EXHIBIT 10.30  ASSIGNMENT AGREEMENT  This Assignment Agreement
(Agreement) is made and entered into as of this 16th day of October, 2000, by
and between MEDICAL PRODUCTS DEVELOPMENT, INC. (MPDI), having its principal
place of business at 915 San Antonio Creek Road, Santa Barbara, California
93111, INAMED CORPORATION (INAMET), having its principal place of business at
5540 Ekwill Street, Santa Barbara, California 93111, and McGHAN MEDICAL
CORPORATION (MMC), having its principal place of business at 700 Ward Drive,
Santa Barbara, California 93111.  WHEREAS, MPDI believes it is the owner of all
rights, title and interest in and to U.S. Patent Nos. B1 4,889,744, B1
5,007,929 and 5,674,285, a related reissue application and certain foreign
counterpart patents, and  WHEREAS, there is currently pending between MPDI and
McGhan an action in the United States District Court for the Central District
of California, captioned Medical Products
Development, Inc. v. McGhan Medical Corporation, CV-99-00053 JSL (CWx),
and  WHEREAS, the parties hereto wish to make certain
patent and patent rights assignments as specifically described herein, and to
resolve the above mentioned action.  NOW, THEREFORE,in consideration of the
promises and mutual covenants contained herein, MPDI, INAMED and MMC agree as
follows:  1.0          DEFINITIONS  1.1Affiliates
shall mean any entity, at least fifty-one percent (51%) of which is owned or
controlled by a party to this Agreement.  1.2Agreement
shall mean this Assignment Agreement.  1.3Civil
Action shall mean the lawsuit currently pending between MPDI and MMC in the
United States District Court for the Central District of California captioned Medical Products Development, Inc. v. McGhan Medical
Corporation, CV-99-00053 JSL (CWx).  1.4Effective
Date shall mean October 16, 2000.  
  Portions of the
exhibit marked by [***] have been redacted  2.0          ASSIGNMENTS  2.1MPDI agrees to
assign to INAMED all its rights, title and interest in U.S. Patent Nos. B1
4,889,744, B1 5,007,929 and 5,674,285, Australian Patent No. 617,667 and
Canadian Patent No. 1,322,441, and all divisions and continuations of said
applications, as well as all patents which may be granted thereon, and all
reissues, reexaminations and extensions thereof including Reissue Application
No. 09/413,887, all priority rights available under all available international
agreements, treaties and conventions for the protection of intellectual
property, and any and all of MPDIs rights, claims and causes of action for
damages or royalties for any past, present and future infringements of thus
patents, by the execution before a notary public and delivery to INAMED of the
assignment attached hereto as Exhibit A.  2.2MPDI
represents that is it the owner or United States Patent Nos. B1 4,889,744, B1
5,007,929 and 5,674,285, and said foreign counterparts and reissue application,
and has the right to make the assignments described in sub-section 2.1 above.  2.3MPDI
agrees that it and its officers Peter LeVay and Joel Quaid will provide reasonable
cooperation to INAMED in any future proceedings to secure or enforce the patent
rights assigned in Section 2.1 above, including, but not limited to executing
declarations and confirmatory assignments and testifying by deposition or at
trial, if necessary. INAMED agrees to reimburse MPDI for its reasonable
out-of-pocket costs in providing such cooperation.  3.0          PAYMENTS
TO MPDI  3.1INAMED
and MMC agree to pay to MPDI, on or before October 16, 2000, the sum of [***]
Dollars [***].  3.2In
addition to the payment required in subsection 3.1, above, INAMED and MMC agree
to execute and deliver to MPDI, on or before October 16, 2000, three promissory
notes in the respective principal amounts of (a) [***] Dollars [***], (b) [***]
Dollars [***], and (c) [***] Dollars [***] in the forms of substances attached
hereto as Exhibits B, C, and D.  3.3INAMED
and MMC agree that if they fail to timely make to MPDI or its assignees any of
the payments required by subsection 3.1, above, or required by any of the promissory
notes described in subsection 3.2, above, and that if such failure is not cured
within 15 days of the date such payment was due, that all payments due to MPDI
pursuant to this Agreement and said promissory notes will be accelerated to
become immediately due and payable in full, less any payments previously made
pursuant to this Agreement by INAMED to MPDI or its assignee(s).  2 
  4.0          DISMISSAL
OF PENDING LITIGATION  4.1MPDI
and MMC agree to dismiss, without prejudice, the pending Civil Action by the
execution and lodging with the District Court or a Stipulation of Dismissal
Without Prejudice and Order Thereon in the form and substance attached hereto
as Exhibit E. Notwithstanding said dismissal, the parties to this Agreement
agree that the United States District Court in which the Civil Action was
pending retains jurisdiction to enforce this Agreement and the rights created
thereunder.  5.0          RELEASES  5.1Except
for the rights and obligations created by and pursuant to this Agreement, MPDI
agrees to forever release and discharge INAMED, MMC and their Affiliates, and
each of their assigns, officers, directors, managers, administrators, agents,
employees, representatives, attorneys, parents, stockholders and all persons
acting by, under, through or in concert with any such entity or person from any
and all claims, demands, actions, causes of action and charges of any nature,
whether known or unknown, suspected or unsuspected, fixed or contingent,
whether filed or prosecuted, which MPDI now has, claims to have, or at any time
heretofore had, or claimed to have had, against INAMED and/or MMC before the
Effective Date of this Agreement.  5.2Except
for the rights and obligations created by and pursuant to this Agreement,
INAMED and MMC agree to forever release and discharge MPDI and each of its
assigns, officers, directors, managers, administrators, agents, employees,
representatives, attorneys, parents, stockholders and all persons acting by,
under, through or in concert with any such entity or person from any and all
claims, demands, actions, causes of action and charges of any nature, whether
known or unknown, suspected or unsuspected, fixed or contingent, whether filed
or prosecuted, which INAMED or MMC now have, claim to have, or at any time
heretofore had, or claimed to have had, against MPDI before the Effective Date
of this Agreement.  5.3MPDI,
INAMED and MMC agree to intend that the releases referenced in this Agreement
shall include the claims described above which MPDI may have had against INAMED
and/or MMC and which INAMED and/or MMC may have had against MPDI and that all
parties hereto waive and relinquish the provisions, rights, and benefits of
Section 1542 of the California Civil Code, and that any other statutory or
decisional authorities to the same effect are expressly waived. Section 1542 of
the Civil Code reads as follows:  A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.  5.4In
waiving the provisions of Section 1542 of Civil Code, MPDI, INAMED and MMC
acknowledge that they may hereafter discover facts in addition to or different  3 
  from those which they now believe to be true
with respect to the subject matter of the disputes and other matters hereby
released, but agree that they have taken that possibility into account in
reaching this Agreement, and that the limited releases herein given shall be
and remain in effect as limited releases notwithstanding the discovery or
existence of any such additional or different facts, as to which the risk is
expressly waived.  6.0          FEES AND
COSTS  6.1MPDI,
INAMED and MMC agree that each party will bear its own costs and attorneys
fees in connection with all past disputes resolved by this Agreement.  6.2MPDI,
INAMED and MMC further agree that in the event that any dispute arises under
this Agreement, the prevailing party in any legal action filed concerning this
Agreement will be entitled to recover attorneys fees and costs.  7.0          COMPLETE
AGREEMENT  7.1MPDI,
INAMED, and MMC agree that this Agreement constitutes the complete and final
Agreement between the parties and supersedes all previous negotiations,
communications, and/or express or implied agreements between the parties,
including but not limited to the Exclusive License Agreement made as of the
17th day of December, 1986. No modification of the Agreement shall be valid
unless in writing and signed by the party against whom the modification is
sough to be enforced.  8.0          COUNTERPARTS  8.1MPDI,
INAMED and MMC agree that this Agreement may be executed in one or more
counterparts, which may be signed and exchanged by the parties by telecopier,
each of which shall be deemed an original, all which together shall constitute
one in the same instrument.  9.0          LEGALITY  9.1MPDI,
INAMED and MMC agree that if any provision of this Agreement is deemed to be
illegal, invalid or unenforceable for any reason, it shall not effect the
legality, validity or enforceability of any other provision contained herein.  10.0        WAIVER  10.1MPDI,
INAMED, and MMC agree that any waiver of any breach of this Agreement shall not
constitute a waiver of any subsequent breach.  4 
  11.0        CONFIDENTIALITY  11.1MPDI, INAMED
and MMC agree to keep the terms and conditions of this Agreement confidential,
except for such disclosures required to governmental entities and for legal
proceedings  12.0        WARRANTY  12.1The person
signing below on behalf of each party hereby warrants that they are the
authorized representative of the party for whom they are signing and have full authority
to enter into this Agreement and unconditionally bind the party to all terms
and conditions stated herein.  13.0        ASSIGNMENT  13.1INAMED and MMC
agree that all of MPDIs rights and obligations under this Agreement may be
assigned to, and assumed by Peter LeVay and Joel Quaid.  14.0        ADDRESSES
FOR NOTIFICATION AND PAYMENT  14.1All payments in
connection with this Agreement shall be made by certified checks payable to the
order of Medical Products Development, Inc. sent by overnight delivery service
to the address set forth below:  Peter LeVay Medical Products
Development, Inc. 915 San Antonio Creek Road Santa Barbara, CA 93111  14.2All
notices in connection with this Agreement should be sent by overnight delivery
service to the addresses set forth below:  For MPDI:  Peter LeVay Medical Products
Development, Inc. 915 San Antonio Creek Road Santa Barbara, CA 93111  5 
  For INAMED and MMC:  General Counsel Inamed Corporation 11 Penn Plaza, Suite 946 New York, New York 10001  Courtesy Copy To:  Christopher Chalsen, Esq. Milbank, Tweed, Hadley &
McCloy LLP 1 Chase Manhattan Plaza New York, NY 10005  IN WITNESS WHEREOF, the parties represent that
they have read and understand the terms of this Agreement and had the
opportunity to consult with their respective counsel regarding this Agreement,
and hereby give their consent without reservation to the terms contained
herein.  Medical
  Products Development, Inc.By:
  
