MEMORANDUM OF UNDERSTANDING

WHEREAS,  there is a consolidated putative class action lawsuit currently pending in the Superior Court of the State of California, County of Orange (“Superior Court”), styled In re Advanced Medical Optics, Inc. Shareholder Litigation, Case No. 30-2009-00236910 (the “Action”), which is the consolidation of four separate actions purportedly brought on behalf of the stockholders of Advanced Medical Optics, Inc. (“AMO”) against Abbott Laboratories, Rainforest Acquisition, Inc. (together with Abbott Laboratories, “Abbott”), AMO, and the members of AMO’s board of directors (the “Individual Defendants” and, collectively with AMO and Abbott, “Defendants”);

WHEREAS,  on January 12, 2009, Abbott and AMO announced that they had entered into a January 11, 2009, Agreement and Plan of Merger (“Merger Agreement”) pursuant to which Abbott would acquire all outstanding shares of AMO common stock not otherwise owned by Abbott for $22 per share through a cash tender offer, as set forth in the Schedule SC TO-T filed with the Securities and Exchange Commission (“SEC”) on January 12, 2009 (the “Tender Offer”);