated as of October 24, 2005. The following description of the rights agreement, as amended, is subject in its entirety to the terms and conditions of the rights agreement. You should read the rights agreement carefully, a copy of which is incorporated into the registration statement, of which this prospectus is a part. See “Where to Obtain More Information.” Pursuant to the rights agreement, one right is attached to each share of Allergan common stock outstanding. Until a right is exercised, the holder thereof, as such, will have no rights as a stockholder of Allergan beyond those as an existing stockholder, including, without limitation, the right to vote or to receive dividends. Exercisability of Rights. The rights become exercisable and transferable separately from Allergan common stock upon the earlier of: •   ten days following a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of Allergan common stock, with certain exceptions, or •   ten business days (or such later date as may be determined by action of the board of directors under certain conditions) following the commencement or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of 15% or more of Allergan common stock, with certain exceptions. Each right will entitle the holder to purchase 1/100th shares of Series A		dated as of November 16, 1999, as amended by Amendment No. 1 dated as of December 22, 1999, Amendment No. 2 dated as of April 1, 2002, Amendment No. 3 dated as of March 20, 2005 and Amendment No. 4 dated December 20, 2005. The following description of the rights agreement, as amended, is subject in its entirety to the terms and conditions of the rights agreement. You should read the rights agreement carefully. See “Where to Obtain More Information.” As disclosed by Inamed in an amendment to its Form 8-A relating to Inamed’s rights plan filed by Inamed with the SEC on December 21, 2005, on December 20, 2005, Inamed entered into Amendment No. 4 to the rights agreement, which excludes the Offer, the Inamed Merger and the Second Merger from the scope of the rights agreement and provides for the termination of the rights agreement and the rights issued thereunder immediately prior to the effective time of the Inamed Merger. Accordingly, the rights agreement does not apply to these transactions. Pursuant to the rights agreement, one right is attached to each share of Inamed common stock outstanding. Exercisability of Rights. The rights become exercisable and transferable separately from Inamed common stock upon the earlier of: •   ten days after a person or group has acquired beneficial ownership of 15% or more of Inamed’s outstanding common stock, with certain exceptions; or •   ten business days after a person or group announces a tender or exchange offer which would result in a person or group acquiring 15% or more of Inamed’s

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		Allergan		Inamed
		Junior Participating Preferred Stock at an exercise price of $300, subject to adjustment. Each share of Series A Junior Participating Preferred Stock is entitled, if and when declared, to a preferential quarterly dividend payment equal to the greater of $l per share or 100 times the aggregate dividend, if any, declared per common share, subject to adjustment. In the event of a liquidation, dissolution or winding up of the company, the holders of the Series A Junior Participating Preferred Stock will be entitled to a preferential liquidation payment of $100 per share (plus any accrued but unpaid dividends) or 100 times the payment made per share of common stock. Each share of Series A Junior Participating Preferred Stock will have 100 votes and will vote together with the shares of common stock on matters submitted to a vote of the stockholders of the corporation. In the event of any merger, consolidation or other transaction in which shares of common stock are exchanged, each share of Series A Junior Participating Preferred Stock will be entitled to receive 100 times the amount received per share of common stock, and the preferred shares will not be redeemable. “Flip-In” Feature. With certain exceptions, in the event that a person acquires 15% or more of Allergan’s common stock, or if Allergan were the surviving corporation in a merger with such a person or any affiliate or associate of such a person, and the shares of Allergan common stock were not changed or exchanged, each holder of a right, other than rights that are or were acquired or beneficially owned by the acquiring person (which rights will thereafter be void), will thereafter have the		outstanding common stock. Once the rights become exercisable, all rights owned by the acquiring person, and the acquiring person’s affiliates and associates, will be null and void. If the rights become exercisable as the result of a tender offer, unless redeemed by Inamed, each right will entitle the registered holder to purchase 1/1000th shares of Series A Junior Participating Preferred Stock at an exercise price of $80, subject to adjustment. Each share of Series A Junior Participating Preferred Stock is entitled to a preferential quarterly dividend payment of $1 per share or 1,000 times the aggregate per share amount of all dividends declared on Inamed common stock. In the event of a liquidation, the holders of Series A Junior Participating Preferred Stock are entitled to a preferential liquidation payment of $1,000 per share, plus accrued dividends, or 1,000 times the aggregate amount to be distributed per share of Inamed common stock. “Flip-In” Feature. Once a person or group acquires 15% of more of Inamed’s outstanding common stock, each right except the rights held by the acquiring person will entitle its holder to purchase, for the exercise price of the right, that number of shares of Inamed common stock having a market value equal to two times the exercise price of the right. “Flip-Over” Feature. In the event that Inamed is acquired in a merger or other business combination transaction or similar transaction, each right except the rights held by the acquiring person will entitle its holder to purchase, for the exercise price of the right, that number of shares of the acquiring entity’s common stock having a market value

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		Allergan		Inamed
		right to receive upon exercise that number of shares of common stock having a market value of two times the then-current purchase price of the right. “Flip-Over” Feature. With certain exceptions, if, after a person acquires 15% or more of Allergan’s common stock, the company were acquired in a merger or other business combination transaction or more than 50% of its assets or earning power were sold, proper provision shall be made so that each holder of a right shall thereafter have the right to receive, upon the exercise thereof at the then current purchase price of the right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the then-current purchase price of the right. “Exchange” Feature. With certain exceptions, any time after a person or group acquires 15% or more of Allergan’s outstanding common stock, but before the person or group acquires 50% or more of Allergan’s outstanding common stock, the board of directors may cause Allergan to exchange the rights (other than rights owned by an acquiring person which will have become void), in whole or in part, for shares of common stock at an exchange rate of one share of common stock per right. Redemption of Rights. The rights may be redeemed in whole, but not in part, at a price of $.01 per right by the board of directors at any time prior to the time that a person acquires 15% or more of Allergan’s common stock. The redemption of the rights may be made effective at such time, on such basis and with such conditions as the board of directors in its sole discretion may establish. Immediately upon any		equal to two times the exercise price of the right, unless the rights are earlier redeemed by Inamed. “Exchange” Feature. At any time after any person or group acquires 15% of Inamed’s outstanding common stock, but before the person or group’s acquisition of 50% or more of the outstanding common stock, the board of directors may exchange the rights at an exchange ratio of one common share per right. Redemption of Rights. Inamed may redeem the rights in whole at a price of $.01 per right at any time before the close of business on the tenth business day after a person or group obtains 15% or more of Inamed’s outstanding common stock. Amendment of Rights Agreement. With limited exceptions, the rights agreement may be amended by the board of directors without consent of the holders of the rights at any time before any person or group obtains 15% or more of Inamed’s outstanding common stock. After a person or group acquires 15% or more of Inamed’s common stock, the board of directors may not amend the rights agreement in any respect that may adversely affect the interests of the right holders without their approval. Final Expiration Date. The rights expire on June 2, 2007, unless the expiration date is extended or the rights are redeemed or exchanged.

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		Allergan		Inamed
		redemption of the rights, the right to exercise the rights will terminate and the only right of the holders of rights will be to receive the redemption price. Amendment of Rights Agreement. Any of the provisions of the rights agreement may be amended by the board of directors of Allergan for so long as the rights are then redeemable, and, after the rights are no longer redeemable, Allergan may amend or supplement the agreement in any manner that does not adversely affect the interests of the holders of the rights (other than an acquiring person or an affiliate or associate of an acquiring person). Final Expiration Date. The rights expire on February 18, 2010, unless the expiration date is extended or the rights are redeemed or exchanged.
Consideration of Other Constituencies		Allergan’s certificate of incorporation does not contain any provision specifically authorizing or requiring the Allergan board of directors to consider the interests of any constituencies of Allergan other than its stockholders in considering whether to approve or oppose any corporate action, including a merger or similar transaction. However, under Delaware law, the board of directors may consider the impact of such a transaction on other constituencies, to the extent that such interests are consistent with the interests of stockholders.		Inamed’s certificate of incorporation does not contain any provision specifically authorizing or requiring the Inamed board of directors to consider the interests of any constituencies of Inamed other than its stockholders in considering whether to approve or oppose any corporate action, including a merger or similar transaction. However, under Delaware law, the board of directors of a Delaware corporation such as Inamed may consider the impact of such a transaction on other constituencies, to the extent that such interests are consistent with the interests of stockholders.

