Allergan Annual Report 2005
The Acquisition of Inamed
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The goal of the acquisition of Inamed is to create a world-leading franchise in medical aesthetics in the dermatology and plastic surgery channels in the United States and many markets around the world, and furthermore, to realize cross-selling opportunities between our large and growing BOTOX® Cosmetic/VISTABEL®/VISTABEX™ franchise and Inamed’s product lines.

Inamed’s portfolio of businesses — breast aesthetics, dermal fillers and obesity intervention products, led by the proprietary LAP-BAND® device — are each positioned in specialty markets that offer attractive high-growth characteristics. The growth of these markets is driven by a global trend of increasing personal expenditures on health and appearance. The LAP-BAND® addresses the global obesity health crisis with one of the least invasive surgical options.

Another attractive characteristic of Inamed is that the breast aesthetics and dermal filler markets are primarily cash businesses where the patients pay out-of-pocket. Although we are confident that we are in an excellent position regarding contracting with Medicare Part D providers thanks to our strong market positions in our specialties, Inamed’s cash businesses provide a good hedge against the future potential of a more restrictive reimbursement environment. Our assessment is that Allergan’s skills in reimbursement as well as marketing and direct-to-consumer advertising of health products will add great value to the Inamed businesses.

In March 2006, our acquisition of Inamed was approved by the U.S. Federal Trade Commission (FTC) and was previously cleared by the antitrust authorities in Germany and Spain in January 2006.

At the close of the transaction we paid Inamed’s stockholders a combination of cash and Allergan stock valued at approximately $3.3 billion. Thanks to synergies that we expect to realize in our sales and marketing operations based on overlap in the sales channels between Allergan and Inamed products as well as a reduction in combined administrative expenses, we believe that the transaction will be neutral to our adjusted EPS in 2006 and will generate financial accretion to adjusted EPS in 2007. We have already proceeded rapidly with integrating Inamed into our worldwide operations with the goal of completing the key processes within 100 days after closing.

Inamed’s clinical development pipeline should provide further growth catalysts in the short-term. In September 2005, Inamed received an approvable letter from the FDA for its filing of a Pre-Market Approval (PMA) application for its responsive gel silicone breast implants. The same responsive gel implants, along with a new and unique BIODIMENSIONAL® Cohesive Gel Matrix implant, are under review by the FDA and Health Canada. Where silicone and saline implants are available, physicians and their patients tend to prefer silicone to saline breast implants. In fact, in those international markets where both saline and silicone implants are available for breast augmentation, silicone captures approximately 90 percent of the market. Furthermore, silicone implants are sold overseas at a considerable premium to saline product prices, which should lead to a major expansion of the market in North America upon approval.

Also, in December 2005, Inamed completed its filing of a PMA application to the FDA for JUVÉDERM™, a dermal filler licensed from the Corneal Group in France. JUVÉDERM™ is a next-generation hyaluronic acid and one of the most competitive dermal fillers in the world, marketed under the trade name HYDRAFILL™ in Europe. We expect to receive approval for JUVÉDERM™ in the United States between late 2006 and early 2007.

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