  /s/ Joel QuaidJoel Quaid, its PresidentInamed
  CorporationBy:Ilan K. Reich, its
  President and
  Co-Chief Executive OfficerMcGhan
  Medical CorporationBy:Ilan K. Reich, its Vice
  President    6 
  For INAMED and MMC:  General Counsel Inamed Corporation 11 Penn Plaza, Suite 946 New York, New York 10001  Courtesy Copy To:  Christopher Chalsen, Esq. Milbank, Tweed, Hadley &
McCloy LLP 1 Chase Manhattan Plaza New York, NY 10005  IN WITNESS WHEREOF, the parties represent that
they have read and understand the terms of this Agreement and had the
opportunity to consult with their respective counsel regarding this Agreement,
and hereby give their consent without reservation to the terms contained herein.  Medical
  Products Development, Inc.By:Joel Quaid, its PresidentInamed
  CorporationBy:
  
  /s/ Ilan K. ReichIlan K. Reich, its
  President and
  Co-Chief Executive OfficerMcGhan
  Medical CorporationBy:
  
  /s/ Ilan K. ReichIlan K. Reich, its Vice
  President     7 
  ASSIGNMENT  WHEREAS, MEDICAL
PRODUCTS DEVELOPMENT, INC., a California Corporation, having a place
of business at 915 San Antonio Creek Road, Santa Barbara, California 93111
(ASSIGNOR herein), owns the following patent reissue application and patents:  Inventor
  
  U.S.
  Reissue Application No.
  
  Filing
  Date
  
  TitleJoel Quaid
  
  09/413,887
  
  10/06/99
  
  Mammary Implant Having
  Shell With Unitary Rough-Textured Outer LayerInventor
  
  Patent
  No.
  
