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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. _____________)

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[ ] Soliciting Material Pursuant to Section 240.14a-12

Allergan Specialty Therapeutics, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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ALLERGAN SPECIALTY THERAPEUTICS, INC.
2525 DUPONT DRIVE
IRVINE, CA 92612
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 19, 2001

TO THE STOCKHOLDERS OF ALLERGAN SPECIALTY THERAPEUTICS, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Allergan
Specialty Therapeutics, Inc., a Delaware corporation (the "Company" or "ASTI"),
will be held on April 19, 2001 at 10:00 a.m., local time, at 2525 Dupont Drive,
Irvine, California 92612 for the following purposes:

1. To elect directors to serve for the ensuing year and until their
successors are elected.

2. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

The Board of Directors has fixed the close of business on March 1, 2001 as
the record date for the determination of stockholders entitled to notice of and
to vote at this Annual Meeting and at any adjournment or postponement thereof.

By Order of the Board of Directors

/s/ WILLIAM C. SHEPHERD
William C. Shepherd
Chairman of the Board,
President and Chief Executive Officer

Irvine, California
March 19, 2001

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
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ALLERGAN SPECIALTY THERAPEUTICS, INC.
2525 DUPONT DRIVE
IRVINE, CA 92612
------------------------

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS

APRIL 19, 2001
------------------------

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed proxy is solicited on behalf of the Board of Directors of
Allergan Specialty Therapeutics, Inc., a Delaware corporation ("ASTI" or the
"Company"), for use at the Annual Meeting of Stockholders to be held on April
19, 2001, at 10:00 a.m., local time, or at any adjournment or postponement
thereof (the "Annual Meeting"), for the purposes set forth herein and in the
accompanying Notice of Annual Meeting. The Annual Meeting will be held at 2525
Dupont Drive, Irvine, California 92612. The Company intends to mail this proxy
statement and accompanying proxy card on or about March 19, 2001, to all
stockholders entitled to vote at the Annual Meeting.

SOLICITATION

The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding in their names shares of Class A Common Stock beneficially
owned by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Class A Common Stock for their costs
of forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors or officers. No additional compensation will
be paid to directors or officers for such services.

VOTING RIGHTS AND OUTSTANDING SHARES

Only stockholders of record at the close of business on March 1, 2001 will
be entitled to notice of and to vote at the Annual Meeting. At the close of
business on March 1, 2001 the Company had outstanding and entitled to vote
3,272,690 shares of Class A Common Stock and 1,000 shares of Class B Common
Stock.

Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.
As more specifically set forth below, the holders of the Class A and Class B
Common Stock will vote separately as a class on Proposal 1 (Election of
Directors).

All votes will be tabulated by the inspector of elections appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.

REVOCABILITY OF PROXIES

Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 2525
Dupont Drive, Irvine, California 92612, a written notice of revocation or a duly
executed proxy
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bearing a later date, or it may be revoked by attending the meeting and voting
in person. Attendance at the meeting will not, by itself, revoke a proxy.

STOCKHOLDER PROPOSALS

The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2002 annual
meeting of stockholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission is November 20, 2001. The deadline for submitting a stockholder
proposal or a nomination for director that is not to be included in such proxy
statement and proxy is sixty days in advance of the 2002 annual meeting of
stockholders or ten days after the date on which notice of the meeting is first
given to the stockholders, whichever is later. Stockholders are also advised to
review the Company's Bylaws, which contain additional requirements with respect
to advance notice of stockholder proposals and director nominations.

PROPOSAL 1

ELECTION OF DIRECTORS

The Company's Restated Certificate of Incorporation provides that, until
the expiration of the Purchase Option (described below under the caption
"Certain Relationships and Related Transactions -- Relationship Between the
Company and Allergan, Inc."), with respect to the election of directors, the
holders of the Class A Common Stock, voting as a separate class, are entitled to
elect up to four directors, and Allergan, Inc., the sole holder of the Class B
Common Stock, voting as a separate class, is entitled to elect one director.

The Board of Directors was saddened by the death in early February 2001 of
Board member Gary L. Neil, Ph.D. As a result of Dr. Neil's untimely death, there
are only four nominees for the five Board positions presently authorized in the
Company's Bylaws.

Each director to be elected will hold office until the next annual meeting
of stockholders and until his successor is elected and has qualified, or until
such director's earlier death, resignation or removal. Each nominee listed below
is currently a director of the Company.

Of the four persons named below as nominees for the position of director of
the Company, William C. Shepherd, Alan J. Lewis, Ph.D., and Marvin E.
Rosenthale, Ph.D., have been designated as nominees to be elected by holders of
the Class A Common Stock. Lester J. Kaplan, Ph.D. has been designated as the
nominee to be elected by the holder of the Class B Common Stock. Each share of
Class A Common Stock and Class B Common Stock has one vote in the election of
the directors to be elected by that class.

Shares represented by executed proxies will be voted, if authority to do so
is not withheld, for the election of the nominees named below. In the event that
any nominee should be unavailable for election as a result of an unexpected
occurrence, such shares will be voted for the election of such substitute
nominee as management may propose. Each person nominated for election has agreed
to serve if elected, and management has no reason to believe that any nominee
will be unable to serve.

Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.

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NOMINEES

The names of the nominees and certain information about them are set forth
below:

DIRECTORS TO BE ELECTED BY PRINCIPAL OCCUPATION/
HOLDERS OF CLASS A COMMON STOCK AGE POSITION HELD WITH THE COMPANY
------------------------------- --- ------------------------------

William C. Shepherd.................. 62 Chairman of the Board of Directors, President
and Chief Executive Officer
Alan J. Lewis, Ph.D.(1).............. 55 President of Signal Research Division of
Celgene
Marvin E. Rosenthale, Ph.D.(1)....... 67 Member, Board of Directors

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(1) Member of the Audit Committee.

WILLIAM C. SHEPHERD, 62, has been President and Chief Executive Officer of
the Company since March 1998. He also served as Chairman of the Board of
Allergan, Inc., a technology-driven, global health care company ("Allergan"),
from January 1996, and as Allergan's President and Chief Executive Officer from
1992, until his retirement effective January 1, 1998. Since his retirement, Mr.
Shepherd has served as a consultant to Allergan. Mr. Shepherd first joined
Allergan in 1966 and from 1984 to 1991, was its President and Chief Operating
Officer. He is a director of ANSYS Diagnostics, Inc., a private company engaged
in the development, manufacture and marketing of disposable medical diagnostic
products. Mr. Shepherd was elected to the ASTI Board of Directors in 1998.

ALAN J. LEWIS, PH.D., 55, has served as President of the Signal Research
Division of Celgene, a biopharmaceutical company, since August 2000. Prior to
that, he served as Chief Executive Officer and director of Signal
Pharmaceuticals, Inc., an integrated target and drug discovery company
("Signal"), since 1996 and as President of Signal since 1994. Prior to joining
Signal, Dr. Lewis served for 15 years at the Wyeth-Ayerst Research division of
Wyeth Laboratories, Inc., a subsidiary of American Home Products, where he held
a variety of positions, including Vice President of Research from 1990 to 1994.
At Wyeth-Ayerst, Dr. Lewis was responsible for research efforts in CNS,
cardiovascular, inflammatory, allergy and bone metabolism diseases. Dr. Lewis is
also a member of the Board of Directors of Discovery Partners International,
Inc., a publicly-held company. Dr. Lewis was elected to the ASTI Board in 1998
and is a member of its Audit Committee.

MARVIN E. ROSENTHALE, PH.D., 67, served as President and Chief Executive
Officer of Allergan Ligand Retinoid Therapeutics., Inc. ("ALRT") from December
1994 until November 1997. ALRT was formed by Allergan and Ligand Pharmaceuticals
Incorporated ("Ligand") in 1994 to accelerate development of retinoid products
previously being pursued in the Allergan/Ligand joint venture (the "Joint
Venture"), of which Dr. Rosenthale was Vice President from August 1993 until the
formation of ALRT. Prior to joining the Joint Venture, Dr. Rosenthale served as
Vice President, Drug Discovery Worldwide, at R. W. Johnson Pharmaceutical
Research Institute from 1990 to 1993. From 1977 to 1990, Dr. Rosenthale served
in a variety of positions in drug discovery research for Ortho Pharmaceutical
Corporation, including director of the divisions of pharmacology and of
biological research and executive director of drug discovery research. From 1960
to 1977, he served in various positions with Wyeth Laboratories, Inc. Dr.
Rosenthale is a member of the Board of Directors and the Compensation and Audit
Committees of Discovery Laboratories, Inc. (formerly known as Acute Therapeutics
Inc.), a publicly-held company. Dr. Rosenthale was elected to the ASTI Board in
1998.

DIRECTOR TO BE ELECTED BY THE PRINCIPAL OCCUPATION/
HOLDER OF CLASS B COMMON STOCK AGE POSITION HELD WITH THE COMPANY
------------------------------ --- ------------------------------

Lester J. Kaplan, Ph.D. ............. 50 Corporate Vice President and President,
Research and Development and Global BOTOX(R) of
Allergan, Inc.

LESTER J. KAPLAN, PH.D., 50, has served as Corporate Vice President and
President, Research and Development and Global BOTOX(R) of Allergan since May
1998 and, from July 1996 to May 1998, was Corporate Vice President, Science and
Technology of Allergan. From 1992 to 1996, he was Corporate Vice President,
Research and Development of Allergan. He served as Senior Vice President,
Pharmaceutical Research and Development of Allergan from 1991 to 1992, and as
Senior Vice President, Research and

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Development of Allergan from 1989 to 1991. Dr. Kaplan is an Advisory Board
Member to Healthcare Ventures and serves on the Board of Directors of ACADIA
Pharmaceuticals Inc., a privately-held company. He is also a member of the Board
of Directors of the Orange County Performing Arts Center. He first joined
Allergan in 1983 and was elected to the Allergan Board of Directors in 1994. Dr.
Kaplan has been a director of ASTI since its formation in November 1997 and,
from November 1997 until March 1998, was its President and Chief Executive
Officer.

