<PAGE>   1
                                                                 EXHBIT 10.101

                               BENEFITS AGREEMENT

        This BENEFITS AGREEMENT (this "Agreement"), effective as of January 1,
1998 (the "Effective Date), is made by and between COLLAGEN CORPORATION, a
Delaware corporation ("Collagen"), and COHESION TECHNOLOGIES, INC., a Delaware
corporation formerly known as Collagen Technologies, Inc. ("Technologies").

                                    RECITALS

        1. Collagen is currently the owner of all outstanding shares of common
stock of Technologies.

        2. Collagen intends to transfer the assets and liabilities, including
employees, of certain product lines to Technologies, as more fully described in
the Separation and Distribution Agreement, effective as of January 1, 1998,
between Collagen and Technologies (the "Separation Agreement").

        3. Collagen and Technologies intend that certain employee benefits be
provided to certain employees of Collagen and Technologies under certain
employee benefit plans or programs following the Effective Date; and

        4. Collagen and Technologies intend to cause certain of their respective
plans to transfer accrued liabilities and assets relating to such liabilities
between such plans.

        NOW, THEREFORE, the parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

        Except as otherwise defined herein, capitalized terms used herein shall
have the meanings given to them in the Separation Agreement. In addition, for
the purposes of this Agreement, the capitalized terms set forth below shall have
the meanings set forth in this Article I:

        1.1 "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended, and any applicable state law requiring continuation coverage
under a medical plan.

        1.2 "Collagen 401(k) Plan" means the Collagen Corporation 401(k) Savings
Plan.

        1.3 "Collagen ESPP" means the Collagen Corporation 1985 Employee Stock
Purchase Plan.

        1.4 "Collagen Plan" means any employee benefit plan or program
maintained by Collagen.


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        1.5 "Collagen Stock Options" means options to purchase shares of
Collagen Common Stock granted prior to the Distribution Date pursuant to the
Collagen Corporation 1984 Incentive Stock Option Plan, as amended, the Collagen
Corporation 1990 Directors' Stock Option Plan, as amended or the Collagen
Corporation 1994 Stock Option Plan, as amended.

        1.6 "Collagen Welfare Plans" means the Collagen medical plan, dental
benefit plan, vision plan, Employee Assistance Program, life insurance plan,
AD&D insurance plan, long term disability insurance plan, supplemental life
insurance plan, personal time program, medical reimbursement plan and dependent
care reimbursement plan.

        1.7 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

        1.8 "Fair Market Value" means, as of any date, the fair market value of
a share of Common Stock of Collagen or Technologies, as applicable, determined
as follows:

               (i) If the Common Stock is listed on any established stock
exchange or a national market system including without limitation the National
Market of the National Association of Securities Dealers, Inc. Automated
Quotation ("Nasdaq") System, its Fair Market Value shall be the closing sales
price for such stock (or the closing bid, if no sales were reported), as quoted
on such system or exchange, or the exchange with the greatest volume of trading
in Common Stock for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable;

               (ii) If the Common Stock is quoted on the Nasdaq System (but not
on the National Market thereof) or regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value shall be the
mean between the high bid and low asked prices for the Common Stock for the last
market trading day prior to the time of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or

               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board of Directors of the issuing company.

        1.9 "Technologies 401(k) Plan" means the Cohesion Technologies, Inc.
401(k) Savings Plan to be adopted by Technologies after the Effective Date.

        1.10 "Technologies Medical Plans" means the medical, dental and vision
plans established by Technologies which provide benefits which are comparable to
the benefits provided under the medical, dental and vision plans that are
Collagen Welfare Plans.

        1.11 "Technologies Plan" means any employee benefit plan or program
maintained by Technologies.


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        1.12 "Technologies Welfare Plans" means the welfare benefit plans
established by Technologies which correspond to benefits provided under the
Collagen Welfare Plans.

