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EX 4.2
EXCHANGE AGREEMENT
BETWEEN
COLLAGEN CORPORATION
AND
THE FIRST NATIONAL BANK OF BOSTON
This EXCHANGE AGREEMENT (the "Exchange Agreement") is entered into as
of April ____, 1995 between COLLAGEN CORPORATION, a Delaware corporation (the
"Company"), and THE FIRST NATIONAL BANK OF BOSTON, a national banking
association (the "Exchange Agent").
WHEREAS the Company has executed and delivered an Indenture (which as
originally executed and as supplemented or amended from time to time is herein
called the "Indenture") dated as of April ____, 1995, to The First National Bank
of Boston, trustee (such trustee or such trustee's successor as such, the
"Trustee"); and
WHEREAS under and pursuant to the Indenture, the Company may issue up
to $45,000,000 aggregate principal amount of its __% Exchangeable Subordinated
Notes Due 2002 (the "Notes"); and
WHEREAS pursuant and subject to the terms of the Notes and the
Indenture, each $1,000 principal amount of Notes are exchangeable at the option
of the holder thereof for (i) shares of common stock, par value $.0025 per share
(the "Target Common Stock"), of Target Therapeutics, Inc., a Delaware
corporation ("Target"), owned by the Company at the Exchange Price (as such term
is defined in the Indenture), which Exchange Price is subject to adjustment as
provided in the Indenture and (ii) such other securities, cash and other
property as may be deliverable as Exchange Property (as such term is defined in
the Indenture) upon such exchange pursuant to the Indenture; and
WHEREAS pursuant to the Indenture the Company is obligated to deposit
with the Exchange Agent and is depositing at the date of execution and delivery
hereof, certificates representing shares of Target Common Stock;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and in order to set forth the terms upon which the shares of Target
Common Stock deposited with the Exchange Agent by the Company for delivery upon
exchange of the Notes and all other Exchange Property held by the Exchange
Agent hereunder shall be held and dealt with by the Exchange Agent and its
successors as such, the Company and the Exchange Agent hereby agree as follows:
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SECTION 1. DEFINED TERMS.
Capitalized terms used both in this Exchange Agreement and the
Indenture shall have the respective meanings specified in the Indenture.
Should any ambiguity exist between the use of any such capitalized term in this
Exchange Agreement and the Indenture, the meaning specified in the Indenture
shall be controlling.
SECTION 2. DEPOSIT.
The Company, simultaneously with the execution and delivery of this
Exchange Agreement, is delivering to the Exchange Agent, irrevocably except as
provided in Sections 14 or 15 hereof, to be held by the Exchange Agent
hereunder, certificates representing such number of shares of Target Common
Stock as is initially required to satisfy the obligations of the Company upon
exchange of the Notes as provided in the Indenture, which shares shall be
registered in the name of the Company or its agent or nominee and endorsed in
blank or accompanied by stock powers endorsed in blank. Thereafter, the
Company shall deposit with the Exchange Agent, from time to time, such other
Exchange Property which may, as a result of transactions involving Target
Common Stock (as permitted under the Indenture), be required to satisfy the
obligations of the Company upon exchange of the Notes as provided in the
Indenture.
SECTION 3. RECORD OWNER.
The record owner of the Exchange Property shall be the Company or its
nominee.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants that it has and will have full
legal right, power and authority to transfer and deliver the Exchange Property
in the manner provided in this Exchange Agreement and the Indenture.
SECTION 5. COVENANTS OF THE EXCHANGE AGENT.
The Exchange Agent covenants and agrees that it will perform all of
the undertakings, duties and obligations described in Article Eleven of the
Indenture, which Article Eleven of the Indenture is hereby incorporated by
reference herein in its entirety, as the undertakings, duties or obligations of
the Exchange Agent. The Exchange Agent covenants and agrees that the Exchange
Property received by it pursuant to this Exchange Agreement shall be held for
and applied only in conformity with the purposes and upon the terms and
conditions set forth in this Exchange Agreement and Article Eleven of the
Indenture.
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SECTION 6. VOTING.
