<PAGE>   1
                            IMPORT SERVICES AGREEMENT




                                  by and among







                              COLLAGEN CORPORATION







                                   COLLAGEN KK





                                       and






                              LEDERLE (JAPAN), LTD.


<PAGE>   2
        Application for an order granting confidential treatment pursuant to 
Rule 24b-2 of the Securities Exchange Act of 1934 has been or will be timely 
made. Confidential portions of this document have been redacted and marked with 
an [***] and have been filed with the Securities and Exchange Commission 
separately with such application.

                            IMPORT SERVICES AGREEMENT


        This Agreement is made as of May 18, 1998, by and among COLLAGEN
CORPORATION, a California corporation with offices at 2500 Faber Place, Palo
Alto, California 94303 ("Collagen"), COLLAGEN KK, a Japanese corporation with a
registered address at Kita-Aoyama 1-2-3, Minato-ku, Tokyo ("CKK"), and LEDERLE
(JAPAN), LTD., a Japanese joint stock company with offices, at 10-3, Kyobashi,
1.-chome, Chuo-ku, Tokyo, Japan ("Lederle").

WHEREAS, Collagen and Lederle entered into a Distribution Agreement dated June
26, 1985 and renewals of the Distribution Agreement most recently dated July 1,
1997 (the "Current Distribution Agreement") pursuant to which Collagen granted
Lederle the exclusive distribution rights for the Products (as defined below)
in the Territory (as defined below); and

WHEREAS, the Current Distribution Agreement will expire on June 30, 1998; and

WHEREAS, Collagen and Lederle have agreed that responsibility for marketing and
sales of the Products should be assumed by CKK, a subsidiary of Collagen
International, Inc. which will be actively supported and assisted by Lederle;

NOW THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto 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.

        (d)     "Product Approvals" shall mean all approvals (shonin) granted by
                the Japanese Ministry of Health and Welfare for or in connection
                with the importation and/or distribution of any Products to
                Japan, including but not limited to the following:


<PAGE>   3

<TABLE>
<CAPTION>
        Approval No.       Subject Product     Date of Approval     Date of Application
        ------------       ---------------     ----------------     -------------------
<S>                        <C>                 <C>                  <C>
        (62B)1096          Zyderm I            November 6 ,1987      February 5, 1987
                           Test Implant
        (62B)1100          Zyderm II           November 6, 1987     July 3, 1987
        (03B)0016          Zyplast             January 11, 1991     April 17, 1990
</TABLE>

        (e)     "First Year" shall mean the initial period of twelve (12)
                months from the date hereof, and the terms "Second Year" and
                "Third Year" shall mean the successive periods of twelve (12)
                months thereafter following.

2.      APPOINTMENT OF LEDERLE AS IMPORTER AND DISTRIBUTION AGENT

        (a)     APPOINTMENT: Subject to the terms and conditions of this
                Agreement, Collagen hereby appoints Lederle as exclusive
                importer, and CKK appoints Lederle as its exclusive distribution
                agent of the Products in the Territory. Lederle accepts these
                appointments.

        (b)     INDEPENDENT CONTRACTORS: It is understood that Lederle of the
                first part and Collagen and CKK of the second part are
                respectively independent contractors and are engaged in the
                operation of their own businesses. 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 LEDERLE

        (a)     IMPORTATION OF PRODUCTS, ETC.: Lederle agrees to use its Best
                Efforts to investigate, maintain government approval for and to
                import the Products, at its own expense, into the Territory,
                until such time as all Product Approvals have been transferred
                to CKK, and upon CKK's instructions and on CKK's behalf to
                distribute the Products within the territory, exercising the
                same diligence and adhering to the same standards which it
                employs with respect to its own pharmaceutical products. In
                particular, Lederle shall at its own expense:

                (i)     Until such time as all Product Approvals have been
                        transferred to CKK, exercise due diligence to obtain and
                        maintain government approvals necessary hereunder to
                        import the Products into the Territory and to sell the
                        Products to CKK, 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. Lederle shall keep Collagen
                        and CKK fully informed of the status of the Product
                        Approvals and of any changes in the regulatory
                        requirements for the Territory.


                                       2


<PAGE>   4
                (ii)    Submit to Collagen regular monthly offtake forecasts for
                        the Products in the Territory and to update Collagen on
                        a timely basis with information concerning competitive
                        products and procedures.

                (iii)   Sell the Products only to CKK and, upon CKK's
                        instructions and on CKK's behalf, distribute 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.

                (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)     QUALITY CONTROL: As importer of the Products, Lederle shall be
                responsible for performing all necessary quality control
                required under Japanese laws and practice.

        (c)     MARKETING SUPPORT and Advice: To enable CKK to market and sell
                the Products effectively and efficiently, Lederle shall make
                available all information and material in its possession or
                control pertaining to the Products, the relevant market,
                customers and groups of customers, and shall ensure that its
                sales and marketing staff and any other personnel with knowledge
                or experience in marketing the Products are available on a
                priority basis to assist CKK on a priority basis as and when
                required by CKK. In addition, Lederle shall provide CKK
                management with such information, advice and counsel as CKK's
                management may request.

        (d)     REPORTS: Lederle shall at its expense submit regular monthly
                reports to CKK setting forth sales of the Products effected by
                Lederle on CKK's behalf 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).

        (e)     PROTOCOLS: Lederle undertakes to continue to comply with the
                following listed protocols previously provided to Lederle and
                attached hereto as Exhibit B:

                (i)     International Marketing Recall Guideline

                (ii)    International Marketing Shipments to Customers Guideline

                (iii)   International Marketing Receiving of Collagen Products
                        Guideline

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


        (f)     PERFORMANCE OF OBLIGATIONS: Lederle 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


                                       3


<PAGE>   5
                hereto. Accordingly, Lederle hereby agrees that 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 the foregoing subsection
                3(e) and in this subsection 3(f) shall constitute a material
                breach of this Agreement.

4.      OBLIGATIONS OF COLLAGEN

        (a)     REQUIREMENTS OF LEDERLE: Collagen shall for as long as Lederle
                acts as importer hereunder supply Lederle's requirements for the
                Products in the Territory based on CKK's requirements and
                consistent with Collagen's commitments to its other customers.
                CKK's requirements for the Products shall be subject to review
                and consent by Lederle, which consent shall not be unreasonably
                withheld.

        (b)     IMPORTATION SUPPORT: To assist Lederle in importing the Products
                in the Territory, Collagen shall provide to Lederle, free of
                charge, certificates of analysis concerning the Products
                purchased by Lederle, certificates of free sale, and any other
                documents which Lederle may require for registration purposes,
                at Lederle's request.

        (c)     TRADEMARK LICENSE: Collagen hereby grants to Lederle the
                non-exclusive right and license to use Collagen's trademarks
                Zyderm(R) and Zyplast(R) for the Products in the Territory for
                the term of this Agreement, but only in connection with the
                importation of the Products purchased from Collagen in the
                Territory and sale thereof to CKK. Lederle 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 Lederle retains its importation 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. Lederle
                shall not have the right to use Collagen's name in any
                advertising or promotion or otherwise without Collagen's prior
                written consent. Upon Lederle's request Collagen shall at its
                expense file trademark registrations in the Territory.


                                       4


<PAGE>   6
5.      TERMS AND CONDITIONS OF SALE

        (a)     TERMS OF ORDERS: All purchases of the Products by Lederle 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 Lederle's purchase
                order form shall be disregarded. All purchase orders submitted
                by Lederle to Collagen shall be subject to acceptance by
                Collagen at its offices at Palo Alto, California, which
                acceptance shall not be unreasonably withheld.