        1.13 "Transferred Technologies Employee" means any person whose
relationship with Collagen or a member of the Collagen Group, prior to the
Effective Date, under common law is that of an employee and who, as of the
Effective Date, is transferred to, and becomes an employee of, Technologies or a
Technologies Subsidiary as set forth on Schedule 2.4 of the Separation
Agreement.

        1.14 "Unvested Collagen Stock Options" means Collagen Stock Options
that, as of the applicable date, are not exercisable to purchase shares of
Collagen Common Stock.

        1.15 "Vested Collagen Stock Options" means Collagen Stock Options that,
as of the applicable date, are exercisable to purchase shares of Collagen Common
Stock

                                   ARTICLE II
                                EMPLOYEE BENEFITS

        2.1 PROVISION OF EMPLOYEE BENEFITS. The employee benefits described in
Articles IV, V and VI of this Agreement shall be provided by Collagen for the
time periods provided in such Articles to any person who is a Transferred
Technologies Employee or who, on or after the Effective Date is or becomes an
employee of Technologies or a member of the Technologies Group, subject to such
employee's satisfaction of each Collagen Plan's eligibility requirements, the
terms and conditions of each such plan and the terms and conditions of such
Articles. The stock option benefits described in Article III shall be provided
by Collagen and Technologies, as applicable, subject to each optionee's
satisfaction of applicable eligibility requirements and the other terms and
conditions of the relevant option plan, the provisions of applicable laws and
regulations and the terms and conditions of Article III.

        2.2 CORPORATE ACTION. Collagen and Technologies shall each take all
action necessary, pursuant to the terms of the Collagen Plans or otherwise, to
cause Technologies and any member of the Technologies Group to continue as a
participating employer in the Collagen Plans, and permit the participation by
employees of Technologies and members of the Technologies Group in such plans,
to the extent described in this Agreement.

        2.3. LEGAL REQUIREMENTS. Notwithstanding any other provision of this
Agreement to the contrary, Collagen may restrict any employee of Technologies or
any member of the Technologies Group from participating in or may limit such
employee's benefits under any Collagen Plan if Collagen determines in good faith
(and without disadvantaging employees of Technologies in favor of employees of
Collagen) that such restriction or limitation is reasonably necessary to
preserve the tax-favored status of such plan or to maintain such plan's
compliance with ERISA or any other applicable legal requirement (including any
non-discrimination requirement). Collagen shall promptly notify Technologies if
Collagen is considering any such action.


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        2.4 COLLAGEN'S RIGHT TO AMEND PLANS. Except to the extent limited by
law, nothing contained in this Agreement shall preclude Collagen from amending
any Collagen Plan; provided, however, that Collagen may not amend any Collagen
Plan in order to avoid its obligations under this Agreement. Prior to adopting
any amendment to any Collagen Plan, representatives of Collagen will consult
with representatives from Technologies with respect to such amendment, but if
the representatives of Collagen and Technologies do not agree with respect to
such amendment, the decision of the representatives of Collagen shall prevail
and Collagen shall have the right to effect such amendment, provided that the
conditions set forth in the first sentence of this Section 2.4 are satisfied.
Collagen shall provide notice to Technologies if Collagen adopts any material
amendment to any Collagen Plan during the period in which Technologies or any
member of the Technologies Group is a participating employer in such plan and
where such amendment applies to employees of Technologies or any member of the
Technologies Group.

