Exhibit 4.5


 


AMENDMENT NO. 4 TO
AMENDED AND RESTATED RIGHTS AGREEMENT


This Amendment No. 4 to
Amended and Restated Rights Agreement (this “Amendment”),
dated as of December 20, 2005, between Inamed Corporation, a Delaware
corporation (the “Company”),
and U.S. Stock Transfer Corporation, as Rights Agent (the “Rights
Agent”), amends that certain Amended and Restated Rights
Agreement, dated as of November 16, 1999, as amended by the certain Amendment
No. 1 to Amended and Restated Rights Agreement, dated as of December 22, 1999,
that certain Amendment No. 2 to Amended and Restated Rights
Agreement, dated as of April 1, 2002, and that certain Amendment No. 3 to
Amended and Restated Rights Agreement, dated as of March 20, 2005 (collectively, the “Rights
Agreement”).


WHEREAS, the Company and
the Rights Agent have heretofore executed and entered into the Rights
Agreement.  Pursuant to Section 27
of the Rights Agreement, the Company may from time to time supplement or amend
the Rights Agreement in accordance with the provisions of Section 27
thereof and the Company desires and directs the Rights Agent to so amend the
Rights Agreement.  All acts and things
necessary to make this Amendment a valid agreement according to its terms have
been done and performed, and the execution and delivery of this Amendment by
the Company and the Rights Agent have been in all respects authorized by the
Company and the Rights Agent.


WHEREAS, as permitted by
Section 3(a)(ii) of the Rights Agreement, on December 6, 2005, the Company
extended the Distribution Date (as that term is defined in the Rights
Agreement)  to December 19, 2005 in
connection with the commencement of an exchange offer by Allergan, Inc. a
Delaware corporation (“Allergan”), and Banner Acquisition, Inc., a Delaware
corporation and wholly-owned subsidiary of Allergan (“Banner).


WHEREAS, the Company
proposes to enter into an Agreement and Plan of Merger (as the same may be
amended from time to time, the “Merger Agreement”),
dated as of December 20, 2005, with Allergan and Banner.


In consideration of the
foregoing premises and mutual agreements set forth in the Rights Agreement and
this Amendment, the parties hereto agree as follows:


1.             Section 1(a) of the Rights
Agreement is hereby amended by replacing the final sentence thereof with
following:


“Notwithstanding the foregoing, Allergan, Inc., a Delaware corporation
(“Allergan”), or any Affiliate or Associate thereof, including Banner Acquisition,
Inc., a Delaware corporation and wholly-owned subsidiary of Allergan (“Merger
Sub”), shall not become an “Acquiring Person” as a result of (i) the approval,
execution or delivery of that certain Agreement and Plan of Merger, dated as of
December 20, 2005, by and among the Company, Allergan and Merger Sub (as
the same may be amended from time to time, the “Merger Agreement”), including
the approval, execution and delivery of any amendments thereto, (ii) the
consummation of the Exchange Offer or the Merger pursuant to, and as defined in,
the Merger Agreement, (iii) the acceptance for payment and purchase or exchange
of Common Shares pursuant to the Merger Agreement, (iv) the announcement of the
Merger Agreement, the Exchange Offer or 


 





















 


the Merger, or (v) the consummation of any other transaction
contemplated by the Merger Agreement.”


2.             Section 1(g) of the Rights Agreement is hereby
amended by replacing the final sentence thereof with following:


“Notwithstanding anything
in this Agreement to the contrary, no Distribution Date shall be deemed to have
occurred solely as a result of (i) the approval, execution or delivery of the
Merger Agreement, including the approval, execution and delivery of any
amendments thereto, (ii) the consummation of the Exchange Offer or the Merger
pursuant to, and as defined in, the Merger Agreement, (iii) the acceptance for
payment and purchase or exchange of Common Shares pursuant to the Merger
Agreement, (iv) the announcement of the Merger Agreement, the Exchange Offer or
the Merger, or (v) the consummation of any other transaction contemplated
by the Merger Agreement, provided that the Distribution Date shall be deemed to
occur immediately prior to any time as Allergan or Merger Sub (or any Affiliate
or associate thereof) shall become an Acquiring Person.”


