-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GxBjgkQRM4alHhshAbFNaFTJOWW8GUApiKGxEhRDAaVRjmsjFNrkXi2m02edLnyX 4L9b91YNMrFccvmEdzrVXg== 0001104659-08-013420.txt : 20080227 0001104659-08-013420.hdr.sgml : 20080227 20080227171707 ACCESSION NUMBER: 0001104659-08-013420 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080227 DATE AS OF CHANGE: 20080227 GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS GP, LLC GROUP MEMBERS: OAKTREE CAPITAL GROUP, LLC GROUP MEMBERS: OAKTREE CAPITAL I, L.P. GROUP MEMBERS: OAKTREE FUND GP I, L.P. GROUP MEMBERS: OAKTREE HOLDINGS, LLC GROUP MEMBERS: OCM HOLDINGS I, LLC GROUP MEMBERS: OKATEE CAPITAL GROUP HOLDINGS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLLAGENEX PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001012270 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521758016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47825 FILM NUMBER: 08647454 BUSINESS ADDRESS: STREET 1: 41 UNIVERSITY DRIVE CITY: NEWTON STATE: PA ZIP: 18940 BUSINESS PHONE: 2155797388 MAIL ADDRESS: STREET 1: 41 UNIVERSITY DRIVE CITY: NEWTON STATE: PA ZIP: 18940 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OCM PRINCIPAL OPPORTUNITIES FUND L P CENTRAL INDEX KEY: 0001020638 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT LLC STREET 2: 333 SOUTH GRAND 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306484 MAIL ADDRESS: STREET 1: C/O OAKTREE CAPITAL MANAGEMENT LLC STREET 2: 333 SOUTH GRAND 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13D/A 1 a08-6735_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D (Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

CollaGenex Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

19419B100

(CUSIP Number)

Todd E. Molz

Managing Director and General Counsel

Oaktree Capital Group Holdings GP, LLC

333 South Grand Avenue, 28^th Floor

Los Angeles, CA 90071

(213) 830-6300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Jeffrey H. Cohen

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

(213) 687-5000

February 25, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 19419B100

	1.	Names of Reporting Persons OCM Principal Opportunities Fund, L.P.

	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds* (See Instructions) Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.1%

	14.	Type of Reporting Person* (See Instructions) PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 19419B100

	1.	Names of Reporting Persons Oaktree Fund GP I, L.P.

	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds* (See Instructions) Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.1%

	14.	Type of Reporting Person* (See Instructions) PN

*Solely in its capacity as the general partner of OCM Principal Opportunities Fund, L.P.

CUSIP No. 19419B100

	1.	Names of Reporting Persons Oaktree Capital I, L.P.

	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds* (See Instructions) Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.1%

	14.	Type of Reporting Person* (See Instructions) PN

* Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

CUSIP No. 19419B100

	1.	Names of Reporting Persons OCM Holdings I, LLC

	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)* o

	13.	Percent of Class Represented by Amount in Row (11) 9.1%

	14.	Type of Reporting Person* (See Instructions) OO

* Solely in its capacity as the general partner of Oaktree Capital I, L.P.

CUSIP No. 19419B100

	1.	Names of Reporting Persons Oaktree Holdings, LLC

	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds* (See Instructions) Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.1%

	14.	Type of Reporting Person (See Instructions) OO

* Solely in its capacity as the managing member of OCM Holdings I, LLC

CUSIP No. 19419B100

	1.	Names of Reporting Persons Oaktree Capital Group, LLC

	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds* (See Instructions) Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.1%

	14.	Type of Reporting Person* (See Instructions) OO

* Solely in its capacity as the managing member of Oaktree Holdings, LLC

CUSIP No. 19419B100

	1.	Names of Reporting Persons Oaktree Capital Group Holdings, L.P.

	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds* (See Instructions) Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.1%

	14.	Type of Reporting Person* (See Instructions) PN

* Solely in its capacity as the holder of the majority of voting units of Oaktree Capital Group, LLC.