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	•	represent Allergan’s unsecured senior obligations and rank equally with all of its other unsecured senior indebtedness and are junior to all of its current and future secured indebtedness;
	•	have a $641,510,000 aggregate principal amount at maturity;
	•	accrue interest at 1.25% annually;
	•	will mature on November 6, 2022;
	•	were issued at a discount of $141.5 million; and
	•	are convertible under certain circumstances into 11.41 shares of Allergan’s common stock for each $1,000 principal amount at maturity.

	•	if the closing price of Allergan’s common stock exceeds certain levels;
	•	the credit ratings assigned to the Senior Notes are reduced below specified levels; or
	•	Allergan calls the Senior Notes for redemption, makes specified distributions to its stockholders or becomes a party to certain consolidation, merger or binding share exchange agreements.

	•	$829.51 per Senior Note on November 6, 2007;
	•	$882.84 per Senior Note on November 6, 2012; and
	•	$939.60 per Senior Note on November 6, 2017.

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	•	The committed credit facility allows for borrowings of up to $400 million through May 2009.
	•	The committed foreign line of credit allows for borrowings of up to three billion Japanese yen (approximately $26.4 million) through July 2006.
	•	The commercial paper program provides for up to $300 million in borrowings.
	•	The medium term note program allows Allergan to issue up to an additional $8.0 million in registered notes on a non-revolving basis.
	•	The debt shelf registration statement provides for up to $350 million in additional debt securities.
	•	Borrowings under the long-term credit facility and medium-term note program are subject to certain financial and operating covenants that include, among other provisions, maintaining minimum debt to capitalization ratios and a minimum consolidated net worth. Certain covenants also limit subsidiary debt and restrict dividend payments. Allergan is in compliance with these covenants.

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ARTICLE I THE OFFER							A-2
	Section  1.01.			The Offer			A-2
	Section  1.02.			Company Action			A-5
	Section  1.03.			Board of Directors and Committees; Section 14(f)			A-6
	Section  1.04.			Top-Up Option			A-7
	Section  1.05.			Short Form Merger			A-8
ARTICLE II THE MERGER							A-9
	Section  2.01.			The Merger			A-9
	Section  2.02.			Closing			A-9
	Section  2.03.			Effect of the Merger			A-9
	Section  2.04.			Certificate of Incorporation of the Surviving Corporation			A-9
	Section  2.05.			Bylaws of the Surviving Corporation			A-9
	Section  2.06.			Directors and Officers of the Surviving Corporation			A-9
ARTICLE III EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES							A-10
	Section  3.01.			Conversion of Securities			A-10
	Section  3.02.			Dissenting Stockholders			A-13
	Section  3.03.			Exchange of Certificates			A-13
	Section  3.04.			Stock Transfer Books			A-15
	Section  3.05.			Stock Options			A-15
	Section  3.06.			Employee Stock Purchase Plan			A-16
	Section  3.07.			Restricted Stock			A-17
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY							A-17
	Section  4.01.			Organization and Qualification			A-17
	Section  4.02.			Capitalization			A-17
	Section  4.03.			Subsidiaries			A-18
	Section  4.04.			Authority; Non-Contravention; Approvals			A-19
	Section  4.05.			Reports and Financial Statements			A-20
	Section  4.06.			Absence of Undisclosed Liabilities			A-21
	Section  4.07.			Litigation			A-21
	Section  4.08.			Absence of Certain Changes or Events			A-22
	Section  4.09.			Compliance with Applicable Law; Permits			A-22
	Section  4.10.			Company Material Contracts; Defaults			A-23
	Section  4.11.			Taxes			A-24
	Section  4.12.			Employee Benefit Plans; ERISA			A-25
	Section  4.13.			Labor and Other Employment Matters			A-27
	Section  4.14.			Environmental Matters			A-28
	Section  4.15.			Intellectual Property			A-28
	Section  4.16.			Real Property			A-31
	Section  4.17.			Regulatory Compliance			A-32
	Section  4.18.			Insurance			A-33
	Section  4.19.			Opinion of Financial Advisor			A-34

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	Section  4.20.			Brokers and Finders			A-34
	Section  4.21.			Foreign Corrupt Practices and International Trade Sanctions			A-34
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT							A-34
	Section  5.01.			Organization and Qualification			A-34
	Section  5.02.			Capitalization			A-34
	Section  5.03.			Subsidiaries			A-35
	Section  5.04.			Authority; Non-Contravention; Approvals			A-35
	Section  5.05.			Reports and Financial Statements			A-36
	Section  5.06.			Absence of Undisclosed Liabilities			A-37
	Section  5.07.			Litigation			A-37
	Section  5.08.			Absence of Certain Changes or Events			A-37
	Section  5.09.			Registration Statement, Etc			A-37
	Section  5.10.			Compliance with Applicable Law; Permits			A-37
	Section  5.11.			Environmental Matters			A-38
	Section  5.12.			Intellectual Property			A-38
	Section  5.13.			Regulatory Compliance			A-40
	Section  5.14.			Brokers and Finders			A-41
	Section  5.15.			Financing			A-41
	Section  5.16.			Interim Operations of Merger Sub			A-41
	Section  5.17.			Taxes			A-41
ARTICLE VI COVENANTS							A-42
	Section  6.01.			Conduct of Business by the Company Pending the Closing			A-42
	Section  6.02.			Conduct of Business by Parent Pending the Closing			A-44
	Section  6.03.			No Solicitation by the Company			A-45
	Section  6.04.			Access to Information; Confidentiality			A-47
	Section  6.05.			Employee Benefits			A-47
	Section  6.06.			Registration Statement; Offer Documents; Information Statement; Listing of Shares			A-48
	Section  6.07.			Section 16 Matters			A-50
	Section  6.08.			Public Announcements			A-50
	Section  6.09.			Expenses and Fees			A-50
	Section  6.10.			Agreement to Cooperate			A-52
	Section  6.11.			Directors’ and Officers’ Indemnification			A-53
	Section  6.12.			Rule 145			A-54
	Section  6.13.			Tax Free Reorganization			A-54
	Section  6.14.			Stockholder Litigation			A-55
	Section  6.15.			Control of Other Party’s Business			A-55
	Section  6.16.			Rights Agreements			A-55
	Section  6.17.			Financing; Guarantee of Parent			A-56
	Section  6.18.			Second Merger			A-56
	Section  6.19.			Further Assurances			A-56
ARTICLE VII CONDITIONS TO THE MERGER							A-56
	Section  7.01.			Conditions to the Obligations of Each Party			A-56

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ARTICLE VIII TERMINATION							A-57
	Section  8.01.			Termination			A-57
	Section  8.02.			Effect of Termination			A-58
ARTICLE IX MISCELLANEOUS							A-58
	Section  9.01.			Non-Survival of Representations and Warranties			A-58
	Section  9.02.			Notices			A-58
	Section  9.03.			Defined Terms			A-59
	Section  9.04.			Interpretation			A-67
	Section  9.05.			Miscellaneous			A-68
	Section  9.06.			Counterparts			A-68
	Section  9.07.			Amendments; Extensions			A-68
	Section  9.08.			Entire Agreement			A-68
	Section  9.09.			Severability			A-69
	Section  9.10.			Specific Performance			A-69
	Section  9.11.			Disclosure			A-69
EXHIBITS AND ANNEXES
EXHIBIT A—Form of Affiliate Letter
ANNEX A—Conditions to the Offer