With respect to each matter that is voted upon by securities included
within the Exchange Property, the Company shall be entitled to cast all votes
to which the securities included within the Exchange Property are entitled, or
to execute any written consent with respect thereto, so long as such securities
included within the Exchange Property, on the applicable record date, shall not
have been registered in the name of a holder other than the Company or the
Exchange Agent or a nominee of either of them.
If the Exchange Agent or its nominee is the record owner of any
securities included within the Exchange Property as of the applicable record
date, the Exchange Agent shall from time to time deliver, or cause to be
delivered, to the Company such proxies, duly executed and in the form required
by applicable law, as may be necessary or appropriate to permit the Company to
vote on each matter submitted to the holder of the securities included within
the Exchange Property so deposited.
SECTION 7. NOTIFICATION OF ADJUSTMENT OF EXCHANGE RATE; EXCHANGE OF NOTES.
(a) The Company will notify the Exchange Agent in an Officers'
Certificate (as such term is defined in the Indenture) of any adjustment of the
Exchange Price or Exchange Property and will, upon request, notify the Exchange
Agent in an Officers' Certificate of the Market Price (as such term is defined
in the Indenture) of the Target Common Stock (or per unit Market Price of any
other securities or property which is part of the Exchange Property) as of any
relevant date for the purpose of computing cash adjustments in respect of
fractional interests. The Exchange Agent shall be under no duty or
responsibility with respect to any such Officers' Certificate except to exhibit
such Officers' Certificate from time to time upon request by the Trustee or any
holder of the Notes.
(b) Subject to the terms and conditions of this Exchange
Agreement, including Section 15 hereof, and the Indenture, upon surrender to
the Exchange Agent of any Note (or a principal portion thereof which is an
integral multiple of $1,000) for exchange in accordance with the terms thereof
and of the Indenture, the Exchange Agent shall: (i) provide notice of the
exchange to the Company and Target no later than the next Business Day
following receipt of the exchange request; (ii) if the Company has not elected
to pay each pursuant to Section 15, on the fifth Business Day following receipt
of the exchange request, cause to be delivered to, or on the written order of
the person for whose account such Note (or portion thereof) was so surrendered
for exchange, (x) a certificate or certificates representing the number of
shares of Target Common Stock and other securities included within the Exchange
Property which the holder of such Note shall be entitled to receive in
accordance with the terms of the Notes and the Indenture upon exchange of any
such Note (or portion thereof), (y) the property (other than securities or
cash), if any, apportioned thereto, and (z) a check for any cash apportioned
thereto and for any fractional interest in Target Common Stock or other
securities or property; (iii) deliver to the Trustee the Note so exchanged
marked canceled; and (iv) if only a portion of said Note is exchanged, obtain
from the Trustee and deliver to or on the order of the person for
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whose account the Note was surrendered for exchange a new Note or Notes for the
principal amount thereof not exchanged.
SECTION 8. DIVISION OF CERTIFICATES; PAYMENT OF TAXES, FEES AND CHARGES
AND CASH ADJUSTMENTS; PAYMENT OF FRACTIONAL INTERESTS.
The Company shall make, execute and deliver or cause to be made,
executed and delivered any and all such instruments and assurances and take all
such further action, as may be reasonably necessary or proper to carry out the
intention of or to facilitate the performance of the terms of this Exchange
Agreement or to secure the rights and remedies hereunder of the holders of the
Notes. The Company shall pay: (i) any and all documentary, stamp, transfer or
similar taxes that may be payable in respect of the deposit of the shares of
Target Common Stock and other Exchange Property, if any, with the Exchange
Agent, in accordance with this Exchange Agreement and the Indenture and the
transfer or delivery of the Exchange Property to holders of Notes upon exchange
thereof; (ii) any income or other taxes incurred by the Exchange Agent in its
capacity as such for any reason (except for payment or accrual of its own
fees); (iii) all out-of-pocket fees or charges of the Exchange Agent in
connection with or arising out of this Exchange Agreement, the Indenture or any
exchange of Notes in accordance with the terms hereof and thereof; (iv) all
cash adjustments in respect of fractions of shares of Target Common Stock or
other fractional units of property or other securities which the holders of
Notes may be entitled to receive upon exchange thereof (after giving effect to
funds received by the Exchange Agent from the sale of Exchange Property for the
purpose of paying for such fractional interests); and (v) cash in an amount
equal to any losses on investments made pursuant to Section 9 of this Exchange
Agreement to the extent necessary to maintain on deposit with the Exchange
Agent funds equal from time to time to the aggregate amount of cash apportioned
to all Target Common Stock at each such time deliverable upon exchange of all
Notes then outstanding. Notwithstanding the foregoing, the Company shall not
be required to pay any tax which may be payable in respect of any transfer
involved in the delivery, upon an exchange of Notes, of Exchange Property in a
name other than that in which the Notes so exchanged were registered, and no
such transfer or delivery shall be made unless and until the person requesting
such transfer has paid to the Company or the Exchange Agent the amount of any
such tax or has established, to the satisfaction of the Company and the
Exchange Agent, that such tax has been paid.
