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(1)	The registration fee has been calculated pursuant to Rule 457 under the Securities Act. The Proposed Maximum Aggregate Offering Price is estimated solely for the purpose of calculating the registration fee.

(2)	The 9 1/4% Senior Subordinated Notes due 2010 will be the obligations of Advanced Medical Optics, Inc.

(3)

AMO Holdings, LLC is a guarantor on an unconditional basis of the obligations of Advanced Medical Optics, Inc. under the 9 1/4% Senior Subordinated Notes due 2010. Pursuant to Rule 457(n), no additional registration fee is being paid in respect of the guarantee. The guarantee is not traded separately.

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Our offer to exchange the old notes for the exchange notes will be open until 5:00 p.m., New York City time, on         , 2002, unless we extend the offer.

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You should carefully review the procedures for tendering the old notes beginning on page 85 of this prospectus.

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If you fail to tender your old notes, you will continue to hold unregistered securities and your ability to transfer them could be adversely affected.

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No public market currently exists for the exchange notes. We do not intend to list the exchange notes on any securities exchange and, therefore, no active public market is anticipated.

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The notes will mature on July 15, 2010.

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We will pay interest on the notes semi-annually on January 15 and July 15 of each year, commencing January 15, 2003 at the rate of 9 1/4% per year.

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We may redeem the notes on or after July 15, 2006.

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In addition, on or before July 15, 2005, we may redeem up to 35% of the notes with the net proceeds of certain public equity offerings if at least 65% of the originally issued aggregate principal amount of notes remains outstanding.

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Upon the occurrence of certain change of control events, each holder of notes may require us to purchase all or a portion of its notes.

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The notes are unsecured obligations and are subordinated to our senior indebtedness and the subsidiary guarantees are subordinated to our subsidiaries senior indebtedness.

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(1)	Net of $2.8 million of original issue discount.

(2)	Reflects indebtedness that we borrowed from Allergan to purchase various assets in connection with the spin-off. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Separation from Allergan.”

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(3)	Reflects a distribution in exchange for various assets contributed to us in connection with the spin-off. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Separation from Allergan.”

(4)	Reflects indebtedness that we assumed from Allergan and immediately repaid as part of the spin-off. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Separation from Allergan.”

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The Exchange Offer

$1,000 principal amount of exchange notes will be issued in exchange for each $1,000 principal amount of old notes validly tendered. As of the date of this prospectus, there is $200.0 million aggregate principal amount of old notes outstanding.

The form and terms of the exchange notes are identical to those of the old notes, except that the exchange notes will be registered under the Securities Act.

Resale

Based upon interpretations by the staff of the SEC set forth in no-action letters issued to unrelated third parties, we believe that exchange notes may be offered for resale, resold or otherwise transferred to you without compliance with the registration and prospectus delivery requirements of the Securities Act, unless you:

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are an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

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are a broker-dealer who purchased the old notes directly from us for resale under Rule 144A or any other available exemption under the Securities Act of 1933;

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acquired the exchange notes other than in the ordinary course of your business; or

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have an arrangement with any person to engage in the distribution of exchange notes.

However, we have not submitted a no-action letter and there can be no assurance that the SEC will make a similar determination with respect to the exchange offer. Furthermore, in order to participate in the exchange offer, you must make the representations set forth in the letter of transmittal that we are sending you with this prospectus.

Expiration Date

The exchange offer will expire at 5:00 p.m., New York City time, on                      , 2002, unless extended by us in our sole discretion, in which case the “expiration date” shall mean the latest date and time to which the exchange offer is extended.

Conditions to the Exchange Offer

The exchange offer is subject to certain customary conditions, some of which may be waived by us. See “The Exchange Offer—Conditions to the Exchange Offer.”

Procedures for Tendering Old Notes

If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, or a copy of the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal, and mail or otherwise deliver the letter of transmittal, or the copy, together with the old notes and any other required documentation, to the exchange agent at the address set forth in this prospectus. If you are a person holding the old notes through The Depository Trust Company and wish to accept the exchange offer, you must do so through The Depository Trust Company’s Automated Tender Offer Program, by which you will agree to be bound by the letter of transmittal. By executing or agreeing to be bound by the letter of transmittal, you will be making a number of important representations to us as described under “The Exchange Offer—Procedures for Tendering Old Notes.”

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We will accept for exchange any and all old notes that are properly tendered in the exchange offer prior to the expiration date. The exchange notes issued in the exchange offer will be delivered promptly following the expiration date. See “The Exchange Offer—Terms of the Exchange Offer.”

Special Procedures for Beneficial Owners

If you are the beneficial owner of old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and wish to tender your old notes in the exchange offer, you should contact the person in whose name your notes are registered and promptly instruct the person to tender on your behalf. See “The Exchange Offer—Procedures for Tendering Old Notes.”

Guaranteed Delivery Procedures

If you wish to tender your old notes and time will not permit your required documents to reach the exchange agent by the expiration date, or the procedure for book-entry transfer cannot be completed on time, you may tender your notes according to the guaranteed delivery procedures. See “The Exchange Offer—Guaranteed Delivery Procedures.”

Withdrawal Rights

The tender of the old notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date.

Acceptance of Old Notes and Delivery of Exchange Notes

Subject to customary conditions, we will accept old notes which are properly tendered in the exchange offer and not withdrawn prior to the expiration date. The exchange notes will be delivered as promptly as practicable following the expiration date.

