TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Exhibit Index
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4

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Table of Contents

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

	•	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;
	•	for any period required by any rule, regulation or interpretation of the SEC applicable to the Offer; and
	•	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.

	(a)
		(i)	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);
		(ii)	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;
	(b)		there shall have been validly tendered and not properly withdrawn prior to the expiration of the Offer, a number of Inamed Shares which, together with any Inamed Shares that Allergan or Offeror beneficially owns, will constitute at least a majority of the total number of outstanding Inamed Shares on a fully diluted basis (as though all options or other securities convertible into or exercisable or exchangeable for Inamed Shares had been so converted, exercised or exchanged) as of the date that Offeror accepts the Inamed Shares for exchange;

2

      The conditions to the Offer set forth in the Allergan Merger Agreement (i) are for the sole benefit of Offeror, (ii) may be asserted by Offeror regardless of the circumstances giving rise to any of these conditions and (iii) may be waived by Offeror, provided that the conditions described in clauses (c)(i) and (d)(i) through (iii) are not waivable. Under the Allergan Merger Agreement, Inamed must consent before (A) Offeror waives the minimum tender condition described above, (B) Offeror adds any conditions to the Offer, (C) Offeror modifies any condition to the Offer in any manner adverse to the holders of Inamed Shares or (D) Offeror changes the form of consideration.

Completion and Effectiveness of the Inamed Merger

      The closing of the Inamed Merger will occur on the second business day after all of the conditions to completion of the Inamed Merger contained in the Allergan Merger Agreement, including the condition that the Offer shall have been completed, are satisfied or waived, unless the parties agree otherwise in writing (see “Conditions to the Merger” below). The Inamed Merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware.

Merger Consideration

      Upon completion of the Inamed Merger, each Inamed Share outstanding immediately prior to the effective time of the Inamed Merger will be cancelled and extinguished and converted into the right to receive, at the election of the holder (A) $84.00 in cash, without interest, or (B) 0.8498 of a share of Allergan common stock (including the associated preferred stock purchase rights), in each case subject to proration. This consideration will be paid upon surrender of the stock certificate formerly representing the canceled Inamed Shares in the manner provided in the Allergan Merger Agreement. Inamed Shares held by stockholders who validly exercise and perfect appraisal rights will be subject to appraisal in accordance with Delaware law as described further below under “—Appraisal Rights.”

      The maximum aggregate amount of cash payable pursuant to the Inamed Merger will be:

      The maximum aggregate number of shares of Allergan common stock payable pursuant to the Inamed Merger shall be:

      The stock merger consideration, together with the cash merger consideration, are sometimes referred to in this Current Report as the “merger consideration.” The percentages of cash and stock consideration also may be subject to adjustments to the extent necessary to protect the treatment of the Offer, the Inamed Merger and the Post-Closing Merger, collectively, as a reorganization under Section 368(a) of the Code, as provided in the Allergan Merger Agreement.

      Although Inamed stockholders do not have appraisal rights in connection with the Offer, Inamed Shares held by Inamed stockholders who properly demand payment for such shares in compliance with Section 262 of the Delaware General Corporation Law (the “DGCL”) will not be converted into the right to receive the merger consideration, but instead will be converted into the right to receive such consideration as may be determined to be due to such stockholder pursuant to Section 262. However, if any Inamed stockholder fails to perfect or otherwise waives, withdraws or loses the right to receive payment under Section 262, then that Inamed stockholder will not be paid in accordance with Section 262 and the Inamed Shares held by that Inamed stockholder will be exchangeable solely for the right to receive the merger consideration as set forth in the Allergan Merger Agreement.

Fractional Shares

      Allergan will not issue fractional shares of Allergan common stock in the Offer or the Inamed Merger. Instead, each holder of Inamed Shares who otherwise would be entitled to receive fractional shares of Allergan common stock will be entitled to an amount of cash (without interest) equal to such holders’ respective proportionate share of the proceeds from the sale of the aggregate fractional shares of Allergan common stock issued pursuant to the Offer or the Inamed Merger, as the case may be, made in the open market by the exchange agent for the Offer and the Inamed Merger on behalf of all such holders.

Top-Up Option

      Subject to certain terms and conditions in the Allergan Merger Agreement, Offeror has an irrevocable option to purchase up to that number of Inamed Shares equal to the lowest number of Inamed Shares that, when added to the number of Inamed Shares collectively owned by Allergan, Offeror and any of Allergan’s other subsidiaries immediately following consummation of the Offer, shall constitute 90% of the Inamed Shares then outstanding (on a fully diluted basis, after giving effect to any exercise of the “Top-Up” option) at a purchase price per Inamed Share of $84.00. The purchase price may be paid in cash, shares of Allergan common stock, a promissory note, or a combination thereof.

