Registration Rights Agreement

Exhibit 10.3


REGISTRATION RIGHTS AGREEMENT

Dated as of April 2, 2007

By and Among ADVANCED MEDICAL OPTICS, INC.

as Issuer,

and

AMO HOLDINGS, INC.

AMO USA, INC.

IRONMAN MERGER CORPORATION

QUEST VISION TECHNOLOGY, INC.

VISX, INCORPORATED

WAVEFRONT SCIENCES, INC.,

as Guarantors,

and

UBS SECURITIES LLC and GOLDMAN, SACHS & CO. and

BANC OF AMERICA SECURITIES LLC,

as Initial Purchasers

7 1 / 2 % Senior Subordinated Notes due 2017


TABLE OF CONTENTS Page

1.

Definitions 1

2.

Exchange Offer 4

3.

Shelf Registration 8

4.

Liquidated Damages 8

5.

Registration Procedures 10

6.

Registration Expenses 18

7.

Indemnification 19

8.

Rules 144 and 144A 21

9.

Underwritten Registrations 22

10.

Miscellaneous 22 (a)

No Inconsistent Agreements 22 (b)

Adjustments Affecting Registrable Notes 22 (c)

Amendments and Waivers 22 (d)

Notices 23 (e)

Successors and Assigns 24 (f)

Counterparts 24 (g)

Headings 24 (h)

Governing Law 24 (i)

Severability 24 (j)

Securities Held by the Issuers or Their Respective Affiliates 24 (k)

Third-Party Beneficiaries 24 (l)

Entire Agreement 24

SIGNATURES 25


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REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this " Agreement" ) is dated as of April 2, 2007, by and among Advanced Medical Optics, Inc., a Delaware corporation (the " Company" ), each of the Guarantors that are listed on Schedule I hereto (collectively, with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Notes (as defined herein), the " Guarantors" and, together with the Company, the " Issuers" ), and UBS Securities LLC, Goldman, Sachs & Co. and Banc of America Securities LLC (the " Initial Purchasers" ).

This Agreement is entered into in connection with the Purchase Agreement, dated as of March 27, 2007, by and among the Issuers and the Initial Purchasers (the " Purchase Agreement" ), relating to the offering of $250,000,000 aggregate principal amount of the Company' s 7 1 / 2 % Senior Subordinated Notes due 2017 (the " Notes" ). The execution and delivery of this Agreement is a condition to the Initial Purchasers' obligation to purchase the Notes under the Purchase Agreement.

The parties hereby agree as follows:

Section 1. Definitions As used in this Agreement, the following terms shall have the following meanings: " action" shall have the meaning set forth in Section 7(c) hereof. " Advice" shall have the meaning set forth in Section 5 hereof. " Agreement" shall have the meaning set forth in the first introductory paragraph hereto. " Applicable Period" shall have the meaning set forth in Section 2(b) hereof. " Board of Directors" shall have the meaning set forth in Section 5 hereof. " Business Day" shall mean a day that is not a Legal Holiday. " Commission" shall mean the Securities and Exchange Commission. " Day" shall mean a calendar day.

" Damages Payment Date" shall have the meaning set forth in Section 4(b) hereof.

" Delay Period" shall have the meaning set forth in Section 5 hereof.

" DTC" shall have the meaning set forth in Section 5 hereof.

" Effectiveness Period" shall have the meaning set forth in Section 3(b) hereof.

" Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

" Exchange Notes" shall have the meaning set forth in Section 2(a) hereof.

" Exchange Offer" shall have the meaning set forth in Section 2(a) hereof. " Exchange Offer Registration Statement" shall have the meaning set forth in Section 2(a) hereof. " Guarantees" shall mean, collectively, the full and unconditional guarantee of the Company' s obligations under the Notes, the Exchange Notes, or the Private Exchange Notes, as the case may be, by the Guarantors.

" Guarantors" shall have the meaning set forth in the first introductory paragraph hereto and shall also include the Guarantors' permitted successors and assigns.

" Holder" shall mean any holder of a Registrable Note or Registrable Notes.