  Issue
  Date
  
  TitleJoel Quaid
  
  B1 4,889,744
  
  03/09/93
  
  Method For Making
  Open-Cell Silicone Elastomer Medical ImplantJoel Quaid
  
  B1 5,007,929
  
  07/09/93
  
  Open-Cell Silicone
  Elastomer Medical ImplantJoel Quaid
  
  5,674,285 [subject to
  reissue application 09/413,887]
  
  12/12/95
  
  Mammary Implant Having
  Shell With Unitary Rough-Textured Outer LayerInventor
  
  Foreign
  Patent No.
  
  Issue
  Date
  
  TitleJoel Quaid
  
  617,667 [Australia]
  
  03/12/92
  
  Open-Cell,
  Silicone-Elastomer Medical Implant And Method For MakingJoel Quaid
  
  1,322,441 [Canada]
  
  09/28/93
  
  Open-Cell,
  Silicone-Elastomer Medical Implant And Method For Making   AND WHEREAS,INAMED CORPORATION, a Delaware corporation, having a place of
business at 5540 Ekwill Street, Santa Barbara, California 93111 (together with
any successors, legal representatives or assigns thereof, called ASSIGNEE
herein) wants to acquire the entire right, title, and interest in and to said
patents and reissue patent application.  NOW, THEREFORE, in consideration of certain
monies paid and promised to be paid, ASSIGNOR has sold, assigned, transferred
and set over, and does sell, assign, transfer and set over to ASSIGNEE the
entire right, title, and interest in and to said patents and reissue patent
application, and all divisions and continuations thereof, and all United States
Letters Patents which may be granted thereon and all reissues, reexaminations
and extensions of all said patents, and all priority rights under all available
International  8 
  Agreements, Treaties and Conventions for the
protection of intellectual property in its various forms in every participating
country, and all applications for patents (including related rights such as
utility-model registrations, inventors certificates, and the like) heretofore
or hereafter filed for said improvements in the United States and in all
foreign countries (including all continuations, divisions and substitutes
thereof), and all patents (including all extensions, renewals, substitutes, and
reissues thereof) granted for said improvements in all foreign countries and
including all damages and the right to sue for past, present and future
infringements of all such patents; and ASSIGNOR hereby authorizes and requests
the United States Commissioner of Patents and Trademarks, and any officials of
foreign countries whose duty it is to issue patents on applications as
aforesaid, to issue all patents on said applications to ASSIGNEE in accordance
with the terms of this Assignment;  AND ASSIGNOR HEREBY covenants that ASSIGNOR
has the full right to convey the interest herein assigned, and that ASSIGNOR
has not executed, and will not execute, any agreement in conflict herewith.  IN TESTIMONY WHEREOF, ASSIGNOR through its
authorized officer hereunto set its hand this 12th day of October, 2000.     MEDICAL PRODUCTS
  DEVELOPMENT, INC.By
  /s/ Joel QuaidName:
  Joel QuaidTitle:
  President  STATE OF CALIFORNIA
  )COUNTY OF SANTA BARBARA
  )  On October 12, 2000, before me, the
undersigned, a notary public for the state, personally appeared Joel Quaid,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument, the entity upon behalf of which the
person acted executed the instrument.  WITNESS my hand and official
  seal[graphic]
  