BOARD COMMITTEES AND MEETINGS

During the fiscal year ended December 31, 2000, the Board of Directors held
four meetings. The Board has an Audit Committee. There are no other Committees
of the Board of Directors, and the full Board of Directors served all functions
other than those functions served by the Audit Committee.

The Audit Committee meets with the Company's independent auditors at least
annually to review the results of the annual audit and discuss the financial
statements; recommends to the Board the independent auditors to be retained; and
receives and considers the accountants' comments as to internal controls,
adequacy of staff and management performance and procedures in connection with
performance of the annual audit. The Audit Committee is composed of two
non-employee directors: Drs. Lewis and Rosenthale. The Audit Committee met once
during the fiscal year ended December 31, 2000. All members of the Company's
Audit Committee are independent (as independence is defined in Rule 4200(a)(15)
of the NASD listing standards. The Report of the Audit Committee is found on
page 10 below, and the Charter adopted by the Audit Committee is attached to
this Proxy Statement as Exhibit A.

During the fiscal year ended December 31, 2000, each incumbent Board member
attended 75% or more of the aggregate of the meetings of the Board and of the
committees on which he served, held during the period for which he was a
director or committee member, respectively.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth certain information regarding the ownership
of the Company's Class A Common Stock and Class B Common Stock as of March 1,
2001 (unless otherwise indicated in a footnote) by: (i) each nominee for
director; (ii) each of the executive officers named below under "Executive
Compensation and Other Information"; (iii) all executive officers and directors
of the Company as a group; and (iv) all those known by the Company to be
beneficial owners of more than five percent of its Class A Common Stock or Class
B Common Stock.

BENEFICIAL OWNERSHIP OF
CLASS A COMMON STOCK(1)
-----------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNERS OF CLASS A COMMON STOCK SHARES TOTAL
----------------------------------------- --------- ----------

Lester J. Kaplan, Ph.D.(2).................................. 579 *
Alan J. Lewis, Ph.D. ....................................... 0 0
Marvin E. Rosenthale, Ph.D. ................................ 0 0
William C. Shepherd(3)...................................... 1,830 *
Douglas S. Ingram........................................... 1,332 *
James M. Hindman............................................ 136 *
Farallon Capital Partners, L.P.(4).......................... 1,171,621 35.80%
One Maritime Plaza, Suite 1325
San Francisco, California 94111
Constable Partners, L.P.(5)................................. 399,920 12.22%
5 Radnor Corp. Center
100 Matsonford Road, Suite 520
Radnor, Pennsylvania 19087
Woodbourne Partners, L.P.(6)................................ 449,350 13.70%
200 N. Broadway, Suite 825
St. Louis, Missouri 63102

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Wellington Management Company, LLP(7)....................... 176,330 5.39%
75 State Street
Boston, Massachusetts 02109
All executive officers and directors as a
group (6 persons)(8)...................................... 3,877 *

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* Less than one percent.

(1) This table is based upon information supplied by officers, directors and
principal stockholders and upon Schedules 13D and 13G filed with the
Securities and Exchange Commission (the "SEC"). Unless otherwise indicated
in the footnotes to this table and subject to community property laws where
applicable, the Company believes that each of the stockholders named in this
table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on
3,272,690 shares of Class A Common Stock outstanding on March 1, 2001,
adjusted as required by rules promulgated by the SEC.

(2) Shares held by the Lester J. Kaplan Trust dated October 23, 1998, Lester J.
Kaplan, Trustee.

(3) Shares held by the Shepherd Family Trust dated April 4, 1995, William Clark
Shepherd and Sandra Harper Shepherd, Trustees.

(4) Based upon Amendment No. 18 to Schedule 13D dated April 19, 2000, which
reported shares owned as of April 14, 2000 and which was filed jointly by
Andrew B. Fremder, David I. Cohen, Enrique H. Boilini, Fleur E. Fairman,
Jason M. Fish, Joseph F. Downes, Meridee A. Moore, Stephen L. Millham,
Thomas F. Steyer, William F. Mellin, William F. Duhamel, Richard B. Fried,
Mark C. Wehrly, Farallon Capital Partners, L.P. ("FCP"), Farallon Partners,
L.L.C. ("FPLLC"), Farallon Capital Institutional Partners, L.P. ("FCIP"),
Farallon Capital Institutional Partners II, L.P. ("FCIPII"), Farallon
Capital Institutional Partners III, L.P. ("FCIPIII"), Farallon Capital
Management LLC ("FCMLLC") and Tinicum Partners, L.P. ("Tinicum"). FPLLC has
shared voting and dispositive power as to 688,721 shares, which includes
265,621 shares as to which FCP has shared voting and dispositive power,
273,300 shares as to which FCIP has shared voting and dispositive power,
57,000 shares as to which FCIPII has shared voting and dispositive power,
68,600 shares as to which FCIPIII has shared voting and dispositive power
and 24,200 shares as to which Tinicum has shared voting and dispositive
power. FCMLLC has shared voting and dispositive power as to 482,900 shares.
All of the individuals (other than Ms. Fairman) have shared voting and
dispositive power as to 1,171,621 shares. Ms. Fairman has shared voting and
dispositive power as to 688,721 shares.

