PRACTICE AND CUSTOMS.
(II)
THERE HAS NOT BEEN ANY CHANGE IN THE
FINANCIAL CONDITION, ASSETS, PROPERTIES, LIABILITIES, OR OPERATIONS OF SANSROSA
WHICH EITHER WHEN TAKEN BY ITSELF OR WHEN TAKEN IN CONJUNCTION WITH ALL OTHER
SUCH CHANGES WOULD HAVE AN ADVERSE EFFECT ON THE BUSINESS OR PROSPECTS OF
SANSROSA.
(III)
SANSROSA HAS NOT PAID OR COMMITTED ITSELF TO
PAY TO, OR FOR THE BENEFIT OF, ANY OF ITS OFFICERS, MANAGERS, EMPLOYEES OR
OTHERS, ANY SALARY, WAGES, BONUSES, PROFIT SHARING, PENSION, RETIREMENT OR
DEFERRED COMPENSATION PAYMENTS, SEVERANCE PAY OR ANY OTHER FORM OF DIRECT OR
INDIRECT COMPENSATION OR BENEFITS.
(IV)
SANSROSA HAS NOT DECLARED OR COMMITTED TO
DECLARE AND/OR DISTRIBUTED ANY DIVIDEND OR MADE ANY DISTRIBUTION OF ANY OF ITS
ASSETS TO ITS SHAREHOLDERS OF RECORD AS OF ANY DATE PRIOR TO THE FIRST CLOSING.
(V)
EXCEPT AS EVIDENCED BY A DOCUMENT DELIVERED
AT THE FIRST CLOSING, THERE HAS NOT BEEN ANY AMENDMENT OR TERMINATION OF, OR ANY
NOTICE OF ANY PROPOSED AMENDMENT OR TERMINATION OF, ANY AGREEMENT, PLAN, LEASE
OR LICENSE TO WHICH SANSROSA IS A PARTY OR BY WHICH IT MAY BE BOUND, OTHER THAN
IN THE ORDINARY COURSE OF BUSINESS OR AS CONTEMPLATED BY THE RESPECTIVE
AGREEMENT.
(VI)
THERE HAS NOT BEEN ANY DISPOSAL OF ANY
PROPERTY OR ASSET OF SANSROSA, NOR ANY COMMITMENT MADE OR LIABILITY INCURRED BY
SANSROSA IN RESPECT OF, OR ANY CANCELLATION OR COMPROMISE OF, ANY DEBT OF OR
CLAIM AGAINST SANSROSA, OTHER THAN WITH RESPECT TO SANSROSA'S OBLIGATIONS TO ITS
PREFERRED STOCKHOLDERS, BIOADVANCE AND BEN FRANKLIN TECHNOLOGY PARTNERS OF
SOUTHEASTERN PENNSYLVANIA.
(J)
INTERNET DISCLOSURES.
EXCEPT AS SET
FORTH ON SCHEDULE 6(M), SANSROSA HAS NO WEBSITE AND HAS NOT THROUGH ANY OTHER
INTERNET BASED DISCLOSURE MEDIUM, MADE ANY PUBLIC DISCLOSURES OF ITS IDEAS OR
OTHER PROPRIETARY INFORMATION RELATING TO, NOR MADE ANY CLAIMS AS TO THE
CHARACTERISTICS, COMPOSITION, SAFETY OR EFFECTIVENESS OF, ANY POTENTIAL SANSROSA
PRODUCT.
(K)
DISCLOSURE.
NO DOCUMENT OR OTHER
INFORMATION PROVIDED TO COLLAGENEX BY SHAREHOLDERS OR SANSROSA CONTAINS ANY
STATEMENT OF A MATERIAL FACT THAT WAS
16
UNTRUE WHEN MADE OR OMITS OR OMITTED ANY MATERIAL FACT NECESSARY TO MAKE THE
STATEMENT OR INFORMATION MADE OR CONTAINED IN SUCH DOCUMENTS NOT MISLEADING.
(L)
CONTRACTS.
SCHEDULE 6(L) IS AN ACCURATE
AND COMPLETE LIST OF ALL CONTRACTS TO WHICH SANSROSA IS, AS OF THE DATE OF THE
FIRST CLOSING, A PARTY.
SANSROSA IS NOT IN DEFAULT UNDER ANY SUCH CONTRACT, NOR
HAS THERE BEEN ANY DEFAULT BY ANY OTHER PARTY TO ANY SUCH CONTRACT.
EXCEPT AS
SET FORTH ON SCHEDULE 6(L), NEITHER SHAREHOLDERS NOR SANSROSA KNOWS OF ANY
CIRCUMSTANCE (OTHER THAN THE EXPIRATION OF THE TERM OF ANY SUCH CONTRACT) AS A
RESULT OF WHICH ANY SUCH CONTRACT MIGHT CEASE TO BE IN FULL FORCE AND EFFECT.
ALL OTHER CONTRACTUAL RELATIONSHIPS OF SANSROSA HAVE BEEN DULY AND PROPERLY
TERMINATED AND EXCEPT AS NOTED ON SCHEDULE 6(L), SANSROSA HAS NO FURTHER
OBLIGATIONS IN RESPECT OF ANY SUCH TERMINATED RELATIONSHIP.
(M)
INTELLECTUAL PROPERTY.
SCHEDULE 6(M) IS AN
ACCURATE AND COMPLETE LIST AND DESCRIPTION OF