ACKNOWLEDGE THAT COLLAGENEX SHALL AT ALL
TIMES, IN ITS ABSOLUTE DISCRETION, BE FREE TO CAUSE SANSROSA TO ASSIGN, TRANSFER
OR LICENSE TO ITSELF OR ANY CONTROLLED AFFILIATE OF COLLAGENEX, OR OTHERWISE TO
ENCUMBER SOME OR ALL OF, THE RIGHTS, TITLE AND INTEREST IN THE PATENT
APPLICATIONS OR THE PATENTS THAT MAY ISSUE AFTER PATENT ISSUANCE.
(D)
FURTHER DELIVERIES.
AT ANY TIME, UPON THE
REQUEST OF COLLAGENEX, SHAREHOLDERS SHALL EXECUTE, ACKNOWLEDGE AND DELIVER TO
COLLAGENEX ALL SUCH FURTHER BILLS OF SALE, ASSIGNMENTS, TRANSFERS, CONVEYANCES,
POWERS OF ATTORNEY AND OTHER DOCUMENTS, IN A FORM REASONABLY SATISFACTORY TO
COLLAGENEX, AS MAY BE REQUIRED UNDER APPLICABLE REGULATIONS TO CONVEY, TRANSFER
AND DELIVER TO COLLAGENEX, AND PROTECT COLLAGENEX'S RIGHT, TITLE AND INTEREST
IN, ALL OF THE SHARES.
EACH PARTY ALSO AGREES TO TAKE SUCH FURTHER ACTION AND
TO EXECUTE AND DELIVER SUCH FURTHER DOCUMENTS AS REASONABLY MAY BE REQUESTED BY
THE OTHER IN ORDER TO CARRY OUT THE PROVISIONS AND PURPOSES OF THIS AGREEMENT.
(E)
SHAREHOLDERS' NON-COMPETE.
FOR A PERIOD
THAT WILL EXPIRE [**] YEARS AFTER THE LAST CLOSING DATE OF THIS AGREEMENT, OR
UPON PAYMENT OF THE LAST INSTALLMENT OF THE EARN OUT CONSIDERATION, WHICHEVER IS
LONGER, EACH OF THE SHAREHOLDERS UNDERTAKE THAT HE WILL NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF COLLAGENEX, DIRECTLY OR INDIRECTLY OWN, MANAGE, OPERATE,
CONTROL, PARTICIPATE IN, PERFORM SERVICES FOR, OR OTHERWISE CARRY ON, A BUSINESS
THAT IS ENGAGED IN THE RESEARCH, DEVELOPMENT, MANUFACTURE OR SALE IN THE UNITED
STATES OF AMERICA OR THE EUROPEAN UNION, OF ANY PRODUCTS [**] FOR (X) THE
TREATMENT OF ROSACEA OR (Y) THE TREATMENT OF ANY ACNE OR REDNESS RELATED
DISORDER OF THE SKIN, OTHER THAN UNKNOWINGLY AS A HOLDER OF SHARES LISTED ON A
RECOGNIZED STOCK EXCHANGE AS A MINORITY SHAREHOLDER IN A COMPANY PURSUING SUCH
ACTIVITIES, AND THAT HE WILL NOT DURING SUCH PERIOD, OR AT ANY TIME THEREAFTER,
CHALLENGE THE VALIDITY OF ANY PATENT THAT ARISES AND ISSUES OUT OF THE PATENT
APPLICATIONS.
21
(F)
JOINT DEVELOPMENT COMMITTEE.
UPON THE
FIRST CLOSING, THE PARTIES SHALL ESTABLISH A JOINT DEVELOPMENT COMMITTEE TO
PROVIDE GUIDANCE TO COLLAGENEX IN CONNECTION WITH THE DEVELOPMENT AND REGULATORY
APPROVAL OF SANSROSA ROSACEA PRODUCTS AND THE OTHER MATTERS SPECIFIED IN THIS
AGREEMENT.
EACH OF THE SHAREHOLDERS, ON THE ONE HAND, ACTING BY A MAJORITY
VOTE, AND COLLAGENEX, ON THE OTHER HAND, SHALL APPOINT TWO REPRESENTATIVES TO
SERVE ON THE JOINT DEVELOPMENT COMMITTEE.
THE JOINT DEVELOPMENT COMMITTEE SHALL
MEET IN PERSON OR BY TELEPHONE CONFERENCE AT LEAST ONCE IN EVERY CALENDAR
QUARTER UNTIL THE COMPLETION OF THE LAST CLOSING.
COLLAGENEX SHALL KEEP THE
JOINT DEVELOPMENT COMMITTEE INFORMED OF THE STATUS OF ALL REGULATORY FILINGS AND
APPROVALS AND SHALL PROMPTLY NOTIFY THE MEMBERS OF THE JOINT DEVELOPMENT
COMMITTEE APPOINTED BY THE SHAREHOLDERS OF ANY NOTICE OR OTHER COMMUNICATION
FROM ANY REGULATORY AUTHORITY IN CONNECTION WITH THE SANSROSA ROSACEA PRODUCTS
AND OF THE COMMENCEMENT AND STATUS OF ANY ACTIONS, SUITS, CLAIM, INVESTIGATIONS
OR PROCEEDINGS RELATING TO OR OTHERWISE AFFECTING THE SANSROSA ROSACEA PRODUCTS.
(G)
COLLAGENEX GOOD FAITH EFFORTS.
COLLAGENEX