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                                                                   EXHIBIT 10.92

                             DISTRIBUTION AGREEMENT

        This Agreement is made as of June 27, 1997, between COLLAGEN
INTERNATIONAL INC., a California corporation with offices at 2500 Faber Place,
Palo Alto, California 94303 ("Collagen"), and LEDERLE (JAPAN), LTD., a Japanese
joint stock company with offices at 10-3, Kyobashi, 1-chome, Chuo-ku, Tokyo,
Japan ("Distributor").

        WHEREAS, Collagen Corporation and Distributor entered into a
Distribution Agreement dated June 26, 1985 and a renewal of the Distribution
Agreement dated January 1, 1996 (the "Current Distribution Agreement") pursuant
to which Collagen Corporation granted Distributor the exclusive distribution
rights for the Products (as defined below) in the Territory (as defined below),
and 

        WHEREAS, pursuant to the terms of the Current Distribution Agreement
the parties have discussed the possibility of establishing a joint venture
company in Japan but Distributor has declined to participate in such a joint
venture company; and

        WHEREAS, the Current Distribution Agreement is scheduled to expire on
June 30, 1997; and

        WHEREAS, the parties wish to extend the grant of exclusive distribution
rights to Distributor in accordance with the terms and conditions provided
herein until June 30, 1998, unless earlier terminated in accordance with the
terms and conditions hereof,

        NOW THEREFORE, in consideration of the mutual promises contained
herein, Collagen and Distributor agree as follows:


1.      DEFINITIONS: As used in this Agreement:

        (a)     "Products" shall mean Zyderm(R) and Zyplast(R) Collagen
                Implants as sold by Collagen in the United States and future
                versions of Zyderm(R) and Zyplast(R) Collagen Implants which
                are developed and marketed by Collagen during the term of this
                Agreement for use in skin contour correction and dermal
                augmentation using needle implantation.

        (b)     "Territory" shall mean Japan.

        (c)     "Best Efforts" shall mean a party's reasonable business efforts
                consistent with its overall business objectives and
                commensurate with products of like nature, volume and market 
                potential.

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2.      Renewal of Appointment Distributor:

        (a)     Exclusive Distributor: Subject to the terms and conditions of
this Agreement, Collagen hereby renews the appointment of Distributor, and
Distributor accepts such renewed appointment, as Collagen's exclusive
distributor of the Products in the Territory.

        (b)     Independent Contractors: It is understood that both parties
hereto are independent contractors and are engaged in the operation of their own
businesses. Neither party hereto is to be considered the agent of the other
party for any purpose whatsoever, and neither party has any authority to enter
into any contracts or assume any obligations for the other party or make any
warranties or representations on behalf of the other party.

3.      Obligations of Distributor:

        (a)     Marketing of Products, Etc.: Distributor agrees to use its Best
Efforts to investigate, maintain government approval for, promote and distribute
the Products, at its own expense, in the Territory using generally appropriate
channels and methods, exercising the same diligence and adhering to the same
standards which it employs with respect to its own pharmaceutical products. In
particular, Distributor shall at its own expense:

                (i)     Exercise due diligence promptly to initiate and carry
out clinical investigations as far as they may be required, to obtain and
maintain government approvals to import and market the Products in the Territory
and to diligently proceed to secure, as may be required from time to time,
customs clearances and currency authorizations and any permits necessary
therefore in the Territory. Distributor shall keep Collagen generally informed
of the regulatory requirements for the Territory.

                (ii)    Submit to Collagen regular monthly offtake forecasts for
the Products in the Territory and a complete annual marketing plan. Distributor
also agrees to update Collagen on a timely basis with information concerning
competitive products and procedures.

                (iii)   Use its Best Efforts to distribute and sell the Products
for use only by physicians for treatment of patients in the Territory in
compliance with local laws and regulations and good commercial practice and for
uses and applications approved by Collagen for the Products.


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                (iv)    Should the requirements of the Japanese Ministry of
Health and Welfare or any other relevant governmental body related to or
affecting the Products change, the parties agree to review these procedures to
ensure continued conformity.