  /s/ Robert L. WestwickSignature of Notary  9 
  THESE assignments are hereby accepted as of
this 16 day of October, 2000.   INAMED CORPORATIONBy
  /s/ Ilan K. ReichName:
  Ilan K. ReichTitle:
  President and Co-Chief
  Executive Officer  STATE OF New York                                          ) COUNTY OF New York                                      )  On October 16, 2000, before me, the
undersigned, a notary public for the state, personally appeared Ilan K. Reich,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument, and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument, the entity upon behalf of which the
person acted executed the instrument.  WITNESS my hand and
  official seal/s/ David E. BambergerSignature of Notary  [graphic]    EXHIBIT A  10 
  Portions of the
exhibit marked by [***] have been redacted  PROMISSORY NOTE NO. 1  For valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Inamed
Corporation and McGhan Medical Corporation (hereinafter collectively Makers)
jointly and severally promise to pay to Medical Products Development, Inc.
(hereinafter Holder) or Holders assignee(s), the principal sum of [***]
Dollars [***], on or before January 1, 2001.  Any default in Makers'
performance of any obligation created by this Note shall be deemed a default
hereunder and under Makers Promissory Note No. 2 or Promissory Note No. 3,
both dated October 16, 2000.  If Makers'
default in the payment of any installments of principal and/or interest when due
under this Note and Holder refers this Note to an attorney for collection or
seeks legal advice following any default hereunder, or if any judicial or
non-judicial action is instituted with respect to this Note and an attorney is
employed by Holder to appear in any such action or proceedings, including
without limitation proceedings: (i) for declaratory relief or for relief based
on recession or cancellation of this note; (ii) initiated by or against Makers
under the Federal Bankruptcy Provisions, laws or state insolvency laws; (iii)
any creditors arrangement or other creditors proceedings initiated by or
against Makers; (iv) in connection with any state or federal tax lien; (v)
involving the appointment of a receiver; (vi) or any other proceeding of any
nature whatsoever, Makers agrees to pay attorneys fees and all costs and
expenses incurred by Holder with respect to any such proceedings or in the
collection of the amounts due under this Note, including without limitation,
(a) all fees for expert witnesses, appraisers, trustees, receivers, keepers,
masters, and investigators, (b) all recording, publication, service of process,
and filing fees, and (c) court and court reporter costs and the costs of any
bonds, whether otherwise taxable or not in enforcing any judgment which may be
obtained in such proceedings.  Makers expressly: (a)           waive demand, presentment for payment, notice for
nonpayment, grace, protest, notice of protest, notice of assertion of the
indebtedness, and all other such notice in collecting this Note; (b)           agree to any substitution, exchange, or release of any
party or person primarily or secondarily liable hereon; (c)           consent to all extensions, or rearrangements, or
postponements of time or payment of this Note whether or not for a term or
terms in excess of the original term hereof, and to any other indulgence with
respect hereto without notice, consent or consideration to any of them; (d)           waive any right Makers may have to require Holder to
exercise Holders rights under the Note in any particular order, sequence, or
combination; and (e)           consent to Holders written assignment of all or any part
of its rights under this Note to one or more assignees.  Should default be made in
the timely payment of any installment of principal or interest required by this
Note which is not cured within fifteen (15) days of that installments due
date, then  Exhibit B  11 
  all principal and interest payments required
by this Note and by Makers Promissory Note No. 2 and Promissory Note No. 3,
both dated October 16, 2000, less any payments thereunder made by Makers to
Holder, shall become immediately due and payable in full.  Principal and interest shall be payable in
lawful money of the United States of America  The acceptance by Holder of
any payment that is less than the total of all amounts due and payable at the
time of such payment shall not constitute a waiver of Holders rights or
remedies at that time or at any subsequent time, without the express written
consent of Holder.  This Note may be waived,
changed, modified or discharged only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification or discharge
is sought.  A waiver by Holder or a
failure to enforce any covenant or condition of this Note shall not operate as
a waiver of any such covenant or condition or affect the right of Holder to
exercise any right or remedy not expressly waived in writing.  The rights and obligations
of Makers and all provisions hereof shall be governed by and construed in
accordance with the laws of the State of California, notwithstanding any choice
of law statute, principles or regulations to the contrary.  If any provision of this
Note, or the application thereof to any circumstance, is found to be
enforceable, invalid or illegal, such provision shall be deemed deleted from
this Note or not applicable to such circumstance, as the case may be, and the
remainder of this Note shall not be affected or impaired thereby.  Inamed
  CorporationDated: October 16, 2000
  By:Ilan K. Reich, its
  President andCo-Chief Executive OfficerMcGhan
  Medical CorporationDated: October 16, 2000
  By:Ilan K. Reich, its Vice
  President   Exhibit B   12 
  Portions of the
exhibit marked by [***] have been redacted  PROMISSORY NOTE NO. 2  For valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Inamed
Corporation and McGhan Medical Corporation (hereinafter collectively Makers)
jointly and severally promise to pay to Medical Products Development, Inc.
(hereinafter Holder) or Holders assignee(s), the principal sum of [***]
Dollars [***], on or before April 1, 2001.  Any default in Makers
performance of any obligation created by this Note shall be deemed a default
hereunder and under Makers Promissory Note No. 1 and Promissory Note No. 3,
both dated October 16, 2000.  If Makers
default in the payment of any installments of principal and/or interest when
due under this Note and Holder refers this Note to an attorney for collection
or seeks legal advice following any default hereunder, or if any judicial or
non-judicial action is instituted with respect to this Note and an attorney is
employed by Holder to appear in any such action or proceedings, including
without limitation proceedings: (i) for declaratory relief or for relief based
on recission or cancellation of this note; (ii) initiated by or against Makers
under the Federal Bankruptcy Provisions, laws or state insolvency laws; (iii)
any creditors arrangement or other creditors proceedings initiated by or
against Makers; (iv) in connection with any state or federal tax lien; (v)
involving the appointment of a receiver; (vi) or any other proceeding of any
nature whatsoever, Makers agrees to pay attorneys fees and all costs and
expenses incurred by Holder with respect to any such proceedings or in the
collection of the amounts due under this Note, including without limitation,
(a) all fees for expert witnesses, appraisers, trustees, receivers, keepers,
masters, and investigators, (b) all recording, publication, service of process,
and filing fees, and (c) court and court reporter costs and the costs of any
bonds, whether otherwise taxable or not in enforcing any judgment which may be
obtained in such proceedings or on any appeal from such proceedings.  Makers expressly: (a)           waive demand, presentment for payment, notice for
nonpayment, grace, protest, notice of protest, notice of assertion of the
indebtedness, and all other notice in collecting this Note; (b)           agree to any substitution, exchange, or release of any
party or person primarily or secondarily liable hereon; (c)           consent to all extensions, or rearrangements, or
postponements of time or payment of this Note whether or not for a term or
terms in excess of the original term hereof, and to any other indulgence with
respect hereto without notice, consent or consideration to any of them; (d)           waive any right Makers may have to require Holder to
exercise Holders rights under the Note in any particular order, sequence, or