                                   ARTICLE III
                                  STOCK OPTIONS

        3.1 EMPLOYEES AND CONSULTANTS.

               (a) Each employee (including officers) and consultant of Collagen
or any Subsidiary of Collagen who, immediately prior to the Distribution Date,
holds a Vested Collagen Stock Option will, in connection with the Distribution,
receive two new options in replacement of the original Vested Collagen Stock
Option, one to acquire shares of Collagen Common Stock and the other to acquire
shares of Technologies Common Stock. The number of shares subject to each new
option will be determined pursuant to a formula agreed upon by the Boards of
Directors (or any committee thereof) of Collagen and Technologies, after
consultation with legal and accounting advisors. The exercise prices of each of
the new options will be determined using a formula intended to preserve any
spread between the exercise price of the Vested Collagen Stock Option and the
Fair Market Value of Collagen Common Stock prior to the Distribution. All other
terms of the new options will be substantially identical to those of the Vested
Collagen Stock Option; provided, however, that each of the new options will
terminate within a specified number of days (as set forth in the original Vested
Collagen Stock Option) following termination of the optionee's employment or
consulting relationship with the entity (Collagen or Technologies) by which such
optionee shall be employed or retained as a consultant following the
Distribution. At the option of the respective Board of Directors (or any
committee thereof), out-of-the-money options may be treated differently.

        (b) Each employee (including officers) and consultant of Collagen or any
Subsidiary of Collagen who, immediately prior to the Distribution Date, holds an
Unvested Collagen Stock Option will, in connection with the Distribution,
receive a new option in replacement of the Unvested Collagen Stock Option to
acquire shares of Common Stock of the entity (Collagen or Technologies) by which
such optionee shall be employed or retained as a consultant following the
Distribution. The number of shares subject to the new option will be determined
pursuant to a formula agreed upon by the Boards of Directors (or any committee
thereof) of Collagen and Technologies, after consultation with legal and
accounting advisors. The exercise price of the 


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new option will be determined using a formula intended to preserve that portion
of any spread between the exercise price of the Unvested Collagen Stock Option
and the Fair Market Value of Collagen Common Stock prior to the Distribution
that is attributable to the entity issuing the new option. All other terms of
the new option, including vesting, will be substantially identical to those of
the Unvested Collagen Stock Option; provided, however, that the new option will
terminate within a specified number of days (as set forth in the original
Unvested Collagen Stock Option) following termination of the optionee's
employment or consulting relationship with the entity (Collagen or Technologies)
by which such optionee shall be employed or retained as a consultant following
the Distribution. At the option of the respective Board of Directors (or any
committee thereof), out-of-the-money options may be treated differently.

        (c) The exercise price of each new option received by employees and
consultants pursuant to Sections 3.1(a) and 3.1(b) will generally be determined
based on a percentage of the post-Distribution Fair Market Value of either a
Collagen or Technologies share of Common Stock, as applicable, equal to a pro
rata percentage of the exercise price of the original option compared to the
Fair Market Value of a share of Collagen Common Stock prior to the Distribution
(i.e. a pro rata adjustment to the exercise price based on the relationship
between the Fair Market Value of the underlying stock immediately before and
after the Distribution).

        (d) Following the Distribution, the Boards of Directors (or any
committee thereof) of Collagen and Technologies may, at their discretion, grant
additional options to their respective employees (including officers) and
consultants at such time or times and having such terms as are determined by the
respective Board of Directors (or any committee thereof).

        3.2 NON-EMPLOYEE DIRECTORS.

               (a) Each non-employee director of Collagen who, immediately prior
to the Distribution Date, holds a Vested Collagen Stock Option will, in
connection with the Distribution, receive two new options in replacement of the
original Vested Collagen Stock Option, one to acquire shares of Collagen Common
Stock and the other to acquire shares of Technologies Common Stock. The number
of shares subject to each new option will be determined pursuant to a formula
agreed upon by the Boards of Directors (or any committee thereof) of Collagen
and Technologies, after consultation with legal and accounting advisors. The
exercise prices of each of the new options will be determined using a formula
intended to preserve any spread between the exercise price of the Vested
Collagen Stock Option and the Fair Market Value of Collagen Common Stock prior
to the Distribution. All other terms of the new options will be substantially
identical to those of the Vested Collagen Stock Option; provided, however, that
each of the new options will terminate within a specified number of days (as set
forth in the original Vested Collagen Stock Option) following termination of the
optionee's service as a director of the entity (Collagen or Technologies) for
which such optionee shall serve as a director following the Distribution. At the
option of the respective Board of Directors (or any committee thereof),
out-of-the-money options may be treated differently.