Consequence of Failure to Exchange

Old notes that are not tendered, or that are tendered but not accepted, will be subject to their existing transfer restrictions. We will have no further obligation to provide for registration under the Securities Act of such old notes.

Registration Rights Agreement

We sold the old notes in a private placement in reliance on Section 4(2) of the Securities Act. On June 20, 2002, we entered into a registration rights agreement with the initial purchasers of the old notes requiring us to make this exchange offer. The registration rights agreement also requires us to:

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cause the registration statement filed with respect to the exchange offer to be declared effective within 150 days of the issue date of the old notes; and

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consummate the exchange offer within 195 days of the issue date of the old notes.

See “The Exchange Offer—Purpose and Effect.” If we do not do so, liquidated damages will be payable on the old notes.

Certain U.S. Federal Income Tax Considerations

The exchange of old notes for exchange notes by tendering holders will not be a taxable exchange for federal income tax purposes, and such holders will not recognize any taxable gain or loss or any interest income for federal income tax purposes as a result of such exchange. See “Certain United States Federal Income Tax Considerations.”

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Exchange Agent

The Bank of New York is serving as exchange agent in connection with the exchange offer.

Use of Proceeds

We will not receive any proceeds from the exchange offer.

Fees and Expenses

We will pay all expenses incident to the consummation of the exchange offer.

Issuer

Advanced Medical Optics, Inc.

Securities Offered

$200,000,000 aggregate principal amount of 9 1/4% Senior Subordinated Notes due 2010.

Interest

The exchange notes will bear interest at an annual rate of 9 1/4%. Interest is payable on January 15 and July 15 of each year.

Maturity Date

July 15, 2010

Optional Redemption

We may redeem the exchange notes, in whole or in part, on or after July 15, 2006 at the redemption prices set forth in this prospectus.

Guarantees

The exchange notes are guaranteed on a senior subordinated basis by all of our present and future domestic restricted subsidiaries (other than any such subsidiary that is a subsidiary of any of our foreign subsidiaries). The guarantees are unsecured senior subordinated obligations and are subordinated to all of such subsidiaries’ existing and future senior indebtedness, including guarantees of our senior credit facility.

Ranking

The exchange notes and the guarantees are our and the guarantors’ unsecured senior subordinated obligations, are subordinated to all of our and the guarantors’ existing senior indebtedness and will be subordinated to all of our and the guarantors’ future senior indebtedness. The notes and the guarantees will rank equally with all of our and the guarantors’ future senior subordinated indebtedness and will rank equally with or senior to all of our and the guarantors’ future subordinated obligations. The term “senior indebtedness” is defined in the “Description of the Exchange Notes—Certain Definitions” section of this prospectus.

As of June 28, 2002, we and the guarantors had:

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$100.0 million of senior indebtedness outstanding, and

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$35.0 million of additional borrowings available under our senior revolving credit facility.

Currently, approximately $17.0 million of our senior revolving credit facility has been reserved to support letters of credit issued on our behalf.

In addition, the notes are effectively subordinated to all indebtedness and other liabilities of our subsidiaries that are not guarantors. As of March 29, 2002, on a pro forma basis after giving effect to the Transactions, our non-guarantor subsidiaries would have had approximately $33.5 million of liabilities.

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Equity Offering Optional Redemption

Before July 15, 2005, we may redeem up to 35% of the exchange notes with the net proceeds of certain public equity offerings at a redemption price of 109.25% of the principal amount thereof, plus accrued and unpaid interest, if at least 65% of the originally issued aggregate principal amount of the exchange notes remains outstanding. See “Description of the Exchange Notes—Optional Redemption.”

Change in control

Upon certain change of control events, each holder of exchange notes may require us to repurchase all or a portion of its notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase. See “Description of the Exchange Notes—Offer to Purchase upon Change of Control.”

Covenants

The indenture governing the exchange notes contains covenants that, among other things, limit our ability and the ability of certain of our subsidiaries to:

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incur additional indebtedness,

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create liens,

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make investments,

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enter into transactions with affiliates,

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sell assets,

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declare or pay dividends or other distributions to stockholders, and

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consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of the Exchange Notes” in this prospectus.

Use of proceeds

We will not receive any cash proceeds from the issuance of the exchange notes.

Risk Factors

See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in the notes.

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(1)

EBITDA is defined as operating income plus depreciation and amortization expense and amortization of prepaid royalties. EBITDA is presented because it is a widely accepted financial indicator; however, EBITDA may not be comparable to other companies’ calculations of EBITDA or similarly titled items. You should not consider EBITDA as an alternative to net earnings as a measure of operating results in accordance with accounting principles generally accepted in the United States of America or as an alternative to cash flows as a measure of liquidity.

(2)	Capital expenditures, net is defined as cash paid for additions to property, plant and equipment, capitalized internal use software and demonstration and bundled equipment, net of proceeds from the sale of property, plant and equipment.

(3)	We have computed the ratio of earnings to fixed charges by dividing earnings before income taxes and fixed charges by fixed charges. Fixed charges consist of interest expense and a portion of rent expense deemed representative of the interest factor.

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limiting cash flow available for working capital, capital expenditures, acquisitions and other corporate purposes because a significant portion of our cash flow from operations must be dedicated to servicing our debt;

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limiting our ability to obtain additional financing in the future for working capital or other purposes; and

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limiting our flexibility to react to competitive or other changes in our industry and to economic conditions generally.