(5) Based upon Amendment No. 1 to Schedule 13G dated February 10, 2001, filed by
Constable Partners, L.P. on behalf of itself and affiliates, which reported
shares owned as of December 31, 2000. According to such amended Schedule
13G, Lourde John Constable, d/b/a Constable Asset Management, Ltd., has sole
voting and dispositive power over 38,400 shares and shared voting and
dispositive power over 361,250 shares, and Constable Partners has shared
voting and dispositive power over 361,250 shares.

(6) Based upon Amendment No. 3 to Schedule 13G dated February 14, 2001, a joint
filing by the entities and persons named below, which reported shares owned
as of December 31, 2000. Clayton Management Company and John D. Weil have
sole voting and dispositive power as to 449,350 shares, which includes
379,350 shares beneficially owned by Woodbourne Partners and 70,000 shares
beneficially owned by Forsyth Joint Venture.

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(7) Based upon Amendment No. 2 to Schedule 13G dated February 14, 2001, which
reported shares owned as of December 31, 2000. Wellington Management LLP has
shared voting and dispositive power as to 176,330 shares.

(8) See footnotes (2) and (3).

BENEFICIAL OWNERSHIP OF
CLASS B COMMON STOCK
-----------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER OF CLASS B COMMON STOCK SHARES TOTAL
---------------------------------------- --------- ----------

Allergan, Inc. ............................................. 1,000 100%
2525 Dupont Drive
Irvine, California 92612

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 2000, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with, except for
Woodbourne Partners, L.P. and affiliates (named above in the table under
"Security Ownership of Certain Beneficial Owners and Management"), which did not
timely file an initial statement of ownership on Form 3.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

COMPENSATION OF DIRECTORS

Each director of the Company other than Dr. Lester J. Kaplan receives an
annual retainer of $10,000 plus a per meeting fee of $1,000. In the fiscal year
ended December 31, 2000, the total compensation paid to each incumbent director
other than Dr. Kaplan was $13,000. The members of the Board of Directors are
eligible for reimbursement for their expenses incurred in connection with
attendance at Board meetings in accordance with Company policy.

EXECUTIVE OFFICERS

NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------

William C. Shepherd....................... 62 President and Chief Executive
Officer
Douglas S. Ingram......................... 38 General Counsel and Secretary
James M. Hindman.......................... 40 Chief Financial Officer

Officers are appointed by and hold office at the pleasure of the Board of
Directors.

Mr. Shepherd's biography is set forth in Proposal 1 under the heading
"Election of Directors -- Nominees."

Mr. Ingram has been the General Counsel and Secretary of the Company since
October 1998. He has also been Senior Vice President and General Counsel of
Allergan since January 2001, and its Assistant Secretary since November 1998.
Prior to that, Mr. Ingram was Allergan's Associate General Counsel from August
1998, its Assistant General Counsel from January 1998 and Senior Attorney and
Chief Litigation Counsel of Allergan from March 1996, when he first joined
Allergan. Prior to joining Allergan, Mr. Ingram was, from August 1988 to March
1996, an attorney with the Orange County office of the law firm of Gibson, Dunn
& Crutcher. He currently serves on the Board of United Cerebral Palsy of Orange
County.

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Mr. Hindman has been the Chief Financial Officer of the Company since April
2000. He has been Senior Vice President and Controller of Allergan since January
2000 and prior thereto was its Vice President, Financial Planning and Analysis
since February 1997. Prior to that, Mr. Hindman served 12 years in a variety of
positions at Allergan, including Plant Controller, Director of Manufacturing
Planning and Reporting, Director of Finance (Northwest Europe), and Assistant
Corporate Controller. Mr. Hindman first joined Allergan in 1984.

COMPENSATION OF EXECUTIVE OFFICERS

The executive officers did not receive compensation for services rendered
in any capacity to the Company for the fiscal years ended December 31, 1998,
1999 and 2000.

STOCK OPTION, STOCK APPRECIATION RIGHTS, EXERCISES AND HOLDINGS

The Company does not currently maintain an option program for its employees
and is prevented by its Certificate of Incorporation from issuing any additional
shares, class or series of stock without the affirmative vote of the holders of
a majority of the issued and outstanding shares of the Class B Common Stock, all
of which are held by Allergan. The Company did not grant any stock options or
stock appreciation rights to any of its executive officers during the year ended
December 31, 2000.

EMPLOYMENT AGREEMENT

William C. Shepherd provides services to ASTI pursuant to the terms of a
letter agreement between Mr. Shepherd and Allergan regarding Mr. Shepherd's
retirement from Allergan, which was effective January 1, 1998. Pursuant to the
terms of the letter agreement, Allergan has agreed to pay Mr. Shepherd severance
payments totaling $3,210,000, on a semi-monthly basis, during the period
commencing January 1, 1998 and ending 36 months following such date (the
"Severance Pay Period"). In partial consideration of such severance payments,
Mr. Shepherd has agreed to provide consulting services to Allergan as requested
by Allergan's Chief Executive Officer for up to a maximum of 50 days per year
during the Severance Pay Period. In addition, pursuant to the terms of the
letter agreement, the vesting of all of Mr. Shepherd's outstanding unvested
Allergan options was accelerated as of January 1, 1998. Such options are
exercisable by Mr. Shepherd at any time prior to the earlier of (a) January 1,
2003 or (b) the expiration of any such options in accordance with their terms.
Under the terms of the letter agreement, Allergan has also agreed to provide Mr.
Shepherd with continued medical, dental, group term life, disability and
flexible spending account benefits, continued pension benefit accruals and other
miscellaneous perquisites and benefits during the Severance Pay Period.

REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION(1)

All of the Company's officers are affiliated with Allergan and are not
separately compensated by the Company. Accordingly, the Board has not
established any policies governing executive officer compensation, and
compensation of such executive officers by Allergan is not directly related to
their performance as executive officers of the Company.

BOARD OF DIRECTORS

Lester J. Kaplan, Ph.D.
Alan J. Lewis, Ph.D.
Marvin E. Rosenthale, Ph.D.
William C. Shepherd

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(1) The material in this report is not "soliciting material," is not deemed
"filed" with the SEC, and is not to be incorporated by reference into any
filing of the Company under the 1933 Act or the 1934 Act, whether made
before or after the date hereof and irrespective of any general
incorporation language contained in such filing.
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REPORT OF THE AUDIT COMMITTEE(1)

The Audit Committee of the Board of Directors of ASTI issues the following
report for inclusion in the Company's Proxy Statement in connection with the
Company's Annual Meeting scheduled for April 19, 2001:

1. The Audit Committee has reviewed and discussed the audited financial
statements for the year ended December 31, 2000, with management of the
Company and with the Company's independent auditors, KPMG LLP.

2. The Audit Committee has discussed those matters required by Statement on
Auditing Standards No. 61 with KPMG LLP.

3. The Audit Committee has received the written disclosures and the letter
from the independent auditors required by Independence Standards Board
No. 1, and has discussed with the independent auditors the auditors'
independence from the Company and its management (including whether the
independent auditors' provision of information technology services, if
any, and other non-audit services to the Company is compatible with the
auditors' independence).

4. After the discussions referenced in paragraphs 1 through 3 above, the
Audit Committee recommended to the Board of Directors that the audited
financial statements for the fiscal year ended December 31, 2000 be
included or incorporated by reference in the Annual Report on Form 10-K
for that fiscal year for filing with the Securities and Exchange
Commission.

5. The Audit Committee has determined that the rendering of all non-audit
services by KPMG LLP is compatible with maintaining the auditors'
independence.

AUDIT COMMITTEE

Alan J. Lewis, Ph.D.
Marvin E. Rosenthale, Ph.D.

AUDIT FEES

During the fiscal year ended December 31, 2000, the aggregate fees billed
by KPMG LLP for the audit of the Company's financial statements for such fiscal
year and for the reviews of the Company's interim financial statements were
$34,750. All of such services were performed by permanent full-time employees of
KPMG LLP.

ALL OTHER FEES

During the fiscal year ended December 31, 2000, the aggregate fees billed
by KPMG LLP for professional services unrelated to the annual audit and
quarterly reviews were $11,300. During the fiscal year ended December 31, 2000,
KPMG LLP did not bill the Company for any information technology consulting
fees.

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PERFORMANCE MEASUREMENT COMPARISON(1)

The following graph shows the total stockholder return of an investment of
$100 in cash on March 10, 1998 (the date on which the Company's Class A Common
Stock was first traded on the Nasdaq National Market) for (i) the Company's
Class A Common Stock, (ii) the weighted average return of stock companies
included in the Nasdaq Stock Market Total Return Index (US) ("Market Index") and
(iii) the Nasdaq Pharmaceutical Stocks Index ("Industry Index"). All values
assume reinvestment of the full amount of all dividends and are calculated as of
December 31 of each year.

The stockholder return shown on the graph below is not necessarily
indicative of future performance and the Company will not make or endorse any
predictions as to future stockholder returns:

COMPARISON OF CUMULATIVE TOTAL RETURN ON INVESTMENT

[PERFORMANCE GRAPH]

- -----------------------------------------------------------------------
3/10/98 12/31/98 12/31/99 12/31/00
- -----------------------------------------------------------------------

ASTI 100 103 140 322
Market Index 100 127 230 142
Industry Index 100 122 227 285
- -----------------------------------------------------------------------

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATIONSHIP BETWEEN THE COMPANY AND ALLERGAN, INC.