        (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 resold by
                Lederle who will not break the shrink wrapping.

        (c)     QUALITY CONTROL: Lederle 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 Lederle
                for the prices in accordance with Exhibit A hereto. All taxes,
                fees, duties and other charges with respect to the sale by
                Collagen to Lederle of the Products (excluding income taxes,
                franchise taxes and taxes based on income) shall be paid by
                Lederle or, if paid by Collagen or CKK be forthwith reimbursed
                by Lederle. All payments shall be made within one hundred and
                twenty (120) days from the date of shipment of the Products to
                Lederle. If Lederle fails to make any payment to Collagen when
                due, except where CKK is in default of any payment pursuant to
                Section 6 (d), (i) Collagen may terminate this Agreement upon
                giving thirty (30) days' written notice if within that period of
                thirty (30) days Lederle continues in its failure to make
                payment to Collagen; and/or (ii) Collagen may, without affecting
                its rights under this Agreement, cancel or delay any future
                shipments of the Products to Lederle. Collagen will in each case
                invoice Lederle in Japanese yen at yen/dollar conversion rates
                fixed for the half-year periods commencing on January 1 and July
                1, respectively which will be communicated to Lederle. All
                payments to Collagen pursuant to this Agreement shall be made in
                Japanese currency.

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


                                       5


<PAGE>   7
                Collagen further represents and warrants and hereby agrees to
                hold Lederle harmless from any and all liability, causes of
                action, damages and/or judgments, including but not limited to
                attorneys' fees, costs and expenses for any defect which may
                arise from or due to Collagen's actions in not manufacturing the
                Products for Lederle 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 Lederle, 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 Lederle finds any deficiency in quantity and/or any defect in
                quality of the Products delivered hereunder, Lederle shall
                promptly give Collagen written notice of such deficiency or
                defect, and Collagen, upon receiving such notice shall discuss
                the deficiency or defect with Lederle and will work with Lederle
                to insure Collagen's obligations under this Agreement with
                regard to quantity and quality of supply are being met. Lederle
                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 Lederle 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.      DISTRIBUTION OF PRODUCTS

        (a)     Lederle shall at its own risk and expense warehouse Products
                imported in its own name or that of CKK hereunder, and shall
                upon CKK's instruction and in CKK's name distribute such
                Products to customers. Payments made by customers shall be
                remitted directly to an account or accounts to be designated by
                CKK.

        (b)     Lederle shall maintain complete and accurate records including
                full particulars of each shipment and shall on or before the
                fifteenth (15th) day of each month or at such other times as CKK
                may request furnish CKK with fully particularized reports of all
                shipments effected during the previous calendar month.

        (c)     As full consideration for Lederle's importation and distribution
                of Products during the First Year, CKK shall pay to Lederle a
                sum corresponding to the quantities of Products actually shipped
                to customers during the First Year and calculated at the prices
                set forth in subsection (d) of Section 5 ("Terms and Conditions
                of Sale")


                                       6


<PAGE>   8
                 hereof to which shall be added a margin of [***]; provided 
                 that, for all Products shipped to customers on a complimentary 
                 basis during the First Year, Lederle shall be reimbursed in an 
                 amount equivalent to the price paid by Lederle to Collagen to 
                 which shall be added a handling charge of five per cent (5%).


        (d)     Payments by CKK to Lederle shall be made within one hundred and
                twenty (120) days of the end of the calendar month for the
                Products sold during that calendar month. If CKK fails to make
                any payment to Lederle when due, Lederle may terminate this
                Agreement upon giving thirty (30) days' written notice, if
                within that period of thirty (30) days CKK continues in its
                failure to make payment due to Lederle, and/or without affecting
                its rights under this agreement or incurring any liability to
                Collagen and/or CKK, cancel or delay any further orders of the
                Products to Collagen. All payments to Lederle by CKK pursuant to
                this Agreement shall be made in Japanese currency.

        (e)     Title in any Products distributed by Lederle pursuant to this
                Section 6 shall remain with Lederle until such goods have been
                delivered to a customer, at which moment title shall be deemed
                to have passed momentarily to CKK and immediately thereafter to
                such customer. Lederle shall assume, and shall fully insure
                against, all risks (including force majeure) in relation to
                Products from the time of shipment by Collagen until such time
                as risk passes to CKK and the respective customer.

        (f)     Lederle shall strictly observe all relevant rules and
                regulations and adhere to the highest standards of professional
                practice in the U.S. and Japan in relation to its warehousing
                management of the Products and all related record-keeping in
                accordance with Collagen policies.

        (g)     CKK shall immediately notify Lederle of any and all incidences
                of side effects or adverse reactions with respect to Products
                which come to its attention from customers in the Territory.
                Collagen shall notify Lederle of any and all incidences of side
                effects or adverse reactions which the U.S. Food and Drugs
                Administration (FDA) requires Collagen to communicate to its
                distributors or which Collagen is required to report to the FDA.

7.      ASSIGNMENT OF APPROVALS

        (a)     Lederle shall transfer and assign any and all Product Approvals
                to CKK and exercise its Best Efforts to cooperate with CKK, and
                Lederle and CKK shall each exercise their best efforts so that
                all Product Approvals are registered in favor of CKK on or
                before June 30, 1999 (the "Assignment Target Date").

        (b)     Without limitation to the generality of the foregoing, Lederle
                shall in particular:

                (i) Transfer and deliver to CKK any and all documents (including
                without limitation all supporting documentation and material
                clinical reports and other


*** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



                                       7


<PAGE>   9
                records) submitted or supplied to the Ministry of Health and
                Welfare (MHW), and any correspondence or other documents
                exchanged with or received from MHW, in connection with any
                Product Approvals or applications therefor, whether pursuant to
                Art. 14 of the Pharmaceutical Affairs Law, Art. 21(6) of the
                Implementing Regulations to the Pharmaceutical Affairs Law, or
                otherwise.

                (ii) Execute a form of assignment or assignment contract in a
                form acceptable to CKK and to MHW for purposes of effecting the
                transfer and assignment of the Product Approvals to CKK, and
                assist in the filing and further prosecution of the application
                for transfer of product approvals, including if requested
                liaison with MHW on CKK's behalf. Following the filing of the
                application for transfer of the application for transfer of
                product approvals, CKK shall contact MHW once every month to
                ascertain whether or not MHW has issued corresponding permits to
                add medical devices as products to be imported (the "Permits").
                CKK shall thereupon take delivery of the Permits within ten (10)
                business days.

        (c)     Lederle shall execute all relevant documents, do any and all
                things, take all necessary or appropriate steps and provide any
                advice or support required or requested by CKK to ensure that
                all Product Approvals are validly assigned to and assumed by CKK
                by or before the Assignment Target Date. Collagen and Lederle
                shall jointly ensure that Lederle will have sufficient stocks of
                all Products to supply CKK's requirements until CKK is in a
                position to import stocks in its own name, any excess inventory
                of the Products to be purchased by CKK in the manner stipulated
                in Section 7(e) hereunder.

        (d)     CKK will as soon as practicable establish suitable facilities to
                enable it to be licensed by MHW as importer of the Products, and
                will notify Lederle at an early stage of the date when, it
                expects such facilities to have been established. Upon receipt
                of CKK's notification, Lederle shall - without prejudice to any
                other obligations hereunder - make best efforts to ensure that
                the Product Approvals are transferred to CKK with the utmost
                expedition.

