Mentor Corporation Proposes to Merge with Medicis in $2.2 Billion All Stock Transaction; Mentor Offers 0.62 Shares per Share of Medicis; Merger Creates Global Leader Focused on Aesthetic Medicine

Mentor Corporation (NYSE: MNT), a leading supplier of medicalproducts in the United States and internationally, announced todaythat it has proposed a stock-for-stock merger with Medicis (NYSE: MRX)in which Medicis stockholders will receive 0.62 shares of Mentorcommon stock per Medicis share.

Based on closing prices on November 18, 2005, the offer representsa total equity consideration of approximately $2.2 billion and offersMedicis stockholders a 25% premium for their shares. The Medicisstockholders would own approximately 44% of the enterprise. Theproposed merger is expected to be immediately accretive to Mentor'scash earnings per share following the close of the transaction.

The strategic rationale for the Mentor / Medicis combination iscompelling because it:

-- Combines two premier companies focused on aesthetic medicine with leading brands in breast aesthetics, facial aesthetics, body contouring and dermatology;

-- Brings together two best-in-class sales and marketing organizations that complement each other with leadership positioning in plastic surgery and cosmetic dermatology;

-- Provides Medicis substantially the same strategic benefits as the Inamed transaction but on more favorable economic terms without the same antitrust risk;

-- Is expected to be immediately accretive to Mentor's cash earnings per share, to accelerate Mentor's growth and to improve Mentor's profitability;

-- Provides Medicis stockholders with an immediate and meaningful premium for their shares and the opportunity to participate in the significant upside potential of the combined company; and

-- Creates a platform for growth that supports enhanced value for all stockholders, and leverages our combined capabilities to better serve our customers and the patients they serve.

"We are confident that our offer constitutes a superior proposalas contemplated by the Medicis / Inamed merger agreement and a betterability to close the transaction quickly. Our offer provides Medicisstockholders the opportunity to participate in the significant upsidepotential of the combined company, which would have a strong pro formabalance sheet," commented Josh Levine, President and Chief ExecutiveOfficer of Mentor Corporation. "The combined product portfolios of thetwo organizations allows the combined company to establish a strongbasis for sustainable competitive advantage in surgical andnon-surgical cosmetic procedures in the plastic surgery and cosmeticdermatology markets.

"We believe that the combined company will be a powerhouse andthat a stock-for-stock transaction would offer the most benefits toboth sets of shareholders. However, should the Medicis board wantMedicis stockholders to receive a portion of the consideration incash, we would be prepared to move in that direction," Mr. Levinecontinued.

The company noted that its financial advisors have said thatfinancing is readily available.

The offer was unanimously approved by Mentor's Board of Directors.Following is a copy of the letter Mentor sent to Medicis regarding itsoffer:
November 18, 2005
Mr. Jonah Shacknai
Chairman of the Board
and Chief Executive Officer
Medicis Pharmaceutical Corporation
8125 North Hayden Road
Scottsdale, Arizona 85258

Dear Jonah:

We are pleased to submit for your consideration a proposal for the
combination of Medicis Pharmaceutical Corporation and Mentor
Corporation. We believe that this combination offers your stockholders
substantially greater value than your pending transaction with Inamed
and will create a global leader in the aesthetics market that would
benefit all Medicis and Mentor constituencies. We believe this offer
constitutes a superior proposal as contemplated by your merger
agreement with Inamed Corporation.
Mentor is proposing a merger of Medicis and Mentor in a
transaction that would provide the Medicis stockholders with an equity
ownership interest of approximately 44% in the combined company on a
fully diluted basis. Specifically, we are proposing a stock-for-stock
transaction in which Medicis stockholders will receive 0.62 shares of
Mentor common stock per Medicis share. Based on closing prices on
November 18, 2005, this represents total equity consideration of
approximately $2.2 billion and offers Medicis stockholders a 25%
premium for their shares.
The strategic rationale for the Mentor/Medicis combination is
compelling. Aesthetic medicine is a dynamic marketplace undergoing
transformative changes. The market has expanded to include a large,
growing number of non-surgically oriented procedures, primarily in the
facial rejuvenation arena. At the same time, there has been an influx
of new providers and distribution outlets emerging in the market,
offering patients expanded access to a variety of procedures. Mentor's
leadership in the plastic surgery market is based on the quality and
breadth of its product offerings and the reputation we have
established based on our dedication to customer service and value
added support programs. Similarly, Medicis' leadership in the
dermatology and cosmetic dermatology markets is based on the breadth
of its product offerings and reputation for market leading sales focus
and customer service. The combined product portfolios of the two
organizations establish a strong basis for sustainable competitive
advantage in both the surgical and non-surgical cosmetic procedures
market segments.
The two companies are category leaders in their respective market
segments with strongly positioned brands. The resulting organization
will have comprehensive distribution capabilities across a broad array
of outlets including private practice physician offices and clinics,
hospitals, surgery centers, and medi-spas. Given the complementary
fit, we would expect that the existing sales organizations of each
company would continue to serve their respective customers with
substantial opportunities to leverage each other's expertise for the
benefit of the combined company and its customers.
The combination of Medicis and Mentor would create a global leader
in the rapidly expanding aesthetics market, with combined annual
revenues in the 12 months ended September 30, 2005 of nearly $900
million, direct selling operations in 12 countries with independent
distributor relationships in over 60 countries and over 2,300
employees. The combined company would have a scalable platform into
which it could integrate other products and technologies and rapidly
introduce those products to the combined customer base.
Jonah, we at Mentor have great respect for you and your leadership
capabilities. We envision a merger in which you and your management
team will play an integral role in defining the leadership and
strategy of the combined company. We look forward to discussing with
you a governance structure that creates the greatest value for our new
company, with a combination of directors from both companies
continuing to serve after the closing of our merger.
A Mentor/Medicis merger is an exciting opportunity for both our
companies. Mentor is prepared to execute an appropriate
confidentiality agreement and, together with our financial advisors,
Goldman, Sachs & Co. and Citigroup Global Markets Inc., and our legal
advisors, Wilson Sonsini Goodrich & Rosati, P.C., and Dechert LLP, to
complete mutual due diligence as soon as practicable. We are also
prepared to work diligently to negotiate and sign a definitive merger
agreement with Medicis. In addition to finalizing a definitive merger
agreement, our proposal is subject to satisfactory completion of due
diligence.
We believe that a merger with Mentor would be the best way for
Medicis to enhance stockholder value. Please consider our request to
meet promptly so that we may give you additional information, complete
due diligence and negotiate and finalize a merger agreement. We have
considered with our advisors all legal and other requirements relating
to a merger between Mentor and Medicis and do not foresee any
difficulties in completing the prompt combination of our companies.
We are excited about the opportunity a combination of our two
companies would present and look forward to hearing from you soon.

Very truly yours,

Mentor Corporation


Joshua H. Levine
President, Chief Executive
Officer and Director

Advisors

Goldman, Sachs & Co. and Citigroup Global Markets Inc. are actingas financial advisors to Mentor and Wilson Sonsini Goodrich & RosatiP.C., and Dechert LLP are acting as legal counsel.

Conference Call

Mentor Corporation has scheduled a conference call tomorrowmorning regarding this announcement. Those interested in listening toa recording of the call may dial (800) 283-4593 at 10 a.m. EST todayuntil Midnight EST, November 28, 2005. You may also listen to the livewebcast at 9 a.m. EST today or the audio archived call atwww.mentorcorp.com, Investor Relations site under "Audio Archives".

About Mentor Corporation

Founded in 1969, Mentor Corporation is a leading supplier ofmedical products for the global healthcare market. The Companydevelops, manufactures and markets innovative, science-based productsfor the aesthetics, urologic specialties and clinical and consumerhealthcare markets around the world. The Company's website iswww.mentorcorp.com.

