Exhibit 1
[Carl C. Icahn Letterhead]
December 15, 2000
Mark Logan
Chairman and Chief Executive Officer
VISX, Incorporated
3400 Central Expressway
Santa Clara, CA 95051
Dear Mr. Logan,
As one of the largest stockholders of VISX, Inc., I am deeply troubled
with rumors of ongoing negotiations between VISX and Bausch & Lomb (B&L) to
settle, what is in my opinion, a very legitimate patent infringement claim by
VISX against B&L.
I have been advised by patent experts that VISX's patent is both strong
and broad in covering laser vision surgery. Based on such advice, I believe that
B&L's patent position is weak and the likelihood of VISX's success on the merits
in this litigation is very high.
VISX has created a valuable technology and has the patents to protect
it. Entering into a premature and unattractive settlement agreement with B&L and
possibly licensing the company's technology could, in my opinion, damage the
company and limit its ability to successfully merge or be sold. As previously
proposed in my recent filing with the Securities and Exchange Commission, I
believe VISX's management should be focused on increasing stockholder value by
finding a suitable purchaser or merger partner.
Very truly yours,
/s/ Carl C. Icahn
Carl C. Icahn