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	(i) If the total number of Cash Elections would require aggregate cash payments in excess of the Maximum Cash Consideration, such Elections shall be subject to proration as follows. For each Cash Election, the number of Shares that shall be converted into the right to receive the Cash Consideration shall be (A) the total number of Shares subject to such Cash Election multiplied by (B) the Cash

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	Proration Factor, rounded down to the nearest Share. The “Cash Proration Factor” means a fraction (x) the numerator of which shall be the Maximum Cash Consideration and (y) the denominator of which shall be the product of the aggregate number of Shares subject to all Cash Elections made by all holders of Shares, multiplied by the Cash Consideration. All Shares subject to a Cash Election, other than Shares converted into the right to receive the Cash Consideration in accordance with this Section 1.01(d), shall be converted into the right to receive the Parent Stock Consideration. All prorations resulting from this Section 1.01(d) shall be applied on a pro rata basis, such that each Company stockholder who tenders Shares subject to a Cash Election bears its proportionate share of the proration, based on the percentage of the total Shares tendered subject to a Cash Election tendered by such Company stockholder.
	(ii) If the total number of Parent Stock Elections would require the issuance in the aggregate of a number of shares of Parent Stock in excess of the Maximum Parent Stock Consideration, such Elections shall be subject to proration as follows. For each Parent Stock Election, the number of Shares that shall be converted into the right to receive the Parent Stock Consideration shall be (i) the total number of Shares subject to such Parent Stock Election multiplied by (ii) the Parent Stock Proration Factor, rounded down to the nearest Share. The “Parent Stock Proration Factor” means a fraction (x) the numerator of which shall be the Maximum Parent Stock Consideration and (y) the denominator of which shall be the product of the aggregate number of Shares subject to all Parent Stock Elections made by all holders of Shares, multiplied by the Parent Stock Consideration. All Shares subject to a Parent Stock Election, other than that number converted into the right to receive the Parent Stock Consideration in accordance with this Section 1.01(d), shall be converted into the right to receive the Cash Consideration. All prorations resulting from this Section 1.01(d) shall be applied on a pro rata basis, such that each Company stockholder who tenders subject to a Parent Stock Election bears its proportionate share of the proration, based on the percentage of the total Shares tendered subject to a Parent Stock Election tendered by such Company stockholder.

	(i) If the Cash Elections exceed the Maximum Cash Consideration such that proration of Cash Elections occur, Shares validly tendered without a valid Election will be deemed tendered subject to a Parent Stock Election;
	(ii) If the Parent Stock Elections exceed the Maximum Parent Stock Consideration such that proration of Parent Stock Elections occurs, Shares validly tendered without a valid Election will be deemed tendered subject to a Cash Election; and
	(iii) If no proration occurs, Shares validly tendered without a valid Election will be deemed tendered in part subject to a Cash Election and in part subject to a Parent Stock Election to the extent of the Cash Consideration and Parent Stock Consideration remaining after taking into account the Cash Elections and Stock Elections made by those Company stockholders who affirmatively made Elections in the Offer. The remaining available Cash Consideration and Parent Stock Consideration will be allocated on a pro rata basis among the Shares tendered by those Company stockholders who validly tendered Shares but did not specify an Election, such that each such Share is exchanged for the same proportion of Cash Consideration and Parent Stock Consideration, based on the respective percentages of available Cash Consideration and Parent Stock Consideration remaining after taking into account the affirmative Elections of the tendering Company stockholders.

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	(i) shall, and Parent shall cause Merger Sub to, from time to time extend the Offer, in increments of no more than ten (10) Business Days each, if at the initial or any subsequent scheduled Expiration Date any of the conditions of the Offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived to the extent permitted by this Agreement;
	(ii) shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer; and
	(iii) may extend the Offer one time only for up to five (5) Business Days if less than 90% of the total Shares on a fully diluted basis have been validly tendered and not properly withdrawn at the otherwise scheduled Expiration Date.

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	(i) A “Top-Up Exercise Event” shall occur upon Merger Sub’s acceptance for payment pursuant to the Offer of Shares constituting, together with Shares owned directly or indirectly by Parent or any other Subsidiaries of Parent, at least 80 percent, but less than 90 percent, of the Shares then outstanding.
	(ii) The “Top-Up Termination Date” shall occur upon the earliest to occur of (A) the Effective Time, (B) the termination of this Agreement, (C) the date that is ten business days after the occurrence

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	of a Top-Up Exercise Event, unless the Top-Up Option has been previously exercised in accordance with the terms and conditions hereof and (D) the date that is ten business days after the Top-Up Notice Date unless the Top-Up Closing shall have previously occurred.

	THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

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	(i) Subject to this Article III, each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 3.01(a)(ii) and Dissenting Shares referred to in Section 3.02) shall be converted into the right to receive, at the election of the holder, (A) $84.00 in cash, without interest but subject to proration as described below (the “Cash Merger Consideration”) or (B) 0.8498 shares of Parent Stock (the “Stock Merger Consideration” and, together with the Cash Merger Consideration, the “Merger Consideration”), subject to proration as described below, payable upon the surrender of the Certificates (as defined in Section 3.03(b)). From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such Certificate in accordance with Section 3.03, the Merger Consideration pursuant to this Section 3.01(a), any cash paid in respect of fractional shares payable pursuant to Section 3.03(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.03(c), without interest.
	(ii) All Shares that are (A) held by the Company as treasury shares or (B) owned by Parent or any wholly-owned Subsidiary of Parent, in each case, immediately prior to the Effective Time, shall be cancelled and retired and shall cease to exist, and no cash, securities of Parent or other consideration shall be delivered in exchange therefor.
	(iii) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

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	(i) If the total number of Cash Merger Elections would require aggregate cash in excess of the Maximum Cash Merger Consideration, such Cash Merger Elections shall be subject to proration as follows. For each Cash Merger Election, the number of Shares that shall be converted into the right to receive the Cash Merger Consideration shall be (A) the total number of Shares subject to such Cash Merger Election, multiplied by (B) the Merger Cash Proration Factor, rounded down to the nearest Share. The “Merger Cash Proration Factor” means a fraction (x) the numerator of which shall be the Maximum Cash Merger Consideration and (y) the denominator of which shall be the product of the aggregate number of Shares subject to all Cash Merger Elections made by all holders of Shares, multiplied by the Cash Merger Consideration. All Shares subject to a Cash Merger Election, other than Shares converted into the right to receive the Cash Merger Consideration in accordance with this Section 3.01(c), shall be converted into the right to receive the Stock Merger Consideration. All prorations resulting from this Section 3.01(c) shall be applied on a pro rata basis, such that each Company stockholder who surrenders Shares subject to a Cash Merger Election bears its proportionate share of the proration, based on the percentage of the total Shares surrendered subject to a Cash Merger Election that are surrendered by such Company stockholder, and shall be further subject to subparagraph (g) below, if applicable.
	(ii) If the total number of Stock Merger Elections would require aggregate Stock Merger Consideration in excess of the Maximum Stock Merger Consideration, such Stock Merger Elections shall be subject to proration as follows. For each Stock Merger Election, the number of Shares that shall be converted into the right to receive the Stock Merger Consideration shall be (A) the total number of Shares subject to such Stock Merger Election multiplied by (B) the Merger Stock Proration Factor, rounded down to the nearest Share. The “Merger Stock Proration Factor” means a fraction (x) the numerator of which shall be the Maximum Stock Merger Consideration and (y) the denominator of which shall be the product of the aggregate number of Shares subject to all Stock Merger Elections made by all holders of Shares multiplied by the Stock Merger Consideration. All Shares subject to a Stock Merger Election, other than that number converted into the right to receive the Stock Merger Consideration in accordance with this Section 3.01(c), shall be converted into the right to receive the Cash Merger Consideration. All prorations resulting from this Section 3.01(c) shall be applied on a pro rata basis, such that each Company stockholder who surrendered Shares subject to a Stock Merger Election bears its proportionate share of the proration, based on the percentage of the total Shares surrendered subject to a Stock Merger Election that are surrendered by such Company stockholder, and shall be further subject to subparagraph (g) below, if applicable.

