MANUFACTURING AND SUPPLY AGREEMENT



THIS MANUFACTURING AND SUPPLY AGREEMENT this ("Agreement") is effective as of

June 30, 2002 the ("Effective Date") by and between Allergan, Inc., a Delaware

corporation, on behalf of itself and its Affiliates ("Allergan"), having an

address at 2525 Dupont Drive, Irvine, California 92612 and Advanced Medical

Optics, Inc., a Delaware corporation, on behalf of itself and its affiliates

("AMO").



                                    RECITALS



A. Prior to the date hereof, AMO was a wholly owned subsidiary of Allergan.



B. Pursuant to that certain Contribution and Distribution Agreement, by and

between Allergan and AMO (the "Contribution Agreement"), Allergan by the

effective date hereof, will have spun off AMO by distributing a special dividend

to all of the Allergan stockholders consisting of all of the outstanding shares

of stock of AMO held by Allergan (the "Distribution").



C. Allergan currently manufactures and distributes various optical medical

devices and contact lens care products for AMO, each as more particularly

described in Exhibit "A" attached hereto.



D. AMO desires that Allergan continue, after the Distribution, to manufacture

and supply to AMO the Product(s) (as that term is defined herein) upon the terms

and conditions contained herein and Allergan desires to manufacture and supply

to AMO the Product(s) upon the terms and conditions contained herein.



                                    AGREEMENT



NOW THEREFORE, in consideration of the covenants contained herein, the above

recitals, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto agree as follows:



Section 1. Definitions



A. "Affiliates" of a party shall mean any corporation or other business entity

controlling, controlled by, or under common control with such party.



B."Batch" shall mean that predetermined  quantity of finished  Product(s) listed

on and associated with a Product on Exhibit "A".



C. "CE Mark" shall mean the mark of conformity with one or more applicable

directives of the European Union.



D. "CFR" shall mean the United States Code of Federal Regulations.



                                                                          Page 1



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E. "COA" has the meaning given to it in Section 2.4.



F. "Control" (including "controlling", "controlled by" and "under common control

with" of any party, corporation, or other business entity) shall mean the direct

or indirect ownership of more than fifty percent (50%) of the voting or income

interest in such party, corporation, or other business entity, respectively.



G. "Contract Year" shall mean the twelve (12) month period following the

Effective Date of this Agreement and each subsequent twelve (12) month period

during the term of this Agreement.



H. "Cost" shall mean Allergan's cost to manufacture including direct labor,

direct material and overhead. Allergan uses full absorption inventory costing,

which includes all direct and indirect production costs. Direct and indirect

production costs are those costs incident to and necessary for production or

manufacturing operations or processes. Cost shall be consistent with the costing

methodology used by Allergan in determining 2002 prices and will be determined

in accordance with generally accepted accounting principles ("GAAP").



I. "cGMPs" shall mean the standards established by the FDA for current Good

Manufacturing Practices, as specified in 21 CFR Section 820 Quality System

Regulations; 21CFR Section 807 Establishment Registration and Device Listing for

Manufacturers of Devices; 21 CFR Section 803 Medical Device Reporting; 21CFR

Section 801 Labeling; 21CFR Section 810 Medical Devices Recall Authority; 21 CFR

Section 806 Medical Devices Reports of Corrections and Removals; the Federal

Food, Drug and Cosmetic Act, as amended; EN46000, 1 and/or 2; ISO 9001 and/or

9002; and the standards established in the European Union's Council Directive

93/42/EEC of 6/14/93 Concerning Medical Devices (the "MDD").



J. "ECR" (Engineering Change Request) shall mean the master change control form

defined by the Allergan Worldwide Specifications Change Control System used to

document requested changes to Product(s) Specifications or Packaging and

Labeling Specifications.



K. "Ex works" (or "EXW") means that the seller delivers title when it places the

goods at the disposal of the buyer at the seller's premises or another named

place not cleared for export and not loaded on any collecting vehicle, as

defined in the International Chamber of Commerce Incoterms 2000.



L. "Excess Materials" shall mean Raw Materials on hand and ordered consistent

with AMO's forecast at the agreed upon lead times and for which the forecasted

use is in excess of twelve (12) months. This would be a result of cancellations,

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