CUSIP No. 19419B100

	1.	Names of Reporting Persons Oaktree Capital Group Holdings GP, LLC

	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds* (See Instructions) Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,145,286 (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock)*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)* o

	13.	Percent of Class Represented by Amount in Row (11) 9.1%

	14.	Type of Reporting Person* (See Instructions) OO

* Solely in its capacity as the general partner of Oaktree Capital Group Holdings, L.P.

This Amendment No. 7 (this “Amendment”) amends and supplements, pursuant to Rule 13d-2(a), the Schedule 13D (the “Schedule 13D”) of OCM Principal Opportunities Fund, L.P. and Oaktree Capital Management, L.P. (formerly Oaktree Capital Management, LLC), filed with the Securities and Exchange Commission (the “SEC”) on May 21, 1999.

Item 1.	Security and Issuer
Item 1 is amended and supplemented as follows: This Amendment relates to the Common Stock, par value $0.01 per share (“Common Stock”), and the Series D-1 Cumulative Preferred Stock, par value $0.01 per share (the “Series D-1 Preferred Stock”), of CollaGenex Pharmaceuticals, Inc., a Delaware corporation, (the “Issuer”). The address of the principal executive office of the Issuer is 41 University Drive, Newtown, Pennsylvania 18904. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D.

Item 2.	Identity and Background
Item 2 is amended and restated as follows: (a)-(c) & (f) This Schedule 13D is filed jointly, pursuant to a joint filing agreement attached hereto as Exhibit 4, by: (1) OCM Principal Opportunities Fund, L.P., a Delaware limited partnership (the “Oaktree Fund”), whose principal business is to invest in entities over which there is a potential for the Oaktree Fund to exercise significant influence; (2) Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), whose principal business is to (i) serve as, and perform the functions of, the general partner of certain investment funds or to serve as, and perform the functions of, the managing member of the general partner of certain investment funds or (ii) to act as the sole shareholder of certain controlling entities of certain investment funds; (3) Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), whose principal business is to serve as, and perform the functions of, the general partner of GP I and to hold limited partnership interests in GP I; (4) OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), whose principal business is to serve as, and perform the functions of, the general partner of Capital I; (5) Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”), whose principal business is to serve as, and perform the functions of, the managing member of Holdings I;

(6) Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), whose principal business is to act as the holding company and controlling entity of each of the general partner and investment adviser of certain investment funds and separately managed accounts; (7) Oaktree Capital Group Holdings, L.P., a Delaware limited partnership (“OCGH”), whose principal business is to hold voting interests in OCG and other interests in each of the general partner and investment adviser of certain investment funds and separately managed accounts; and (8) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP” and together with Oaktree Fund, GP I, Capital I, Holdings I, Holdings, OCG and OCGH, collectively, the “Reporting Persons”, and each individually, a “Reporting Person”), whose principal business is to serve as, and perform the functions of, the general partner of OCGH. Set forth in the attached Annex A is a listing of the directors, executive officers, members and general partners, as applicable, of each Reporting Person (collectively, the “Covered Persons”), and is incorporated by reference. Except as set forth in Annex A, each of the Covered Persons that is a natural person is a United States citizen. The principal business address of each of the Reporting Persons and each Covered Person is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. (d)-(e) During the last five years, none of the Reporting Persons, or, to the best of their knowledge, any Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4.	Purpose of Transaction
Item 4 is amended and supplemented as follows: The Oaktree Fund, Galderma Laboratories, Inc. (“Parent”), Galderma Acquisition Inc. (“Purchaser”) and certain other holders of the Series D-1 Preferred Stock (together with the Oaktree Fund, the “Preferred Stockholders”) entered into a Preferred Stock Purchase and Voting Agreement, dated as of February 25, 2008 (the “Purchase and Voting Agreement”), in connection with the Issuer, Parent and Purchaser entering into an Agreement and Plan of Merger dated as of the same date (the “Merger Agreement”). Pursuant to the Purchase and Voting Agreement, each Preferred Stockholder has (a) agreed to (i) sell its shares of Preferred Stock to Purchaser concurrently with the closing of the