        (b) Each non-employee director of Collagen who, immediately prior to the
Distribution Date, holds an Unvested Collagen Stock Option will, in connection
with the 


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Distribution, receive a new option in replacement of the Unvested Collagen Stock
Option to acquire shares of Common Stock of the entity (Collagen or
Technologies) for which such optionee shall serve as a director following the
Distribution. The number of shares subject to the new option will be determined
pursuant to a formula agreed upon by the Boards of Directors (or any committee
thereof) of Collagen and Technologies, after consultation with legal and
accounting advisors. The exercise price of the new option will be determined
using a formula intended to preserve that portion of any spread between the
exercise price of the Unvested Collagen Stock Option and the Fair Market Value
of Collagen Common Stock prior to the Distribution that is attributable to the
entity issuing the new option. All other terms of the new option, including
vesting, will be substantially identical to those of the Unvested Collagen Stock
Option; provided, however, that the new option will terminate within a specified
number of days (as set forth in the original Unvested Collagen Stock Option)
following termination of the optionee's service as a director of the entity
(Collagen or Technologies) for which such optionee shall serve as a director
following the Distribution. At the option of the respective Board of Directors
(or any committee thereof), out-of-the-money options may be treated differently.

        (c) The exercise price of each new option received by non-employee
directors pursuant to Sections 3.2(a) and 3.2(b) will generally be determined
based on a percentage of the post-Distribution Fair Market Value of either a
Collagen or Technologies share of Common Stock, as applicable, equal to a pro
rata percentage of the exercise price of the original option compared to the
Fair Market Value of a share of Collagen Common Stock prior to the Distribution
(i.e. a pro rata adjustment to the exercise price based on the relationship
between the Fair Market Value of the underlying stock immediately before and
after the Distribution).

        (d) Either or both of the 1998 Director Stock Option Plans adopted by
Collagen and Technologies may provide for additional automatic grants to
non-employee directors at the time of the Distribution. Following the
Distribution, each non-employee director of Collagen and Technologies will be
eligible to participate in the 1998 Director Stock Option Plan adopted by the
company for which he or she serves as a director and to receive automatic annual
option grants pursuant to such plan.

        3.3 REGISTRATION OF SHARES. Collagen will use its best efforts to
register under the Securities Exchange Act of 1934, as amended, and applicable
state securities laws the shares of Collagen Common Stock issuable upon exercise
of the options issued pursuant to Sections 3.1 and 3.2. Technologies will use
its best efforts to register under the Securities Exchange Act of 1934, as
amended, and applicable state securities laws the shares of Technologies Common
Stock issuable upon exercise of the options issued pursuant to Sections 3.1 and
3.2


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                                   ARTICLE IV
                                   401(k) PLAN

        4.1 PARTICIPATION IN COLLAGEN 401(k) PLAN. For the period beginning on
the Effective Date and ending on the earlier of (a) the date on which
Technologies adopts the Technologies 401(k) Plan or (b) the date on which
Technologies and each member of the Technologies Group no longer qualify as
participating employers in the Collagen 401(k) Plan, Technologies and each
member of the Technologies Group shall be participating employers in the
Collagen 401(k) Plan. Upon agreement by Collagen and Technologies, Technologies
shall take all action necessary to establish the Technologies 401(k) Plan
(including, but not limited to, all action necessary to enable Technologies to
administer such plan and to obtain a favorable determination letter from the
Internal Revenue Service with respect to such plan) as soon as administratively
practicable. Upon the effective date of the Technologies 401(k) Plan,
Technologies and members of the Technologies Group shall no longer be
participating employers in the Collagen 401(k) Plan and shall take all action
necessary to effectuate their withdrawal as participating employers under the
terms of the Collagen 401(k) Plan and to have the accounts, including
outstanding loan balances, of all individual participants who are employees of
Technologies or a member of the Technologies Group transferred to the
Technologies 401(k) Plan. During the period when Technologies or any member of
the Technologies Group is a participating employer in the Collagen 401(k) Plan,
the Board of Directors of Technologies will determine the timing and extent of
any matching contribution to be made on behalf of employees of Technologies or
any member of the Technologies Group participating in the Collagen 401(k) Plan
and Technologies shall bear all costs of making any such matching contribution
(including, without limitation, the amount of any such matching contribution).