        (e)     Following the assignment of Product Approvals to CKK, Lederle
                shall cease all further importation and sale of Products and
                shall promptly sell to CKK, and CKK shall purchase from Lederle,
                all Products then in Lederle's inventory considered by CKK's
                Quality Assurance Department to be in good condition for sale.
                If any Products are considered not to be in good condition,
                Lederle may request that CKK re-confirm the quality of such
                Products in the presence of Lederle representatives. The price
                for any Products purchased by CKK shall be the price Lederle
                paid Collagen for the Products to which shall be added actual
                costs incurred by Lederle in connection with the customs
                clearance, transportation and landing, transitory warehousing
                and insurance of such Products by independent third-party
                contractors, as well as Consumption Tax at the then applicable
                rate. For the avoidance of doubt, any additional cost and
                expense to


                                       8


<PAGE>   10
                relabel or otherwise modify the Products sold to CKK shall be
                for CKK's account.

8.      ASSIGNMENT CONSIDERATION

        (a)     Within thirty (30) days of completion of the assignment of all
                Product Approvals and receipt by CKK of Permits corresponding
                thereto, Collagen shall pay to Lederle the sum of [***] as
                consideration for the assignment of the Product Approvals
                (hereinafter "Assignment Consideration"). Without prejudice to
                any other remedies Collagen and CKK may have, no Assignment
                Consideration shall be payable in the event that any Product
                Approvals have lapsed or otherwise become incapable of being
                assigned to CKK.

        (b)     In the event that Permits confirming CKK's ownership of all of
                the Product Approvals (hereinafter collectively "Certificates")
                have not been received by CKK by the Assignment Target Date, the
                amount of the Assignment Consideration shall be successively
                reduced by [***] of the original amount for the first, second or
                third month or fraction thereof elapsing between July 1, 1999
                and the first business day on which assignment of the Product
                Approvals to CKK shall have been completed and CKK shall have
                received the last of the Certificates, and shall likewise be
                reduced by [***] for the fourth, fifth and sixth month or
                fraction thereof thus elapsing.

        (c)     The provisions of the foregoing subsection (b) of this Section 8
                shall not apply in the event that, Lederle having carried out
                and fulfilled all of its obligations under Section 7 and Section
                3 hereof, the transfer of the Product Approvals to CKK and
                registration of the Product Approvals in CKK's name is delayed
                due to:

                (i)     CKK's failure to take all reasonable steps to secure a
                        license under the Pharmaceutical Affairs Law enabling it
                        to act as importer of the Products no later than ninety
                        (90) days prior to the Assignment Target Date; or

                (ii)    Suspension or review of any Product Approvals by MHW,
                        provided that Lederle shall have notified CKK and
                        Collagen of the commencement of any such suspension or
                        review, or of any fact or development liable to occasion
                        such suspension or review by MHW, within five (5)
                        business days from the earliest date on which Lederle
                        became or could with reasonable diligence have become
                        aware thereof.

9.      ONGOING SUPPORT AND DISTRIBUTION

        (a)     Following the transfer of the Product Approvals to CKK, Lederle
                shall to the extent required by CKK continue to warehouse and
                distribute Products on CKK's

***CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
   SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 


                                       9


<PAGE>   11
                behalf in accordance with the provisions of Section 6
                ("Distribution of Products") hereof.

        (b)     Lederle shall at all times closely cooperate with CKK and use
                its good offices generally to assist and support CKK's marketing
                of the Products and to ensure that the transfer of Product
                distribution to CKK is adequately explained to and accepted in
                the market. Any statements etc. to be addressed to customers,
                government entities and other affected parties shall without
                exception be submitted to CKK for approval prior to circulation.

        (c)     As full and exclusive consideration for Lederle's distribution
                of Products imported by Lederle or CKK and shipped to customers
                pursuant to this Section 9, CKK shall pay the following amounts
                as commission to Lederle:

                (i) FOR ALL PRODUCTS (IF ANY) SHIPPED TO CUSTOMERS DURING THE
                FIRST YEAR: an amount to be calculated according to subsection
                (c) of Section 6 ("Distribution of Products") hereof.

                (ii) FOR ALL PRODUCTS SHIPPED TO CUSTOMERS DURING THE SECOND
                YEAR: an amount equivalent to [***] of CKK's net selling price
                for such Products.

                (iii) FOR ALL PRODUCTS SHIPPED TO CUSTOMERS DURING THE THIRD
                YEAR: an amount equivalent to [***] of CKK's net selling price
                for such Products.

        Lederle shall be entitled at its own cost and expense to have an
        internationally recognized firm of accountants audit CKK's books of
        account and other records to the extent required to confirm CKK's net
        selling price for Products.

(d)     Lederle accepts and agrees that the payments stipulated in the foregoing
        subsection (c) fully compensate it for the value of any goodwill,
        customer information, marketing data made or to be made available to
        CKK, any services rendered, costs incurred, personnel transferred, and
        any rights Lederle may have acquired in connection with its importation
        and sales of Products.

(e)     In the event that the Product Approvals shall not have been transferred
        to CKK and registered in CKK's name on or before the Assignment Target
        Date, Lederle shall continue to import the Products in such quantities
        and for such period as CKK may consider necessary. Upon shipment of such
        Products to customers, Lederle shall invoice CKK for the yen equivalent
        of the purchase price of such Products as set forth in Exhibit A hereof,
        to which shall be added a commission in an amount equivalent to the
        commission to which Lederle would have been entitled under subsection
        (c) above had the Product Approvals been transferred; provided that
        Lederle shall not be entitled to any other or further consideration,

*** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


                                       10


<PAGE>   12
        reimbursement or other payment in this case. Payments shall be made in
        accordance with the payment terms set forth in subsection (d) of Section
        6 ("Distribution of Products") hereof.

10.     SECONDMENT AND TRANSFER OF KEY PERSONNEL

        (a)     At CKK's request, Lederle will exercise its Best Efforts to
                second suitable Lederle personnel (up to a total of eight (8)
                individuals) with knowledge of the Products to CKK.

        (b)     Lederle shall afford Collagen and CKK adequate opportunities to
                interview and select appropriate individuals amongst Lederle's
                staff. CKK's initial list of secondment request shall be
                delivered to Lederle no later than May 25, 1998 for an effective
                secondment as of July 1, 1998. Thereafter, CKK may from time to
                time request further secondments as required until December 31,
                1998.

        (c)     Upon receipt of CKK's list, Lederle will, subject to such
                individuals' consent, second the individuals named therein to
                CKK. Salaries, normal retirement benefits required to be paid
                under Lederle's general staff rules, and employer's social
                insurance (shakai hoken) contributions (hereinafter collectively
                "Staff Expenses") as well as existing allowances incurred by
                Lederle during and in respect of the period of secondment shall
                be reimbursed by CKK, provided that CKK shall be under no
                obligation to reimburse Lederle in respect of any increases in
                Staff Expenses other than those that would have occurred in the
                ordinary course of Lederle's operations had the individual not
                been seconded. Lederle shall invoice CKK by the fifteenth day of
                each calendar month for Staff Expenses and allowances paid
                during the preceding calendar month. CKK shall pay the invoiced
                amounts within fifteen days of receipt of Lederle's invoice by
                remittance to an account with a bank in Japan designated by
                Lederle. Lederle shall prior to each secondment advise CKK in
                writing of the amounts of Staff Expenses actually paid to or in
                respect of the respective individual during each of the
                preceding twenty-four (24) calendar months prior to the
                secondment. Lederle and Collagen and CKK will consult and agree
                on bonus levels for seconded personnel in line with Lederle
                general policies. Any travel expenses and other business costs
                incurred by seconded staff will be for CKK's account.