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incur additional indebtedness,

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create liens,

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make investments,

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enter into transactions with affiliates,

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sell assets,

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declare or pay dividends or other distributions to stockholders, and

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consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

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received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee;

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was insolvent or rendered insolvent by reason of such incurrence;

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was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

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intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

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the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets;

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the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

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it could not pay its debts as they become due.

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prevailing interest rates;

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the market for similar securities;

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our financial condition and results of operations; and

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other factors beyond our control, including general economic conditions.

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information and technology services;

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legal functions;

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public and investor relations;

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treasury administration;

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employee compensation and benefits administration;

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insurance administration;

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accounting functions;

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internal audits;

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corporate income tax administration;

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telecommunications;

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facilities services; and

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complete operational support in many of the countries in which we conduct our business.

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product standards;

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packaging requirements;

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labeling requirements;

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quality system requirements;

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import restrictions;

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tariff regulations;

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duties; and

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tax requirements.

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evolving customer needs;

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the introduction of new products and technologies;

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evolving surgical practices; and

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evolving industry standards.

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properly identify and anticipate customer needs;

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commercialize new products in a timely manner;

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manufacture and deliver products in sufficient volumes on time;

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differentiate our offerings from competitors’ offerings;

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achieve positive clinical outcomes for new products;

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satisfy the increased demands by healthcare payors, providers and patients for lower-cost procedures;

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innovate and develop new materials, product designs and surgical techniques; and

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provide adequate medical and/or consumer education relating to new products and attract key surgeons to advocate these new products.

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unexpected changes in foreign regulatory requirements;

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differing local product preferences and product requirements;

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fluctuations in foreign currency exchange rates;

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political and economic instability;

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changes in foreign medical reimbursement and coverage policies and programs;

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diminished protection of intellectual property in some countries outside of the United States;

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trade protection measures and import or export licensing requirements;

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potential tax costs associated with repatriating cash from our non-U.S. subsidiaries;

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difficulty in staffing and managing foreign operations;

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differing labor regulations; and

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potentially negative consequences from changes in tax laws.

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to repay $90.4 million of indebtedness borrowed from Allergan in June 2002 to purchase various assets needed as a result of our spin-off from Allergan;

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to distribute $56.3 million to Allergan in exchange for various assets contributed to us by Allergan in connection with the spin-off; and

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to repay approximately $111.4 million of indebtedness that we assumed from Allergan in connection with the spin-off.

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(1)

Long-term debt as of March 29, 2002 does not reflect $90.4 million of indebtedness that we borrowed from Allergan to purchase various assets and immediately repaid in connection with the Transactions. The non-U.S. debt assumed as of June 26, 2002 increased to $111.4 million due to additional borrowings under existing credit facilities and exchange rate fluctuations between the Japanese Yen and the U.S. dollar. Our equity as of June 26, 2002 has decreased from March 29, 2002 by a corresponding amount, and is reflected in the “As Adjusted” equity balance above. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Separation from Allergan.”

(2)

The senior credit facility includes a $100.0 million term loan, all of which was drawn at the time of our spin-off from Allergan, and a $35.0 million revolving credit facility. Currently, approximately $17.0 million of our senior revolving credit facility has been reserved to support letters of credit issued on our behalf. See “Description of the Senior Credit Facility.”

(3)	Net of $2.8 million of original issue discount.

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(1)

We have computed the ratio of earnings to fixed charges by dividing earnings before income taxes and fixed charges by fixed charges. Fixed charges consist of interest expense and a portion of rent expense deemed representative of the interest factor. For the year ended December 31, 1998, earnings were insufficient to cover fixed charges by $5.0 million.

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(a)

Reflects estimated incremental costs resulting from an agreed to mark-up on costs for certain products to be manufactured and supplied by Allergan to us for a period of up to three years pursuant to a new manufacturing and supply agreement.

(b)

The pro forma adjustments exclude estimated incremental costs associated with being an independent public company and the loss of certain synergies and benefits of economies of scale that existed while we were part of Allergan. Currently, we estimate these incremental pre-tax costs to be approximately $22.1 million of additional selling, general and administrative expenses, net of goodwill amortization of $9.0 million, and $0.8 million of research and development costs for the year ended December 31, 2001 and approximately $6.9 million of additional selling, general and administrative expenses, net of duplicate operating expenses of $1.8 million, and $0.2 million of research and development costs for the three months ended March 29, 2002. The incremental selling, general and administrative expenses include costs associated with corporate administrative services such as accounting, tax, treasury, information systems, risk management, insurance, legal, stockholder relations and human resources. We estimated these costs utilizing Allergan’s historical headcount and cost analysis and estimates obtained from third party consultants. The effect on pro forma net earnings for the year ended December 31, 2001 and the three months ended March 29, 2002 from the estimated incremental pre-tax costs of $22.9 million and $7.1 million, respectively, would be a reduction in pro forma net earnings of $14.8 million, or $0.51 per pro forma diluted share, and $4.6 million or $0.16 per pro forma diluted share, respectively. The following table summarizes the estimated effect on pro forma net earnings (loss) resulting from the incremental costs described above (in thousands, except per share amounts):

(c)

Reflects the increase in estimated annual interest expense to $20.7 million and the annual amortization of estimated capitalizable debt origination fees and expenses of $1.4 million. Interest expense was estimated based on the incurrence of $197.2 million of fixed rate senior subordinated notes, net of $2.8 million of original issue discount, and a $100.0 million variable rate term loan under the senior credit facility, using an estimated weighted-average interest rate of 6.89%, including the benefit of interest rate swaps entered into to hedge portions of the senior subordinated notes and borrowings under the senior credit facility, on the aggregate principal amount. If interest rates were to increase or decrease by 0.125% for the year, annual interest expense would increase or decrease by approximately $250,000. Amortization of estimated capitalizable debt origination fees and expenses was calculated using the terms of the respective debt.