" Indenture" shall mean the Indenture, dated as of April 2, 2007, by and between the Issuers and Wilmington Trust Company as trustee, pursuant to which the Notes are being issued, as amended or supplemented from time to time in accordance with the terms thereof.

" Initial Purchasers" shall have the meaning set forth in the first introductory paragraph hereof. " Inspectors" shall have the meaning set forth in Section 5(n) hereof. " Issue Date" shall mean April 2, 2007, the date of original issuance of the Notes. " Issuers" shall have the meaning set forth in the introductory paragraph hereto and shall also include the Issuers' permitted successors and assigns.

" Legal Holiday" shall mean a Saturday, a Sunday or a day on which banking institutions in New York, New York are required by law, regulation or executive order to remain closed.

" Liquidated Damages" shall have the meaning set forth in Section 4(a) hereof.

" Losses" shall have the meaning set forth in Section 7(a) hereof.

" NASD" shall have the meaning set forth in Section 5(s) hereof. " Notes" shall have the meaning set forth in the second introductory paragraph hereto. " Participant" shall have the meaning set forth in Section 7(a) hereof.

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" Participating Broker-Dealer" shall have the meaning set forth in Section 2(b) hereof.

" Person" shall mean an individual, corporation, partnership, joint venture association, joint stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity.

" Private Exchange" shall have the meaning set forth in Section 2(b) hereof.

" Private Exchange Notes" shall have the meaning set forth in Section 2(b) hereof.

" Prospectus" shall mean the prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

" Purchase Agreement" shall have the meaning set forth in the second introductory paragraph hereof.

" Records" shall have the meaning set forth in Section 5(n) hereof.

" Registrable Notes" shall mean each Note upon its original issuance and at all times subsequent thereto, each Exchange Note as to which Section 2(c) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, in each case until (i) a Registration Statement (other than, with respect to any Exchange Note as to which Section 2(c) hereof is applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private Exchange Note has been declared effective by the Commission and such Note, Exchange Note or such Private Exchange Note, as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes that may be resold without restriction under state and federal securities laws, (iii) such Note, Exchange Note or Private Exchange Note, as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or Private Exchange Note has been sold in compliance with Rule 144 or is salable pursuant to Rule 144(k). " Registration Default" shall have the meaning set forth in Section 4(a) hereof. " Registration Statement" shall mean any appropriate registration statement of the Issuers covering any of the Registrable Notes filed with the Commission under the Securities Act, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.


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" Requesting Participating Broker-Dealer" shall have the meaning set forth in Section 2(b) hereof.

" Rule 144" shall mean Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the Commission providing for offers and sales of securities made in compliance therewith resulting in offers and sales by subsequent holders that are not affiliates of an issuer of such securities being free of the registration and prospectus delivery requirements of the Securities Act.

" Rule 144A" shall mean Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the Commission.

" Rule 415" shall mean Rule 415 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

" Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

" Shelf Filing Event" shall have the meaning set forth in Section 2(c) hereof.

" Shelf Registration" shall have the meaning set forth in Section 3(a) hereof.

" Shelf Registration Statement" shall mean a Registration Statement filed in connection with a Shelf Registration.

" TIA" shall mean the Trust Indenture Act of 1939, as amended. " Trustee" shall mean the trustee under the Indenture and the trustee (if any) under any indenture governing the Exchange Notes and Private Exchange Notes.

" Underwritten registration or underwritten offering" shall mean a registration in which securities of the Issuers are sold to an underwriter for reoffering to the public.

Section 2. Exchange Offer (a) The Issuers shall (i) use commercially reasonable efforts to file a Registration Statement (the " Exchange Offer Registration Statement" ) with the Commission on an appropriate registration form with respect to a registered offer (the " Exchange Offer" ) to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes, together with the Guarantees endorsed thereon (the " Exchange Notes" ), that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions or Liquidated Damages upon a Registration Default), (ii) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer within 180 days after the Issue


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Date. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Issuers shall keep the Exchange Offer open for not less than 30 days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to Holders. Each Holder that participates in the Exchange Offer will be required to represent to the Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an affiliate of the Issuers (as defined in Rule 405 under the Securities Act) or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any resale of such Exchange Notes. (b) The Issuers and the Initial Purchasers acknowledge that the staff of the Commission has taken the position that any broker-dealer that elects to exchange Notes that were acquired by such broker-dealer for its own account as a result of market-making or other trading activities for Exchange Notes in the Exchange Offer (a " Participating Broker-Dealer" ) may be deemed to be an " underwriter" within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes (other than a resale of an unsold allotment resulting from the original offering of the Notes).