	(i) If the Cash Merger Elections exceed the Maximum Cash Merger Consideration such that proration of Cash Merger Elections occur, Shares validly tendered without a valid Merger Election will be deemed tendered subject to a Stock Merger Election;
	(ii) If the Stock Merger Elections exceed the Maximum Stock Merger Consideration such that proration of Stock Merger Elections occurs, Shares validly tendered without a valid Election will be deemed tendered subject to a Cash Merger Election; and
	(iii) If no proration occurs, Shares validly tendered without a valid Merger Election, and any Dissenting Share as to which the holder does not validly perfect, or later waives, withdraws or loses the right to appraisal and payment under the DGCL prior to the Election Deadline, will be deemed tendered in part subject to a Cash Merger Election and in part subject to a Stock Merger Election to the extent of the Cash Merger Consideration and Stock Merger Consideration remaining after taking into account the

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	Cash Merger Elections and Stock Merger Elections made by those Company stockholders who affirmatively made Merger Elections in connection with the Merger. The remaining available Cash Merger Consideration and Stock Merger Consideration will be allocated on a pro rata basis among the Shares tendered by those Company stockholders who validly tendered Shares but did not tender subject to a valid Merger Election, and any Dissenting Share as to which the holder does not validly perfect, or later waives, withdraws or loses the right to appraisal and payment under the DGCL prior to the Election Deadline, such that each such Share is exchanged for the same proportion of Cash Merger Consideration and Stock Merger Consideration, based on the respective percentages of available Cash Merger Consideration and Stock Merger Consideration remaining after taking into account the affirmative Merger Elections of the tendering Company stockholders.
	(iv) Any Dissenting Shares as to which the holder fails to perfect or later waives, withdraws or loses the right to appraisal and payment under the DGCL after the Election Deadline shall be deemed tendered subject to a Cash Merger Election, and will remain subject to proration to the same extent as if such holder surrendered such formerly Dissenting Shares promptly following the Effective Time subject to a valid Cash Merger Election.

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	(i) a payment in cash equal to (i) 45% of the Cash Merger Consideration, minus 45% of the per Share cash exercise price for such respective Shares under such Company Stock Options, multiplied by (ii) the aggregate number of Shares issuable upon exercise of such Company Stock Options; and
	(ii) a number of shares of Parent Stock equal to (i) 0.46739 multiplied by (ii) the number determined pursuant to the following formula:

			X = Y × (A-B	)
			A

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	(i) the Company and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice;
	(ii) there has not been any split, combination or reclassification of any of the Company’s capital stock or any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, in lieu of, or in substitution for, shares of the Company’s capital stock;
	(iii) except as required by a change in GAAP, there has not been any change in accounting methods, principles or practices by the Company materially affecting the consolidated financial position or results of operations of the Company;
	(iv) the Company and its Subsidiaries have not made any material Tax election or settled or compromised any material Tax liability or refund, other than Tax elections required by Law, or changed any annual Tax accounting period or method of Tax accounting, filed any material amendment to a Tax Return, entered into any closing agreement relating to any material Tax, surrendered any right to claim a material Tax refund, or consented to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; and
	(v) no action has been taken by the Company or its Subsidiaries to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Company Benefit Plan or Company Stock Option.

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	(i) furnish information to the Company Potential Acquiror; provided that (A) prior to furnishing any such information, the Company receives from the Company Potential Acquiror an executed confidentiality agreement (a “Competing Confidentiality Agreement”) containing terms at least as restrictive as the terms contained in the Confidentiality Agreement dated November 16, 2005 between Parent and the Company (the “Confidentiality Agreement”), and (B) contemporaneously with furnishing any such nonpublic information to the Company Potential Acquiror, the Company furnishes such nonpublic information to Parent (or, with respect to any such nonpublic information that has previously been furnished to Parent or its Representatives, a list identifying such nonpublic information delivered to Parent and its Representatives); and
	(ii) participate or engage in discussions or negotiations with the Company Potential Acquiror with respect to such Company Acquisition Proposal.

	(w) The Company Board shall have determined in good faith, after consultation with outside legal counsel, that failure to take such action would reasonably be likely to constitute a violation of its fiduciary duties under applicable Law;
	(x) The Company Board has notified Parent in writing of the determination described in clause (w) above; and
	(y) in the case of any such actions taken in connection with a Company Acquisition Proposal, at least five (5) Business Days following receipt by Parent of the notice required pursuant to clause (x) above, and taking into account any revised proposal made by Parent pursuant to subpara-

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	graph (d) above since receipt of such notice, the Company Board maintains its determination described in clause (w) above.

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(i) If (A) after the date of this Agreement and prior to the consummation of the Offer, any Person publicly announces a Company Acquisition Proposal which has not been expressly and bona fide publicly withdrawn, (B) this Agreement is terminated (x) by either the Company or Parent pursuant to Section 8.01(b)(i) and at the time of termination the condition specified in paragraph (d)(ii) of Annex A is satisfied and the conditions specified in (a)(ii) or (b) on Annex A have not been satisfied, or (y) by Parent pursuant to 8.01(c) as a result of a breach of a covenant or other affirmative obligation and (C) within 12 months after the date of termination of this Agreement, the Company enters into a definitive agreement with respect to a Company Acquisition Transaction or consummates a Company Acquisition Transaction, then the Company shall pay to Parent by wire transfer of same-day funds $100,000,000 (the “Company Termination Fee”) less amounts previously paid pursuant to clause (iii) below, at the earlier of the date the Company enters into a definitive agreement providing for a Company Acquisition Transaction and the date of consummation of such the Company Acquisition Transaction. Solely for the purposes of this Section 6.09(b)(i), the term “Company Acquisition Transaction” shall have the meaning assigned to such term in Section 9.03(a), except that all references to “15%” or “85%” shall be changed to “50%”.

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	(ii) If Parent terminates this Agreement pursuant to Section 8.01(e), the Company shall pay Parent the Company Termination Fee within two (2) Business Days following termination by wire transfer of same-day funds to an account specified in writing by Parent.
	(iii) If Parent terminates this Agreement pursuant to Section 8.01(c), then the Company shall pay Parent $10,000,000 within two (2) Business Days following termination by wire transfer of same-day funds to an account specified in writing by Parent; provided, however, that Parent shall not be entitled to such fee if, at the time of termination, the Company would be entitled to terminate this Agreement pursuant to Section 8.01(d).
	(iv) If the Company terminates this Agreement pursuant to Section 8.01(f), then the Company shall pay Parent the Company Termination Fee concurrently with such termination by wire transfer of same-day funds to an account specified in writing by Parent.

	(i) If the Company terminates this Agreement pursuant to Section 8.01(d), then Parent shall pay the Company $10,000,000 within two (2) Business Days following termination by wire transfer of same-day funds to an account specified in writing by the Company; provided, however, that the Company shall not be entitled to such fee if, at the time of termination, Parent would be entitled to terminate this Agreement pursuant to Section 8.01(c).
	(ii) If the Company has been required to pay Medicis the $90,000,000 termination fee under the Medicis Agreement, and (A) if the Company terminates this Agreement pursuant to Section 8.01(d) and the Offer is not consummated or (B) the Offer is not consummated on or prior to the Termination Date and the conditions set forth in paragraph (c) in Annex A have not been satisfied (unless the conditions in paragraph (c) of Annex A are not satisfied because the Company has been unable to divest the Reloxin Assets as contemplated herein) (the events in clauses (A) and (B), each a “Parent Fee Triggering Event”); then Parent shall pay the Company $90,000,000 (the “Parent Termination Fee”), in addition to any amounts payable under Section 6.09(c)(i), within two (2) Business Days following the date of termination by wire transfer of same-day funds to an account specified in writing by the Company.