tender offer to be made to the holders of the Common Stock (the “Tender Offer”) pursuant to the Merger Agreement and (ii) vote its shares of Series D-1 Preferred Stock and any other shares of capital stock of the Issuer owned by such Preferred Stockholder (the “Voting Shares”) against certain actions, transactions or agreements that compete with or would interfere, impede or otherwise frustrate the transactions contemplated by the Merger Agreement, and (b) granted specified representatives of Parent an irrevocable proxy to vote and exercise voting and related rights with respect to the Voting Shares in accordance with the terms of the voting agreement set forth in the Purchase and Voting Agreement. The Oaktree Fund currently intends to tender the shares of Common Stock beneficially owned by it in the Tender Offer. The Preferred Stockholders will receive for each share of Series D-1 Preferred Stock an amount in cash equal to the product of the number of shares of Common Stock into which such share of Series D-1 Preferred Stock is convertible multiplied by the offer price in the Tender Offer (the “Offer Price”). Holders of a majority of the Series D-1 Preferred Stock have the right to terminate the Purchase and Voting Agreement upon the occurrence of specified events, including (a) any modification or amendment of the Merger Agreement that is adverse to the Preferred Stockholders in any material respect, including a reduction in the Offer Price, (b) any waiver by the Issuer of any obligation of Parent under the Merger Agreement, which waiver is adverse to the Preferred Stockholders in any material respect or (c) the occurrence of a Company Adverse Recommendation Change (as such term is defined in the Merger Agreement), provided that, in the case of clauses (a) and (b), the Preferred Stockholders holding a majority of the Series D-1 Preferred Stock have not consented in writing to such modification, amendment or waiver. The Oaktree Fund holds a majority of the Series D-1 Preferred Stock. The Purchase and Voting Agreement terminates automatically upon the termination of the Merger Agreement. This description of the Purchase and Voting Agreement is qualified in its entirety by reference to the Purchase and Voting Agreement, a copy of which is filed as Exhibit 4 attached hereto and incorporated herein by this reference. The Merger Agreement has been included as Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on February 27, 2008, and is not incorporated herein by reference.

Item 5.	Interest in Securities of the Issuer
Item 5 is amended and restated as follows: The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. The Oaktree Fund directly holds 2,145,286 shares of Common Stock (2,082,353 of which are issuable upon the conversion of 177,000 shares of Series D-1 Cumulative Preferred Stock) and has sole power to vote and dispose of such shares. Such shares of Common Stock directly held by the Oaktree Fund constitute approximately 9.1% of the 21,576,553 shares of Common Stock issued and outstanding as of February 22, 2008, as set forth in Section 3.2(a) of the Merger Agreement and the 2,082,353 shares of Common Stock issuable upon the conversion of 177,000 shares of Preferred Stock beneficially owned by the Oaktree Fund.

GP I, in its capacity as the general partner of the Oaktree Fund, has the ability to direct the management of the Oaktree Fund’s business, including the power to vote and dispose of securities held by the Oaktree Fund; therefore, GP I may be deemed to beneficially own the shares of Common Stock of the Issuer held by the Oaktree Fund.

Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by the Oaktree Fund; therefore, Capital I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by the Oaktree Fund.

Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by the Oaktree Fund; therefore, Holdings I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by the Oaktree Fund.

Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by the Oaktree Fund; therefore, Holdings may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by the Oaktree Fund.

OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to direct the decisions of Holdings regarding the vote and disposition of securities held by the Oaktree Fund; therefore, OCG may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by the Oaktree Fund.

OCGH, in its capacity as the majority holder of the voting units of OCG, has the ability to appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by the Oaktree Fund; therefore, OCGH may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by the Oaktree Fund.

OCGH GP, in its capacity as the managing member of OCGH, has the ability to direct the management of OCGH’s business, including the power to direct the decisions of OCGH regarding the vote and disposition of securities held by the Oaktree Fund; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by the Oaktree Fund.