        (b)     Reports: Distributor shall at its expense submit regular
monthly reports to Collagen setting forth sales of the Products by distributor
in the Territory for the previous month (including prices, unit sales and other
information as may be reasonably requested by Collagen from time to time).

        (c)     Protocols: Distributor undertakes to continue to comply with
the following listed protocols previously provided to Distributor:

                (i)     International Marketing Recall Guideline

               (ii)     International Marketing Shipment to Customers Guideline

              (iii)     International Marketing Receiving of Collagen Products
                        Guideline

               (iv)     International Marketing Report of Technical and
                        Medical Complaints Guideline

        (d)     Performance of Obligations: Distributor understands,
acknowledges, and agrees that the continued maintenance of an image of
excellence and high level of ethical marketing of the Products is essential to
the continued success of both parties hereto. Accordingly, Distributor hereby
agrees it shall, at all times: (i) conduct business in a manner that reflects
favorably at all times on the Products and the good name, goodwill, and
reputation of Collagen; (ii) avoid deceptive, misleading or unethical practices
that are or might be detrimental to Collagen, the Products, or the public,
including without limitation the making or offering of any payment to any
government official for the purpose of influencing any act or decision of such
official in furtherance of this Agreement; (iii) make no false or misleading
representations, either orally or in any written material, with regard to
Collagen or the Products; (iv) not publish or employ, or cooperate in the
publication or employment of, any misleading or deceptive advertising material
with regard to Collagen or the Products; (v) make no representations,
warranties or guarantees to customers or to the trade with respect to the
specifications, indications, capabilities, or features of the Products that are
inconsistent with the literature distributed by Collagen and (vi) not enter into
any contract or engage in any practice detrimental to the interests of Collagen
in the Products. Violation of any of the provisions in this Section 3(d) shall
constitute a material breach of this Agreement, and specifically breach of
Sections 3(d)(ii) shall cause this Agreement to be void ab initio.


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4.      OBLIGATIONS OF COLLAGEN:

(a)     Requirements of Distributor: Collagen shall supply Distributor's
        requirements for the Products in the Territory, consistent with
        commitments to its other customers and Distributor's forecasts of its
        expected requirements for the Products described in Section 3 above. If
        Collagen believes it will not be able to satisfy Distributor's
        requirements for the Products, it shall promptly notify Distributor,
        specifying the reasons for the expected delay and its duration.

(b)     Marketing Support: To assist Distributor in marketing the Products in
        the Territory, Collagen shall:

        (i)     Provide Distributor, free of charge, with information on
                marketing and promotional plans of Collagen for the Products 
                as well as copies of all marketing, advertising, sales and 
                promotional literature concerning the Products.

        (ii)    Provide to Distributor, free of charge, training of key
                personnel in reasonable amounts and upon reasonable prior
                written notice at Collagen's facility in Palo Alto, California
                at the request of Distributor, if such request is agreed to by
                Collagen, concerning the quality control, storage,
                transportation, marketing, advertising, promotion, distribution
                and sale of the Products; provided that Distributor shall be
                responsible for all transportation and lodging costs of
                personnel attending such training.

        (iii)   Provide to Distributor, free of charge, certificates of
                analysis concerning the Products purchased by Distributor, 
                certificates of free sale, trademark authorizations and any 
                other documents which Distributor may require for registration
                purposes, at Distributor's request.

(c)     Trademark License: Collagen hereby grants to Distributor for the
        exclusive right and license to use Collagen's trademarks Zyderm(TM) and
        Zyplast(TM) for the Products in the Territory for the term of this
        Agreement, but only in connection with sales of the Products purchased
        from Collagen in the Territory. Distributor shall be required to use
        Collagen's trademark with respect to all sales of the Products. Such
        trademark license shall continue in effect for the Territory while
        Distributor retains its distribution rights in the Territory under this
        Agreement. All right, title and interest to Collagen's trademark (except
        the right to use such trademark set forth herein) shall remain with
        Collagen. Distributor shall not have the right to use Collagen's name in
        any advertising or promotion or otherwise without


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                Collagen's prior written consent. Upon Distributor's request
                Collagen shall at its expense file trademark registrations in
                the Territory.

