HAS DELIVERED TO COLLAGENEX
CORRECT AND COMPLETE COPIES OF ALL FEDERAL, STATE, AND LOCAL TAX RETURNS FILED
BY SANSROSA SINCE SANSROSA'S INCEPTION.
SANSROSA HAS FILED ALL APPLICABLE TAX
RETURNS AND REPORTS REQUIRED TO BE FILED BY IT, HAS PAID ALL CORPORATION AND
OTHER TAXES, ASSESSMENTS, FEES AND OTHER GOVERNMENTAL CHARGES SHOWN ON SUCH
RETURNS, INCLUDING BUT NOT LIMITED TO THE PAYMENT OF SOCIAL SECURITY OR SIMILAR
PREMIUMS REQUIRED BY LAW TO THE EXTENT DUE, AND HAS MADE ADEQUATE PROVISION FOR
THE PAYMENT OF ALL SUCH TAXES AND FEES NOT CURRENTLY DUE AND PAYABLE.
SANSROSA
IS NOT A PARTY TO ANY PENDING ACTION AND THERE IS NO ACTION OR PROCEEDING
THREATENED AGAINST SANSROSA BY ANY GOVERNMENTAL AUTHORITY FOR THE ASSESSMENT OR
COLLECTION OF ANY TAXES, ASSESSMENTS, FEES OR OTHER GOVERNMENTAL CHARGES.
SANSROSA HAS NOT EXECUTED OR FILED WITH ANY TAXING AUTHORITY OR GOVERNMENTAL
AGENCY ANY AGREEMENT WHICH IS NOW, OR MAY HEREAFTER BECOME, EFFECTIVE EXTENDING
THE PERIOD FOR ASSESSMENT OR COLLECTION OF ANY OF THE ABOVE.
(W)
NO BROKER.
NO AGENT OR BROKER OR OTHER PERSON
ACTING PURSUANT TO SHAREHOLDERS' AUTHORITY IS ENTITLED TO MAKE ANY CLAIM AGAINST
COLLAGENEX FOR ANY COMMISSION OR FINDER'S FEE IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
7.
REPRESENTATIONS AND WARRANTIES OF
COLLAGENEX
CollaGenex makes the following representations and warranties to Shareholders as
of the Closing Date:
(A)
ORGANIZATION.
COLLAGENEX IS A CORPORATION
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS
JURISDICTION OF INCORPORATION AND IS DULY QUALIFIED TO DO BUSINESS AS A FOREIGN
CORPORATION AND IN GOOD STANDING IN EACH OF THE JURISDICTIONS LISTED IN
SCHEDULE 7(A).
NO OTHER JURISDICTION HAS INDICATED THAT COLLAGENEX IS REQUIRED
TO QUALIFY IN THAT JURISDICTION.
COLLAGENEX HAS FULL CORPORATE POWER AND
AUTHORITY TO CARRY ON ITS BUSINESS AS NOW CONDUCTED.
(B)
NECESSARY ACTIONS; BINDING EFFECT.
COLLAGENEX HAS TAKEN ALL ACTIONS NECESSARY TO AUTHORIZE THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT, THE PURCHASE OF THE SHARES FROM SHAREHOLDERS,
AND THE PERFORMANCE OF ALL TRANSACTIONS
19
TO BE PERFORMED UNDER THIS AGREEMENT.
THE AGREEMENT CONSTITUTES THE VALID
OBLIGATION OF COLLAGENEX AND IS LEGALLY BINDING UPON COLLAGENEX IN ACCORDANCE
WITH ITS TERMS.
(C)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT WILL NOT CONFLICT WITH, OR RESULT IN THE BREACH
OF, THE GOVERNING CORPORATE DOCUMENTS OF COLLAGENEX, ANY DECREE OR ORDER OF ANY
COURT OR ADMINISTRATIVE OR GOVERNMENTAL BODY TO WHICH COLLAGENEX IS SUBJECT, OR
ANY AGREEMENT, DOCUMENT, INDENTURE OR OTHER INSTRUMENT TO WHICH COLLAGENEX IS A
PARTY OR BY WHICH IT IS BOUND.
(D)
SEC FILINGS; FINANCIAL STATEMENTS;
COMPLIANCE.
ALL REPORTS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO HAVE BEEN
FILED BY COLLAGENEX WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC")
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT") (THE
"COLLAGENEX SEC DOCUMENTS") HAVE BEEN SO FILED ON A TIMELY BASIS.
AS OF THE
TIME IT WAS FILED WITH THE SEC (OR, IF AMENDED OR SUPERSEDED BY A FILING PRIOR
TO THE DATE OF THIS AGREEMENT, THEN ON