        (d)     In relation to post-retirement shokutaku personnel seconded by
                Lederle, CKK shall determine within six (6) months from the
                commencement of secondment whether to retain such personnel as
                its own personnel. Thereafter, the individual concerned shall at
                his option be released by Lederle and retained by CKK.

        (e)     In relation to regular employees (sei shain) seconded by Lederle
                to CKK, CKK shall in each case decide within two (2) years from
                the commencement of secondment whether to seek the transfer of
                such personnel to CKK and shall notify Lederle at least ninety
                (90) days prior to the expiration of the said period.
                Thereafter, the individual concerned shall at his option be
                released by Lederle and


                                       11


<PAGE>   13
        employed by CKK on such terms and conditions as the individual and CKK
        may agree prior to such transfer. Upon transfer of any employee to CKK,
        Lederle shall forthwith pay to such employee any retirement allowance
        and other benefits which according to Lederle's internal rules shall
        have accrued to such employee until the time of such transfer.
        Notwithstanding the transfer, Lederle shall remain liable and shall hold
        CKK harmless from and against any and all claims for retirement benefits
        or other emoluments to which the transferred employee may be entitled by
        virtue of any period of such individual's service with Lederle prior to
        such transfer; provided that Lederle shall not be responsible for any
        claims for retirement benefits or other emoluments to which the
        transferred employee is or claims to be entitled by virtue of any period
        of service with CKK after such transfer.

(f)     CKK shall have the unfettered right to terminate the secondment of any
        seconded staff with sixty (60) days' written notice to Lederle at any
        time during two (2) years from the date of commencement of the
        secondment. Upon receipt of such notice from CKK terminating any
        secondment, Lederle shall promptly arrange the return of any such staff
        to its own office.

(g)     Save as otherwise provided herein, the parties' rights and obligations
        in relation to any employees seconded from Lederle to CKK shall be
        governed by the Secondment Terms attached hereto as Exhibit C.

(h)     Save as stipulated in this Section 10 and in the Secondment Terms,
        Lederle shall be solely responsible for all Staff Expenses and other
        costs payable to or in respect of any Lederle employees currently or
        formerly seconded to CKK, and shall hold CKK harmless from and against
        any claims by employees or other parties for any such Staff Expenses or
        other costs.

(i)     For the avoidance of doubt, the parties confirm that the personal
        preferences and legal rights of individuals to be transferred or
        seconded to CKK will be respected. Nothing in this section shall be
        interpreted as derogating from the parties' duty to comply with all
        mandatory provisions of the Labor Standards Law.

(j)     The parties hereto agree each to defend any legal action brought against
        any party by any employee transferred or seconded hereunder and
        recognize that such actions will be governed by Japanese law and
        adjudicated upon by the Japanese courts. The parties shall make such
        payments to one another as may be required to give effect to the rights
        and obligations among the parties hereto in relation to any such
        employee and such legal actions as set forth herein.


11.     CONFIDENTIAL INFORMATION

        Collagen, CKK and Lederle agree that during the term of this Agreement
        and any subsequent agreement under which Lederle obtains distribution
        rights to the Products


                                       12


<PAGE>   14
        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 11 shall prevent disclosure or use
        of information (i) already known to the receiving party; (ii) which is
        or becomes public knowledge (iii) which is properly acquired by the
        receiving party from a third party having the 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.

12.     DEFENSE OF LEGAL ACTIONS AND INDEMNIFICATION

        (a)     LEGAL ACTIONS: Lederle agrees that Collagen shall defend, or at
                its option settle, any claim, suit or proceeding brought against
                Lederle on the issue of infringement of any Japanese patent,
                trademark or other intellectual property right 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 Lederle or its
                customers on such issue. Lederle agrees that Collagen at its
                sole option shall be relieved of the foregoing obligations
                unless Lederle 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 BY COLLAGEN: Collagen agrees to indemnify
                Lederle and to hold Lederle harmless from and against any and
                all claims made by any person or entity arising out of
                Collagen's manufacture, importation, testing, marketing,
                distribution and sale of the Products hereunder, where and to
                the extent that such damages are attributable to fault by
                Collagen or its employees or agents in the manufacture of the
                Products. Collagen hereby indemnifies and holds Lederle harmless
                from and against any and all claims made against Lederle where
                and to the extent that damages are alleged to have been caused
                without any fault of Lederle by previously unknown or undetected
                adverse effects or counterindications not disclosed by Collagen
                in its package insert (as updated from time to time), in U.S.
                Registration applications for the Products provided to Lederle,
                or otherwise notified by Collagen to Lederle from time to time.


                                       13


<PAGE>   15
        (c)     INDEMNIFICATION BY LEDERLE: Lederle agrees to indemnify Collagen
                and CKK and to hold Collagen and CKK harmless from and against
                any and all claims made by any person or entity arising out of
                Lederle's actions hereunder (including Lederle's importation,
                testing, and distribution of the Products prior to the transfer
                of the Product Approvals to CKK, or arising out of Lederle's
                warehousing, management and distribution of Products thereafter
                pursuant to any provisions under Section 6 ("Distribution of
                Products") hereof), where and to such extent the damages are
                attributable to the fault of Lederle or its employees or agents.

13.     TERM AND TERMINATION

        (a)     TERM: This Agreement shall commence on July 1, 1998, and shall
                continue in effect until June 30, 2001 unless earlier terminated
                in accordance with the provisions hereof.

        (b)     EXTENSION OF TERM:

                (i)     Notwithstanding the provisions of the foregoing
                        subsection (a), CKK and Collagen shall have the
                        unfettered right to extend the term of this Agreement
                        for a further two (2) years under the terms and
                        conditions in effect at the end of the original term.

                (ii)    In the event that the Product Approvals shall not have
                        been transferred to and registered in favor of CKK on or
                        before May 31, 2001, CKK and Collagen shall,
                        notwithstanding the provisions of the foregoing
                        subsection (a), have the unfettered right to extend the
                        term of this Agreement for such further term as they may
                        in their unfettered discretion consider appropriate,
                        such term not to exceed (6) years. In this case, the
                        commission payable to Lederle during the period of any
                        such extension pursuant to subsection (c)(iii) of
                        Section 9 ("Ongoing Support and Distribution") hereof
                        shall, notwithstanding any other provision herein, be
                        reduced to (***) of CKK's selling price for such
                        Products unless such failure to transfer the Product
                        Approvals is demonstrably due to the reasons set forth
                        in subsection (c) of Section 8 ("Assignment
                        Consideration").

                (iii)   In the event of any extension of the term hereof
                        pursuant to the foregoing subsection, Lederle shall have
                        the right to terminate the agreement upon giving one
                        hundred and eighty (180) days' advance written notice,
                        provided always that Lederle shall not be permitted to
                        terminate the Agreement unless and until all of the
                        Product Approvals have been assigned to CKK.

        (c)     TERMINATION:



                                       14


*** CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>   16
        (i)     Without prejudice to any other provisions herein, either
                Collagen and CKK or Lederle may, at their option, terminate this
                Agreement as of the end of the Second Year upon giving one
                hundred and eighty (180) days' prior written notice to Lederle
                or Collagen and CKK, respectively.

        (ii)    Either party may terminate this Agreement upon thirty (30) days'
                written notice in the event that the other party shall have
                committed a serious breach of any of its material obligations
                hereunder and such other party shall have failed to correct such
                breach (if remediable) within thirty (30) days of receipt of a
                written notice to remedy such breach.

        (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.