Conditions to the Merger

      In addition to the completion of the Offer, the respective obligations of Inamed, Allergan and Offeror to complete the Inamed Merger under the Allergan Merger Agreement are subject to the satisfaction of the following conditions:

Representations and Warranties

      The Allergan Merger Agreement contains customary representations and warranties of the parties. These include representations and warranties of Inamed with respect to: corporate organization and qualification; capitalization; subsidiaries; authority; SEC filings and financial statements; absence of undisclosed liabilities; litigation; absence of certain changes or events; compliance with laws and permits; material contracts and defaults; taxes; employee benefit plans; labor and employment matters; environmental matters; intellectual property; real property; regulatory compliance; insurance matters; opinion of financial advisors; brokers and finders; foreign corrupt practices and international trade sanctions; and additional representations regarding certain required amendments of the Inamed rights agreement.

      The Allergan Merger Agreement also contains customary representations and warranties of Allergan and Offeror, including among other things: organization and qualification; capitalization; authority; SEC filings; financial statements; absence of undisclosed liabilities; litigation; absence of certain changes or events; compliance with laws; environmental matters; intellectual property; regulatory compliance; financing and tax matters. The representations and warranties contained in the Allergan Merger Agreement expire at the effective time of the Inamed Merger.

     The representations, warranties and covenants made by the parties in the Allergan Merger Agreement are qualified by information contained in disclosure schedules delivered in connection with the execution of the Allergan Merger Agreement. Stockholders are not third party beneficiaries under the Allergan Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties or any of their affiliates.

No Solicitation of Other Offers by Inamed

      Under the terms of the Allergan Merger Agreement, subject to certain exceptions described below, Inamed has agreed that it and its subsidiaries, and directors, officers and employees of it and its subsidiaries, will not, directly or indirectly:

      For purposes of the restrictions described above, a “proposal to acquire Inamed” is any offer or proposal with respect to a potential or proposed:

      Under the Allergan Merger Agreement, Inamed is obligated to notify Allergan in writing within 48 hours after receiving any proposal to acquire Inamed or any request for nonpublic information or inquiry that could reasonably be expected to lead to any proposal to acquire Inamed. The notice must include the material terms and conditions of the potential proposal, and the identity of the person making the proposal. Inamed also must promptly keep Allergan informed of the status and details of the proposal, and must provide Allergan with a copy of all written materials provided in connection with such proposal.

      Notwithstanding the prohibitions described above, if Inamed receives an unsolicited bona fide written proposal to acquire Inamed, made after the Allergan Merger Agreement is executed, Inamed is permitted to participate or engage in discussions or negotiations with, and provide information to, the party making the proposal to acquire Inamed as long as:

      Prior to providing any information to, or participating in discussions or negotiations with, any person making the proposal to acquire Inamed, Inamed must provide written notice to Allergan and otherwise comply with the notice and information delivery requirements described above.

      A “superior proposal” for purposes of the Allergan Merger Agreement is an unsolicited, bona fide written offer made by a potential acquirer to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the assets of Inamed, or a majority of the total outstanding voting securities of Inamed and as a result of which the stockholders of Inamed immediately preceding the transaction would hold less than 50% of the equity interests in the surviving or resulting entity or its parent or subsidiary, on terms that are more favorable to Inamed’s stockholders than the terms of the Offer and the Inamed Merger, taking into account, among other matters, all legal, financial, regulatory and other aspects of such offer and the person making the proposal.

      Upon delivering notice to Allergan of Inamed’s receipt of a superior proposal, and if requested by Allergan, Inamed must negotiate in good faith with Allergan to revise the terms of the Allergan Merger Agreement to be superior to those in the purportedly superior proposal to acquire Inamed.

Changes of Recommendation

      The Allergan Merger Agreement contemplates that the Inamed board of directors will continue to recommend that Inamed stockholders tender their Inamed Shares pursuant to the Offer and adopt and approve the Allergan Merger Agreement.

      The Inamed board of directors or any committee thereof may not:

      Notwithstanding the foregoing, the Inamed board of directors may take such actions if, prior to receipt of the approval of stockholders necessary to complete the Inamed Merger:

Conduct of Business Before Completion of the Merger

      The Allergan Merger Agreement provides for certain restrictions on Allergan’s activities until either the completion of the Inamed Merger or the termination of the Allergan Merger Agreement. In general, Allergan is required to conduct its business only in the ordinary course consistent with past practice, and is subject to certain additional specific limitations on its actions and conduct prior to the Inamed Merger.