5.      Terms and Conditions of Sale:

        (a)     Terms of Orders: All purchases of the Products by Distributor
                from Collagen during the term of this Agreement shall be subject
                to the terms and conditions of this Agreement and to Collagen's
                Terms and Conditions of Sale as Collagen may establish from time
                to time, provided that in the event of any conflict between the
                terms of this Agreement and the Terms and Conditions of Sale of
                Collagen, this Agreement shall be controlling. Any printed or
                standard terms and conditions contained in Distributor's
                purchase order form shall be disregarded. All purchase orders
                submitted by Distributor to Collagen shall be subject to
                acceptance by Collagen at its offices at Palo Alto, California,
                which acceptance shall not be unreasonably held.

        (b)     Packaging: All quantities of the products shall be in the form
                of U.S. packaging with Japanese labeling and Japanese pack
                inserts, to be shrink wrapped in Fremont, California. The
                product will be shipped to Japan in this fashion and re-sold by
                the Distributor who will not break the shrink wrapping.

        (c)     Quality Control: Distributor shall check the quality of the
                Products in accordance with Collagen's instructions as may be
                given from time to time and shall at all times comply with
                applicable governmental regulations relating to the Products
                including but not limited to quality and safety regulations.

        (d)     Price and Payment: Collagen shall sell the Products to
                Distributor for the prices in accordance with Exhibit A
                hereto. All taxes, fees, duties and other charges with respect
                to the sale by Collagen to Distributor of the Products
                (excluding income taxes, franchise taxes and taxes based on
                income) shall be paid by Distributor or reimbursed by
                Distributor to Collagen. All payments shall be made within sixty
                (60) days after the date of shipment of the Products to
                Distributor. If Distributor fails to make any payment to
                Collagen when due, Collagen may, without affecting its rights
                under this Agreement, cancel or delay any future shipments of
                the Products to Distributor. All payments to Collagen pursuant
                to this Agreement shall be made in United States currency.
                

        (e)     Warranty: Collagen warrants that the Products sold to
                Distributor will at all times comply with the requirements of
                and regulations adopted pursuant to the U.S. Federal Food Drug
                and Cosmetic Act. 



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                Collagen further represents and warrants and hereby agrees to
                hold Distributor harmless from any and all liability, causes of
                action, damages and/or judgments, including but not limited to
                attorney's fees, costs and expenses, which may arise from or due
                to Collagen's actions in not manufacturing the Products for
                Distributor in accordance with applicable US Food and Drug
                Administration ("FDA") rules and regulations and/or in
                accordance with the IDE/PMA filed and amended by Collagen with
                respect to the Products which have been approved by the FDA.
                Collagen will provide, when requested by Distributor,
                certification that to the best of its knowledge it is in
                compliance with U.S. laws, statutes, rules, regulations and
                relevant orders relating to the manufacture, use, distribution
                and sale of the Products. If Distributor finds any deficiency in
                quantity and/or any defect in quality of the Products delivered
                hereunder, Distributor shall promptly give Collagen written
                notice of such deficiency or defect, and Collagen, upon
                receiving such notice shall discuss the deficiency or defect
                with Distributor and will work with Distributor to insure
                Collagen's obligations under this Agreement with regard to
                quantity and quality of supply are being met. Distributor shall
                not be obligated to pay for Products with any claimed
                deficiencies or defects until such claims are resolved. In the
                event Collagen agrees that such defect in quality and/or
                quantity are its responsibility, Collagen shall promptly and
                without charge to Distributor make up for such deficiency and/or
                replace such defective Products with Products meeting
                specifications for Products. Collagen shall bear the costs of
                return of such defective Products to Collagen. EXCEPT AS SET
                FORTH ABOVE, COLLAGEN MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
                WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ANY
                WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                PURPOSE.

        (f)     Collagen will continue to furnish from time to time samples for
                testing as may be requested by the Japanese authorities free of
                charge.