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	(i) if the Offer has not been consummated on or before February 28, 2006 (such date, as it may be extended under clause (A) of this paragraph, the “Termination Date”); provided, however, that (A) the Termination Date may be extended by either party (by written notice thereof to the other party), until March 30, 2006, if all other conditions to consummation of the Offer are satisfied or capable of then being satisfied and the sole reason that the Offer has not been consummated by such date is that the Antitrust Conditions set forth in paragraph (c) of Annex A have not been satisfied and Parent or the Company are still attempting to obtain such necessary consents and approvals under Antitrust Laws or are contesting the refusal of the relevant Governmental Entity to give such consents or approvals or the entry of any such judgment, injunction, order or decree by a Governmental Entity or through other applicable proceedings, and (B) the right to terminate this Agreement pursuant to this Section 8.01(b)(i) shall not be available to any party whose breach of any provision of this Agreement has been the cause of or resulted in the failure of the Offer to be consummated by the Termination Date; or
	(ii) if any Governmental Entity shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the consummation of the Offer or the Merger and such order, decree, ruling or other action is or shall have become final and nonappealable, provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(b)(ii) shall not be available to any party whose breach of any provision of this Agreement has been the cause of or resulted in such order, decree, ruling or other action.

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	If to Parent or Merger Sub, to:
	Allergan, Inc.
	2525 Dupont Drive
	Irvine, California 92612
	Attention: Douglas Ingram
	Facsimile: (714) 246-6987
	E-mail: ingram doug@allergan.com
	with copies to:
	Gibson, Dunn & Crutcher LLP
	333 South Grand Avenue
	Los Angeles, California 90071
	Attention: Andrew E. Bogen, Esq.
	Facsimile: (213) 229-7520
	E-mail: ABogen@gibsondunn.com
	If to the Company, to:
	Inamed Corporation
	5540 Ekwill Street
	Santa Barbara, California 93111-2936
	Attention: Joseph A. Newcomb
	Facsimile: (805) 692-5409
	E-mail: joseph.newcomb@inamed.com
	with copies to:
	Morrison & Foerster LLP
	12531 High Bluff Drive, Suite 100
	San Diego, California 92130-2332
	Attention: Scott M. Stanton
	Facsimile: (858) 720-5125
	E-mail:sstanton@mofo.com

	Section 9.03.     Defined Terms.

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Term		Reference
1999 Option Plan		Section 3.05(a)
2000 Option Plan		Section 3.05(a)
Agreement		Preamble
Antitrust Laws		Section 6.10(b)
Cash Consideration		Section 1.01(a)
Cash Merger Consideration		Section 3.01(a)(i)(A)
Cash Merger Election		Section 3.01(b)
Cash Proration Factor		Section 1.01(d)(i)
Certificate		Section 3.03(b)
Certificate of Merger		Section 2.02
Closing		Section 2.02
Closing Date		Section 2.02
Code		Recitals
Company		Preamble
Company 10-K		Section 4.06
Company Benefit Plans		Section 4.12(a)
Company Board		Recitals
Company Change of Recommendation		Section 6.03(e)
Company Disclosure Letter		Article IV Preamble
Company ESPP		Section 3.06
Company Financial Advisor		Section 4.19
Company Leases		Section 4.16(b)
Company Material Contracts		Section 4.10(a)
Company Material Leased Real Property		Section 4.16(b)
Company Material Licenses		Section 4.15(b)
Company Owned Real Property		Section 4.16(a)
Company Permits		Section 4.9(a)
Company Potential Acquiror		Section 6.03(b)
Company Preferred Stock		Section 4.02(a)
Company Purchase Rights		Section 4.02(a)
Company Qualified Plans		Section 4.12(d)
Company Required Statutory Approvals		Section 4.04(d)
Company Rights		Section 3.01(f)
Company Rights Agreement		Section 3.01(f)
Company SEC Documents		Section 4.05(a)
Company Stock Options		Section 3.05(b)
Company Stockholder Approval		Section 4.04(a)
Company Superior Proposal Notice		Section 6.03(b)
Company Termination Fee		Section 6.9(b)(ii)
Competing Confidentiality Agreement		Section 6.03(b)(i)
Confidentiality Agreement		Section 6.03(b)(i)

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Term		Reference
Conversion Options		Section 3.05(b)
Convertible Notes		Section 5.02(a)
Defaulting Party		Section 6.9(d)
DGCL		Recitals
Dissenting Shares		Section 3.02
Effective Time		Section 2.02
Election		Section 1.01(c)
Exchange Agent		Section 3.03(a)
Exchange Fund		Section 3.03(a)
Exchange Options		Section 3.05(a)
Expiration		Section 1.01(h)
Expiration Date		Section 1.01(h)
FCPA		Section 4.21
Financing		Section 6.17(a)
Form of Merger Election		Section 3.01(b)
Former Company Superior Proposal		Section 6.03(d)
Information Statement		Section 4.09(a)
Investigation		Section 6.04(d)
Maximum Cash Consideration		Section 1.01(d)
Maximum Cash Merger Consideration		Section 3.01(c)
Maximum Parent Stock Consideration		Section 1.01(d)
Maximum Premium		Section 6.11(b)
Maximum Stock Merger Consideration		Section 3.01(c)
Medicis		Recitals
Medicis Agreement		Recitals
Merger		Recitals
Merger Cash Proration Factor		Section 3.01(c)(i)
Merger Consideration		Section 3.01(a)(i)(B)
Merger Election		Section 3.01(b)
Merger Stock Proration Factor		Section 3.01(c)(ii)
Merger Sub		Preamble
Minimum Condition		Section 1.01(b)
Non-Stock Consideration		3.01(g)
Offer		Recitals
Offer Documents		Section 1.01(i)
Parent		Preamble
Parent 10-K		Section 5.06
Parent 10-Q		Section 5.06
Parent Board		Recitals
Parent Stock		Section 1.01(a)
Parent Disclosure Letter		Article V Preamble
Parent Financial Advisor		Section 5.20
Parent Leases		Section 5.17(b)
Parent Material Leased Real Property		Section 5.17(b)

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Term		Reference
Parent Material Licenses		Section 5.16(b)
Parent Permits		Section 5.10(a)
Parent Preferred Stock		Section 5.02(a)
Parent Required Statutory Approvals		Section 5.04(d)
Parent Rights		Section 3.01(f)
Parent Rights Agreement		Section 3.01(f)
Parent SEC Documents		Section 5.05(a)
Parent Stock Election		Section 1.01(c)
Parent Stock Proration Factor		Section 1.01(d)(ii)
Parent Termination Fee		Section 5.10(c)(ii)
Patent Litigations		Section 5.18
Program		Section 4.18(h)
Prospectus		Section 1.01(i)
Registration Statement		Section 1.01(i)
Representatives		Section 6.03(a)
Repurchase Rights		Section 3.07
Rights Plan Amendment		Section 1.02(a)
Schedule 14D-9		Section 1.02(b)
Schedule TO		Section 1.01(i)
Second Merger		Recitals
Section 16		Section 5.08
Shares		Recitals
Stock Merger Consideration		Section 3.01(a)(i)(B)
Stock Merger Election		Section 3.01(b)
Surviving Corporation		Section 2.01
Termination Date		Section 8.01(b)(i)
Testing Price		Section 3.01(g)
Top-Up Closing		Section 1.04
Top-Up Exercise Event		Section 1.04(b)(i)
Top-Up Exercise Notice		Section 1.04(c)
Top-Up Notice Date		Section 1.04(c)
Top-Up Option		Section 1.04a)
Top-Up Option Shares		Section 1.04(a)
Transferred Employees		Section 6.05(a)
Transferred Employee Plans		Section 6.05(a)
Unit		Section 3.05(b)
Value of Stock Consideration		3.01(g)
Valuation Date		3.01(g)

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	ALLERGAN, INC.