In connection with the distribution by Allergan of all of the Class A
Common Stock to its stockholders in March 1998 (the "Distribution"), the Company
and Allergan entered into the following agreements, each of

- ---------------

(1) This Section is not "soliciting material," is not deemed "filed" with the
SEC, and is not to be incorporated by reference into any filing of the
Company under the 1933 Act or the 1934 Act, whether made before or after the
date hereof and irrespective of any general incorporation language contained
in such filing.
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which agreements is described in the Prospectus dated March 6, 1998 and in the
Company's most recent Annual Report on Form 10-K:

Technology License Agreement. Pursuant to the Technology License Agreement,
Allergan granted to ASTI an exclusive (subject to certain pre-existing rights),
perpetual license, with certain rights to sublicense, to use certain Allergan
technology (the "Allergan Technology") solely to conduct research and
development with respect to products proposed by Allergan and approved by the
Company's Board (the "ASTI Products") and to conduct related activities, and to
commercialize such products. Until a product candidate becomes an ASTI Product,
Allergan will have full rights to exploit such product, subject only to its
obligations to pay royalties on net sales of products (other than ASTI Products)
covered by technology developed or otherwise obtained by ASTI pursuant to the
Research and Development Agreement ("Developed Technology Products") and
products ("Pre-Selection Products") resulting from other research and
pre-clinical development work undertaken by ASTI to determine the suitability of
other lead compounds and product candidates for research and development
("Pre-Selection Work").

In exchange for the license to use the existing Allergan Technology
relating to the ASTI Products and Allergan's commitment to make specified
payments on sales of certain products, ASTI must pay a technology fee (the
"Technology Fee") to Allergan and has granted Allergan the License Option and
the option to independently develop Pre-Selection Products. The Technology Fee
is payable monthly over a period of four years and was $833,333 per month for
the first 12 months following October 23, 1997, $558,333 per month for the
following 12 months, $275,000 per month for the following 12 months and $166,667
per month for the following 12 months; provided that the Technology Fee will no
longer be payable at such time as fewer than two of the ASTI Products are being
developed by ASTI and/or have been licensed by Allergan pursuant to Allergan's
exercise of its option to commercialize an ASTI Product pursuant to the License
Option Agreement described below (the "License Option").

Research and Development Agreement. Under the Research and Development
Agreement, Allergan has agreed to perform diligently all work necessary to
conduct the activities agreed upon by Allergan and ASTI. Activities under the
Research and Development Agreement, which include the research and development
of ASTI Products and agreed upon Pre-Selection Work, are undertaken pursuant to
work plans and cost estimates proposed by Allergan and accepted by ASTI.

Under the Research and Development Agreement, ASTI is expected to utilize
substantially all of the $200 million contributed to it by Allergan in
connection with the Distribution, plus any investment income earned thereon,
less certain research and development costs, ASTI's administrative expenses and
certain technology fee payments, to reimburse Allergan for its fully-burdened
cost of activities undertaken pursuant to the Research and Development
Agreement.

The Research and Development Agreement will terminate upon the exercise or
expiration of the Purchase Option; provided, however, that Allergan's obligation
to pay certain developed technology royalties and Pre-Selection Product payments
will continue if the Purchase Option expires unexercised.

License Option Agreement. Pursuant to the License Option Agreement, ASTI
has granted the License Option to Allergan pursuant to which Allergan may, on a
product-by-product and country-by-country basis, obtain from ASTI a
royalty-bearing, perpetual, exclusive license (with the right to sublicense) to
research, develop, make, have made and use an ASTI Product and to sell and have
sold such product (a "Licensed Product") in the country or countries as to which
the License Option is exercised (the "Territory"). Allergan may exercise the
License Option with respect to any ASTI Product on a country-by-country basis at
any time until (i) with respect to the United States, 30 days after FDA
clearance to market such ASTI Product in the United States and (ii) with respect
to all other countries, 90 days after the earlier of (a) clearance by the
appropriate regulatory agency to market such ASTI Product in such country, or
(b) clearance by the FDA to market the ASTI Product in the United States. The
License Option will expire, to the extent not previously exercised, 30 days
after the expiration of the Purchase Option.

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Allergan has the option to buy out ASTI's right to receive royalties for
any Licensed Product on either a country-by-country or global basis. To the
extent Allergan does not exercise the License Option with respect to any ASTI
Product, ASTI will retain exclusive rights to develop and commercialize such
ASTI Product.

Purchase Option. Under ASTI's Restated Certificate of Incorporation,
Allergan has an exclusive, irrevocable option to purchase all, but not less than
all, of the issued and outstanding Class A Common Stock (the "Purchase Option").
Allergan may exercise the Purchase Option by written notice to ASTI at any time
during the period beginning immediately after the Distribution and ending on
December 31, 2002; provided that such date will be extended for successive six
month periods if, as of any June 30 or December 31 beginning with June 30, 2001,
ASTI has not paid or accrued expenses for at least 95% of all Available Funds
pursuant to the Research and Development Agreement. The Purchase Option will in
any case terminate on the 90th day after the date (the "Statement Date") on
which Allergan receives notice that the amount of cash and marketable securities
held by ASTI is less than $15 million. All certificates evidencing Class A
Common Stock will bear a legend indicating that such shares are subject to the
Purchase Option. If the Purchase Option is exercised, the exercise price (the
"Purchase Option Exercise Price") will be the greatest of:

(a)(i) 25 times the aggregate of (a) all worldwide payments made by
and all worldwide payments due to be made by Allergan to ASTI with respect
to all Licensed Products, Developed Technology Products and Pre-Selection
Products for the four calendar quarters immediately preceding the quarter
in which the Purchase Option is exercised (the "Base Period") and (b) all
payments that would have been made and all payments due to be made by
Allergan to ASTI during the Base Period if Allergan had not previously
exercised its payment buy-out option with respect to any product; provided,
however, that, for the purposes of the foregoing calculation, for any
product which has not been commercially sold during each of the four
calendar quarters in the Base Period, Allergan will be deemed to have made
Product Payments, Developed Technology Royalties and Pre-Selection Product
Payments to ASTI for each such quarter equal to the average of the payments
made during each of such calendar quarters during which such product was
commercially sold, less (ii) any amounts previously paid to exercise any
payment buy-out option for any product;

(b) the fair market value of 1,000,000 shares of Allergan Common Stock
determined as of the date Allergan provides notice of its intention to
exercise its Purchase Option;

(c) $250 million less the aggregate amount of all Technology Fee
payments and Research and Development Costs paid or incurred by ASTI as of
the date the Purchase Option is exercised; or

(d) $60 million.

In each case, the amount payable as the Purchase Option Exercise Price will
be reduced to the extent, if any, that ASTI's liabilities at the time of
exercise (other than liabilities under the Research and Development Agreement,
the Services Agreement and the Technology License Agreement) exceed ASTI's cash
and cash equivalents and short-term and long-term investments (excluding the
amount of Available Funds remaining at such time). For this purpose, liabilities
will include, in addition to liabilities required to be reflected on ASTI's
financial statements under generally accepted accounting principles, certain
contingent liabilities relating to guarantees and similar arrangements.

Allergan must pay the Purchase Option Exercise Price in cash. For the
purpose of determining the Purchase Option Exercise Price, the fair market value
of Allergan Common Stock shall be deemed to be the average of the closing sales
price of Allergan Common Stock on the New York Stock Exchange for the 20 trading
days ending with the trading day that is two trading days prior to the date of
determination.

Distribution Agreement. Under the Distribution Agreement, Allergan
contributed $200 million in cash to ASTI prior to the Distribution, and
distributed the Class A Common Stock to the Holders. Under the Distribution
Agreement, Allergan has agreed to indemnify ASTI's officers and directors to the
same extent such persons are entitled to indemnification under ASTI's Restated
Certificate of Incorporation if Allergan exercises the Purchase Option.

11
14

Services Agreement. ASTI and Allergan have entered into a Services
Agreement pursuant to which Allergan has agreed to provide ASTI with
administrative services, including accounting and legal services, and other
services as mutually agreed on a fully-burdened cost reimbursement basis. The
initial term of the Services Agreement expired on December 31, 1998, but such
agreement was renewed and will continue to be renewed automatically for
successive one-year terms during the term of the Research and Development
Agreement, until six months after the expiration of the Purchase Option. ASTI
may terminate the Services Agreement at any time upon 60 days' written notice.

OTHER RELATIONSHIPS AND TRANSACTIONS

Mr. Shepherd provides services to the Company pursuant to the terms of a
letter agreement between Mr. Shepherd and Allergan regarding Mr. Shepherd's
retirement from Allergan, as described under the caption "Executive
Compensation -- Employment Agreements."

The Company has entered into indemnity agreements with certain officers and
directors which provide, among other things, that the Company will indemnify
such officer or director, under the circumstances and to the extent provided for
therein, for expenses, damages, judgments, fines and settlements he may be
required to pay in actions or proceedings which he is or may be made a party by
reason of his position as a director, officer or other agent of the Company, and
otherwise to the full extent permitted under Delaware law and the Company's
Bylaws.

OTHER MATTERS

The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.

By Order of the Board of Directors

/s/ WILLIAM C. SHEPHERD
William C. Shepherd
Chairman of the Board, President
and Chief Executive Officer

March 19, 2001

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EXHIBIT A

CHARTER OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors of Allergan Specialty
Therapeutics, Inc. (the "Company") shall consist of at least two members of the
Board of Directors and shall be charged with the following functions:

I. To recommend annually to the Board of Directors the firm of
certified public accountants to be employed by the Company as its
independent auditors for the ensuing year.

II. To review the engagement of the independent auditors, including
the scope, extent and procedures of the audit and the compensation to be
paid therefore, and all other matters the Audit Committee deems
appropriate.

III. To have familiarity, through the individual efforts of its
members, with the accounting and reporting principles and practices applied
by the Company in preparing its financial statements including without
limitation the policies for recognition of revenues in financial
statements.

IV. To review with the senior management of the Company and the
independent auditors, upon completion of their audit, financial results for
the year, as reported in the Company's financial statements, supplemental
disclosures to the Securities and Exchange Commission or other disclosures.

V. To assist and to interact with the independent auditors so that
they may carry out their duties in the most efficient and cost effective
manner.

VI. To evaluate the cooperation received by the independent auditors
during their audit examination, including their access to all requested
records, data and information, and to elicit the comments of management
regarding the responsiveness of the independent auditors to the Company's
needs.

VII. To review the Company's balance sheet, profit and loss statement
and statements of cash flows and shareholders' equity for each interim
period, and any changes in accounting policy that have occurred during the
interim period.