combination; and (e)           consent to Holders written assignment of all or any part
of its rights under this Note to one or more assignees.  Should default be made in
the timely payment of any installment of principal or interest required by this
Note or by Makers Promissory Note No. 1 or Promissory Note No. 3, both dated
October 16, 2000, which is not cured within fifteen (15) days of that
installments due date, then  Exhibit C  13 
  all principal and interest payments required
by this Note and by Makers Promissory Note No. 1 and Promissory Note No. 3,
less any payments thereunder made by Makers to Holder, shall become immediately
due and payable in full.  Principal and
interest shall be payable in lawful money of the United States of America.  The acceptance by Holder of
any payment that is less than the total of all amounts due and payable at the
time of such payment shall not constitute a waiver of Holders rights or
remedies at that time or at any subsequent time, without the express written
consent of Holder.  This Note may be
waived, changed, modified or discharged only by an agreement in writing signed
by the party against whom enforcement of any waiver, change, modification or
discharge is sought.  A waiver by Holder
or a failure to enforce any covenant or condition of this Note shall not
operate as a waiver of any such covenant or condition or affect the right of
Holder to exercise any right or remedy not expressly waived in writing.  The rights and obligations
of Makers and all provisions hereof shall be governed by and construed in
accordance with the laws of the State of California, notwithstanding any choice
of law statute, principles or regulations to the contrary.  If any provision of this
Note, or the application thereof to any circumstance, is found to be
unenforceable, invalid or illegal, such provision shall be deemed deleted from
this Note or not applicable to such circumstance, as the case may be, and the
remainder of this Note shall not be affected or impaired thereby.    Inamed
  CorporationDated: October 16, 2000
  By:Ilan K. Reich, its
  President andCo-Chief Executive OfficerMcGhan
  Medical CorporationDated: October 16, 2000
  By:Ilan K. Reich, its Vice
  President    Exhibit C  14 
  Portions of the
exhibit marked by [***] have been redacted  PROMISSORY NOTE NO. 2A  For valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Inamed
Corporation and McGhan Medical Corporation (hereinafter collectively Makers)
jointly and severally promise to pay to Medical Products Development, Inc.
(hereinafter Holder) or Holders assignee(s), the principal sum of [***]
Dollars [***], on or before April 1, 2001.  Any default in Makers
performance of any obligation created by this Note shall be deemed a default
hereunder and under Makers Promissory Note No. 1, dated October 16, 2000, and
Promissory Notes Nos. 2B and 3A, both dated March 28, 2001.  If Makers default in the payment of any
portion of the principal when due under this Note and Holder refers this Note
to an attorney for collection or seeks legal advice following any default
hereunder, or if any judicial or non-judicial action is instituted with respect
to this Note and an attorney is employed by Holder to appear in any such action
or proceedings, including without limitation proceedings: (i) for declaratory
relief or for relief based on recission or cancellation of this note; (ii)
initiated by or against Makers under the Federal Bankruptcy Provisions, laws or
state insolvency laws; (iii) any creditors arrangement or other creditors
proceedings initiated by or against Makers; (iv) in connection with any state
or federal tax lien; (v) involving the appointment of a receiver; (vi) or any
other proceeding of any nature whatsoever, Makers agree to pay attorneys fees
and all costs and expenses incurred by Holder with respect to any such
proceedings or in the collection of the amounts due under this Note, including
without limitation, (a) all fees for expert witnesses, appraisers, trustees,
receivers, keepers, masters, and investigators, (b) all recording, publication,
service of process and filing fees, and (c) court and court reporter costs and
the costs of any bonds, whether otherwise taxable or not in enforcing any
judgment which may be obtained in such proceedings or on any appeal from such
proceedings.  Makers expressly:  (a)           waive demand, presentment for payment, notice for
nonpayment, grace, protest, notice of protest, notice of assertion of the
indebtedness, and all other notice in collecting this Note;  (b)           agree to any substitution, exchange, or release or any
party or person primarily or secondarily liable hereon;  (c)           consent to all extensions, or rearrangements, or
postponements of time or payment of this Note whether or not for a term or
terms in excess of the original term hereof, and to any other indulgence with
respect hereto without notice, consent or consideration to any of them;  (d)           waive any right Makers may have to require Holder to
exercise Holders rights under the Note in any particular order, sequence, or
combination; and  (e)           consent to Holders written assignment of all or any part
of its rights under this Note to one or more assignees.   15 
   Should default be made in
the timely payment of any installment of principal or interest required by this
Note or by Makers Promissory Note No. 1, dated October 16, 2000, or by
Promissory Notes Nos. 2B or 3A, both dated March 28, 2001, which is not cured
within fifteen (15) days of that installments due date, then all principal and
interest payments required by this Note and by Makers Promissory Note No. 1
and Promissory Notes Nos. 2B and 3A, less any payments thereunder made by
Makers to Holder, shall become immediately due and payable in full.  Principal and interest shall be payable in
lawful money of the United States of America.  The acceptance by Holder of
any payment that is less than the total of all amounts due and payable at the
time of such payment shall not constitute a waiver of Holders rights or
remedies at that time or at any subsequent time, without express written
consent of Holder.  This Note may be
waived, changed, modified or discharged only by an agreement in writing signed
by the party against whom enforcement of any waiver, change, modification or
discharge is sought.  A waiver by Holder
or a failure to enforce any covenant or condition of this Note shall not
operate as a waiver of any such covenant or condition or affect the right of
Holder to exercise any right or remedy not expressly waived in writing.  The rights and obligations
of Makers and all provisions hereof shall be governed by an construed in
accordance with the laws of the State of California, notwithstanding any choice
of law statute, principles or regulations to the contrary.  16 
  If any provision of this Note, or the
application thereof to any circumstance, is found to be unenforceable, invalid
or illegal, such provision shall be deemed deleted from this Note or not
applicable to such circumstance, as the case may be, and the remainder of this
Note shall not be affected or impaired thereby.    Inamed
  CorporationDated: March 28, 2001
  By
  /s/ DAVID E. BAMBERGERDavid E. Bamberger, its
  General Counsel and Senior Vice PresidentMcGhan
  Medical CorporationDated: March 28, 2001
  By
  /s/ DAVID E. BAMBERGERDavid E. Bamberger, its
  Vice President   17 
  Portions of the
exhibit marked by [***] have been redacted  PROMISSORY NOTE NO. 2B  For valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Inamed
Corporation and McGhan Medical Corporation (hereinafter collectively Makers)
jointly and severally promise to pay to Medical Products Development, Inc.
(hereinafter "Holder) or Holders assignee(s), the principal sum of [***]
Dollars [***], together with interest accruing thereon beginning on April 1,
2001 at [***] percent [***] per annum, on or before August 1, 2001.  Any default in Makers
performance of any obligation created by this Note or created by Makers
Promissory Note No. 1, dated October 16, 2000, or Promissory Notes No. 2A or
3A, both dated March 28, 2001, shall be deemed a default hereunder. If Makers
default in the payment of principal and/or interest when due under this Note
and Holder refers this Note to an attorney for collection or seeks legal advice
following any default hereunder, or if any judicial or non-judicial action is
instituted with respect to this Note and an attorney is employed by Holder to
appear in any such action or proceedings, including without limitation