(d)     EFFECT OF TERMINATION:

In the event of expiration or termination of this Agreement for any reason:

        (i)     Lederle shall terminate all importation or 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 Lederle's obligations to pay purchase
                prices, accrued prior to said Termination and CKK's obligation
                to purchase inventory pursuant to Section 7(e) hereof. The
                obligations of Collagen and Lederle pursuant to Section 7
                ("Assignment of Approvals") hereof 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
                subsection (g) of Section 15 ("Limitation of Damages").

        (ii)    Upon Termination, Lederle shall promptly sell to CKK all
                Products then in Lederle's inventory considered by CKK's Quality
                Assurance Department to be in good condition for sale. The price
                for any Products purchased by CKK shall be the price Lederle
                paid Collagen for such Products to which shall be added actual
                costs incurred by Lederle in connection with the customs
                clearance, transportation and landing, transitory warehousing
                and insurance of such Products by independent third-party
                contractors, as well as Consumption Tax at the then applicable
                rate. Any products not acquired by CKK shall be destroyed
                forthwith in such manner as to prevent any possibility of reuse.


                                       15
<PAGE>   17
14.     NO COMPETITION

        The parties confirm and acknowledge that (i) Collagen has provided and
Lederle has received extensive and valuable proprietary technical and commercial
know-how and other business secrets in connection with this Agreement and the
preceding Distribution Agreements, (ii) such business secrets are capable of
exploitation in connection with products other than the Products; and (iii) the
provisions of this Article 14 are necessary and reasonable to protect Collagen's
and CKK's business secrets while enabling Lederle to make use thereof for the
purposes set forth in this Agreement.

        (a)     During the term hereof and for one (1) year (or such shorter
                period as may be permitted under applicable statutes)
                thereafter, Lederle shall refrain from importing, manufacturing
                or selling, or being directly or indirectly involved in the
                importation, manufacture or sale of any product which is
                functionally similar, or competitive with, any Products, whether
                in the territory or elsewhere.

        (b)     During the term hereof and for one (1) year (or such shorter
                period as may be permitted under applicable statutes)
                thereafter, Lederle shall not sell any Products to any party
                other than CKK, or export or otherwise sell any Products within
                or outside the Territory in any manner.

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

        (b)     ARBITRATION: Any dispute or claim arising out of or in relation
                to this Agreement shall be finally settled by binding
                arbitration under the ICC Rules of Arbitration of the
                International Chamber of Commerce by one (1) arbitrator
                appointed in accordance with such Rules. The arbitration shall
                be held in Tokyo, Japan, should either Collagen and/or CKK be
                the party or parties demanding arbitration, or in San Francisco,
                California, should Lederle be the party demanding arbitration,
                Judgment on the award rendered by the arbitrator may be enforced
                by any court of competent jurisdiction. Legal costs (including
                attorneys' fees) incurred by either Lederle or Collagen and CKK
                in connection with the successful enforcement or defense of any
                rights hereunder shall be reimbursed in full by the unsuccessful
                party.

        (c)     ENTIRE AGREEMENT: This Agreement represents the entire agreement
                and understanding among the parties hereto 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 the
                parties hereto.


                                       16
<PAGE>   18
        (d)     INTEREST: Any sums payable hereunder but unpaid for more than
                thirty (30) days from the date when payment became due shall
                bear interest at a rate of fifteen (15) per cent per annum
                until full and final payment. The parties acknowledge that any
                default to make payments as due constitutes a breach of this
                Agreement, and that the aforesaid interest rate constitutes a
                fair and reasonable pre-estimate of direct and indirect losses
                likely to be suffered by the respective payee as a result of any
                payment default.

        (e)     ASSIGNMENT: Neither Collagen or CKK nor Lederle 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.

        (f)     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 registered 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.

        (g)     LIMITATION OF DAMAGES: Save as provided herein, no party shall
                be liable to any other for incidental, consequential or punitive
                damages, even if such other party shall have advised such party
                of the possibility of the same.

        (h)     FORCE MAJEURE: Each of the parties hereto shall be excused from
                the performance of its obligations hereunder in the event and to
                the extent that 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 such party, 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.

        (i)     SHAREHOLDERS NOT LIABLE: Shareholders of Lederle and Collagen
                shall have no responsibility or liability with respect to rights
                and obligations contained in this Agreement.

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


                                       17
<PAGE>   19
        (k)     NO WAIVER. Failure by a party to assert any rights hereunder
                shall not be construed as a waiver of those or any other rights.

        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 CORPORATION           LEDERLE (JAPAN), LTD.

                                      
        By /s/ GARY S. PETERSMEYER     By
               Gary S. Petersmeyer


        Title  C.E.O.                  Title

        COLLAGEN KK


        By                                  /s/ NORMAN HALLEEN
                                                Norman Halleen

        Title                                   Director


                                       18
<PAGE>   20
        (k)     NO WAIVER. Failure by a party to assert any rights hereunder
                shall not be construed as a waiver of those or any other rights.

        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 CORPORATION           LEDERLE (JAPAN), LTD.

                      
        By                             By   /s/ JIRO HAYASHI
                                                Jiro Hayashi


        Title                          Title   President,   
                                               Lederle (Japan), Ltd.

        COLLAGEN KK


        By                       
                                 

        Title                    


                                       18
<PAGE>   21
                                   EXHIBIT A


PRODUCTS            CODE           PRICE (US$)
[***] 
    

***  CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>   22
                                    EXHIBIT B


(i)     Collagen Contact Personnel
(ii)    International Marketing Recall Guideline
(iii)   International Marketing Receiving of Collagen Products Guideline
(ii)    International Marketing Shipments to Customers Guideline
(iii)   International Marketing Report of Technical and Medical Complaints
        Guidelines


<PAGE>   23
                          Collagen International, Inc.

                           COLLAGEN CONTACT PERSONNEL


<TABLE>
<CAPTION>
TITLE                                     NAME                          PHONE                      FAX
<S>                                       <C>                       <C>                   <C> 

Placing Orders
Export Supervisor                         Tim Andrews                 1-510-623 2413          1-650-354 4894

Medical Information and
Product Safety
Manager of Medical
Information and Product
Safety                                    Karen Heide                 1-650-354 4926          1-650-354 4695
                                                                                          and 1-650-354 4894

Technical Complaints
International Marketing
Specialist                                Maria Andres                1-650-354 4647          1-650-354 4894

Marketing Communications
International Marketing
Specialist                                Maria Andres                1-650-354 4647          1-650-354 4894

Regulatory
International Regulatory
Associate                                 Cecilia Kalinowski          1-650-354 4953          1-650-354 4894

Trademarks
Litigations Specialist                    Pam Campbell                1-650-354 4686          1-650-856 0208
</TABLE>

All the above communications should always be copied to John Sampson, Director
of Distributor Markets in France:

Tel:    33-1-39-88 85 85
Fax:    33-1-39-88 79 00



24 March 1998

Revision  1


<PAGE>   24
                          Collagen International, Inc.

                    INTERNATIONAL MARKETING RECALL GUIDELINE


In the event that Collagen Corporation should determine the recall of a product
or product lot, this will be advised to the distributor by fax.

The distributor will:

1. Recover from customer, whenever possible, unused product and keep it in
quarantine in his warehouse, pending decision from Collagen Corporation.
Collagen may, at its discretion, either credit product quarantined or replace
it.

2. Distributor undertakes, if requested, to provide proof of destruction of
quarantined product and to report back to Collagen product successfully recalled
from field or warehouse.



25 May 1995

Revision   0


<PAGE>   25
                          Collagen International, Inc.