                                    ARTICLE V
                                WELFARE BENEFITS

        5.1 WELFARE BENEFITS PROVIDED UNDER COLLAGEN PLANS. During the period
beginning on the Effective Date and ending on the earlier of (a) the date on
which Technologies adopts a plan or program similar to the applicable Collagen
Welfare Plan or (b) the date on which Technologies and each member of the
Technologies Group no longer qualify as participating employers in the
applicable Collagen Welfare Plan, Technologies and each member of the
Technologies Group shall continue to be participating employers in each Collagen
Welfare Plan. Technologies and each member of the Technologies Group shall take
all action necessary to terminate its participation in and to withdraw as a
participating employer under a Collagen Welfare Plan as of the earlier of (a)
the date on which Technologies adopts a plan or program similar to the
applicable Collagen Welfare Plan or (b) the date on which Technologies and each
member of the Technologies Group no longer qualify as participating employers in
the applicable Collagen Welfare Plan.

               Effective at such time after the Effective Date as is determined
by the Board of Directors of Technologies, Technologies shall establish the
Technologies Medical Plans. Any Technologies employee who is covered under the
Collagen medical plan, the Collagen dental 


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plan or the Collagen vision plan on the date of establishment of the applicable
Technologies Medical Plan, shall not be excluded from coverage under any
Technologies Medical Plan due to a preexisting condition limitation under such
Technologies Medical Plan to the extent such limitation would entitle such
employee to elect COBRA coverage under the Collagen medical plan, the Collagen
dental plan or the Collagen vision plan, as applicable.

        5.2 PAYMENT OF WELFARE PLAN COSTS.

               (a) With respect to each Transferred Technologies Employee and
each employee of Technologies or any member of the Technologies Group who
participates in the Collagen Welfare Plans, Technologies shall pay Collagen the
costs described in Section 7.3 of this Agreement. Technologies shall pay all
costs associated with the provision after the Effective Date of long-term
disability benefits to any Transferred Technologies Employee and any employee of
Technologies or any member of the Technologies Group. Technologies shall not pay
Collagen any amount with respect to the provision of benefits under its or
Collagen's personal time program, but instead shall pay directly the costs of
providing such benefits.

                      Technologies shall pay all costs associated with the
provision of benefits to any dependent of any Transferred Technologies Employee
or any employee of Technologies or any member of the Technologies Group to the
extent Technologies or any member of the Technologies Group is required to pay
costs as an employer associated with the provision of welfare benefits to such
Transferred Technologies Employee or employee of Technologies or any member of
the Technologies Group. Any amounts paid by a Transferred Technologies Employee
or an employee of Technologies or any member of the Technologies Group for
dependent coverage shall, to the extent not paid directly to Technologies or the
applicable member of the Technologies Group, be transferred or credited to
Technologies or the applicable member of the Technologies Group. Collagen shall
pay all costs as an employer associated with the provision of benefits to any
dependent of any employee or former employee to the extent Collagen is required
to pay costs as an employer associated with the provision of welfare benefits to
such employee or former employee.

               (b) Notwithstanding the foregoing:

                      (i) Collagen shall pay all costs under the Collagen
medical plan, the Collagen dental plan and the Collagen vision plan which as of
the Effective Date have been incurred but not reported relating to any
Transferred Technologies Employee and any employee of Technologies or any member
of the Technologies Group, but only if claims for such costs are submitted in
written form to Collagen within 365 days after the Effective Date.