proceedings: (i) for declaratory relief or for relief based on rescission or
cancellation of this note; (ii) initiated by or against Makers under the
Federal Bankruptcy Provisions, laws or state insolvency laws; (iii) any
creditors arrangement or other creditors proceedings initiated by or against
Makers; (iv) in connection with any state or federal tax lien; (v) involving
the appointment of a receiver; (vi) or any other proceeding of any nature
whatsoever, Makers agree to pay attorneys fees and all costs and expenses
incurred by Holder with respect to any such proceedings or in the collection of
the amounts due under this Note, including without limitation, (a) all fees for
expert witnesses, appraisers, trustees, receivers, keepers, masters, and
investigators, (b) all recording, publication, service of process and filing
fees, and (c) court and court reporter costs and the costs of any bonds,
whether otherwise taxable or not in enforcing any judgment which may be
obtained in such proceedings or on any appeal from such proceedings.  Makers expressly:  (a)           waive demand, presentment for payment, notice for
nonpayment, grace, protest, notice of protest, notice of assertion of the
indebtedness, and all other notice in collecting this Note;  (b)           agree to any substitution, exchange, or release or any
party or person primarily or secondarily liable hereon;  (c)           consent to all extensions, or rearrangements, or
postponements of time or payment of this Note whether or not for a term or
terms in excess of the original term hereof, and to any other indulgence with
respect hereto without notice, consent or consideration to any of them;  (d)           waive any right Makers may have to require Holder to
exercise Holders rights under the Note in any particular order, sequence, or
combination; and   18 
  (e)           consent to Holders written assignment of all or any part
of its rights under this Note to one or more assignees.  Should default be made in
the timely payment of any installment of principal or interest required by this
Note or by Makers Promissory Note No. 1, dated October 16, 2000, or Promissory
Notes Nos. 2A or 3A, both dated March 28,2001, which is not cured within fifteen
(15) days of that due date, then all principal and interest payments required
by this Note and by Makers Promissory Note No.1, dated October 16, 2000, or
Promissory Notes Nos. 2A and 3A, less any payments thereunder made by Makers to
Holder, shall become immediately due and payable in full. Principal and
interest shall be payable in lawful money of the United States of America.  The acceptance by Holder of
any payment that is less than the total of all amounts due and payable at the
time of such payment shall not constitute a waiver of Holders rights or
remedies at that time or at any subsequent time, without express written
consent of Holder. This Note may be waived, changed, modified or discharged
only by an agreement in writing signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought. A waiver by Holder or
a failure to enforce any covenant or condition of this Note shall not operate
as a waiver of any such covenant or condition or affect the right of Holder to
exercise any right or remedy not expressly waived in writing.  The rights and obligations
of Makers and all provisions hereof shall be governed by and construed in
accordance with laws of the State of California, notwithstanding any choice of
law statute, principles or regulations to the contrary.  Holder and Makers believe
that the usury laws are not applicable to the obligations of this Note.
Nevertheless, if it is finally determined that the interest rate specified by
this Note is unlawful, then the interest rate payable by Makers shall be the
highest rate allowed by law and the portion of any interest paid that exceeds
the lawful maximum rate shall be deemed a payment of principal. If all
principal and lawful interest due Holder under this Note has been paid, then
such excess portion shall be refunded to the Makers.  19 
  In any provision of this
Note, or the application thereof to any circumstance, is found to be
unenforceable, invalid or illegal, such provision shall be deemed deleted from
this Note or not applicable to such circumstance, as the case may be, and the
remainder of this Note shall not be affected or impaired thereby.  Inamed
  CorporationDated: March 28, 2001
  By
  /s/ DAVID E. BAMBERGERDavid E. Bamberger, its
  General Counsel and Senior Vice PresidentMcGhan
  Medical CorporationDated: March 28, 2001
  By
  /s/ DAVID E. BAMBERGERDavid E. Bamberger, its
  Vice President  20 
  Portions of the
exhibit marked by [***] have been redacted  PROMISSORY NOTE NO.3  For valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Inamed
Corporation and McGhan Medical Corporation (Hereinafter collectively Makers)
jointly and severally promise to pay to Medical Products Development, Inc.
(hereinafter Holder) or  Holders
assignee(s), the principal sum of [***] Dollars [***], with interest accruing thereon
beginning on October 16, 2000 at [***] percent [***] per annum, as follows: A
first installment of principal of [***] [***], plus all interest then accrued
under this Note, on or before January 1, 2002, a second installment of
principal of [***] Dollars [***], plus all interest then accrued under this
Note, on or before January 1, 2003, and a third installment of the remaining
principal of [***] Dollars [***], plus all interest then accrued under this
Note, on or before January 1, 2004.  Any default in Makers
performance of any obligation created by this Note or created by Makers
Promissory Note No. 1 or Promissory 
Note No. 2, both dated October 16, 2000, shall be deemed a default
hereunder. If Makers default in the payment of any installments of principal
and/or interest when due under this Note and Holder refers this Note to an
attorney for collection on seeks legal advice following any default hereunder,
or if any judicial or non-judicial action is instituted with respect to this
Note and an attorney is employed by Holder to appear in any such action or  proceedings, including without limitation
proceedings: (i) for declaratory relief or for relief based on rescission or
cancellation of this note; (ii) initiated by or against Makers under the Federal
Bankruptcy Provisions, laws or state insolvency laws; (iii) any creditors
arrangement or other creditors proceedings initiated by or against Makers;
(iv) in connection with any state or federal tax lien; (v) involving the
appointment of a receiver; (vi) or any other proceeding of any nature
whatsoever, Makers agrees to pay attorneys fees and all costs and expenses
incurred by Holder with respect to any such proceedings or in the collection of
the amounts due under this Note, including without limitation, (a) all fees for
expert witnesses, appraisers, trustees, receivers, keepers, masters, and
investigators, (b) all recording, publication, service of process, and filing
fees, and (c) court and court reporter costs and the costs of any bonds,
whether otherwise taxable or not in enforcing any judgment which may be
obtained in such proceedings or on any appeal from such proceedings.  Makers expressly: (a)           waive demand, presentment for payment, notice for
nonpayment, grace, protest, notice of protest, notice of assertion of the
indebtedness, and all other notice in collecting this Note; (b)           agree to any substitution, exchange, or release of any
party or person primarily or secondarily liable hereon; (c)           consent to all extensions, or rearrangements, or
postponements of time or payment of this Note whether or not for a term or
terms in excess of the original term hereof, and to any other indulgence with
respect hereto without notice, consent or consideration to any of them; (d)           waive any right Makers may have to require Holder to
exercise Holders rights under the Note in any particular order, sequence, or
combination; and  Exhibit D  21 
  (e)           consent to Holders written assignment of all or any part
of its rights under this Note to one or more assignees.  Should default be made in
the timely payment of any installment of principal or interest required by this
Note or by Makers Promissory Note No. 1 or Promissory Note No. 2, both dated
October 16, 2000, which is not cured within fifteen (15) days of that
installments due date, then all principal and interest payments required by
this Note and by said Promissory Note No. 1 and Promissory Note No. 2, less any
payments thereunder made by Makers to Holder, shall become immediately due and