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(d)

Reflects the estimated tax impact at statutory rates for pro forma adjustments described in notes (a) and (c) and the estimated impact of different tax rates which will be applicable to us based upon our organization structure as a result of the distribution. In 2001, our historical provision for income taxes benefited from the change in the valuation allowance on deferred tax assets which reduced our provision for income taxes. For purposes of the pro forma adjustment for the year ended December 31, 2001, we have excluded approximately $6.6 million of this tax benefit since it will not be available to us in the future. Had we recognized this tax benefit, the 2001 pro forma effective income tax rate for the year ended December 31, 2001, would have been 21.3%, which is substantially less than the pro forma effective income tax rate shown of 34.5%. We believe our future effective income tax rate may vary significantly depending on our mix of domestic and international taxable income or loss and the various tax and treasury strategies that we implement, including a determination of our policy regarding the repatriation of future accumulated foreign earnings.

(e)

Pro forma basic and diluted net earnings per share is computed as if the shares of our common stock were issued and outstanding for the periods presented. Diluted net earnings per share assumes the dilutive effect of approximately 254,000 shares resulting from the assumed exercise of approximately 1.4 million stock options with a weighted average exercise price of $7.76 per share converted from Allergan stock options on June 29, 2002. Additional options to purchase 1.2 million shares of our common stock at a weighted average exercise price of $13.69 per share are excluded from the computation of diluted net earnings per share since the effect would be antidilutive. See footnote (h) below regarding the assumption used to determine the anticipated common shares outstanding.

(f)

Reflects the incurrence of $297.2 million of debt comprised of $197.2 million in senior subordinated notes, net of $2.8 million of original issue discount, and a $100.0 million term loan under the senior credit facility, and the related capitalization of approximately $10.1 million of debt origination fees and expenses that will be amortized over the terms of the respective debt agreements. We have used the net debt proceeds to repay approximately $111.4 million of non-U.S. debt that we assumed from Allergan as part of the restructuring based on the carrying value at June 26, 2002, the date of repayment, compared to the carrying value at March 29, 2002 of $94.0 million. The $17.4 million difference between the $111.4 million carrying amount at June 26, 2002 and the $94.0 million carrying amount at March 29, 2002 has been reflected as an adjustment to the Allergan, Inc. net investment. We also transferred approximately $146.7 million to Allergan in the form of repayment of approximately $90.4 million that we borrowed from subsidiaries of Allergan to purchase various assets from Allergan in connection with its restructuring and our formation and to pay a distribution to Allergan of approximately $56.3 million in exchange for various assets contributed to us. In addition, we entered into a revolving line of credit of $35.0 million that will provide funds for our capital expenditures and additional working capital, if needed. Currently, approximately $17.0 million of our senior revolving credit facility has been reserved to support letters of credit issued on our behalf. Estimated maturities of long-term debt due after one year are: $1 million each year between 2003 and 2006; $48 million in 2007 and $248 million after 2007. The term loan includes an excess cash flow recapture requirement that may increase the required principal payments above contractual minimum amounts for the period 2002 to 2005 based on a formula determined as part of the debt negotiations.

(g)

The Allergan, Inc. net investment account represents the cumulative investments in, distributions from, and earnings of our company which were contributed at the time of the spin-off. The adjustment reflects the amounts we transferred to Allergan as described in note (f).

(h)

Reflects a distribution of approximately 28.7 million shares of common stock, par value $0.01 per share, at a distribution ratio of one share of our stock for every 4.5 shares of Allergan common stock outstanding as of June 14, 2002, excluding treasury shares, and the elimination of Allergan’s net investment in us and the related reclassification to our various stockholders’ equity accounts due to the distribution of all of our shares to Allergan stockholders.

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North and South America;

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Japan; and

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Europe, Africa and Asia Pacific (excluding Japan, but including Australia and New Zealand).

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$7 million for cost of sales;

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$31 million for selling, general and administrative expenses including accounting, legal, human resources and other costs;

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$1 million for research and development costs; and

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$19 million for interest expense, including the estimated annual amortization of capitalizable debt origination fees. This estimate is based on the incurrence of $300.0 million of debt at a weighted average interest rate of 6.89%, including the benefit of interest rate swaps.

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As the human eye ages, the prevalence of cataracts and the need for vision correction generally increases. Therefore, as the population ages, we expect that the patient base for our products will increase.

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We believe that an aging population, limitations of existing technologies, introduction of new technologies and broader market acceptance present an opportunity for growth of the market for elective procedures to correct refractive errors.

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The ophthalmic surgery market is technology driven. Because acceptance of new technology is influenced by physicians’ willingness to change, relationships with physicians are critical.

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As emerging international markets become more technologically advanced and greater financial resources for healthcare become available, we perceive an opportunity for expansion into previously underserved regions.