With respect to the shares of Common Stock reported herein, each of the Reporting Persons may be deemed to have sole voting and dispositive power or the sole power to direct the vote and disposition of the number of shares of Common Stock which such Reporting Person may be deemed to beneficially own as set forth above.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than the Oaktree Fund, that it is

the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person, other than the Oaktree Fund. To the knowledge of the Reporting Persons, none of the Covered Persons directly owns any shares of Common Stock; provided, however, that because of each Covered Persons status as a manager, general partner, director, executive officer or member of a Reporting Person, a Covered Person may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by such Reporting Person. Except to the extent of such person’s pecuniary interest, each of the Covered Persons disclaims beneficial ownership of the shares of the Issuer’s Common Stock reported herein and the filing of this Schedule 13D shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this statement. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any securities owned by Parent, Purchaser or any other Preferred Stockholder, and the Reporting Persons expressly disclaim beneficial ownership of any securities of the Issuer owned by Parent, Purchaser or any other Preferred Stockholder. (c) None (d) Not applicable (e) Not applicable

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is amended and supplemented as follows: The information set forth under Item 4 above is incorporated herein by reference. GP I, as the general partner of the Oaktree Fund, has a carried interest in the Oaktree Fund. Except as described above and herein in this Schedule 13D, there are no other contracts, understandings or relationships (legal or otherwise) among the parties named in Item 2 hereto and between such persons and any person with respect to any of the securities of the Issuer currently owned by the Oaktree Fund.

Item 7.	Material to be Filed as Exhibits

Exhibit 4 Joint filing agreement, dated as of February 27, 2008.

Exhibit 5 Preferred Stock Purchase and Voting Agreement, dated as of February 25, 2008,among Galderma Laboratories, Inc, Galderma Acquisition Inc., OCM Principal Opportunities Fund, L.P. and the other persons listed on Schedule I thereto.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 27, 2008

		OCM PRINCIPAL OPPORTUNITIES
		FUND, L.P.
		By: Oaktree Fund GP I, L.P.
		Its: General Partner

		By:	/s/ Richard Goldstein
		Name: Richard Goldstein
		Title: Authorized Signatory

		By:	/s/ Skardon Baker
		Name: Skardon Baker
		Title: Authorized Signatory


		OAKTREE FUND GP I, L.P.

		By:	/s/ Richard Goldstein
		Name: Richard Goldstein
		Title: Authorized Signatory

		By:	/s/ Skardon Baker
		Name: Skardon Baker
		Title: Authorized Signatory


		OAKTREE CAPITAL I, L.P.
		By: OCM Holdings I, LLC
		Its: General Partner

		By:	/s/ Todd E. Molz
		Name: Todd E. Molz
		Title: Vice President

		By:	/s/ Richard Ting
		Name: Richard Ting
		Title: Vice President

		OCM HOLDINGS I, LLC

		By:	/s/ Todd E. Molz
		Name: Todd E. Molz
		Title: Vice President

		By:	/s/ Richard Ting
		Name: Richard Ting
		Title: Vice President


		OAKTREE HOLDINGS, LLC
		By: Oaktree Capital Group, LLC
		Its: Managing Member

		By:	/s/ Todd E. Molz
		Name: Todd E. Molz
		Title:	Managing Director
			General Counsel

		By:	/s/ Richard Ting
		Name: Richard Ting
		Title:	Managing Director
			Associate General Counsel


		OAKTREE CAPITAL GROUP, LLC

		By:	/s/ Todd E. Molz
		Name: Todd E. Molz
		Title:	Managing Director
			General Counsel

		By:	/s/ Richard Ting
		Name: Richard Ting
		Title: Managing Director
			Associate General Counsel

		OAKTREE CAPITAL GROUP HOLDINGS, L.P.
		By: Oaktree Capital Group Holdings GP, LLC
		Its: General Partner


		By:	/s/ Todd E. Molz
		Name: Todd E. Molz
		Title:	Managing Director
			General Counsel

		By:	/s/ Richard Ting
		Name: Richard Ting
		Title:	Managing Director
			Associate General Counsel


		OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

		By:	/s/ Todd E. Molz
		Name: Todd E. Molz
		Title:	Managing Director
			General Counsel

		By:	/s/ Richard Ting
		Name: Richard Ting
		Title:	Managing Director
			Associate General Counsel

ANNEX A

Oaktree Capital Group Holdings GP, LLC

The name and principal occupation of each of the members of the executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.