      The Allergan Merger Agreement provides for certain restrictions on the activities of Inamed and its subsidiaries until either the completion of the Inamed Merger or the termination of the Allergan Merger Agreement. In general, under the Allergan Merger Agreement, Inamed and its subsidiaries must:

      In addition, the Allergan Merger Agreement provides for a number of additional restrictions on Inamed’s actions and conduct prior to the Inamed Merger.

Antitrust Approval

      Under the Allergan Merger Agreement, Allergan and Inamed are to cooperate and use their reasonable best efforts to:

      Immediately prior to the effective time of the Inamed Merger, each outstanding option under the Inamed stock plans will become fully vested and exercisable. At the effective time of the Inamed Merger and without any action on the part of the parties to the Allergan Merger Agreement or any holder of such stock options, each then outstanding option will be canceled and converted into and will thereafter represent only the right to receive an amount of cash equal to 45% of the “in the money” value of the option and a number of shares of Allergan common stock with a value equal to 55% of the “in the money” value of the option (with cash paid instead of any fractional shares).

      All outstanding rights that Inamed may hold immediately prior to the effective time of the Inamed Merger to acquire unvested Inamed Shares issued pursuant to the Inamed restricted stock plan will lapse as of the effective time of the Inamed Merger, such that holders of restricted stock will be entitled to receive the merger consideration payable pursuant to the Inamed Merger with respect to their restricted Inamed Shares.

Directors’ and Officers’ Indemnification

      Under the Allergan Merger Agreement, Allergan will, to the fullest extent permitted by law, and will cause Offeror to, honor all of Inamed’s obligations to indemnify its current or former directors or officers for acts or omissions by such directors and officers occurring prior to the effective time of the Inamed Merger. In addition, for a period of six years following the effective time of the Inamed Merger, Allergan must provide directors and officers insurance coverage and the certificate of incorporation and bylaws of Offeror must contain provisions no less favorable with respect to indemnification and exculpation of present and former directors and officers of Inamed than are presently set forth in Inamed’s and its subsidiaries’ certificates of incorporation and bylaws.

Termination of the Allergan Merger Agreement

      The Allergan Merger Agreement may be terminated at any time before the effective time of the Inamed Merger:

      Under the Allergan Merger Agreement, Allergan may terminate the Allergan Merger Agreement if:

      Inamed may terminate the Allergan Merger Agreement if:

Termination Fees and Expenses

      Except as set forth below, all costs and expenses incurred in connection with the Allergan Merger Agreement will be paid by the party incurring the same.

      The Allergan Merger Agreement provides that Inamed will pay Allergan $10 million within two business days following termination if the Allergan Merger Agreement is terminated by Allergan due to Inamed’s breach of any representation, warranty, covenant or agreement which would result in a failure of a condition to the Offer that is not waived by Offeror; provided that Allergan has given Inamed prior written notice of Allergan’s intent to terminate the Allergan Merger Agreement and Inamed has not cured the applicable breach within ten business days or, if sooner, by one business day prior to the termination date.

      The Allergan Merger Agreement provides that Inamed will pay Allergan a termination fee of $100 million, less any amount previously paid as specified above, at the earlier of the date that Inamed enters into a definitive agreement providing for an acquisition of Inamed or the date of the consummation of such a transaction if:

      The Allergan Merger Agreement further provides that Inamed will pay Allergan a termination fee of $100 million within two business days following termination of the Allergan Merger Agreement if the Allergan Merger Agreement is terminated by Allergan because:

      Inamed will also pay Allergan a termination fee of $100 million concurrently with the termination of the Allergan Merger Agreement if the Allergan Merger Agreement is terminated by Inamed prior to the completion of the Offer, upon or following a Company Change of Recommendation or otherwise in order for Inamed to enter into a definitive agreement with respect to or otherwise to accept a proposal to acquire Inamed.

     Allergan Termination Fees

      The Allergan Merger Agreement provides that Allergan will pay Inamed $10 million within two business days following termination if the Allergan Merger Agreement is terminated by Inamed 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 contained in the Allergan Merger Agreement, 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.

      Under the Allergan Merger Agreement, Allergan will also pay Inamed a termination fee of $90 million, in addition to any amount previously paid as specified above, within two business days following the date of termination if:

      Inamed will not be entitled to such Allergan termination fees if Inamed elects to file suit or otherwise seeks to recover money damages from Allergan.