payable in full.  Principal and interest
shall be payable in lawful money of the United States of America.  The acceptance by Holder of
any payment that is less than the total of all amounts due and payable at the
time of such payment shall not constitute a waiver of Holders rights or
remedies at that time or at any subsequent time, without the express written
consent of Holder.  This Note may be
waived, changed, modified or discharged only by an agreement in writing signed
by the party against whom enforcement of any waiver, charge, modification or
discharge is sought.  A waiver by Holder
or a failure to enforce any convenant or condition of this Note shall not
operate as a waiver of any such convenant or condition or affect the right of
the Holder to exercise any right or remedy not expressly waived in writing.  The rights and obligations
of Makers and all provisions hereof shall be governed by and construed in
accordance with the laws of the State of California, notwithstanding any choice
of law statute, principles or regulations to the contrary.  If any provision of this
Note, or the application thereof to any circumstance, is found to be
unenforceable, invalid or illegal, such provision shall be deemed deleted from
this Note or not applicable to such circumstance, as the case may be, and the
remainder of this Note shall not be affected or impaired thereby.   Inamed
  CorporationDated: October 16, 2000
  By:Ilan K. Reich, its
  President andCo-Chief Executive OfficerMcGhan
  Medical CorporationDated: October 16, 2000
  By:Ilan K. Reich, its Vice
  President  JLO IRV1039220.1-*-10/11/00 4:18 PM  Exhibit D   22 
  Portions of the
exhibit marked by [***] have been redacted  PROMISSORY NOTE NO. 3A  For valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Inamed
Corporation and McGhan Medical Corporation (hereinafter collectively Makers)
jointly and severally promise to pay to Medical Products Development, Inc.,
(hereinafter Holder) or Holders assignee(s), the principal sum of [***]
Dollars [***], with interest accruing thereon beginning on October 16, 2000 at
[***] percent [***] per annum, as follows: A first installment of principal of
[***] [***], plus all interest then accrued under this Note, on or before
January 1, 2002, a second installment of principal of [***] Dollars [***], plus
all interest then accrued under this Note, on or before January 1, 2003, and a
third installment of the remaining principal of [***] Dollars [***], plus all
interest then accrued under this Note, on or before January 1, 2004.  Any default in Makers
performance of obligation created by this Note or created by Makers Promissory
Note No. 1, dated October 16, 2000, or Promissory Notes Nos. 2A or 2B, both
dated March 28, 2001, shall be deemed a default hereunder.  If Makers default in the payment of any
installments of principal and/or interest when due under this Note and Holder
refers this Note to an attorney for collection or seeks legal advice following
any default hereunder, or if any judicial or non-judicial action is instituted
with respect to this Note and an attorney is employed by Holder to appear in
any such action or proceedings, including without limitation proceedings: (i)
for declaratory relief or for relief based on recission or cancellation of this
note; (ii) initiated by or against Makers under the Federal Bankruptcy
Provisions, laws or state insolvency laws; (iii) any creditors arrangement or
other creditors proceedings initiated by or against Makers; (iv) in connection
with any state or federal tax lien; (v) involving the appointment of a
receiver; (vi) or any other proceeding of any nature whatsoever, Makers agree
to pay attorneys fees and all costs and expenses incurred by Holder with
respect to any proceedings or in the collection of the amounts due under this
Note, including without limitation, (a) all fees for expert witnesses,
appraisers, trustees, receivers, keepers, masters, and investigators, (b) all
recording, publication, service of process and filing fees, and (c) court and
court reporter costs and the costs of any bonds, whether otherwise taxable or
not in enforcing any judgment which may be obtained in such proceedings or on
any appeal from such proceedings.  Makers expressly:  (a)           waive
demand, presentment for payment, notice for nonpayment, grace, protest, notice
of protest, notice of assertion of the indebtedness, and all other notice in
collecting this Note;  (b)           agree
to any substitution, exchange, or release or any party or person primarily or
secondarily liable hereon;  (c)           consent
to all extensions, or rearrangements, or postponements of time or payment of
this Note whether or not for a term or terms in excess of the original term hereof,
and to any other indulgence with respect hereto without notice, consent or
consideration to any of them;  23 
   (d)           waive
any right Makers may have to require Holder to exercise Holders rights under
the Note in any particular order, sequence, or combination; and  (e)           consent
to Holders written assignment of all or any part of its rights under this Note
to one ore more assignees.  Should default be made in
the timely payment of any installment of principal or interest required by this
Note or by Makers Promissory Note No. 1, dated October 16, 2000, or Promissory
Notes Nos. 2A or 2B, both dated March 28, 2001, which is not cured within
fifteen (15) days of that installments due date, then all principal and
interest payments required by this Note and by Makers Promissory Note No. 1,
Promissory Note No. 2A and Promissory Note No. 2B, less any payments thereunder
made by Makers to Holder, shall become immediately due and payable in full.  Principal and interest shall be payable in
lawful money of the United States of America.  The acceptance by Holder of
any payment that is less than the total of all amounts due and payable at the
time of such payment shall not constitute a waiver of Holders rights or remedies
at that time or at any subsequent time, without express written consent of
Holder.  This Note may be waived,
changed, modified or discharged only by an agreement in writing signed by the
party against whom enforcement of any waiver, charge, modification or discharge
is sought.  A waiver by Holder or a
failure to enforce any convenant or condition of this Note shall not operate as
a waiver of any such convenant or condition or affect the right of Holder to
exercise any right or remedy not expressly waived in writing.  The rights and obligations
of Makers and all provisions hereof shall be governed by an construed in
accordance with the laws of the State of California, notwithstanding any choice
of law statute, principles or regulations to the contrary.  Holder and Makers believe
that the usury laws are not applicable to the obligations of this Note.  Nevertheless, if it is finally determined
that the interest rate specified by this Note is unlawful, then the interest
rate payable by Makers shall be the highest rate allowed by law and the portion
of any interest paid that exceeds the lawful maximum rate shall be deemed a
payment of principal.  If all principal
and lawful interest due Holder under this Note has been paid, then such excess
portion shall be refunded to the Makers.  24 
  If any provision of this
Note, or the application thereof to any circumstance, is found to be
unenforceable, invalid or illegal, such provision shall be deemed deleted from
this Note or not applicable to such circumstance, as the case may be, and the
remainder of this Note shall not be affected or impaired thereby.  Inamed
  CorporationDated: March 28, 2001
  By
  /s/ David E. BambergerDavid E. Bamberger, its
  General Counsel and Senior Vice PresidentMcGhan
  Medical CorporationDated: March 28, 2001
  By
  /s/ David E. BambergerDavid E. Bamberger, its
  Vice President   25 
  THEODORE A.
PIANKO, State Bar No. 94,662 GARY
DUKARICH, State Bar No. 188,561 JOEL A.
KAUTH, State Bar No. 186,554 CHRISTIE,
PARKER & HALE, LLP 5 Park
Plaza, Suite 1440 Irvine,
California 92614-8531 Telephone:
(949) 476-0757 Facsimile:
(949) 476-8640  PETER J.
REITAN, State Bar No. 177,352 CHRISTIE,
PARKER & HALE, LLP 350 West
Colorado Boulevard, Suite 500 Post Office
Box 7068 Pasadena,
California 91109-7068 Telephone:
(626) 795-9900 Facsimile:
(626) 577-8800  Attorneys for Plaintiff Medical Products Development, Inc.  UNITED
STATES DISTRICT COURT  CENTRAL
DISTRICT OF CALIFORNIA   Medical Products
  Development, Inc.,
  )
  Case No. 99-00053 JSL
  (CWx))Plaintiff,
  )
  STIPULATION
  FOR DISMISSALvs.
  