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foldable intraocular lenses implanted in the lens capsule to restore sight;

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phacoemulsification machines used to break-up the cloudy human lens prior to its replacement with an intraocular lens; and

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related surgical accessories such as implantation systems, viscoelastics and disposables.

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PHACOFLEX: According to our internal estimates, our PHACOFLEX family of lenses were the number one line of mono-focal silicone IOLs in 2001, as measured by global sales. Products in this line include

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CLARIFLEX: CLARIFLEX is our third-generation silicone monofocal IOL and was first introduced in February 2002. Our CLARIFLEX lens has a unique OPTIEDGE design that has been shown to reduce internal reflections and glare. The CLARIFLEX lenses can be inserted through an unenlarged incision using our patented insertion system, THE UNFOLDER.

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SENSAR: SENSAR is our line of acrylic monofocal IOLs, which were first introduced in Europe in 1998 as CE marked products, and received approval from the Food and Drug Administration for marketing in the United States in February 2000. The lenses were developed from a proprietary second-generation acrylic material and are designed to minimize many of the unwanted side effects of other acrylic lenses, such as vacuoles and optical aberrations. Unlike many older, first-generation hydrophobic acrylic IOLs, SENSAR does not require warming before insertion, does not develop vacuoles over time and can be passed through incisions of 3.2mm or smaller using THE UNFOLDER insertion system. In 2001, we launched a new generation SENSAR lens, the SENSAR with OPTIEDGE, in the United States, Japan and Europe. SENSAR with patented OPTIEDGE has a square edge on the posterior side of the lens where it comes into contact with the lens capsule and a round anterior surface. This design is intended to reduce post-surgical PCO, the need for subsequent laser procedures, and the potential for unwanted glare and reflections following implantation.

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ARRAY: Using a series of optical zones, the ARRAY multifocal silicone IOL corrects a patient’s range of sight from myopic to hyperopic, significantly reducing that patient’s dependence on eyeglasses. The ARRAY provides distance vision comparable, and near vision superior, to that of monofocal IOLs. The ARRAY can also be inserted using THE UNFOLDER insertion system. We believe that the ARRAY is the first, and currently the only, multifocal IOL marketed in the United States. Through the presentation of clinical data demonstrating ARRAY’s specific advantages over existing lenses, ARRAY has been granted “new technology intraocular lens,” or “NTIOL,” status by the Centers for Medicare and Medicaid Services, resulting in a higher reimbursement rate to offset the higher cost of this technology. The ARRAY was recently approved in Europe for the treatment of presbyopia following refractive lensectomy, a procedure involving the removal of the natural lens.

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SOVEREIGN: SOVEREIGN is our premier phacoemulsification system. SOVEREIGN is an integrated system that combines proprietary advanced fluidics, sophisticated microprocessor controls and multiple programmable power modulations. The SOVEREIGN is designed to reduce procedure times and provide the ophthalmologist with increased control. We recently launched a new software technology, WHITESTAR, at the American Academy of Ophthalmology for the SOVEREIGN system. When combined with the SOVEREIGN system, the WHITESTAR technology is designed to further reduce procedure times and provide clearer corneas the first day following surgery.

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DIPLOMAX: DIPLOMAX is our more affordable, portable phacoemulsification system. This system provides more basic options as compared to the SOVEREIGN system, while still providing the surgeon with the necessary control during the procedure.

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PRESTIGE: The PRESTIGE is our first generation phacoemulsification system and is currently positioned primarily for markets outside the United States.

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Insertion Systems: As a companion to our foldable intraocular lenses, we market insertion systems for each of our foldable lens models, referred to as THE UNFOLDER implantation systems. These systems assist the surgeon in achieving controlled release of the intraocular lens into the capsular bag through an incision in the eye.

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Viscoelastics: Viscoelastics are used during cataract surgery to maintain the anterior chamber of the eye and protect the corneal endothelium. Our products in this category include VITRAX, ALLERVISC and ALLERVISC Plus. We also distribute several viscoelastics produced by other companies on a regional basis.

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Custom Surgical Packs: We have partnered with Allegiance Healthcare Corporation, a leading supplier of healthcare products to hospitals, laboratories and other healthcare-related entities, to provide custom surgical packs to Allegiance’s U.S., Canadian and European customers. These surgical packs typically consist of all of the items, except the intraocular lens, that a surgeon needs to use in a single cataract surgery.

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Capsular Tension Rings: We market and distribute capsular tension rings in Europe that are manufactured by Corneal. Capsular tension rings are inserted into the capsular bag during cataract surgery and function to stabilize the capsular bag during placement of the intraocular lenses. Our product, the INJECTOR RING, is a single use device that provides a pre-loaded insertion instrument with the capsular tension ring.

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Smaller incision surgery: small incision surgery has been associated with less induced astigmatism, rapid stabilization of the wound and faster visual rehabilitation.

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Restoring accommodation following cataract surgery: following cataract surgery, the eye may lose its ability to accommodate, or shift its field of focus. As a result, the eye will attain a fixed point of focus.

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Reducing PCO following cataract surgery: PCO is a clouding of the residual portion of the natural crystalline lens that occurs in some patients following cataract surgery. Currently, treatment of moderate to severe PCO typically requires a laser procedure.

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a device that was legally marketed prior to May 28, 1976, the date upon which the Medical Device Amendments of 1976 were enacted; or

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to another commercially available, similar device which was subsequently cleared through the 510(k) process.