                      (ii) Collagen shall pay all costs associated with the
provision of long-term disability benefits through the Effective Date to any
Transferred Technologies Employee and any employee of Technologies or any member
of the Technologies Group who as of the Effective Date is receiving long-term
disability benefits under any Collagen Welfare Plan.


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        5.3 TERMS OF COLLAGEN WELFARE PLANS. For so long as Technologies or any
member of the Technologies Group is a participating employer in any Collagen
Welfare Plan, a representative of Collagen and a representative of Technologies
shall together negotiate the terms, including, without limitation, premiums,
extent of coverage and available options, of any Collagen Welfare Plan that is
subject to renewal, or that such representatives agree should be renegotiated.
If the representatives of Collagen and Technologies do not agree with respect to
any terms subject to negotiation, the decision of the representative of Collagen
shall prevail.

        5.4 TERMS OF TECHNOLOGIES WELFARE PLANS. For so long as the Collagen or
any member of the Collagen Group is a participating employer in any Technologies
Welfare Plan, a representative of Technologies and a representative of Collagen
shall together negotiate the terms, including, without limitation, premiums,
extent of coverage and available options, of any Technologies Welfare Plan that
is subject to renewal, or that such representatives agree should be
renegotiated. If the representatives of Collagen and Technologies do not agree
with respect to any terms subject to negotiation, the decision of the
representative of Technologies shall prevail.

                                   ARTICLE VI
                       MISCELLANEOUS PLANS AND AGREEMENTS

        6.1 COLLAGEN EMPLOYEE STOCK PURCHASE PLAN. The Board of Directors of
Collagen has designated Technologies and each Technologies Subsidiary as a
"designated subsidiary" under the Collagen ESPP as of the Effective Date. The
Collagen ESPP and the offering period that commenced on January 1, 1998 under
the Collagen ESPP will terminate one week prior to the record date for the
Distribution and all employee contributions through such date will be used to
purchase shares of Collagen Common Stock. Each of Collagen and Technologies will
adopt a new 1998 Employee Stock Purchase Plan, having such terms as are approved
by the respective Board of Directors, and the initial offering periods under
each such plan shall commence on or shortly after the Distribution Date.

        6.2 WORKERS' COMPENSATION.

               (a) Collagen shall retain the responsibility for all costs
relating to Technologies employees and former Technologies employees relating to
incidents occurring up to and including the Effective Date (including, but not
limited to, workers' compensation claims which are filed after the Effective
Date but which relate to incidents occurring on or prior to the Effective Date).
Any amount by which actual expenses vary from the reserve established by
Collagen for such expenses for periods prior to the Effective Date shall be
retained by Collagen.

               (b) Technologies shall assume responsibility for all workers'
compensation claims relating to Transferred Technologies Employees, Technologies
employees and former employees relating to incidents beginning after the
Effective Date. Technologies shall take all action necessary to effect timely
return to work for all Transferred Technologies Employees, Technologies
employees and former Technologies employees who are on a leave of absence from
employment during which they were entitled to receive workers' compensation
(including, 


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<PAGE>   10
but not limited to, persons with respect to whom Collagen has the liability to
pay workers' compensation claims).

        6.3 PERSONAL TIME PROGRAM. After the Effective Date, it is expected that
Technologies shall maintain for its employees a personal time program. After the
Effective Date, Technologies shall be responsible for costs incurred to provide
personal time to Transferred Technologies Employees whether accrued before, on
or after the Effective Date.

                                   ARTICLE VII
                             ADMINISTRATION OF PLANS

        7.1 PLAN ADMINISTRATION. Technologies and each member of the
Technologies Group shall provide Collagen and its consultants and advisors
whatever information or assistance is reasonably requested by Collagen from an
employer participating in the Collagen Plans.