                             INTERNATIONAL MARKETING

                        SHIPMENTS TO CUSTOMERS GUIDELINE

A.      Gel ice bags shall be placed along the inside styrene walls of the
        shipping carton. To avoid freezing the product, it shall not be packed
        with the gel ice bags until they thaw to the acceptable shipping
        temperature range.

                1.      The ice bag temperature is measured by sandwiching a
        temperature probe between 2 ice bags until the probe meter is stable and
        resting within the correct ice shipping range of -2 Degrees to 0
        Degrees C.

B.      Syringes can sit in a controlled room-temperature environment (up to 27
        Degrees C) for a maximum of 8 hours in preparation for shipment.

C.      Products sealed into cartons designed as above (A) can be considered
        protected from unacceptable temperatures for at least 3 days.

D.      The objective when shipping collagen is to provide maximum protection.
        The following instructions shall be visible on all shipping
        documentation in an appropriate language:

              Products are perishable and packed with gel ice bags.
                   If delayed, place cartons in refrigeration:
                               +2 to +8 Degrees C

                           DO NOT DELAY. DO NOT FREEZE

25 May 1995

Revision   0



<PAGE>   26
                          Collagen International, Inc.

                             INTERNATIONAL MARKETING
                    RECEIVING OF COLLAGEN PRODUCTS GUIDELINE


A.      Upon receipt open each Shipping carton and confirm that the syringes are
        still "cool" to the touch (between 2 Degrees - 25 Degrees C). If the
        product feels "warm" notify the Export Supervisor, (ES) at once for
        further instructions:

B.      Verify the contents of each carton e.g., Collagen code and lot number,
        expiration date and quantity. Report any discrepancies to the ES
        immediately for further instructions.

C.      Immediately following receiving inspection, all syringes shall be stored
        between 2 Degrees - 10 Degrees C.

D.      Styrene shipping cartons and gel ice refrigerant bags are re-usable.



25 May 1995

Revision  0


<PAGE>   27
                             INTERNATIONAL MARKETING

             REPORT OF TECHNICAL AND MEDICAL COMPLAINTS GUIDELINES


DEFINITIONS:

Complaint - Information received that constitutes a complaint refers to any
written or oral expression of dissatisfaction relative to the identity, quality,
durability, reliability, safety, effectiveness, or performance of one of
Collagen Corporation's marketed products.

Technical Complaint - Complaints of a technical nature are complaints that are
not of a medical nature, e.g. complaints regarding the syringe, syringe cap,
needles, etc.

Medical Complaint - Complaints of a medical nature are those complaints that
involve a human being.

GUIDELINES:

        A.      Technical Complaints

                Technical complaints from national customers should be forwarded
                to the International Marketing Specialist, ensuring that
                sufficient information is available for investigation by
                Collagen Corporation.

        B.      Medical complaints

                Medical complaints should be forwarded to the Manager of Medical
                Information and Product Safety within 48 hours of initial
                receipt of information, using the attached form (International
                Clinical Report). Distributors are responsible for submitting
                local reports to their regulatory agencies in accordance with
                local regulations in the countries of their responsibility.
                Collagen International distributors are responsible for
                maintaining a tracking system for Collagen and LipoMatrix
                implants delivered to physicians, and for instructing doctors to
                maintain a data base of patients to whom Collagen implants have
                been administered.



11 July 1997

Revision   1


<PAGE>   28
                              COLLAGEN CORPORATION
                      INTERNATIONAL COMPLAINT REPORT FORM


                                                          For Internal use only:
                                               Complaint No. ___________________
                                                 ARM No. _______________________

DESCRIPTION OF THE COMPLAINT

ORIGINATOR OF THE COMPLAINT: [ ] Physician     [ ] Patient     [ ] Distributor

DOES THIS COMPLAINT INVOLVE A HUMAN BEING? [ ] Yes (Medical Complaint) 
                                           [ ] No (Technical Complaint)

DESCRIPTION: ___________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

================================================================================
PHYSICIAN INFORMATION

Name _________________________________  Specialty ______________________________

Address ________________________________________________________________________

City _________________________________  Country ________________________________

Postal Code _____________ Telephone _____________________ Fax Number ___________

================================================================================
PRODUCT INFORMATION

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
PRODUCT NAME(S)          PRODUCT          PRODUCT        VIGILANCE(TM) ID       IMPLANT       IS PRODUCT BEING
                         CATALOG/           LOT               NUMBER            VOLUME           RETURNED?
                           CODE          NUMBER(S)                                             IF NO, EXPLAIN
                        NUMBER(S)     
----------------------------------------------------------------------------------------------------------------
<S>                     <C>              <C>             <C>                    <C>           <C>

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

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

WAS THIS THE FIRST TIME THE DEVICE WAS USED?  [ ] YES   [ ] NO (EXPLAIN IN DESCRIPTION ABOVE)
================================================================================================================


REPORTED BY: _______________ DATE COMPLAINT RECEIVED BY COLLAGEN OR LIPOMATRIX      /   /
                                                                                  DD MMM YY
</TABLE>
CONTINUE TO PAGE 2 FOR MEDICAL COMPLAINTS                                 Page 1


<PAGE>   29
                              COLLAGEN CORPORATION
                      INTERNATIONAL COMPLAINT REPORT FORM

                                                          For Internal use only:
                                                          Complaint No. ________
                                                               ARM No. _________

MEDICAL COMPLAINT INFORMATION
<TABLE>
<CAPTION>
<S>                  <C>                         <C>      <C>
PATIENT ___,  ____   BIRTH __/___/__ OR AGE ___  SEX ____ WEIGHT ______ HEIGHT ____
Initial Last  First  Date  DD MMM YY        yrs      M/F         kgs/lbs   cm/inches
__________________________________________________________________________________________

   INDICATION FOR        WAS THIS THE FIRST TIME THE    DATE OF (LAST)     WHAT SITES WERE
IMPLANTATION/DIAGNOSIS    PATIENT WAS IMPLANTED WITH      IMPLANTATION          IMPLANTED?
                               THIS PRODUCT? Y/N           DD/MMM/YY
__________________________________________________________________________________________





__________________________________________________________________________________________
</TABLE>


<TABLE>
<S>                                      <C>      <C>                      <C>
__________________________________________________________________________________________
LOCAL SYMPTOM(S) AT IMPLANT SITE(S)      SITE(S)  INCIDENT DATE            RESOLUTION DATE
                                                    DD/MMM/YY                DD/MMM/YY
__________________________________________________________________________________________


__________________________________________________________________________________________
</TABLE>

Were the local symptoms considered by the physician to be product related?
[ ] Yes   [ ] Probably   [ ] Possibly   [ ] Probably not    [ ] No

Diagnosis or etiology for local symptoms:_________________________________

<TABLE>
<CAPTION>
<S>                              <C>                    <C>                <C>
__________________________________________________________________________________________
NON-LOCAL SYMPTOM(S)            SITE(S)                INCIDENT DATE      RESOLUTION DATE
                                                          DD/MM/YY            DD/MM/YY
__________________________________________________________________________________________


__________________________________________________________________________________________
</TABLE>


Were the non-local symptoms considered by the physician to be product related?
[ ] Yes   [ ] Probably   [ ] Possibly   [ ] Probably not    [ ] No

Diagnosis or etiology for non-local symptoms:______________________________

CONCOMITANT MEDICAL INFORMATION

Relevant History __________________________________________________________
Test Site Evaluation: (Zyderm and Zyplast only)