VIII. To review and to approve all professional services provided to
the Company by its independent auditors and to consider the possible effect
of such services on the independence of such auditors.

IX. To consult with the independent auditors and to discuss with the
senior management of the Company the scope and quality of internal
accounting and financial reporting controls in effect.

X. To investigate, to review and to report to the Board of Directors
the propriety and ethical implications of any transactions, as reported or
disclosed to the Committee by the independent auditors, employees,
officers, members of the Board of Directors or otherwise, between (i) the
Company and (ii) any employee, officer or member of the Board of Directors
of the Company, or any affiliates of the foregoing.

XI. To perform such other functions and to have such power as may be
necessary or convenient in the efficient and lawful discharge of the
foregoing.

XII. To report to the Board of Directors from time to time, or
whenever it shall be called upon to do so.

Minutes of each meeting of the Audit Committee shall be prepared and
distributed to each director of the Company promptly after each meeting.

The operation of the Audit Committee shall be subject to the Bylaws as in
effect from time to time and Section 141 of the Delaware General Company Law.

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PROXY

ALLERGAN SPECIALTY THERAPEUTICS, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 19, 2001

The undersigned hereby appoints Douglas S. Ingram and James M. Hindman,
and each of them, as attorneys and proxies of the undersigned, with full power
of substitution, to vote all of the shares of the Class A Common Stock of
Allergan Specialty Therapeutics, Inc. (the "Company") which the undersigned may
be entitled to vote at the Annual Meeting of Stockholders of the Company to be
held at the offices of the Company, located at 2525 Dupont Drive, Irvine, CA
92612, on Thursday, April 19, 2001, at 10:00 a.m., local time, and at any and
all continuations, adjournments or postponements thereof, with all powers that
the undersigned would possess if personally present, upon and in respect of the
following matters and in accordance with the following instructions, with
discretionary authority as to any and all other matters that may properly come
before the meeting.

UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
ALL NOMINEES LISTED IN PROPOSAL 1, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY
STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN
ACCORDANCE THEREWITH.

------------
SEE REVERSE
SIDE
------------

= FOLD AND DETACH HERE =

PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.

- --------------------------------------------------------------------------------------------------------------------
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED BELOW.
- --------------------------------------------------------------------------------------------------------------------

1. To elect directors to hold office until FOR WITHHELD NOMINEES: Alan J. Lewis, Ph.D., Marvin E.
the next Annual Meeting of Stockholders [ ] [ ] Rosenthale, Ph.D. and William C. Shepherd
and until their successors are elected.

To withhold authority to vote for any nominee(s) write such nominee(s)' name(s) below:

- --------------------------------------------------------------

Please sign exactly as name appears hereon. If
the stock is registered in the names of two or
more persons, each should sign. Executors,
administrators, trustees, guardians and
attorneys-in-fact should add their titles. If
signer is a corporation, please give full
corporate name and have a duly authorized
officer sign, stating title. If signer is a
partnership, please sign in partnership name by
authorized person.

PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY
IN THE ENCLOSED RETURN ENVELOPE WHICH IS POSTAGE
PREPAID IF MAILED IN THE UNITED STATES.

------------------------------------------------

------------------------------------------------
SIGNATURE(S) DATE

= FOLD AND DETACH HERE =

PROXY

ALLERGAN SPECIALTY THERAPEUTICS, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 19, 2001

The undersigned hereby appoints Douglas S. Ingram and James M. Hindman,
and each of them, as attorneys and proxies of the undersigned, with full power
of substitution, to vote all of the shares of the Class B Common Stock of
Allergan Specialty Therapeutics, Inc. (the "Company") which the undersigned may
be entitled to vote at the Annual Meeting of Stockholders of the Company to be
held at the offices of the Company, located at 2525 Dupont Drive, Irvine, CA
92612, on Thursday, April 19, 2001, at 10:00 a.m., local time, and at any and
all continuations, adjournments or postponements thereof, with all powers that
the undersigned would possess if personally present, upon and in respect of the
following matters and in accordance with the following instructions, with
discretionary authority as to any and all other matters that may properly come
before the meeting.

UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
THE NOMINEE LISTED IN PROPOSAL 1 [AND FOR PROPOSAL 2,] AS MORE SPECIFICALLY
DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS
PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.

------------
SEE REVERSE
SIDE
------------

= FOLD AND DETACH HERE =

PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.

- ---------------------------------------------------------------------------------------------------
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEE FOR DIRECTOR LISTED BELOW.
- ---------------------------------------------------------------------------------------------------

1. To elect directors to hold office until FOR WITHHELD NOMINEE: Lester J. Kaplan
the next Annual Meeting of Stockholders [ ] [ ]
and until their successors are elected.

To withhold authority to vote for the nominee, write such nominee's name below:

- --------------------------------------------------------------

PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY
IN THE ENCLOSED RETURN ENVELOPE WHICH IS POSTAGE
PREPAID IF MAILED IN THE UNITED STATES.

ALLERGAN, INC.
------------------------------------------------

By: / /2001
------------------------------------------------
SIGNATURE(S) DATE

= FOLD AND DETACH HERE =