        7.2 INFORMATION TO BE PROVIDED TO COLLAGEN. To the extent not contrary
to law, Technologies shall provide any information which Collagen may request,
including but not limited to information relating to dates of termination of
employment, in order to provide benefits to any eligible employee of
Technologies or any member of the Technologies Group under the terms and
conditions described in this Agreement and under the applicable Collagen Plans.
Any such information relating to an employee's termination of employment shall
be provided by Technologies to Collagen as soon as available to Technologies.
Notwithstanding anything in this Agreement to the contrary, Collagen shall not
be responsible for the payment of benefits to the extent Technologies does not
disclose any information needed by Collagen to provide such benefits until
Collagen receives such information.

        7.3 EXPENSES. Technologies shall pay the amounts necessary to cover (a)
all ordinary claims costs that Collagen incurs in providing benefits after the
Effective Date under any Collagen Plan for the Transferred Technologies
Employees or any employees of Technologies or any member of the Technologies
Group and (b) Technologies' pro rata share of ordinary administration and plan
asset management expenses incurred in the operation of all Collagen Plans with
respect to the period after the Effective Date in which Technologies or any
member of the Technologies Group is a participating employer in such plans.
Collagen and Technologies shall share equally any extraordinary costs, expenses
or liabilities incurred by Collagen and relating to events occurring prior to
the Distribution Date in connection with administration of the Collagen Plans on
behalf of Technologies or any member of the Technologies Group, including, but
not limited to, costs of amending plans to reflect coverage of the employees of
Technologies or any member of the Technologies Group, costs of any conversion of
any Collagen Plan to multiple employer plan status and costs of preparing any
extraordinary communications to Transferred Technologies Employees or any
employees or Technologies or any member of the Technologies Group concerning
their employee benefits. Technologies shall pay any such extraordinary costs
incurred by Collagen and relating to events occurring on or after the
Distribution Date. Collagen shall obtain Technologies' written approval prior to
incurring any such extraordinary costs, expenses or liabilities which are
discretionary.


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        7.4 PAYMENT TERMS. Technologies shall pay the amounts owed to Collagen
pursuant to Section 7.3 on a quarterly basis, within 30 days after receipt by
Technologies of a detailed invoice for such expenses.

                                  ARTICLE VIII
                     SERVICE CREDIT; NO RIGHTS TO EMPLOYMENT

        8.1 SERVICE CREDIT. Each Transferred Technologies Employee shall receive
credit for service provided as an employee of Collagen or any Affiliate of
Collagen prior to the Effective Date for purposes of all Collagen Plans and
Technologies Plans described in this Agreement.

        8.2 NO RIGHTS. This Agreement shall not give any employee or any person
any right to continued employment or to any employee benefits. This Agreement
shall not give any person other than a party any rights, including in particular
any third-party beneficiary or other right, to enforce any provision of this
Agreement or to receive damages for a breach of any such provision. Nothing in
this Agreement shall obligate Collagen, Technologies or any of their respective
direct or indirect Subsidiaries to assist any Technologies employee to enforce
any rights such employee may have with respect to any of the employee benefits
described in this Agreement.

                                   ARTICLE IX
                                  MISCELLANEOUS

        9.1 MISCELLANEOUS PROVISIONS. This Agreement shall be subject to the
terms and provisions set forth in Article XI of the Separation Agreement, which
are hereby incorporated into this Agreement to the extent applicable.


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        IN WITNESS WHEREOF, the parties hereto have caused this Benefits
Agreement to be executed by their duly authorized representatives.

                                            COLLAGEN CORPORATION



                                            By:  /s/ Gary S. Petersmeyer
                                               -------------------------------

                                            Name:  Gary S. Petersmeyer

                                            Title:  President and CEO



                                            COHESION TECHNOLOGIES, INC.



                                            By:  /s/ David Foster
                                               -------------------------------

                                            Name:  David Foster

                                            Title:  CEO



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