Safe Harbor Statement

This release contains forward-looking statements, includingstatements relating to Mentor's proposed merger with Medicis, thesuccess of Mentor's offer to combine Mentor and Medicis, Mentor'soffer constituting a superior proposal as contemplated by the Medicis/ Inamed merger agreement, the combined company's pro forma balancesheet, the accretive nature of the proposed merger, the status of theproposed offer price as a premium to Medicis stockholders, the timingof the closing of the proposed merger, the combined company'scompetitive advantages in Mentor's and Medicis' respective markets,the combined company's status as a powerhouse and a global leader inthe aesthetics market that would benefit all Medicis and Mentorconstituencies, the benefits to Mentor and Medicis' shareholders, theintroduction and acceptance of new products by the combined company,the growth of the aesthetic medicine market and Mentor's plans tofocus on the field of aesthetic medicine, the combined company'sdistribution capabilities and sales organization, and the compositionof the combined company's Board and management team. Forward-lookingstatements are also identified by words or phrases such as"anticipates," "scheduled," "expects," "intends," "plans," "predicts,""believes," "seeks," "estimates," "is confident," "may," "will,""should," "would," "could," "potential," "we look forward to," "in thefuture," "represents a growth opportunity," "continue," similarexpressions, and variations or negatives of these words. In addition,any statements that refer to expectations, projections or othercharacterizations of future events or circumstances, including anyunderlying assumptions, are forward-looking statements.

These forward-looking statements are based on Mentor's currentexpectations, estimates, projections, beliefs and assumptions. Theseforward-looking statements speak only as of the date hereof and arebased upon the information available to Mentor at this time. Suchinformation is subject to change, and Mentor will not necessarilyinform you of such changes.

These statements are not guarantees of future results and aresubject to risks, uncertainties and assumptions that are difficult topredict. Therefore, actual results could differ materially andadversely from those expressed in any forward-looking statement as aresult of various factors. Factors that could cause actual outcomes todiffer include the response of Medicis to Mentor's offer, the finalper share merger consideration and form of consideration if Medicisand Mentor reach agreement, the costs of the proposed merger to theparties, the ability of the combined company to achieve certainrevenue and cost expectations, the outcome of regulatory reviews andapprovals by the companies' stockholders, the reactions of thecompanies' customers and employees to this announcement and anyagreement between Medicis and Mentor to merge, the ability of thecompanies to integrate themselves in a timely and efficient manner,the ability of the combined company to introduce and obtain customeracceptance of new products, changing market conditions in theaesthetic medicine and urology fields, the results from Mentor'sfurther evaluation of the urology business, regulatory developments,general economic conditions and the other factors. These factors, aswell as other factors applicable to Mentor's forward-lookingstatements and its business, are described in more detail in Mentor'sfilings with the Securities and Exchange Commission, including itsAnnual Reports on Form 10-K, subsequent quarterly reports on Form10-Q, and recent Current Reports on Form 8-K.

Cash Earnings Per Share

This press release provides non-quantitative disclosure concerningthe potential impact of the proposed merger on Mentor's "cash earningsper share" following the close of the transaction. Cash earnings pershare information is a non-GAAP financial concept that excludescertain charges that would otherwise be included in GAAP earnings pershare. These charges include the write-off of in process research anddevelopment, amortization of intangible assets, deferred stock-basedcompensation expense and restructuring charges, all of which would beassociated primarily with the merger of Medicis and Mentor. Cashearnings per share is not calculated in accordance with, or analternative to, GAAP earnings per share.

Additional Information and Where to Find It

This material is not a substitute for the prospectus/proxystatement Mentor and Medicis would file with the Securities andExchange Commission if an agreement between Mentor and Medicis isreached. Investors are urged to read any such prospectus/proxystatement, when available, as well as all other relevant documentsfiled with the Securities and Exchange Commission, because they willcontain important information. Such prospectus/proxy statement andother relevant documents would be, and other documents filed by Mentorand Medicis with the Securities and Exchange Commission are, availablefree of charge at the SEC's website (www.sec.gov) or by directing arequest to Mentor Corporation, 201 Mentor Drive, Santa Barbara,California 93111, Attn: Investor Relations, or Medicis PharmaceuticalCorporation, 8125 North Hayden Road, Scottsdale, AZ, 85258, Attn:Investor Relations.

Participants in the Solicitation

Mentor and its directors and executive officers may be deemed tobe participants in the solicitation of proxies from Mentorshareholders and Medicis stockholders with respect to the proposedtransaction. Information about Mentor's directors and executiveofficers is set forth in Mentor's proxy statement for its 2005 annualmeeting of shareholders, dated August 8, 2005, and Mentor's CurrentReport on Form 8-K filed with the Securities and Exchange Commissionon October 11, 2005. Additional information about the interests ofMentor and its directors and executive officers and other potentialparticipants will be included in the prospectus/proxy statement to befiled with the Securities and Exchange Commission if an agreementbetween Mentor and Medicis is reached.