The Issuers and the Initial Purchasers also acknowledge that the staff of the Commission has taken the position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Notes, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Securities Act in connection with resales of Exchange Notes for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

In light of the foregoing, if requested by a Participating Broker-Dealer (a " Requesting Participating Broker-Dealer" ), the Issuers agree to use all reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective for a period not to exceed 180 days after the date on which the Exchange Registration Statement is declared effective, or such longer period if extended pursuant to the last paragraph of Section 5 hereof (such period, the " Applicable Period" ), or such earlier date as each Requesting Participating Broker-Dealer shall have notified the Issuers in writing that such Requesting Participating Broker-Dealer has resold all Exchange Notes acquired by it in the Exchange Offer. The Issuers shall include a plan of distribution in such Exchange Offer Registration Statement that meets the requirements set forth in the preceding paragraph.

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If, prior to consummation of the Exchange Offer, the Initial Purchasers or any Holder, as the case may be, holds any Notes acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or if any Holder is not entitled to participate in the Exchange Offer, the Issuers upon the request of any such Initial Purchaser or any such Holder, as the case may be, shall simultaneously with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to any such Initial Purchaser or any such Holder, as the case may be, in exchange (the " Private Exchange" ) for such Notes held by the Initial Purchasers or any such Holder, as the case may be, a like principal amount of notes, together with the Guarantees endorsed thereon (the " Private Exchange Notes" ), of the Issuers that are identical in all material respects to the Exchange Notes except that the Private Exchange Notes may be subject to restrictions on transfer and bear a legend to such effect. The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes (if permitted by the CUSIP Service Bureau). For each Note surrendered in the Exchange Offer, the Holder will receive an Exchange Note having a principal amount equal to that of the surrendered Note. Interest on each Exchange Note and Private Exchange Note issued pursuant to the Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Notes surrendered in exchange therefor or, if no interest has been paid on the Notes, from the Issue Date.

Upon consummation of the Exchange Offer in accordance with this Section 2, the Issuers shall have no further registration obligations other than the Issuers' continuing registration obligations with respect to (i) Private Exchange Notes, (ii) Exchange Notes held by Participating Broker-Dealers and (iii) Notes or Exchange Notes as to which clause (c)(iii) of this Section 2 applies.

In connection with the Exchange Offer, the Issuers shall:

(1) mail or cause to be mailed to each Holder entitled to participate in the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (2) utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate thereof;

(3) permit Holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer shall remain open; and

(4) otherwise comply in all material respects with all applicable laws, rules and regulations.

As soon as practicable after the close of the Exchange Offer and the Private Exchange, if any, the Issuers shall:

(1) accept for exchange all Registrable Notes validly tendered and not validly withdrawn by the Holders pursuant to the Exchange Offer and the Private Exchange, if any;


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(2) deliver or cause to be delivered to the Trustee for cancellation all Notes so accepted for exchange; and

(3) cause the Trustee to authenticate and deliver promptly to each such Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Registrable Notes of such Holder so accepted for exchange; provided that in the case of any Notes held in global form by a depositary, authentication and delivery to such depositary of one or more replacement Notes in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.

The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the Commission, (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Issuers to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Issuers and (iii) all governmental approvals shall have been obtained, which approvals the Issuers deem necessary for the consummation of the Exchange Offer or Private Exchange. The Exchange Notes and the Private Exchange Notes shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture (in either case, with such changes as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the TIA or exemption from such qualification) and which, in either case, has been qualified under the TIA and shall provide that (a) the Exchange Notes shall not be subject to the transfer restrictions set forth in the Indenture and (b) the Private Exchange Notes shall be subject to the transfer restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes will have the right to vote or consent as a separate class on any matter.