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the registration and listing regulation, which requires manufacturers to register all manufacturing facilities and list all medical devices placed into commercial distribution;

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the Quality System Regulation, which requires manufacturers to follow elaborate design, testing, control, documentation and other quality assurance procedures during the manufacturing process;

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labeling regulations;

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the Food and Drug Administration’s general prohibition against promoting products for unapproved or “off-label” uses; and

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the Medical Device Reporting regulation, which requires that manufacturers report to the Food and Drug Administration if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to reoccur.

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product standards;

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packaging requirements;

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labeling requirements;

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quality system requirements;

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import restrictions;

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tariff regulations;

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duties; and

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tax requirements.

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the referral of persons eligible for benefits under a federal health care program, including Medicare, Medicaid, the VA health programs and TRICARE, or a state health program; or

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the recommendation, arrangement, purchase, lease or order of items or services that are covered, in whole or in part, by a federal health care program or state health programs.

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a transitional services agreement;

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a manufacturing agreement;

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an employee matters agreement; and

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a tax sharing agreement.

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the assets, business or liabilities transferred or assumed as part of the contribution;

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any consents or approvals required in connection with the transfers;

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the value or freedom from any security interests of any of the assets transferred;

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the absence of any defenses or freedom from counterclaim with respect to any claim of either us or Allergan;

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or the legal sufficiency of any assignment, document or instrument delivered to convey title to any asset transferred.

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a release from Allergan and its affiliates to us and our affiliates; and

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a release from us and our affiliates to Allergan and its affiliates of all liabilities existing or arising from all acts and events occurring before the distribution. The liabilities released or discharged do not include liabilities arising under or assigned by the contribution and distribution agreement or any ancillary agreement.

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our failure, the failure of any of our affiliates or the failure of any other person to promptly discharge any liabilities or obligations under any contracts associated with the optical medical device business;

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the optical medical device business and the contributed assets or liabilities; and

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any material breach by us or any of our affiliates of the contribution and distribution agreement or any of the other ancillary agreements.

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Allergan’s failure, the failure of any affiliate of Allergan, or the failure of any other person to promptly discharge any liabilities of Allergan or its affiliates, other than liabilities assumed by us in the contribution and distribution agreement;

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the businesses retained by Allergan or any liability of Allergan or its affiliates, other than liabilities associated with the contribution of the optical medical device business; and

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any material breach by Allergan or any of its affiliates of the contribution and distribution agreement or any of the other ancillary agreements.

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any contingent liabilities that do not primarily relate to any business of Allergan or to our business; and

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specifically identified liabilities, other than taxes, which are dealt with in the tax sharing agreement.

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facilities subleases;

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access to research and development facilities and services;

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general accounting, order entry, accounts receivable, travel, payroll and customer service;

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operational support;

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information technology services;

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legal support services;

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regulatory support services;

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retail channel support; and

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product promotion and distribution services.

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facilities subleases;

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retail channel support;

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general administrative and facilities support services; and

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general accounting, order entry, accounts receivable, payroll and customer services.

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a ruling from the Internal Revenue Service or an opinion from tax advisors that the proposed transaction will not cause the distribution to fail to meet the requirements of a tax-free distribution under Section 355(e) of the Internal Revenue Code; and

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approval from Allergan of the proposed transaction.

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meeting with our management periodically to consider the adequacy of our internal controls and the objectivity of our financial reporting;

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recommending to our board of directors the appointment of the independent auditors and reviewing the independence and fees of such independent auditors;

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meeting with the independent auditors and reviewing the scope and significant findings of the audits performed by them, and meeting with internal financial personnel regarding these matters; and

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reviewing our financing plans, the adequacy and sufficiency of our financial and accounting controls, practices and procedures, the activities and recommendations of our auditors and our reporting policies and practices, and reporting recommendations to our full board of directors for approval.

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reviewing and approving our corporate organizational structure;

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reviewing the performance of corporate officers;

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establishing overall employee compensation policies and recommending to our board major compensation programs;

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reviewing and approving the compensation of our corporate officers, including salary and bonus awards;

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administering our various employee benefit and equity incentive programs; and

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evaluating the size and composition of our board of directors, reviewing the performance of existing directors and recommending to our board qualified candidates for election to our board of directors.

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$1,200 for attending each board meeting,

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$1,000 for each committee member attending a committee meeting, and

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$1,200 for each committee chairperson presiding over a committee meeting.

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levels of base compensation that are competitive with comparable optical medical device companies;

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annual incentive compensation that varies in a consistent manner with the achievement of individual and financial performance objectives; and

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long-term incentive compensation that focuses executive efforts on building stockholder value through meeting longer-term financial and strategic goals.

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a prorated portion of Mr. Mazzo’s targeted annual bonus;

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an amount representing Mr. Mazzo’s unused accrued vacation time (at his base salary rate) through the date of termination;

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continued medical and other welfare plan coverage for Mr. Mazzo and his eligible dependents for twelve months;

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a severance payment calculated by multiplying Mr. Mazzo’s annual compensation by three. For the purposes of this severance payment calculation, Mr. Mazzo’s annual compensation is defined as the sum of (i) the higher of his then-current base salary or his highest annual salary within the five year period ending at the time of his termination plus (ii) a management bonus increment, which is equal to the higher of 100% of his then-current annual target bonus rate or the average of the two highest of the last five bonuses paid by us to Mr. Mazzo.