	By:	/s/ Douglas S. Ingram

	Name: Douglas S. Ingram

	Title:	Executive Vice President, General Counsel and Secretary

	BANNER ACQUISITION, INC.

	By:	/s/ Douglas S. Ingram

	Name: Douglas S. Ingram

	Title:	Secretary

	INAMED CORPORATION

	By:	/s/ Nicholas L. Teti

	Name: Nicholas L. Teti

	Title:	Chairman, President and Chief Executive Officer

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	(i) the shares of Parent Stock to be issued to Company stockholders in the Offer and the proposed Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance;
	(ii) the Registration Statement shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued and not withdrawn nor shall there be any proceedings for that purpose pending before the SEC, and Parent shall have received all material state securities law or blue sky authorizations;

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	(iii) no temporary restraining order, preliminary or permanent injunction or other order or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the completion of the Offer, the Merger or the Second Merger shall be in effect; and no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any court, administrative agency or commission or other Governmental Entity that prohibits or makes illegal the completion of the Offer, the Merger or the Second Merger;
	(iv) no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any court, administrative agency or commission or other Governmental Entity that materially restricts the completion of the Offer, the Merger or the Second Merger, other than any license, divestment, disposition of or holding separate of (A) the Reloxin Assets, including the Company’s distribution rights and all related rights to the Reloxin/ Dysport products in all markets and (B) such other assets and businesses as do not constitute material assets or businesses of Parent or the Company or their respective Subsidiaries, all as and to the extent required pursuant to Section 6.10(b)(iii) of the Merger Agreement;
	(v) there shall not be pending any suit, action or proceeding by any Governmental Entity:

	(A) seeking to prohibit the completion of the Offer;
	(B) seeking to prohibit the ownership or operation by the Company or Parent or any of their respective Subsidiaries of any material business or assets of the Company or Parent (other than such prohibitions or restrictions contemplated by Section 6.10(b)(iii) of the Merger Agreement); or
	(C) seeking to prohibit Parent from effectively controlling in any material respect the business or operations of the Company (other than such prohibitions or restrictions contemplated by Section 6.10(b)(iii) of the Merger Agreement); or

	(vi) since the date of the Merger Agreement, there shall not have been any state of facts, events, changes, effects, developments, conditions or occurrences that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

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								Present Principal Occupation and
Name/Age				Title				Five-Year Employment History
	David E.I. Pyott 52			Chairman of the Board, President and Chief Executive Officer				Mr. Pyott became President and Chief Executive Officer of Allergan in January 1998 and in 2001 became the Chairman of the Board. Mr. Pyott is also a member of the Board of Directors of Avery-Dennison Corporation, Edwards Lifesciences Corporation, Pacific Mutual Holding Company, the ultimate parent company of Pacific Life, and Pacific LifeCorp, the parent stockholding company of Pacific Life. Mr. Pyott serves on the Board and the Executive Committee of the California Healthcare Institute, the Board of Directors of the Biotechnology Industry Organization (BIO) and the Directors’ Board of the University of California (Irvine) Graduate School of Management. Mr. Pyott also serves as a member of the Board of the Pan-American Ophthalmological Foundation; the International Council of Ophthalmology Foundation, the Cosmetic Surgery Foundation and the Foundation of the American Academy of Ophthalmology Advisory Board of Directors.
	F. Michael Ball 50			Executive Vice President and President, Pharmaceuticals				Mr. Ball has been Executive Vice President and President, Pharmaceuticals since October 2003. Prior to that, Mr. Ball was Corporate Vice President and President, North America Region and Global Eye Rx Business since May 1998. Mr. Ball serves on the Board of Directors of SimpleTech, Inc.

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								Present Principal Occupation and
Name/Age				Title				Five-Year Employment History
	James F. Barlow 47			Senior Vice President, Corporate Controller				Mr. Barlow has been Senior Vice President, Corporate Controller since April 2005. Prior to that Mr. Barlow served as Vice President, Corporate Controller since 2002. Mr. Barlow joined Allergan in January 2002 as Vice President, Corporate Controller. Prior to joining Allergan, Mr. Barlow served as Chief Financial Officer of Wynn Oil Company, a division of Parker Hannifin Corporation. Prior to Wynn Oil Company, Mr. Barlow was Treasurer and Controller at Wynn’s International, Inc. from July 1990 to September 2000.
	Jeffrey L. Edwards 45			Executive Vice President, Finance and Business Development, Chief Financial Officer				Mr. Edwards became Executive Vice President, Finance and Business Development, Chief Financial Officer in August 2005. Mr. Edwards joined Allergan in 1993. Since March 2003, Mr. Edwards served as Corporate Vice President, Corporate Development and previously served as Senior Vice President Treasury, Tax, and Investor Relations. Prior to joining Allergan, Mr. Edwards was with Banque Paribas and Security Pacific National Bank, where he held various senior level positions in the credit and business development functions. Mr. Edwards completed the Advanced Management Program at the Harvard Business School and received a Bachelor of Arts degree in Sociology from Muhlenberg College.
	Douglas S. Ingram,  Esq. 43			Executive Vice President, General Counsel and Secretary				Mr. Ingram has been Executive Vice President, General Counsel and Secretary, as well as Allergan’s Chief Ethics Officer, since October 2003 and currently manages the Global Legal Affairs organization, the Regulatory Affairs organization, Compliance and Internal Audit, Corporate Communications and Global Trade Compliance. Prior to that, Mr. Ingram served as Corporate Vice President, General Counsel and Secretary, as well as Allergan’s Chief Ethics Officer, since July 2001. Prior thereto he was Senior Vice President and General Counsel of Allergan since January 2001, and its Assistant Secretary since November 1998. Mr. Ingram is a member of the Board of Directors of Volcom, Inc. and ECC Capital Corporation, the parent company of Encore Credit Corporation.
	Scott M. Whitcup,  M.D. 46			Executive Vice President, Research & Development				Dr. Whitcup has been Executive Vice President, Research and Development since July 2004. Dr. Whitcup joined Allergan in January 2000 as Vice President, Development, Ophthalmology. In January 2004, Dr. Whitcup became Allergan’s Senior Vice President, Development, Ophthalmology. Dr. Whitcup is a faculty member at the Jules Stein Eye Institute/ David Geffen School of Medicine at UCLA. Dr. Whitcup is a member of the Board of Directors of Avanir Pharmaceuticals.

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								Present Principal Occupation and
Name/Age				Title				Five-Year Employment History
	Roy J. Wilson 49			Executive Vice President, Human Resources and Information Technology				Mr. Wilson has served as Executive Vice President of Human Resources and Information Technology since August 2005. Mr. Wilson joined Allergan in April 2004 as Executive Vice President Human Resources. Prior to joining Allergan, Mr. Wilson held positions with Texas Instruments, Schlumberger Ltd. and Pearle Vision, where he served as the Senior Vice President and Chief Administrative Officer, Compaq Computer, as Vice President of Human Resources and Senior Vice President of Human Resources and Administration at BMC Software.
	Herbert W. Boyer, Ph.D 69				Vice Chairman of the Board			Dr. Boyer is a founder of Genentech, Inc., a biotechnology company, and has been a director of Genentech since 1976. Dr. Boyer, a Professor of Biochemistry at the University of California at San Francisco from 1976 to 1991, received the 1993 Helmut Horten Research Award. He also received the National Medal of Science from President George H. W. Bush in 1990, the National Medal of Technology in 1989 and the Albert Lasker Basic Medical Research Award in 1980. He is an elected member of the National Academy of Sciences and a Fellow in the American Academy of Arts and Sciences. Dr. Boyer serves on the Board of the Scripps Research Institute. Dr. Boyer was elected Vice Chairman of the Board of Directors in 2001, served as Chairman of the Board of Directors from 1998 to 2001, and has been a Board member since 1994. He is a member of the Board of Directors’ Corporate Governance Committee and the Board of Directors’ Science and Technology Committee.
	Handel E. Evans 71				Director			Mr. Evans is the former Chairman of Equity Growth Research Ltd., a company providing financial services principally to health care companies in Europe that was acquired by Libertas Capital in 2004, and is now the Senior Advisor on global healthcare to the Libertas Capital Group plc. Mr. Evans is a director of Cambridge Laboratories Ltd. and is Chairman of the British Urological Foundation Board of Trustees. Mr. Evans has been a member of the Board of Directors since 1989, is Chairman of the Board of Directors’ Corporate Governance Committee and is a member of the Board of Directors’ Organization and Compensation Committee.