(c) In the event that (i) any changes in law or the applicable interpretations of the staff of the Commission do not permit the Issuers to effect the Exchange Offer, (ii) for any reason the Exchange Offer is not consummated within 180 days of the Issue Date, (iii) any Holder, other than any of the Initial Purchasers, is prohibited by law or the applicable interpretations of the staff of the Commission from participating in the Exchange Offer or, in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Issuers within the meaning of the Securities Act) or (iv) any Initial Purchaser so requests with respect to Notes or Private Exchange Notes that have, or that are reasonably likely to be determined to have, the status of unsold allotments in an initial distribution (each such event referred to in clauses (i) through (iv) of this sentence, a " Shelf Filing Event" ), then the Issuers shall file a Shelf Registration pursuant to Section 3 hereof.

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Section 3. Shelf Registration If at any time a Shelf Filing Event shall occur, then:

(a) Shelf Registration . The Issuers shall file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iii) is applicable (the " Shelf Registration" ). The Issuers shall use all commercially reasonable efforts to file with the Commission the Shelf Registration as promptly as practicable. The Shelf Registration shall be on an appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Shelf Registration. (b) The Issuers shall use their reasonable best efforts (x) to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the later of 180 calendar days after the Issue Date or 90 days after the Shelf Registration is required to be filed with the Commission and (y) to keep the Shelf Registration continuously effective under the Securities Act for the period ending on the date which is two years from the Issue Date, subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the " Effectiveness Period" ), or such shorter period ending when all Registrable Notes covered by the Shelf Registration have been sold in the manner set forth and as contemplated in the Shelf Registration; provided , however , that (i) the Effectiveness Period in respect of the Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Issuers may suspend the effectiveness of the Shelf Registration Statement by written notice to the Holders (A) as a result of the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (B) during any Delay Period (as defined in Section 5 hereof). (c) Supplements and Amendments . The Issuers agree to supplement or make amendments to the Shelf Registration Statement as and when required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement or by any underwriter of such Registrable Notes.

Section 4. Liquidated Damages

(a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree that if:

(i) the Exchange Offer is not consummated on or prior to the 180th day following the Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or


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(ii) the Shelf Registration Statement is required to be filed but is not declared effective by the later of 180 calendar days after the Issue Date or 90 days after the Shelf Registration is required to be filed with the Commission, or, if either such day is not a Business Day, the next day that is a Business Day or is declared effective by such date but thereafter ceases to be effective or usable, except if the Shelf Registration ceases to be effective or usable as specifically permitted by the penultimate paragraph of Section 5 hereof; (each such event referred to in clauses (i) and (ii) a " Registration Default" ), liquidated damages in the form of additional cash interest (" Liquidated Damages" ) will accrue on the affected Notes and the affected Exchange Notes, as applicable. The rate of Liquidated Damages will be 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, increasing by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum amount of additional interest of 1.00% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2) the date on which all the Notes and Exchange Notes otherwise become freely transferable by Holders other than affiliates of the Issuers without further registration under the Securities Act. Liquidated Damages shall be the exclusive monetary remedy available to the Holders of the Registrable Notes with respect to Registration Defaults; provided , however , that if the Issuers fail to timely pay such Liquidated Damages, the Holders may pursue any remedy available to them at law, in equity or otherwise.

Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement ( i.e ., such Holder has not elected to include information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to the Shelf Registration Statement.

(b) So long as Notes remain outstanding, the Issuers shall notify the Trustee within five Business Days after each and every date on which an event occurs in respect of which Liquidated Damages is required to be paid. Any amounts of Liquidated Damages due pursuant to clauses (a)(i) or (a)(ii) of this Section 4 will be payable in cash semi-annually on each May 1 and November 1 (each a " Damages Payment Date" ), commencing with the first such date occurring after any such Liquidated Damages commence to accrue, to Holders to whom regular interest is payable on such Damages Payment Date with respect to Notes that are Registrable Securities. The amount of Liquidated Damages for Registrable Notes will be determined by multiplying the applicable rate of Liquidated Damages by the aggregate principal amount of all such Registrable Notes outstanding on the Damages Payment Date following such Registration Default in the case of the first such payment of Liquidated Damages with respect to a Registration Default (and there ...