The Exchange Agent shall be authorized to and, at the Company's
direction shall, sell any shares of Target Common Stock or other securities or
property which are part of the Exchange Property held by it in order to obtain
the funds necessary, or anticipated by it to be necessary, for payment of
fractional interests with respect to Notes delivered to it for exchange;
provided that after any such sale, the number of shares of Target Common Stock
and any such other Exchange Property remaining on deposit with the Exchange
Agent shall be sufficient to allow the exchange of all the then outstanding
Notes for shares of Target Common Stock and other Exchange Property on the
basis of the then applicable Exchange Rate. If a sale of shares of Target
Common Stock or other Exchange Property to make cash payments for fractional
shares is not permitted or if the funds obtained from such a sale are
insufficient, then the
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Company shall furnish additional funds to permit such payment in accordance
with Section 11.03 of the Indenture.
SECTION 9. INVESTMENT OF CASH.
All cash received and retained by the Exchange Agent under the
Indenture and Section 16 hereof shall be invested at the direction of the
Company in U.S. Government Obligations, provided that such obligations shall
mature by their terms within 12 months following their purchase.
SECTION 10. DISTRIBUTION OF EXCHANGE PROPERTY TO COMPANY.
The Exchange Agent shall cause any Exchange Property which the Company
is entitled to receive under Section 11.11 of the Indenture to be delivered to
the Company upon receipt of an Officers' Certificate, as provided in the
Indenture.
SECTION 11. AMENDMENT OR MODIFICATION OF EXCHANGE AGREEMENT.
(a) The Company, the Trustee and the Exchange Agent may by mutual
accord enter into supplemental agreements to:
(i) Cure any ambiguity or correct or supplement any
provision contained herein which may be inconsistent with any other provision
contained herein or with any provision of the Indenture.
(ii) Evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of the
Company herein contained;
(iii) Add to the covenants of the Company, for the benefit
of the holders of the Notes, or to surrender any right or power herein
conferred upon the Company;
(iv) Comply with the requirements of Section 14.01 of the
Indenture; or
(v) Make any other provisions with respect to matters or
questions arising under this Exchange Agreement or the Indenture so long as
such action shall not adversely affect the interest of the holders of the
Notes.
(b) The Company and the Exchange Agent recognize that the holders
of the Notes are intended beneficiaries of this Exchange Agreement, and,
accordingly, except as specifically provided in subsection 11(a) above, this
Exchange Agreement may not be amended or modified at any time without the
written consent of the Exchange Agent, the Trustee, the Company and the holders
of not less than a majority of the outstanding aggregate principal amount of
the Notes. No amendment or modification shall adversely affect the right of any
Noteholder to exchange any Notes for shares of Target Common Stock and other
Exchange Property at the
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Exchange Price and upon the terms set forth in Article Eleven of the Indenture
or reduce the aforesaid percentage of Notes the holders of which are required
to consent to any amendment or modification, without the consent of all the
holders of all Notes then outstanding.
SECTION 12. DUTIES AND OBLIGATION OF EXCHANGE AGENT.
(a) The Exchange Agent shall be obligated to perform only such
duties as are herein specifically set forth. The Exchange Agent shall not be
liable for any action taken, omitted or suffered by it in good faith and
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Exchange Agreement, and may conclusively rely and
shall be protected in acting or refraining from acting in reliance upon an
Opinion of Counsel (as such term is defined in the Indenture) or upon any
Officers' Certificate, believed by it to be genuine and to have been signed or
presented by the proper party or parties; provided that the Exchange Agent
shall not make any payment or deliver any Exchange Property to the Company
until the Company has delivered an Officers' Certificate to the Exchange Agent
stating that the Company has complied with the conditions precedent provided
for in the Indenture. The Exchange Agent shall not be required to take any
action hereunder which, in the opinion of its counsel, will be contrary to law.
