On February 17, 2009, Parent, Purchaser and the Company entered into Amendment No. 1 to the Merger Agreement ("Amendment No. 1"), which amended certain time periods in relation to communications regarding an Acquisition Proposal (as defined in the Merger Agreement) and any Notice of Adverse Recommendation (as defined in the Merger Agreement), and modified the definition of Superior Proposal. A copy of Amendment No. 1 is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

On February 14, 2009, the parties to In re Advanced Medical Optics, Inc. Shareholder Litigation, Case No. 30-2009-00236910 (the "Consolidated Action") executed a Memorandum of Understanding (the "Memorandum") reflecting their agreement to settle the class claims asserted in the Consolidated Action subject to approval of the California Superior Court.

The Memorandum calls for, among other things, (i) the Company to provide supplemental disclosures in an amendment to its Solicitation/Recommendation Statement on Schedule 14d-9, (ii) the Company and Parent to modify the Merger Agreement to reflect the changes described in Item 1.01 above, and (iii) the parties to present to the California Superior Court a Stipulation of Settlement and any other necessary documents to obtain the prompt approval by the Court of the Settlement and the dismissal with prejudice of the Consolidated Action. The Stipulation of Settlement will include a release of all claims against all defendants held by the plaintiffs and class members. Pursuant to the terms of the Memorandum of Understanding, plaintiffs' attorneys intend to apply for an award of fees not to exceed $1.31 million, and defendants have agreed not to oppose a request for such fees not exceeding such amount. The settlement is contingent upon, among other things, consummation of the Offer at the $22.00 per Share price and approval by the California Superior Court. A copy of the Memorandum is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.                                Description

2.1           Amendment No. 1 to Merger Agreement, dated as of February 17, 2009, by
              and among the Company, Parent and Purchaser
99.1          Memorandum of Understanding, dated as of February 14, 2009, in
              relation to In re Advanced Medical Optics, Inc. Shareholder
              Litigation, Case No. 30-2009-00236910.