             DD MMM YY
Test Date    __/___/__   Lot #_______  Test Response Positive?   [ ] Yes  [ ] No
Retest Date  __/___/__   Lot #_______  Retest Response Positive? [ ] Yes  [ ] No

Concomitant Medical Products _______________________________________________

Lab Work ___________________________________________________________________

Precipitating Events _______________________________________________________

Residual/Sequelae___________________________________________________________

TREATMENT INFORMATION: Was treatment required for the symptoms? [ ] Yes [ ] No


                                                                    
<TABLE>
<CAPTION>
<S>         <C>                                             <C>            <C>   <C>
                                                                           EFFECTIVE?
__________________________________________________________________________________________
DATE        MEDICAL OR SURGICAL INTERVENTION                ROUTE           YES   NO 
__________________________________________________________________________________________


__________________________________________________________________________________________
</TABLE>

-------------------------------              --------------------------------
Collagen/Lipomatrix/Distributor              Collagen/Lipomatrix/Distributor 
Reporter Name (please print)                 Reporter Signature

                                                                          Page 2
<PAGE>   30
                              COLLAGEN CORPORATION
                      INTERNATIONAL COMPLAINT REPORT FORM

         Continue to page 3 for Implant Retrieval Record as appropriate


                                                                          Page 3
<PAGE>   31
                              COLLAGEN CORPORATION
                      INTERNATIONAL COMPLAINT REPORT FORM

                                                          For Internal Use only:
                                                     Complaint No. _____________
                                                           ARM No. _____________

IMPLANT RETRIEVAL RECORD

Has this complaint been previously reported?  Yes [ ]   No [ ]

If Yes,      Physician's Name: ________________, Patient's Initials: ______,
Original Complaint No. (if known): ____________, Date of Explantation: ________
<TABLE>
<S>                   <C>                        <C>
REASON FOR REMOVAL
Routine series  [ ]    Liability claims  [ ]     Allergy    [ ]
Complaint       [ ]    Clinical                  Pain       [ ]
Research        [ ]      Investigation   [ ]     Infection  [ ]
Documentation   [ ]    Failure           [ ]     Other (specify) ______________
</TABLE>
<TABLE>
<S>           <C>          <C>           <C>           <C>
ADDITIONAL INFORMATION

Antibiotics   pre-op [ ]   peri-op [ ]   post-op [ ]   prophylactic [ ]
</TABLE>
Relevant pharmaceuticals duration _____________________________________________
_______________________________________________________________________________

Post-operative treatment ______________________________________________________
_______________________________________________________________________________

DEVICE DIAGNOSIS (PER TRIAGE)

Observations prior to removal (functional)

     Objectives _______________________________________________________________
     Observational ____________________________________________________________
<TABLE>
<S>                 <C>                    <C>             <C>
Observations at removal
                    Yes  No  Doubt N/A                      Yes  No  Doubt N/A
Normal tissue       [ ]  [ ]  [ ]  [ ]     Bone reaction    [ ]  [ ]  [ ]  [ ]
Bursal fluid        [ ]  [ ]  [ ]  [ ]     Discoloration    [ ]  [ ]  [ ]  [ ]
Scar tissue         [ ]  [ ]  [ ]  [ ]     Implant debris   [ ]  [ ]  [ ]  [ ]
Loose implant       [ ]  [ ]  [ ]  [ ]     Infection        [ ]  [ ]  [ ]  [ ]
Granulation tissue  [ ]  [ ]  [ ]  [ ]     Other (specify)  [ ]  [ ]  [ ]  [ ]
</TABLE>
<TABLE>
<S>                    <C>       <C>
Additional Material Provided for Analyses
                       Yes  No
Mammographs            [ ]  [ ]  how many______
Tissue                 [ ]  [ ]  type____ origin____
Bacteriology specimen  [ ]  [ ]  type____ origin____
Immunology specimen    [ ]  [ ]  type____ origin____
Fluid                  [ ]  [ ]  type____ origin____
Photographs            [ ]  [ ]  
Pathology reports      [ ]  [ ]  
Surgical reports       [ ]  [ ]  
Additional documentation (specify)_____________________________________________
</TABLE>

___________________________       _ _/_ _ _/_ _
Physician Signature               DD   MMM  YY 
<PAGE>   32
                                   EXHIBIT C




                                SECONDMENT TERMS
<PAGE>   33
                                SECONDMENT TERMS

THESE SECONDMENT TERMS GOVERN, AS BETWEEN LEDERLE AND CKK, the conditions of
labor, expenses, burdens therefor and the like for those individuals
(hereinafter, "Seconded Persons") to be seconded and to perform work while
maintaining their status as employees of Lederle.

ARTICLE 1. SECONDMENT (SHUKKO).

1.    LEDERLE and CKK shall agree by advance mutual consultation as to the
      identity of each Seconded Person, the persons who are the object thereof
      (taishousha), the period of secondment as well as the organizational
      assignment (shozoku), position (chii), responsible duties (tantou-gyoumu)
      and place of performance of work for the Seconded Person at CKK's place of
      business, and in the event that there will occur change to any of the
      same following secondment, notice thereof shall be given to LEDERLE by CKK
      no less than one month prior thereto and the consent of LEDERLE shall be
      obtained.

2.    The period of secondment of a Seconded Person shall be two (2) years in
      principle. However, with regard to an individual being employed for a
      period previously determined by LEDERLE, in principle the period of
      secondment shall be from the day of commencement of the secondment until
      the expiration day of such determined period.

3.    The time of commencement of secondment as well as the day of return
      each shall be the day of LEDERLE's official order (hatsureibi).

ARTICLE 2. WORK.

Seconded Persons, in principle, shall obey CKK's employee work rules
(shuugyou-kisoku) and standing work orders and provisions (fukumu-kiritsu), and
shall perform work in accordance with CKK's directions and orders
(shiki-meirei). However, LEDERLE's rules and provisions shall apply with regard
to salary (kyuuyo), severance allowances (taishoku-kin), severance (taishoku),
dismissal (kaiko), retirement age (teinen), temporary work suspensions
(kyuushoku) and the like.

ARTICLE 3. WORK HOURS, DAYS OFF, LEAVES.

1.    CKK's rules and provisions shall apply with regard to work hours
      (roudou-jikan) and days off (kyuujitsu).

2.    Without regard to the foregoing Paragraph, LEDERLE's rules and provisions
      shall apply with regard to annual paid leave (nenji-yuukyuu-kyuuka) as
      well as special paid leave (tokubetsu-yuukyuu-kyuuka).

ARTICLE 4. SALARY, SEVERANCE ALLOWANCE.

Salary (kyuuyo) and severance allowance (taishoku-kin) shall be provided for as
follows:

      1)    Salary:

                  The salary (kyuuyo), bonuses (shouyo), housing allowances
                  (juutaku teate, juutaku-hi hojo teate), family allowance
                  (fuyou teate), meal allowance (regional allowance -- chiiki
                  teate), commuting allowance (tsuukin teate), overtime
                  allowance (jikangai teate) and sales allowance (gaikin teate)
                  of Seconded Persons during the period of secondment shall be
                  paid, subtracting miscellaneous deductions (sho-koujyogaku),
                  by LEDERLE in accordance with LEDERLE's rules and provisions.
                  However, when there occur difficulties in application of
                  LEDERLE's salary rules and provisions (kyuuyo-kitei-ni-yori-
                  gatai-jiyuu) with regard to a Seconded Person's responsible
                  duties (tantou-gyoumu) and the like as assigned by CKK,
                  LEDERLE and CKK shall determine the handling of the same by
                  mutual consultation.

