Allergan Completes Negotiation of Terms and Conditions of Merger Agreement with Inamed and Inamed Board of Directors Has Concluded that Allergan's Offer is Superior.

IRVINE, Calif. -- Allergan, Inc. (NYSE:AGN) today announced that Allergan and Inamed Corporation (NASDAQ:IMDC) have completed their negotiations of the terms and conditions of their proposed agreement and plan of merger (the "Merger Agreement"). Pursuant to the proposed Merger Agreement, and consistent with the exchange offer previously commenced by Allergan, Allergan would exchange for each outstanding common share of Inamed, either $84 in cash or 0.8498 of a share of Allergan common stock, at the election of the holder. Elections of Inamed stockholders are subject to proration as described in Allergan's Form S-4 filed with the Securities and Exchange Commission (SEC) on November 21, 2005 so that 45% of the aggregate Inamed shares tendered will be exchanged for cash and 55% of the aggregate Inamed shares tendered will be exchanged for shares of Allergan common stock.

Allergan has provided to Inamed a written irrevocable offer (the "Offer"), a copy of which is attached to this press release, to enter into the Merger Agreement and conclude the exchange offer, subject to certain conditions described in the Offer.

Although Inamed's previously executed merger agreement with Medicis (NYSE:MRX) does not permit Inamed to approve and execute the Merger Agreement with Allergan until the Medicis merger agreement is terminated, Inamed has today informed Allergan that its Board of Directors has determined that the Offer is a Company Superior Proposal as that term is defined in the Medicis merger agreement and has provided such determination to Medicis.

"Allergan is pleased that Inamed and Allergan have been able to conclude the negotiation of the terms and conditions of the Merger Agreement and that we are making excellent progress in completing the acquisition of Inamed," said David E. I. Pyott, Allergan's Chairman of the Board, President and Chief Executive Officer. "We have satisfactorily completed our due diligence with the exception of Juvederm(R) and look forward to both parties fully executing the Merger Agreement shortly, with the goal of concluding the merger as soon thereafter as reasonably possible."

Allergan has had discussions with the Federal Trade Commission (FTC) and is working to develop a satisfactory plan for divestiture of Inamed's rights to the Reloxin(R) product.

About Allergan, Inc.

Allergan, Inc., with headquarters in Irvine, California, is a technology-driven, global health care company providing specialty pharmaceutical products worldwide. Allergan develops and commercializes products in the ophthalmology, neurosciences, medical dermatology, medical aesthetics and other specialty markets that deliver value to its customers, satisfy unmet medical needs, and improve patients' lives.

Forward-Looking Statements 

This press release contains "forward-looking statements", including, among other statements, statements regarding the proposed business combination between Allergan and Inamed. Statements made in the future tense, and words such as "expect", "believe", "will", "may", "anticipate" and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations, but are subject to certain risks and uncertainties, many of which are difficult to predict and are beyond the control of Allergan. Relevant risks and uncertainties include those referenced in Allergan's filings with the SEC (which can be obtained as described in "Additional Information" below), and include: general industry and pharmaceutical market conditions; general domestic and international economic conditions; technological advances and patents obtained by competitors; challenges inherent in product marketing such as the unpredictability of market acceptance for new pharmaceutical and biologic products and/or the acceptance of new indications for such products; uncertainties regarding analysts and other's projections and estimates for revenues and earnings of Inamed and market growth rates; domestic and foreign health care reforms; the timing and uncertainty of research and development and regulatory processes; trends toward managed care and health care cost containment; and governmental laws and regulations affecting domestic and foreign operations. Risks and uncertainties relating to the proposed business combination transaction include: that required regulatory approvals will not be obtained in a timely manner, if at all; that the anticipated benefits and synergies of the transaction will not be realized; that the integration of Inamed's operations with Allergan will be materially delayed or will be more costly or difficult than expected; and that the proposed transaction will not be consummated. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered.

Additional Information

Allergan has filed a Registration Statement on Form S-4 and a Tender Offer Statement on Schedule TO in connection with the exchange offer. Inamed stockholders should read those filings, and any other filings made by Allergan with the SEC in connection with the proposed acquisition, as they contain important information. These SEC filings, as well as Allergan's other public SEC filings, can be obtained without charge at the SEC's website at www.sec.gov, and at Allergan's website at www.Allergan.com.

Allergan and its directors and executive officers may be deemed to be participants in the solicitation of proxies for the special meeting of Medicis stockholders or the special meeting of Inamed stockholders, in each case called to consider and vote upon the Medicis merger agreement and the related transactions. Information regarding Allergan's directors and executive officers and their ownership of Allergan common stock is set forth in Allergan's Annual Report on Form 10-K filed with the SEC on March 9, 2005 and in Allergan's proxy statement for its 2005 Annual Meeting of stockholders filed with the SEC on March 16, 2005. Additional information regarding these persons and their interests, if any, in the proposed Inamed acquisition is included in the Registration Statement on Form S-4 and the Schedule TO described above.

TEXT OF IRREVOCABLE OFFER LETTER
December 5, 2005

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 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.

    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 Juvederm(R), 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 Juvederm(R) 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 p.m. 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 p.m. 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(R) described above,
                and (B) Inamed's definitive disclosure schedules to
                the Merger Agreement, or

            --  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(R) 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,

                                        Douglas S. Ingram
                                        Executive Vice President,
                                        General Counsel and Secretary