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								Present Principal Occupation and
Name/Age				Title				Five-Year Employment History
	Michael R. Gallagher 59				Director			Mr. Gallagher was Chief Executive Officer and a Director of Playtex Products, Inc., a personal care and consumer products manufacturer, from July 1995 until his retirement in 2004. Mr. Gallagher is a member of the Board of Advisors of the Haas School of Business, UC Berkeley and the Board of Trustees of St. Luke’s School. Mr. Gallagher was elected to the Board of Directors in 1998 and is a member of the Board of Directors’ Audit and Finance Committee and the Board of Directors’ Organization and Compensation Committee.
	Gavin S. Herbert 73				Director and Chairman Emeritus			Mr. Herbert is founder of Allergan and has served as Chairman Emeritus since 1996. He had been Chairman since 1977 and was also Chief Executive Officer from 1977 to 1991. Prior thereto, Mr. Herbert had been President and Chief Executive Officer of Allergan since 1961. He is Chairman and Founder of Regenesis Bioremediation Products, formed in 1994. Mr. Herbert is a life trustee of the University of Southern California, Chairman of Roger’s Gardens and Vice Chairman of the Beckman Foundation. Mr. Herbert is also a director of Research to Prevent Blindness and the Doheny Eye Institute. Mr. Herbert also serves on the Boards of The Richard Nixon Library and Birthplace Foundation, the Advisory Board for the Foundation of the American Academy of Ophthalmology, and the CEO Roundtable on Cancer. In 1994, Mr. Herbert retired as an employee of Allergan. He has been a director since 1950 and is a member of the Board of Directors’ Science & Technology Committee.
	Robert A. Ingram 62				Director			Mr. Ingram is Vice Chairman Pharmaceuticals of GlaxoSmithKline plc, a corporation involved in the research, development, manufacturing and sale of pharmaceuticals. Mr. Ingram was the Chief Operating Officer and President, Pharmaceutical Operations of GlaxoSmithKline plc from January 2001 until his retirement in January 2003. Prior to that, he was Chief Executive Officer of Glaxo Wellcome plc from October 1997 to December 2000 and Chairman of Glaxo Wellcome Inc., Glaxo Wellcome plc’s United States subsidiary, from January 1999 to December 2000. Mr. Ingram is also Chairman of the Board of OSI Pharmaceuticals, Inc., a biotechnology company, and a director of Edwards Lifesciences Corporation, Lowe’s Companies, Inc., Nortel Networks, Valeant Pharmaceuticals International, and Wachovia Corporation. In addition, he is Chairman of the American Cancer Society Foundation and the CEO Roundtable on Cancer. Mr. Ingram was appointed to the Board of Directors effective January 2005 and is a member of the Board of Directors’ Corporate Governance Committee and the Board of Directors’ Science & Technology Committee.

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								Present Principal Occupation and
Name/Age				Title				Five-Year Employment History
	Trevor M. Jones 63				Director			Prof. Jones served as the Director General of the Association of the British Pharmaceutical Industry (ABPI), an association representing the interests of approximately 100 British and international pharmaceutical companies, from 1994 to 2004. Prof. Jones is currently Vice Chairman of Council at King’s College, London. Furthermore, he was recognized in the Queen’s Honors List and holds the title of a Commander of the British Empire. He is also a fellow of the Royal Society of Chemistry, a fellow of The Royal Pharmaceutical Society, and an honorary fellow of the Faculty of Pharmaceutical Medicine of the Royal College of Physicians. Prof. Jones is Chairman of the Board of Directors of ReNeuron Limited and a Board member of Merlin Biosciences’ Funds I and II and NextPharma Technologies Holdings Ltd. Prof. Jones is a founder and Board member of the Geneva-based public-private partnership, Medicines for Malaria Venture. Prof. Jones was appointed to the Board of Directors in 2004. Prof. Jones is a member of the Board of Directors’ Corporate Governance Committee and the Board of Directors’ Science and Technology Committee.
	Louis J. Lavigne,  Jr. 57				Director			Mr. Lavigne joined the Board in July 2005. Mr. Lavigne was Executive Vice President and Chief Financial Officer of Genentech, Inc. from March 1997 through his retirement in March 2005. Mr. Lavigne joined Genentech in July 1982, was named controller in 1983, and, in 1986, was promoted to vice president and assumed the position of chief financial officer in September of 1988. Mr. Lavigne was named senior vice president in 1994 and was promoted to executive vice president in 1997. Prior to joining Genentech, he held various financial management positions with Pennwalt Corporation, a pharmaceutical and chemical company. Mr. Lavigne also serves on the boards of Equinix, Inc., Arena Pharmaceuticals, Inc., BMC Software, Inc., Kyphon Inc. and LifeMasters Supported SelfCare, Inc. Mr. Lavigne is a member of the Board of Directors’ Audit and Finance Committee and the Board of Directors’ Science and Technology Committee.

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								Present Principal Occupation and
Name/Age				Title				Five-Year Employment History
	Russell T. Ray 58				Director			Mr. Ray is a Managing Partner of HLM Venture Partners, a private equity firm that provides venture capital to health care information technology, health care services and medical technology companies. Mr. Ray was Founder, Managing Director and President of Chesapeake Strategic Advisors, a firm specializing in providing advisory services to health care and life sciences companies, from 2002 to 2003. From 1999 to 2002, Mr. Ray was the Global Co-Head of the Credit Suisse First Boston Health Care Investment Banking Group, where he focused on providing strategic and financial advice to life sciences, health care services and medical device companies. Mr. Ray is a Director of Pondaray Enterprises, Inc., and The Friends School of Baltimore. Mr. Ray was elected to the Board of Directors in 2003 is Chairperson of the Board of Directors’ Audit and Finance Committee and is a member of the Board of Directors’ Organization and Compensation Committee.
	Stephen J. Ryan,  M.D. 65				Director			Dr. Ryan is President of the Doheny Eye Institute and the Grace and Emery Beardsley Professor of Ophthalmology at the University of Southern California’s Keck School of Medicine. Dr. Ryan had been Dean of the Keck School of Medicine and Senior Vice President for Medical Care of the University of Southern California since 1991 until his retirement in June 2004. Dr. Ryan is a Member of the Institute of Medicine of the National Academy of Sciences and is a member and past president of numerous ophthalmologic organizations such as the Association of University Professors of Ophthalmology and the Macula Society. Dr. Ryan is the founding President of the Alliance for Eye and Vision Research. Dr. Ryan was appointed to the Board of Directors in September 2002 and is a member of the Board of Directors’ Audit and Finance Committee and Chairman of the Board of Directors’ Science & Technology Committee.

