THE DATE OF SUCH FILING): (I) EACH OF THE
COLLAGENEX SEC DOCUMENTS COMPLIED IN ALL MATERIAL RESPECTS WITH THE APPLICABLE
REQUIREMENTS OF THE EXCHANGE ACT; AND (II) NONE OF THE COLLAGENEX SEC DOCUMENTS
CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
THE FINANCIAL STATEMENTS CONTAINED IN THE COLLAGENEX SEC DOCUMENTS:
(I) COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH THE PUBLISHED RULES AND
REGULATIONS OF THE SEC APPLICABLE THERETO; (II) WERE PREPARED IN ACCORDANCE WITH
GAAP APPLIED ON A CONSISTENT BASIS THROUGHOUT THE PERIODS COVERED (EXCEPT AS MAY
BE INDICATED IN THE NOTES TO SUCH FINANCIAL STATEMENTS AND, IN THE CASE OF
UNAUDITED STATEMENTS, AS PERMITTED BY THE SEC, AND EXCEPT THAT UNAUDITED
FINANCIAL STATEMENTS MAY NOT CONTAIN FOOTNOTES AND ARE SUBJECT TO NORMAL AND
RECURRING YEAR-END AUDIT ADJUSTMENTS WHICH WILL NOT, INDIVIDUALLY OR IN THE
AGGREGATE, BE MATERIAL IN AMOUNT); AND (III) FAIRLY PRESENT THE FINANCIAL
POSITION OF COLLAGENEX AS OF THE RESPECTIVE DATES THEREOF AND THE RESULTS OF
OPERATIONS AND CASH FLOWS OF COLLAGENEX FOR THE PERIODS COVERED THEREBY.
COLLAGENEX IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH (I) THE APPLICABLE
PROVISIONS OF SARBANES-OXLEY ACT OF 2002 AND THE RELATED RULES AND REGULATIONS
PROMULGATED UNDER SUCH ACT OR THE EXCHANGE ACT AS ARE CURRENTLY IN EFFECT AND
(II) THE APPLICABLE LISTING AND CORPORATE GOVERNANCE REQUIREMENTS OF NASDAQ.
(E)
NO BROKER.
NO AGENT, BROKER OR OTHER
PERSON ACTING PURSUANT TO COLLAGENEX'S AUTHORITY WILL BE ENTITLED TO MAKE ANY
CLAIM AGAINST SHAREHOLDERS FOR ANY COMMISSION OR FINDER'S FEE IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
8.
POST-CLOSING COOPERATION
(A)
POST-CLOSING SHAREHOLDERS MEETING.
AT OR
IMMEDIATELY FOLLOWING THE FIRST CLOSING A SHAREHOLDERS MEETING SHALL BE HELD AT
WHICH ALL THE SHAREHOLDERS OF SANSROSA AS OF THE CLOSING SHALL BE PRESENT IN
PERSON OR BY PROXY AND
20
UNANIMOUSLY RESOLVE THAT THE RESIGNATIONS OF THE INCUMBENT DIRECTORS BE ACCEPTED
AND NEW NOMINEES OF COLLAGENEX BE ELECTED TO THE BOARD OF DIRECTORS, AND SHALL
CONDUCT SUCH OTHER BUSINESS AS MAY BE NECESSARY TO EFFECT THE OBJECTIVES OF THIS
AGREEMENT.
(B)
POST-CLOSING BOARD MEETING.
IMMEDIATELY
FOLLOWING THE SHAREHOLDERS MEETING REFERENCED IN SECTION 8(A) OF THIS AGREEMENT,
A BOARD MEETING SHALL BE HELD AT WHICH ALL THE DIRECTORS OF SANSROSA SHALL BE
PRESENT IN PERSON OR BY PROXY, AND AT SUCH MEETING THE SIGNATURE AUTHORITIES OF
SANSROSA SHALL BE AMENDED AND ALL OTHER DELEGATIONS OF AUTHORITY MADE BY THE
BOARD REVOKED, AND SHALL CONDUCT SUCH OTHER BUSINESS AS MAY BE NECESSARY TO
EFFECT THE OBJECTIVES OF THIS AGREEMENT.
(C)
PROXIES.
THE PARTIES AGREE THAT THE
PROXIES DELIVERED AT THE FIRST CLOSING PROVIDE COLLAGENEX WITH THE POWER TO VOTE
ALL OF THE SHARES WITH RESPECT TO ALL DECISIONS MADE AFTER THE FIRST CLOSING AND
RELATING TO THE OPERATION, ADMINISTRATION AND ORGANIZATION OF SANSROSA.
WITHOUT
LIMITING THE FOREGOING, SHAREHOLDERS