Effect of Termination

      In the event of termination of the Allergan Merger Agreement prior to the effective time of the Inamed Merger in accordance with the terms of the Allergan Merger Agreement, the Allergan Merger Agreement will become void, and there shall be no liability or further obligation on the part of Allergan, Offeror, or Inamed, except to the extent that the termination results from the willful and material breach by a party of the Allergan Merger Agreement, and other than the payment of fees and expenses described above under “Termination Fees and Expenses,” certain provisions relating to confidentiality, and certain general provisions which will survive the termination.

Tax Treatment

      Allergan and Inamed intend the Inamed Merger, taken together with the Offer and the Post-Closing Merger, to qualify for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Each of Allergan, Offeror and Inamed shall use its best efforts to cause the Inamed Merger, taken together with the Offer and the Post-Closing Merger, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. None of Allergan, Offeror, Company, or their respective subsidiaries shall take, or agree to take, any action (including any action otherwise permitted by the Allergan Merger Agreement) that could prevent or impede the Inamed Merger, taken together with the Offer and the Post-Closing Merger, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Item 8.01. Other Events.

      On December 13, 2005, Allergan issued a press release acknowledging that Inamed’s board of directors had changed its recommendation of Allergan’s exchange offer, and now recommends that Inamed stockholders tender their Inamed shares pursuant to Allergan’s exchange offer upon the execution of the Allergan Merger Agreement and the amendment of the terms of the exchange offer to conform to the exchange offer terms in such agreement. Allergan’s press release also acknowledged that Inamed and Medicis had each publicly announced the termination of their merger agreement. A copy of Allergan’s press release is attached as Exhibit 99.3 hereto and is incorporated herein by this reference.

     On December 16, 2005, Allergan issued a press release announcing the extension of the expiration date of the Offer to 5:00 P.M. Eastern Time on Monday, January 9, 2006 from the previously scheduled expiration date of 12:00 midnight, Eastern Time, on Tuesday, December 20, 2005. Allergan also announced it had received a request for additional information, referred to as a second request, from the Federal Trade Commission, pursuant to the HSR Act, in connection with the proposed acquisition of Inamed. A copy of Allergan’s press release is attached as Exhibit 99.4 hereto and is incorporated herein by this reference.

     On December 20, 2005, Allergan and Inamed issued a joint press release announcing the execution of the Allergan Merger Agreement, as described in Item 1.01 above. The release also noted that Inamed and Ipsen Ltd. had entered into a termination agreement pursuant to which, subject to the consummation of Allergan’s acquisition of Inamed, all rights related to Ipsen’s Botulinum Toxin type A pharmaceutical product previously granted by Ipsen to Inamed would be returned to Ipsen, and all worldwide rights in the Reloxin^® trademark would be assigned to Ipsen. Under the terms and subject to the conditions of that agreement, the return of the rights to the Botulinum Toxin type A pharmaceutical product to Ipsen, and the assignment of the worldwide rights in the Reloxin^® trademark to Ipsen would be made in consideration for payment by Ipsen of ten million US dollars to Inamed. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by this reference.

     Pursuant to Rule 439 promulgated under the Securities Act of 1933, as amended, Allergan requested that Inamed cooperate in obtaining the consent of KPMG, LLP, Inamed’s independent registered public accountants, to being named in the Registration Statement and to the incorporation by reference of its audit report included in Inamed’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Allergan also requested that KPMG, LLP provide Allergan with their consent required for Allergan to incorporate by reference into the Registration Statement the audit report included in Inamed’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004. On December 19, 2005 KPMG, LLP provided the requested consent to Allergan. A copy of such consent was filed by Allergan as an exhibit to Amendment No. 2 to the Registration Statement.

     The consolidated financial statements and related financial statement schedule of Inamed and subsidiaries as of December 31, 2004 and 2003, and for each of the years in the three-year period ended December 31, 2004, and Inamed management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 are being incorporated by reference in the Registration Statement in reliance upon the reports of KPMG, LLP, independent registered public accounting firm, incorporated by reference in the Registration Statement, and upon the authority of said firm as experts in accounting and auditing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.		Description of Exhibit
99.1		Joint press release issued by Allergan, Inc. and Inamed Corporation on December 20, 2005.
99.2		Agreement and Plan of Merger, dated as of December 20, 2005, by and among Allergan, Inc., Banner Acquisition, Inc. and Inamed Corporation.
99.3		Allergan, Inc. press release dated December 13, 2005.
99.4		Allergan, Inc. press release dated December 16, 2005.

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