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								Present Principal Occupation and
Name/Age				Title				Five-Year Employment History
	Leonard D. Schaeffer 60				Director			Mr. Schaeffer has, since November 2004, served as Chairman of the Board of WellPoint, Inc., an insurance organization created by the combination of WellPoint Health Networks Inc. and Anthem, Inc., which owns Blue Cross of California, Blue Cross and Blue Shield of Georgia, Blue Cross and Blue Shield of Missouri, Blue Cross and Blue Shield of Wisconsin, Anthem Life Insurance Company, HealthLink and UniCare. From 1992 until November 2004, Mr. Schaeffer served as Chairman of the Board and Chief Executive Officer of WellPoint Health Networks Inc. He is a member of the Board of Directors of Amgen, Inc., the Chairman of the Board of the National Institute for Health Care Management and a member of the Institute of Medicine. Mr. Schaeffer was elected to the Board of Directors in 1993 and is the Chairman of the Board of Directors’ Organization and Compensation Committee and a member of the Board of Directors’ Corporate Governance Committee.

								Present Principal Occupation and
Name/Age				Title				Five-Year Employment History
	Jeffrey L. Edwards 45				Director and President			See discussion above.
	Douglas S. Ingram,  Esq. 43				Director and Secretary			See discussion above.

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Direct Dial (213) 229-7000		Client No. C 01012-00545
Fax (213) 229-7520

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	(a) the Offer, Inamed Merger, and the Post-Closing Merger will be treated as a single integrated transaction that qualifies as a reorganization under section 368(a) of the Internal Revenue Code (the “Code”).
	(b) the discussion in the Registration Statement, under the caption “Material U.S. States Federal Income Tax Consequences,” to the extent it constitutes descriptions of legal matters or legal conclusions, is accurate in all material respects.

	Very truly yours,
	/s/ GIBSON, DUNN & CRUTCHER LLP

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	(1)     prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder, or
	(2)     upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or
	(3)     At or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.

	(1)     the corporation’s original certificate of incorporation contains a provision expressly electing not to be governed by this section;
	(2)     the corporation, by action of its board of directors, adopts an amendment to its bylaws within 90 days of the effective date of this section, expressly electing not to be governed by this section, which amendment shall not be further amended by the board of directors.
	(3)     the corporation, by action of its stockholders, adopts an amendment to its certificate of incorporation or bylaws expressly electing not to be governed by this section, provided that, in addition to any other vote required by law, such amendment to the certificate of incorporation or bylaws must be approved by the affirmative vote of a majority of the shares entitled to vote. An amendment adopted pursuant to this paragraph shall be effective immediately in the case of a corporation that both (i) has never had a class of voting stock that falls within any of the three categories set out in subsection (b)(4) hereof, and (ii) has not elected by a provision in its original certificate of incorporation or any amendment thereto to be governed by this section. In all other cases, an amendment adopted pursuant to this paragraph shall not be effective until 12 months after the adoption of such amendment and shall not apply to any business combination between such corporation and any person who became an interested stockholder of such corporation on or prior to such adoption. A bylaw amendment adopted pursuant to this paragraph shall not be further amended by the board of directors;
	(4)     the corporation does not have a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on The NASDAQ Stock Market or (iii) held of record by more than 2,000 stockholders, unless any of the foregoing results from action taken, directly or indirectly, by an interested stockholder or from a transaction in which a person becomes an interested stockholder;
	(5)     a stockholder becomes an interested stockholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that the stockholder ceases to be an interested stockholder and (ii) would not, at any time within the 3 year period immediately prior to a business combination between the corporation and such stockholder, have been an interested stockholder but for the inadvertent acquisition of ownership;
	(6)     the business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required hereunder of a proposed transaction which (i) constitutes one of the transactions described in the second sentence of this

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	paragraph; (ii) is with or by a person who either was not an interested stockholder during the previous 3 years or who became an interested stockholder with the approval of the corporation’s board of directors or during the period described in paragraph (7) of this subsection (b); and (iii) is approved or not opposed by a majority of the members of the board of directors then in office (but not less than 1) who were directors prior to any person becoming an interested stockholder during the previous 3 years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to (x) a merger or consolidation of the corporation (except for a merger in respect of which, pursuant to section 251 (f) of the chapter, no vote of the stockholders of the corporation is required); (y) a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of the corporation or of any direct or indirect majority-owned subsidiary of the corporation (other than to any direct or indirect wholly-owned subsidiary or to the corporation) having an aggregate market value equal to 50% or more of either that aggregate market value of all of the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation; or (z) a proposed tender or exchange offer for 50% or more of the outstanding voting stock of the corporation. The corporation shall give not less then 20 days notice to all interested stockholders prior to the consummation of any of the transactions described in clauses (x) or (y) of the second sentence of this paragraph; or
	(7)     The business combination is with an interested stockholder who became an interested stockholder at a time when the restrictions contained in this section did not apply by reason of any paragraphs (1) through (4) of this subsection (b), provided, however, that this paragraph (7) shall not apply if, at the time such interested stockholder became an interested stockholder, the corporation’s certificate of incorporation contained a provision authorized by the last sentence of this subsection (b). Notwithstanding paragraphs (1), (2), (3) and (4) of this subsection, a corporation may elect by a provision of its original certificate of incorporation or any amendment thereto to be governed by this section; provided that any such amendment to the certificate of incorporation shall not apply to restrict a business combination between the corporation and an interested stockholder of the corporation if the interested stockholder became such prior to the effective date of the amendment.

	(1)     “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.
	(2)     “associate,” when used to indicate a relationship with any person, means (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock, (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.
	(3)     “business combination,” when used in reference to any corporation and any interested stockholder of such corporation, means:

	(i)     any merger or consolidation of the corporation or any direct or indirect majority-owned subsidiary of the corporation with (A) the interested stockholder, or (B) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation subsection (a) of this section is not applicable to the surviving entity;
	(ii)     any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of such corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the corporation or of any direct or indirect majority-owned subsidiary of the corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the

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	assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation;
	(iii)     any transaction which results in the issuance or transfer by the corporation or by any direct or indirect majority-owned subsidiary of the corporation of any stock of the corporation or of such subsidiary to the interested stockholder, except (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of such corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such, (B) pursuant to a merger under Section 251(g) of this title; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of such corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of such corporation subsequent to the time the interested stockholder became such, (D) pursuant to an exchange offer by the corporation to purchase stock made on the same terms to all holders of said stock, or (E) any issuance or transfer of stock by the corporation, provided however, that in no case under (C)-(E) above shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the corporation or of the voting stock of the corporation;
	(iv)     any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or
	(v)     any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of such corporation) of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subparagraphs (i)-(iv) above) provided by or through the corporation or any direct or indirect majority owned subsidiary.

	(4)     “control,” including the term “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.
	(5)     “interested stockholder” means any person (other than the corporation and any direct or indirect majority-owned subsidiary of the corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the corporation, or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and the affiliates and associates of such person; provided, however, that the term “interested stockholder” shall not include (x) any person who (A) owned shares in excess of the 15% limitation set forth herein as of, or acquired such shares pursuant to a tender offer commenced prior to, December 23, 1987, or pursuant to an exchange offer announced prior to the aforesaid date and commenced within 90 days thereafter and either (I) continued to own shares in excess of such 15% limitation or would have but for action by the corporation or (II) is an affiliate or associate of the corporation and so continued (or so would have continued but for action by the corporation) to be the owner of 15% or more of the outstanding voting stock of the corporation at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such a person is an

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	interested stockholder or (B) acquired said shares from a person described in (A) above by gift, inheritance or in a transaction in which no consideration was exchanged; or (y) any person whose ownership of shares in excess of the 15% limitation set forth herein in the result of action taken solely by the corporation provided that such person shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of paragraph (8) of this subsection but shall not include any other unissued stock of such corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
	(6)     “person” means any individual, corporation, partnership, unincorporated association or other entity.
	(7)     “Stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.
	(8)     “Voting stock” means, with respect to any corporation, stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity.
	(9)     “owner” including the terms “own” and “owned” when used with respect to any stock means a person that individually or with or through any of its affiliates or associates:

	(i)     beneficially owns such stock, directly or indirectly; or
	(ii)     has (A) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (B) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons; or
	(iii)     has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (B) of clause (ii) of this paragraph), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.

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