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the acquisition by any person or entity of 20% or more of the combined voting power of our company if such acquisition has not been approved in advance, or within 30 days after the acquisition, by a majority of our board of directors;

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the acquisition by any person or entity of 33% or more of the combined voting power of our company, regardless of whether our board of directors has approved the acquisition;

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individuals who comprise our board of directors at the time of the distribution, or individuals subsequently nominated as directors by a majority of those original directors and their successors, cease for any reason to constitute at least a majority of our board of directors;

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our consummation of a merger, consolidation or reorganization, unless holders of our voting securities continue to hold at least 55% of the voting power in the surviving company and no person or entity becomes the owner of 20% or more of the combined voting power of our outstanding securities; or

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the approval by our stockholders of a plan of complete liquidation or an agreement for the sale or transfer of all or substantially all of our assets.

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each person who is known by us to be the beneficial owner of 5% or more of our common stock;

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each of our directors and our Chief Executive Officer; and

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all of our directors and executive officers as a group.

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(1)	Unless otherwise indicated, the business address of each stockholder is c/o Advanced Medical Optics, Inc., 1700 E. St. Andrew Place, Santa Ana, California 92799-5162.

(2)

Beneficial ownership is calculated based on 28,723,512 shares of our common stock outstanding as of July 22, 2002. Beneficial ownership is determined in accordance with Securities and Exchange Commission rules. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are exercisable within 60 days of July 22, 2002 are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage of each other person. To our knowledge, except pursuant to applicable community property laws or as otherwise indicated, each person named in the table has the sole voting and investment power with respect to the shares set forth opposite such person’s name.

(3)

Based on application of the 1-for-4.5 distribution ratio to shares of Allergan common stock as reported in an amended Schedule 13G, dated February 5, 2002, filed with the Securities and Exchange Commission by Putnam Investments, LLC (“PI”), on behalf of itself and the following affiliated entities: Marsh & McLennan Companies, Inc. (“M&MC”), PI’s parent holding company, Putnam Investment Management, LLC (“PIM”) and The Putnam Advisory Company, LLC (“PAC”), both of which are investment advisors and subsidiaries of PI. Based on this filing, M&MC owns no shares of our stock. PIM is deemed to be the owner of 2,375,960 shares, over which it has shared power to dispose or to direct the disposition of all of such shares, but over which it has no voting power. PAC is deemed to be the owner of 515,881 shares, over which it has shared power to dispose or to direct the disposition of all of such shares and shared power to

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vote or to direct the vote of 339,558 of such shares. PI is deemed to be the owner of all of PIM’s and PAC’s shares, has shared power to dispose or to direct the disposition of all of such shares, and has shared power to vote or to direct the vote of 339,558 of such shares. All share references herein refer to shares of our common stock.

(4)

Based on application of the 1-for-4.5 distribution ratio to shares of Allergan common stock as reported in an amended Schedule 13G, dated February 14, 2002, filed with the Securities and Exchange Commission by FMR Corp. (“FMR”) on behalf of itself and affiliated persons and entities. The affiliated persons and entities include Fidelity Management & Research Company (“FMRC”), a wholly-owned subsidiary of FMR, Edward C. Johnson 3d, Chairman of FMR, Fidelity Management Trust Company (“FMTC”), a wholly-owned subsidiary of FMR, Abigail P. Johnson, a Director of FMR, Fidelity International Limited (“FIL”), a former subsidiary of FMRC that currently operates as an entity independent of FMR and FMRC, and Strategic Advisers, Inc., a wholly-owned subsidiary of FMR. Based on such filing, FMRC, as a result of acting as investment advisor to various investment companies, owns 2,482,980 shares, FMTC, as a result of serving as investment manager of institutional accounts, owns 206,362 shares, Ms. Johnson owns 222 shares, FIL owns 89,919 shares and Strategic Advisers owns 59 shares. Both Mr. Johnson and FMR, through its control of FMRC and FMTC, have sole dispositive power over both FMRC’s 2,482,980 shares and FMTC’s 206,362 shares, and sole voting power over 164,096 of FMTC’s shares. Neither FMR nor Mr. Johnson has the sole power to vote or to direct the voting of any of FMRC’s shares; FMRC carries out the voting of shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. Ms. Johnson has sole voting and dispositive power over her 222 shares and FIL has sole voting and dispositive power over its 89,919 shares. All share references herein refer to shares of our common stock.

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the exchange notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of the holder;

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the holder is not engaging in and does not intend to engage in a distribution of the exchange notes;

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the holder does not have an arrangement or understanding with any person to participate in the distribution of the exchange notes; and

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the holder is not an “affiliate,” as defined under Rule 405 under the Securities Act, of ours.

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is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

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is a broker-dealer who purchased old notes directly from us for resale under Rule 144A or any other available exemption under the Securities Act;

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acquired the exchange notes other than in the ordinary course of the holder’s business; or

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the holder has an arrangement with any person to engage in the distribution of the exchange notes.

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certificates for the old notes must be received by the exchange agent along with the letter of transmittal prior to the expiration date;

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a timely confirmation of a book-entry transfer, a “book-entry confirmation”, of the old notes, if that procedure is available, into the exchange agent’s account at The Depository Trust Company, also referred to as the “DTC” or the “book-entry transfer facility”, following the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date; or

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you must comply with the guaranteed delivery procedures described below.