  )
  WITHOUT
  PREJUDICE AND)
  ORDER
  THEREONMcGhan Medical
  Corporation,
  )Defendant.
  )))))))))  Plaintiff Medical Products
Development, Inc. and Defendant McGhan Medical Corporation hereby stipulate to
the dismissal without prejudice of the above-referenced action, each party to
bear its own costs and fees, except that the Court is respectfully requested to
retain jurisdiction to enforce the parties  Exhibit E  26 
  Assignment Agreement dated as of October 16,
2000, and the rights and obligations created thereunder.  Respectfully submitted,Dated: October      , 2000CHRISTIE, PARKER &
  HALE, LLPBy:Theodore A. PiankoAttorney for PlaintiffMEDICAL PRODUCTS
  DEVELOPMENT, INC.Dated: October     , 2000MILLBANK, TWEED, HADLEY
  & MCCLOY, LLPANDIRELL & MANELLA, LLPBy:Christopher ChalsenAttorneys for DefendantMcGHAN MEDICAL CORPORATIONORDERIT IS SO ORDERED.Dated:United States District
  Judge    Exhibit E  27 
  Portions of the
exhibit marked by [***] have been redacted  Amendment to Assignment Agreement  This
Amendment to the Assignment Agreement dated as of October 16, 2000 is made and
entered into as of this 27th day of March, 2001, by and between MEDICAL
PRODUCTS DEVELOPMENT, INC. (MPDI), having its principal place of business at
915 San Antonio Creek Road, Santa Barbara, California 93111, INAMED CORPORATION
(INAMED), having its principal place of business at 5540 Ekwill Street, Santa
Barbara, California 93111, and McGHAN MEDICAL CORPORATION (MMC), having its
principal place of business at 700 Ward Drive, Santa Barbara, California 93111.  WHEREAS, the parties hereto wish to make an
amendment to the timing of certain payments to MPDI called for in Section 3.0
of the Assignment Agreement;  NOW, THEREFORE, in consideration of the
promises and mutual covenants contained herein, MPDI, INAMED and MMC agree as
follows:  A.            On or before March 28, 2001, INAMED
and MMC will execute and deliver to MPDI three promissory notes in the
respective principal amounts of (a) [***] Dollars [***], (b) [***] Dollars
[***], and (c) [***] Dollars [***] in the forms and substances attached thereto
as Exhibits 1, 2, and 3.  B.            If INAMED and MMC fail to timely
make to MPDI or its assignees any of the payments due on any of the promissory
notes described in section A above, and if such failure is not cured within 15
days of the date such payment was due, all payments due to MPDI pursuant to
said promissory notes will be accelerated to become immediately due and payable
in full, less any payments previously made pursuant to said promissory notes by
INAMED to MPDI or its assignee(s).  C.            On delivery to MPDI of the executed
promissory notes described in Section A above, Promissory Notes Nos. 2 and 3,
dated October 16, 2000, which were executed by INAMED and MMC and delivered to
MPDI pursuant to Section 3.2 of the Assignment Agreement, shall be cancelled
and be of no further force or effect.  1043451-1  28 
  IN WITNESS WHEREOF, the parties represent that
they have read and understand the terms of this Agreement and had the
opportunity to consult with their respective counsel regarding this Agreement,
and hereby give their consent without reservation to the terms contained
herein.  Medical
  Products Development, Inc.By
  /s/ Joel QuaidJoel Quaid, its PresidentInamed
  CorporationBy
  /s/ David E. Bamberger
  3/22/01David E. Bamberger, its
  General Counsel and Senior Vice PresidentMcGhan
  Medical CorporationBy
  /s/ David E. Bamberger
  3/22/01David E. Bamberger, Vice
  President   29