The Exchange Agent shall not be responsible for any failure of the Company to
comply with any of its covenants contained in this Exchange Agreement or in the
Indenture.
In the event the Exchange Agent is instructed by the Company to sell
any securities (including any shares of Target Common Stock) that constitute
Exchange Property, the Exchange Agent shall be entitled to an Opinion of
Counsel (which counsel is satisfactory to the Exchange Agent), to the effect
that the proposed sale of securities will not violate any applicable United
States Federal or state securities laws.
SECTION 13. SALES AND TENDERS OF EXCHANGE PROPERTY.
In the event that Article Eleven of the Indenture permits the Company
to direct the Exchange Agent to sell or tender any Exchange Property, the
Exchange Agent shall sell or tender such Exchange Property in such manner as
shall be set forth in written instructions concerning any such sale or tender
which are given by the Company by means of an Officers' Certificate, and shall
remit the proceeds thereof as provided in such Officers' Certificate.
SECTION 14. RELEASE OR SALE OF EXCESS EXCHANGE PROPERTY.
To the extent Notes are redeemed or purchased pursuant to Articles
Three or Thirteen of the Indenture, the Company shall be entitled, out of the
Exchange Property held by the Exchange Agent, to receive in a timely fashion
such number of shares of Target Common Stock and kind and amount of other
Exchange Property which otherwise would have been deliverable upon exchange to
the holder of the Notes redeemed or repurchased.
SECTION 15. CASH EQUIVALENT.
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In lieu of delivering certificates representing shares of Target
Common Stock upon surrender of any Note for exchange in accordance with the
terms thereof and of the Indenture, the Exchange Agent shall, if so directed by
the Company within five business days following the receipt by the Exchange
Agent and the Company of the holder's notice of exchange, pay to the holder in
cash an amount equal to the Market Price of the Exchange Property for which
such Note is exchangeable, determined as of the date of receipt by the Exchange
Agent of the notice of exchange relating to such Note plus any cash or other
property which the holder of such Note shall be entitled to receive in
accordance with the terms of the Indenture. Simultaneously with directing the
Exchange Agent to make any such cash payment, the Company shall deposit with
the Exchange Agent the cash so payable. After depositing the cash payable upon
exchange of the Notes, the Company shall be entitled, out of the Exchange
Property held by the Exchange Agent, to receive in a timely fashion such number
of shares of Target Common Stock or other Exchange Property which otherwise
would have been delivered upon exchange to the holder.
SECTION 16. INTEREST PAYMENTS, CASH DIVIDENDS, OTHER DISTRIBUTIONS AND
SUBSCRIPTION RIGHTS.
To the extent the Company receives any distribution of cash,
securities or other property or if subscription rights, options, warrants or
similar rights are granted to the Company (with respect to any securities or
property held by the Exchange Agent) which, pursuant to the Indenture, are to
be delivered (or sold and the proceeds delivered) on exchange of Notes, the
Company shall deliver such securities, other property, cash and rights to the
Exchange Agent and execute and deliver to the Exchange Agent a supplement to
this Exchange Agreement providing that the holder of any Note surrendered for
exchange thereafter will, subject to provision for taxes, be entitled to
receive, in addition to other Exchange Property, if any, the kind and amount of
securities and/or property receivable in connection with such transaction by a
holder of the number of shares of Target Common Stock or other securities
constituting Exchange Property for which such Note might have been exchanged
immediately prior to such transaction, plus accrued interest thereon, required
by the Indenture, to the date of exchange.
On instructions of the Company, the Exchange Agent shall sell such
rights, options, warrants, securities or other property received by it for
cash, which cash proceeds, net of any tax payable by the Company, shall then be
held for delivery on exchange of Notes.
SECTION 17. CONSOLIDATION, MERGER, ETC. OF THE COMPANY.