      2)    Severance Allowance:

                                       1
<PAGE>   34
          Severance allowance (taishoku-kin) to be paid at the time of severance
          (taishoku) of Seconded Persons from LEDERLE shall be paid by LEDERLE
          in accordance with LEDERLE's own rules and provisions.

ARTICLE 5. SOCIAL INSURANCE (SHAIKAI HOKEN)

LEDERLE will continue to provide health insurance (kenkou hoken), welfare
annuity insurance (kousei nenkin hoken) employment insurance (koyou hoken) and
workmen's accident compensation (roudousha saigai hoshou) coverage for all
Seconded Persons. CKK will provide workmen's accident compensation insurance
(roudousha saigai hoshou hoken) coverage.

ARTICLE 6. BUSINESS TRAVEL EXPENSES.

CKK's rules and provisions shall apply with regard to business travel expenses
(shutchou-ryohi) and travel allowances (shutchou nittou).

ARTICLE 7. WELFARE BENEFITS.

Welfare benefits (fukuri-kousei), in principle, shall be pursuant to LEDERLE's
rules and provisions. However, CKK may apply its own rules and provisions to
additionally established benefit items.

ARTICLE 8. PERSONNEL EVALUATIONS.

Personnel evaluations (jinji-kouka) of Seconded Persons shall be made initially
by CKK and, using the same as a reference, shall be determined finally by
LEDERLE pursuant to LEDERLE's own rules and provisions. Further, CKK shall
provide to LEDERLE data and information necessary for such purpose.

ARTICLE 9. WORK ADMINISTRATIVE MATTERS.

Administrative matters regarding the work (kinmu-kanri) of Second Persons shall
be performed by CKK, with report thereof to be provided LEDERLE in writing each
month.

ARTICLE 10. BURDENS FOR EXPENSES.

1.   The respective burdens for expenses (hiyou-no-futan) with regard to
     Seconded Persons shall be as follows:

     1)   Salary (kyuuyo), bonuses (shouyo) and various allowances (sho-teate):
               To be borne in full by CKK.

     2)   Health insurance premiums (kenkou-hoken-ryou), welfare pension
          insurance premiums (kousei-nenkin-hoken-ryou), employment insurance
          premiums (koyou-hoken-ryou):
               CKK shall bear portion to be borne by the enterprise.
           
     3)   Workmen's accident compensation insurance premiums
          (roudousha-saigai-hoshou-hoken-ryou):
               To be borne in full by CKK.

     4)   Workmen's accident compensation (roudousha-saigai-hoshou):
               In addition to payments determined by law there shall be made
               supplementary payments as determined by LEDERLE and with the
               burden therefor to be borne by CKK.

     5)   Reserves for severance payments (taishoku-kyuuyo-hikiatekin):

                                       2
                                                                             


                      
<PAGE>   35
          Reserves for severance payments shall be accumulated by LEDERLE, with
CKK to reimburse the amount corresponding thereto.

     6) Business Travel Expenses (shutchou-ryohi) and Travel Allowances:
          To be borne in full by CKK.

     7) Congratulations & Condolence Money (keichou-mimai-kin):
          To be borne by both parties in accordance with the respective rules
          and provisions of LEDERLE and CKK.

     8) Regular Physical Examinations (teiki-kenkou-shindan) and other safety &
         hygiene (anzen-eisei) expenses:
          CKK shall bear portion to be borne by the enterprise.

     9) Welfare benefits (fukuri-kousei):
          The burden for welfare benefits shall be determined by separate
             consultation and agreement of LEDERLE and CKK. However, in the
             event that the rules and provisions of CKK are applied in the
             manner provided in the proviso of Article 7, above, CKK shall bear
             the burden therefor.

     10) Expenses regarding Training & Education (koushuu-kyouiku):
          CKK shall bear the total burden therefor when needed for the
             performance of CKK's work duties. However, in principle LEDERLE
             shall bear the burden in cases where a Seconded Person participates
             in LEDERLE's own employee education and the like.

     11) Relocation expenses upon commencement & termination of secondment
         (tenkyo-hiyou):
             In the cases of the commencement of secondment and where at the
             termination of secondment, Seconded Persons will return to LEDERLE
             necessitating relocation, CKK shall bear the total burden as to the
             expenses therefor.

2. CKK shall pay by remittance and pursuant to invoice therefor from LEDERLE,
to the account designated by LEDERLE, the costs and expenses to be borne by CKK.

ARTICLE 11. PERSONAL CHANGES.

In the event of any change in the family situation, address or other personal
circumstances of a Seconded Person, LEDERLE and CKK shall mutually notify the
other without delay. Furthermore, matters for which notice is required shall be
separately determined.

ARTICLE 12. CHANGE TO CONDITIONS OF WORK, ETC.

In the event of revision to rules and provisions concerning established work
hours (shotei-roudou-jikan), days off (kyuujitsu), leaves (kyuuka), travel
expenses (ryohi), welfare benefits (fukuri-kousei) or like change to work
conditions (roudou-jouken) by either LEDERLE or CKK, the other party shall be
informed without delay.

ARTICLE 13. COMMENDATIONS & SANCTIONS (HYOU-SHOU, SEISAI).

In principle, commendations and sanctions shall be determined pursuant to CKK's
rules and provisions. However, with regard to dismissal (kaiko), commendation
for long years of continuous service and other items


                                       3
<PAGE>   36
separately determined by agreement between LEDERLE and CKK, the rules and
provisions of LEDERLE shall be followed.

ARTICLE 14.  MAINTENANCE OF CONFIDENTIALITY.

1.      Neither LEDERLE nor CKK shall divulge or disclose to a third party any
        business related secret of the opposite party learned in the course of
        performance of this Agreement. However, there shall be excepted from the
        foregoing publicly known matters and matters which become public other
        than through the responsibility of the party itself. 

2.      Both LEDERLE and CKK shall cause Seconded Persons to maintain as
        confidential each other's business secrets, and shall not allow the
        other party's business secrets to be disclosed or divulged, nor to be
        used for the party's own benefit or other purposes.

ARTICLE 15.  COMPENSATION FOR DAMAGES (SONGAI-BAISHOU).

LEDERLE and CKK may demand from the opposite party compensation for damages in
the event that the opposite party has breached the duty to maintain
confidentiality pursuant to the preceding Article, or in the event of there
having been suffered damages pursuant to a Seconded Person's breach of business
order and discipline (kigyou-chitsujo-ihan) or the like.

ARTICLE 16.  EARLY TERMINATION.

Pursuant to proper grounds therefor, when LEDERLE or CKK find it necessary to
terminate this Agreement, or to change, suspend or stop the secondment of
individual Seconded Persons, they may terminate this Agreement or make such
stoppage or the like to secondment upon three (3) months' prior notice thereof
to the opposite party.

ARTICLE 17.  PERSONS RESPONSIBLE FOR LIAISON.

LEDERLE and CKK hereby determine that the following individuals are the
responsible liaison persons with regard to this Agreement through whom shall
occur necessary communications, notifications and coordination between the
parties:

        LEDERLE:         Personnel Manager (Head, Personnel Section)
        CKK:             Personnel Manager

ARTICLE 18.  PROHIBITION OF RE-SECONDMENT.

CKK may not re-second Seconded Persons to another company or the like.

ARTICLE 19.  ADDITIONAL MATTERS.

With regard to matters not provided for in this Agreement or should there arise
doubt as to the content hereof, LEDERLE and CKK shall mutually consult thereon
with a spirit of good faith and sincerity, and shall resolve the same.


                                       4