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by a registered holder who has not completed the box entitled “Special Registration Instruction” or “Special Delivery Instructions” on the letter of transmittal; or

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for the account of an eligible guarantor institution.

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the exchange notes acquired in the exchange offer are being obtained in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the registered holder;

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you are not engaging in and do not intend to engage in a distribution of the exchange notes;

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you do not have an arrangement or understanding with any person to participate in the distribution of such exchange notes; and

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you are not an “affiliate,” as defined under Rule 405 of the Securities Act, of ours.

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the tender is made through an eligible guarantor institution;

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prior to the expiration date, the exchange agent receives from that eligible guarantor institution a properly completed and duly executed letter of transmittal or a facsimile of duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, by telegram, telex, fax transmission, mail or hand delivery, setting forth the name and address of the holder of old notes and the amount of the old notes tendered and stating that the tender is being made by guaranteed delivery and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, will be deposited by the eligible guarantor institution with the exchange agent; and

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the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

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specify the name of the person having deposited the old notes to be withdrawn;

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identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of such old notes;

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be signed by the holder in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such old notes into the name of the person withdrawing the tender; and

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specify the name in which any such old notes are to be registered, if different from that of the person who tendered the old notes.

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LIBOR plus an applicable margin; or

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the higher of (i) Bank of America, N.A.’s prime rate or (ii) the federal funds rate plus 0.5%, in either case plus an applicable margin.

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general unsecured obligations of the Company;

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subordinated in right of payment to all existing and future Senior Indebtedness of the Company;

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effectively subordinated to any secured Indebtedness of the Company to the extent of the value of the assets securing such Indebtedness; and

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pari passu or senior in right of payment to any future subordinated Indebtedness of the Company.

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a general unsecured obligation of such Guarantor;

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subordinated in right of payment to all existing and future Senior Indebtedness of such Guarantor;

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effectively subordinated to any secured Indebtedness of such Guarantor to the extent of the value of the assets securing such Indebtedness; and

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pari passu or senior in right of payment to any future subordinated Indebtedness of such Guarantor.

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upon any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation or any sale of all of the capital stock of that Guarantor) to a Person other than the Company or any Subsidiary; provided that the Company shall, if applicable, apply the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of the Indenture;

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if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with the Indenture; or

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if such Guarantor’s guarantee of the Senior Credit Facility is released or discharged or, at the Company’s option, if such Guarantor is not a guarantor of the Senior Credit Facility.

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upon any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation or any sale of all of the capital stock of that Guarantor) to a Person that is not the Company or a Subsidiary; provided that the Company shall, if applicable, apply the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of the Indenture;

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if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with the Indenture; and

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if such Guarantor’s guarantee of the Senior Credit Facility is released or discharged, or, at the Company’s option, if the Guarantor is not a guarantor of the Senior Credit Facility.

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holders subject to the alternative minimum tax;

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banks, insurance companies, or other financial institutions;

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tax-exempt organizations;

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dealers in securities or commodities;

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traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

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“U.S. holders” whose “functional currency” is not the U.S. dollar;

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persons that will hold the exchange notes as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; or

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persons deemed to sell the exchange notes under the constructive sale provisions of the Code.

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a citizen or resident of the U.S. as determined for federal income tax purposes;

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a corporation or partnership created or organized in or under the laws of the U.S. or any political subdivision of the U.S.;

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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or a trust that (1) is subject to the supervision of a court within the U.S. and the control of one or more U.S. persons or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

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fails to furnish its taxpayer identification number (“TIN”), which, for an individual, is ordinarily his or her social security number;

•

furnishes an incorrect TIN;

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is notified by the Internal Revenue Service that it has failed to properly report payments of interest or dividends; or

•

fails to certify, under penalties of perjury, that it has furnished a correct TIN and that the Internal Revenue Service has not notified the U.S. holder that it is subject to backup withholding.

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you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock that are entitled to vote within the meaning of Section 871(h)(3) of the Code;

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you are not a controlled foreign corporation that is related to us through stock ownership;

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you are not a bank whose receipt of interest on an exchange note is described in Section 881(c)(3)(A) of the Code; and

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(a) you provide your name and address, and certify, under penalties of perjury, that you are not a U.S. person (which certification may be made on an Internal Revenue Service Form W-8BEN (or a successor form)) or (b) a securities clearing organization, bank, or other financial institution that holds customers’ securities in the ordinary course of its business and holds the exchange note on your behalf and certifies, under penalties of perjury, that it has received Internal Revenue Service Form W-8BEN from you or from another qualifying financial institution intermediary, and, in certain circumstances, provides a copy of the Internal Revenue Service Form W-8BEN. If the exchange notes are held by or through certain foreign intermediaries or certain foreign partnerships, such foreign intermediaries or partnerships must also satisfy the certification requirements of applicable Treasury Regulations.

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that gain is effectively connected with your conduct of a trade or business in the U.S.;

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you are an individual who is present in the U.S. for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

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you are subject to Code provisions applicable to certain U.S. expatriates.

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a U.S. person;

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a controlled foreign corporation for U.S. federal income tax purposes;

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a foreign person 50% or more of whose gross income is effectively connected with a U.S. trade or business for a specified three-year period; or

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a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons, as defined in Treasury Regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a U.S. trade or business.

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(a)	Fiscal quarters in 2001 ended on March 30, June 29, September 28 and December 31.

(b)	Fiscal quarters in 2000 ended on March 31, June 30, September 29 and December 31.

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