(a) Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
its properties or assets other than a consolidation or merger in which the
Company is the continuing corporation, the Company hereby covenants and agrees
that: (i) the rights and obligations of the Company under this Exchange
Agreement shall be expressly assumed by a supplemental agreement reasonably
satisfactory in form to the Exchange Agent, executed and delivered to the
Exchange Agent, by
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the corporation, person or other entity formed by such consolidation, or with
or into which the Company shall have merged or to which the assets of the
Company shall have been sold, assigned, transferred, leased, conveyed or
otherwise disposed; and (ii) no Event of Default (as such term is defined in
the Indenture) shall occur at the time of any such transaction or after giving
effect to any such transaction.
(b) In the case of any consolidation or merger or any sale,
assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the Company's properties or assets referred to in
subsection 17.(a) hereof and upon the execution and delivery to the Exchange
Agent of the supplemental agreement referred to therein by the successor or
acquiring corporation, person or other entity, such successor shall succeed to
the rights and obligations of and be substituted for the Company under this
Exchange Agreement, with the same effect as if such corporation, person or
other entity had been named herein as the Company.
SECTION 18. RELIANCE ON INFORMATION SUPPLIED.
The Exchange Agent may rely on the contents of any Officers'
Certificate furnished hereunder and, in delivering any such certificate, the
Company may rely on information furnished to the Company by the Exchange Agent
as to the quantity and identity of Target Common Stock and other Exchange
Property delivered to holders of Notes upon exchange thereof. The Exchange
Agent will furnish on request to the Company, such information as to the
Exchange Agent's holdings and as to Exchange Property delivered to holders of
Notes upon exchange thereof.
SECTION 19. EXPENSES AND INDEMNIFICATION OF THE EXCHANGE AGENT.
The Company covenants and agrees to pay to the Exchange Agent from
time to time, and the Exchange Agent shall be entitled to compensation, as
mutually agreed by the Company and the Exchange Agent, and the Company will pay
or reimburse the Exchange Agent upon its request for all out-of-pocket
expenses, disbursements and advances incurred or made by the Exchange Agent in
accordance with any of the provisions of this Exchange Agreement (including the
out-of-pocket compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Company also covenants to indemnify the Exchange Agent for, and to hold it
harmless against, any loss, liability, claim, cause of action or expense
incurred without negligence or bad faith on the part of the Exchange Agent and
arising out of or in connection with its duties under this Exchange Agreement.
The Trustee and the holders of the Notes shall not be liable for any expenses
or compensation of the Exchange Agent, and no charge shall be made for such
expenses or compensation against the Exchange Property.
SECTION 20. RESIGNATION OR REMOVAL OF THE EXCHANGE AGENT.
(a) The Exchange Agent may at any time resign by giving 60 days'
written notice of resignation to the Company and the Trustee and by mailing
notice thereof to the holders of the Notes at their addresses as they shall
appear on the register of the Notes. The Company may at
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any time remove the Exchange Agent by giving like written notice of removal to
the Exchange Agent and the Trustee and by mailing notice thereof to the holders
of the Notes at their addresses as they shall appear on the register of the
Notes. The holders of a majority in principal amount of the Notes at the time
outstanding may at any time remove the Exchange Agent. If the Exchange Agent
shall resign or be removed, a successor Exchange Agent, which in each case
shall be a bank or trust company having surplus and capital of at least
$50,000,000, shall be appointed by the Company by written instrument executed
and delivered to the Exchange Agent and to such successor Exchange Agent, a
copy of which shall be delivered by the Company to the Trustee.
(b) Any resignation or removal of the Exchange Agent and any
appointment of a successor Exchange Agent pursuant to any of the provisions of
this Exchange Agreement shall become effective upon acceptance of appointment
by the successor as provided in Section 21 hereof.
SECTION 21. ACCEPTANCE BY SUCCESSOR EXCHANGE AGENT.