6.      CONFIDENTIAL INFORMATION:  Collagen and Distributor agree that during
        the term of this Agreement and any subsequent agreement under which
        Distributor obtains distribution rights to the Products from Collagen or
        any affiliate or subsidiary of Collagen and for a period of five years
        thereafter each shall keep completely confidential and shall not publish
        or otherwise divulge or use for its own benefit or for the benefit of
        any third party any information of a proprietary nature furnished to it
        (the "receiving party") by the other party (the "disclosing party")
        without the prior written approval of the disclosing party in each
        instance, except to the extent that it is necessary to divulge such
        information for the purposes of this Agreement or the obtaining of
        governmental approval for the investigation or marketing of the
        Products. Nothing in this Section 6 shall prevent disclosure or use of
        information (i) already known to the receiving party; (ii) which is or
        become public knowledge; (iii) which is properly acquired by the
        receiving party from a third party having the 





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        right to convey such information. Information of a proprietary nature
        shall include but not be limited to information concerning a party's
        products, proposed products, marketing plans, methods of manufacture,
        customers or any other information or materials in whatever form not
        generally known to the public. 

7.      DEFENSE OF LEGAL ACTIONS AND INDEMNIFICATION:

        (a)     Legal Actions: Distributor agrees that Collagen shall have the
                right to defend, or at its option to settle, any claim, suit or
                proceedings brought against Distributor or its customers on the
                issue of infringement of any United States or foreign patent or
                trademark by reason of the Products sold hereunder or the use
                thereof, subject to the limitations hereinafter set forth.
                Collagen shall have sole control of any such action or
                settlement negotiations, and Collagen agrees to pay, subject to
                the limitations hereinafter set forth, any final judgment
                entered against Distributor or its customers on such issue.
                Distributor agrees that Collagen at its sole option shall be
                relieved of the foregoing obligations unless Distributor or its
                customers notifies Collagen in writing within fifteen (15) days
                after it becomes aware of any such claim, suit or proceeding and
                gives Collagen authority to proceed as contemplated herein, and,
                at Collagen's expense, gives Collagen proper and full
                information and assistance to settle and/or defend such claim,
                suit or proceeding. Notwithstanding the foregoing, Collagen
                assumes no liability for any modification or combination of the
                Products with other products or for any unauthorized or improper
                use or application of the Products.

        (b)     Indemnification: Collagen and Distributor each agree to
                indemnify and hold the other party harmless from and against any
                and all claims made by any person or entity arising out of the
                manufacturing, testing, marketing, distribution and sale of the
                Products, where and to such extent the damages are alleged to
                have been caused by the fault of such party or its employees or
                agents. Collagen hereby indemnifies and holds Distributor
                harmless from and against any and all claims made against
                Distributor where and to the extent that damages are alleged to
                have been caused by previously unknown or undetected adverse
                effects or counterindications disclosed by Collagen in its
                package insert (as updated from time to time) or in U.S.
                registration applications for the Products provided to
                Distributor or as Collagen may otherwise notify distributor from
                time to time without any fault of Distributor. 

8.      TERMINATION:

        (a)     Term: This Agreement shall commence on July 1, 1997, and shall
                continue in effect until June 30, 1998, unless earlier 
                terminated in accordance with Article 8(b).


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        (b)     Termination:
        
                (i)   Either party may, at its option, terminate this Agreement
                without cause by giving to the other party not less than one
                hundred and twenty (120) days prior written notice.

                (ii)  Either party may terminate this Agreement upon thirty (30)
                days written notice in the event that the other party shall at
                any time commit a breach of any of its material obligations
                hereunder and shall fail to correct such breach during the
                period of said notice.

                (iii) This Agreement shall terminate automatically without
                further notice or action by either party if the other party
                shall become insolvent, shall make or seek to make an
                arrangement with or an assignment for the benefit of creditors,
                or if proceedings in voluntary or involuntary bankruptcy shall
                be instituted by, on behalf of or against such other party, or
                if a receiver or trustee of such other party's property shall be
                appointed.