3.             Section 1(m) of the Rights
Agreement is hereby amended by adding as the final sentence thereof the
following:


“Notwithstanding
anything in this Agreement to the contrary, no Shares Acquisition Date shall be
deemed to have occurred solely as a result of (i) the approval, execution
or delivery of the Merger Agreement, including the approval, execution and
delivery of any amendments thereto, (ii) the consummation of the Exchangen
Offer or the Merger, pursuant to the Merger Agreement, (iii) the acceptance for
payment and purchase or exchange of Common Shares pursuant to the Merger
Agreement, (iv) the announcement of the Merger Agreement, the Exchange Offer or
the Merger, or (v) the consummation of any other transaction contemplated by
the Merger Agreement.”


4.             Section 11(a)(ii) of the
Rights Agreement is hereby amended by adding as the final sentence thereof the
following:


“Notwithstanding
the foregoing, this Section 11(a)(ii) shall not be deemed to apply to any of
the following: (i) the approval, execution or delivery of the Merger Agreement,
including the approval, execution and delivery of the amendments thereto (ii)
the consummation of the Exchange Offer or the Merger pursuant to, and as
defined in, the Merger Agreement, (iii) the acceptance for payment and purchase
or exchange of Common Shares pursuant to the Merger Agreement, (iv) the
announcement of the Merger Agreement, the Exchange Offer or the Merger, or
(v) the consummation of any other transaction contemplated by the Merger
Agreement.”


 





















 


5.             Section 13 of the Rights
Agreement is hereby amended by adding as the final sentence thereof the
following:


“Notwithstanding
anything in this Agreement to the contrary, none of the events described in
clauses (a) through (c) of the first sentence of this Section 13
shall be deemed to have occurred solely as a result of (i) the approval,
execution or delivery of the Merger Agreement, including the approval,
execution and delivery of any amendments thereto (ii) the consummation of the
Exchange Offer or the Merger pursuant to, and as defined in, the Merger
Agreement, (iii) the acceptance for payment and purchase or exchange of Common
Shares pursuant to the Merger Agreement, (iv) the announcement of the Merger
Agreement, the Exchange Offer or the Merger, or (v) the consummation of
any other transaction contemplated by the Merger Agreement.”


6.             Section 25(a) of the Rights
Agreement is hereby amended by adding as the final sentence thereof the
following:


“Notwithstanding
the foregoing, this Section 25(a) shall not be deemed to apply to any of the
following:  (i) the approval, execution
or delivery of the Merger Agreement, including the approval, execution and
delivery of any amendments thereto (ii) the consummation of the Exchange Offer
or the Merger pursuant to, and as defined in, the Merger Agreement, (iii) the
acceptance for payment and purchase or exchange of Common Shares pursuant to
the Merger Agreement, (iv) the announcement of the Merger Agreement, the
Exchange Offer or the Merger, or (v) the consummation of any other
transaction contemplated by the Merger Agreement.”


7.             This Amendment shall be deemed
effective as of, and immediately prior to, the execution and delivery of the
Merger Agreement.  Except as expressly
amended hereby, the Rights Agreement remains in full force and effect in
accordance with its terms.


8.             This Amendment to the Rights
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.


9.             This Amendment may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed an original, and all such counterparts shall together constitute but
one and the same instrument.


10.           Except as expressly set forth herein,
this Amendment shall not by implication or otherwise alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Rights Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.


11.           Capitalized terms used herein but not
defined shall have the meanings given to them in the Rights Agreement.


 





















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement
to be duly executed as of the day and year first above written.


	
   

  	
  Inamed
  Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph A.
  Newcomb

  
	
   

  	
   

  	
  Name:

  	
  Joseph A.
  Newcomb

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President,

  Secretary and General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S. STOCK TRANSFER CORPORATION, as Rights Agent 

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard C.
  Brown

  
	
   

  	
   

  	
  Name:

  	
  Richard C. Brown

  
	
   

  	
   

  	
  Title:

  	
  Vice President