Any successor Exchange Agent appointed as provided in Section 20 of
this Exchange Agreement shall execute, acknowledge and offer to the Company and
to its predecessor Exchange Agent, an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Exchange
Agent shall become effective; and such successor Exchange Agent, without any
further act, deed or conveyance, shall become vested with all the right, title
and interest to all property held hereunder and all other rights, powers,
duties and obligations hereunder, of such predecessor Exchange Agent. Such
predecessor Exchange Agent shall forthwith deliver to such successor Exchange
Agent physical possession of the certificates evidencing the Target Common
Stock and of all other Exchange Property and on the written request of the
Company or successor Exchange Agent and upon payment of any amounts then due it
pursuant to the provisions of Section 19 hereof, execute and deliver to such
successor Exchange Agent an instrument transferring to such successor Exchange
Agent all right, title and interest hereunder in and to the Target Common Stock
and the other Exchange Property and all other rights and powers hereunder, of
such predecessor Exchange Agent.
SECTION 22. SUCCESSION BY CONSOLIDATION, MERGER, ETC.
Any corporation or other entity into which the Exchange Agent may be
merged or converted or with which it may be consolidated, or any corporation or
other entity resulting from any merger, conversion or consolidation to which
the Exchange Agent shall be a party, or any corporation or other entity
succeeding to the business of the Exchange Agent, shall be the successor of the
Exchange Agent hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that such
corporation shall be eligible under Section 20 hereof.
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SECTION 23. TERMINATION OF EXCHANGE AGREEMENT.
This Exchange Agreement shall terminate when the rights of all holders
of Notes under the Indenture to surrender Notes for exchange pursuant to
Article Eleven of the Indenture shall have expired or terminated pursuant to
Section 9.03 of the Indenture and otherwise and when all other obligations of
the Company shall have been satisfied under this Exchange Agreement, which
termination or expiration and satisfaction shall be evidenced by an Officers'
Certificate of the Company to that effect. Upon termination of this Exchange
Agreement pursuant to this Section 23, any Target Common Stock and any other
Exchange Property remaining in the hands of the Exchange Agent hereunder which
are not required for the exchange of Notes previously duly surrendered and duly
accepted for the exchange shall be delivered by the Exchange Agent to the
Company.
SECTION 24. NOTICES.
Any notice or communication shall be sufficient]y given if in writing
and delivered in person or mailed by first-class mail, postage prepaid,
addressed as follows:
If to the Company:
Collagen Corporation
2500 Faber Place
Palo Alto, CA 94116
Attention: Chief Executive Officer (with a copy to the Legal
Department)
If to the Exchange Agent:
The First National Bank of Boston
150 Royall Street, Mail Stop 45-02-15
Canton, MA 02021
Attention: Corporate Trust Administration
The Company and the Exchange Agent by notice to the other may
designate additional or different addresses for subsequent notices or
communications.
Any notice or communication mailed to a holder of Notes shall be
mailed by first-class mail, postage prepaid, to such holder at such holder's
address as it appears on the registration books of the registrar for the Notes
and shall be sufficiently given to such holder if so mailed within the time
prescribed.
Failure to mail any notice or communication to a holder of Notes or
any defect in it shall not effect its sufficiency with respect to other holders
of Notes. If a notice or communication is mailed in the manner provided above,
it is duly given, whether or not the addressee receives it.
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SECTION 25. BENEFITS OF EXCHANGE AGREEMENT.
Nothing in this Exchange Agreement or the Notes, expressed or implied,
shall give or be construed to give any person, firm or corporation, other than
the parties hereto, the holders of Notes as such and the Trustee as such
holders' representative, any legal or equitable right, remedy or claim under
any covenant, condition or provision herein contained, all the covenants,
conditions and provisions contained in this Exchange Agreement being for the
sole benefit of the parties hereto, the holders of the Notes as such and the
Trustee as such holders' representative.
SECTION 26. HEADINGS.
The headings contained in this Exchange Agreement are for convenience
of reference only and shall have no effect on the interpretation or operation
of this Exchange Agreement.
SECTION 27. CHOICE OF LAWS.
This Exchange Agreement and the legal relations between the parties
hereto shall be governed by and construed in accordance with the laws of the
State of New York, without regard to principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto have caused this Exchange
Agreement to be executed and their respective corporate seals to be affixed
hereto by duly authorized officers as of the day and year first above written.
COLLAGEN CORPORATION
By:______________________________
Howard D. Palefsky
Chairman and CEO
THE FIRST NATIONAL BANK OF BOSTON
as Exchange Agent
By:______________________________
Print Name:______________________
Title:___________________________
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