        (c)     Effect of Termination:

                (i)   Distributor shall terminate all distribution activities in
                the Territory immediately upon expiration, non-renewal or
                termination (collectively, "Termination") of this Agreement and,
                except as otherwise provided herein, all rights and obligations
                of the parties hereunder shall cease; provided, however, that
                Termination shall not relieve the parties of any obligations,
                including Distributor's obligations to pay purchase prices,
                accrued prior to said Termination. The obligations of Collagen
                and Distributor pursuant to Sections 6 and 7 of this Agreement
                shall survive any Termination of this Agreement. Nothing herein
                shall limit any remedies which a party may have for the other's
                default, except as set forth in Section 9(f).

                (ii)  Upon Termination, Distributor shall promptly sell to
                Collagen all Products then in Distributor's inventory
                considered, in Collagen's sole determination, to be in good
                condition for sale. The price for any products repurchased by
                Collagen shall be the prices Distributor paid Collagen for the
                Products.

9.      General Provisions:
        
        (a)     Governing Law: This Agreement shall be governed by and
                interpreted in accordance with the laws of the State of
                California and the United States


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                excluding the Convention on Contracts for the Sale of Goods and
                that body of laws known as conflicts of law. 

        (b)     Arbitration: Any dispute or claim arising out of or in relation
                to this Agreement shall be finally settled by binding
                arbitration in San Francisco,  California under the Commercial
                Arbitration Rules of the American Arbitration Association by one
                (1) arbitrator appointed in accordance with such Rules. Judgment
                on the award rendered by the arbitrator may be enforced by any
                court of competent jurisdiction.


        (c)     Entire Agreement: This Agreement represents the entire agreement
                and understanding of Collagen and Distributor with respect to
                distribution of the Products, supersedes all previous agreements
                and understandings related thereto and may only be amended or
                modified in writing signed by authorized representatives of
                Distributor and Collagen.

        (d)     Assignment: Neither Collagen nor Distributor shall assign any of
                its rights or obligations pursuant to this Agreement except to a
                successor to substantially all of its business by merger or
                other form of reorganization.

        (e)     Notices: Any notice required or permitted to be given hereunder
                shall be in writing and in English and sent by facsimile (with
                confirmation sent by regular airmail) or by pre-paid registered
                air mail, return receipt requested, addressed to the parties at
                their respective addresses as the parties may designate in
                writing. Notice, including notice of change of address, shall be
                deemed served on the business day following transmission in the
                case of notice sent by facsimile or seven (7) days after deposit
                in the mail for notice sent by pre-paid registered airmail.

        (f)     Limitation of Damages: In no event shall either party be liable
                to the other for incidental, consequential or punitive damages,
                even if such party shall have been advised of the possibility of
                the same.

        (g)     Force Majeure: Each of the parties hereto shall be excused from
                the performance of its obligations hereunder in the event such
                performance is prevented by force majeure, and such excuse shall
                continue so long as the condition constituting such force
                majeure continues plus thirty (30) days after the termination of
                such condition. For the purposes of this Agreement, force
                majeure is defined to include causes beyond the control of
                Distributor of Collagen, including without limitation acts of
                God, acts, regulations or laws of any government, war, civil
                commotion, destruction of production facilities or materials by
                fire, earthquake or storm, labor disturbances, epidemic and
                failure of public utilities or common carriers.



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                (h)     Shareholders not Liable: Shareholders of Distributor
and Collagen shall have no responsibility or liability with respect to rights
and obligations contained in this Agreement.

                (i)     Headings: Headings contained herein are for convenience
only and shall not affect the interpretation of any of the provisions of this
Agreement. 


        IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their authorized representatives as of the day and year first above
written. 

        COLLAGEN INTERNATIONAL INC. LEDERLE (JAPAN), LTD.

        /s/ GARY S. PETERSMEYER            /s/ JIRO HAYASHI
        -----------------------------      -------------------------------
        Name:  Gary S. Petersmeyer         Name:  Jiro Hayashi
        Title: President/CEO               Title: Senior Managing Director


        /s/ JOHN SAMPSON
        -----------------------------
        Name:  John Sampson
        Title: Director of Distributor
               Markets & Joint Ventures





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                                                                      EXHIBIT A


Products                                                            Price (US$)

*                                                                        *
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*                                                                        *
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