Name		Principal Occupation

Howard S. Marks		Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.

Bruce A. Karsh		President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.

John B. Frank		Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.

David M. Kirchheimer		Chief Financial Officer, Chief Administrative Officer and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal of Oaktree Capital Group, L.P.

Sheldon M. Stone		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

D. Richard Masson		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

Larry W. Keele		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

Stephen A. Kaplan		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

Kevin L. Clayton		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

Oaktree Capital Group Holdings, L.P.

The general partner of Oaktree Capital Group Holdings, L.P. is Oaktree Capital Group Holdings GP, LLC. There are no executive officers and directors appointed at Oaktree Capital Group Holdings, L.P.

Oaktree Capital Group, LLC

The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.

Name		Principal Occupation

Howard S. Marks		Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.

Bruce A. Karsh		President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.

John B. Frank		Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.

David M. Kirchheimer		Chief Financial Officer, Chief Administrative Officer and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal of Oaktree Capital Group, L.P.

Sheldon M. Stone		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

D. Richard Masson		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

Larry W. Keele		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

Stephen A. Kaplan		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

Kevin L. Clayton		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

Robert E. Denham		Outside Director of Oaktree Capital Group, LLC. Mr. Denham is currently a partner in the law form of Munger, Tolles & Olson LLP.

Wayne G. Pierson		Outside Director of Oaktree Capital Group, LLC. Mr. Pierson is currently the Chief Financial Officer and Treasurer of Meyer Memorial Trust.

Oaktree Holdings, LLC

The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC. There are no executive officers and directors appointed at Oaktree Holdings, LLC.

OCM Holdings I, LLC

The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC. The name and principal occupation of each of the executive officers of OCM Holdings I, LLC are listed below.

Name		Principal Occupation

Howard S. Marks		Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.

Bruce A. Karsh		President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.

Oaktree Capital I, L.P.

OCM Holdings I, LLC is the general partner of Oaktree Capital I, L.P. There are no executive officers or directors appointed at Oaktree Capital I, L.P.

Oaktree Fund GP I, L.P.

Oaktree Capital I, L.P. is the general partner of Oaktree Fund GP I, L.P. There are no executive officers or directors appointed at Oaktree Fund GP I, L.P.

OCM Principal Opportunities Fund, L.P.

Oaktree Fund GP I, L.P. is the general partner of OCM Principal Opportunities Fund, L.P. There are no executive officers or directors appointed at OCM Principal Opportunities Fund, L.P.

EX-4 2 a08-6735_1ex4.htm EX-4

EXHIBIT 4

JOINT FILING AGREEMENT

Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated as of February 27, 2008

		OCM PRINCIPAL OPPORTUNITIES
		FUND, L.P.
		By: Oaktree Fund GP I, L.P.
		Its: General Partner

		By:	/s/ Richard Goldstein
		Name: Richard Goldstein
		Title: Authorized Signatory

		By:	/s/ Skardon Baker
		Name: Skardon Baker
		Title: Authorized Signatory


		OAKTREE FUND GP I, L.P.

		By:	/s/ Richard Goldstein
		Name: Richard Goldstein
		Title: Authorized Signatory

		By:	/s/ Skardon Baker
		Name: Skardon Baker
		Title: Authorized Signatory

OAKTREE CAPITAL I, L.P.
By: OCM Holdings I, LLC
Its: General Partner

By:	/s/ Todd E. Molz
Name: Todd E. Molz
Title: Vice President

By:	/s/ Richard Ting
Name: Richard Ting
Title: Vice President


OCM HOLDINGS I, LLC

By:	/s/ Todd E. Molz
Name: Todd E. Molz
Title: Vice President

By:	/s/ Richard Ting
Name: Richard Ting
Title: Vice President


OAKTREE HOLDINGS, LLC
By: Oaktree Capital Group, LLC
Its: Managing Member

By:	/s/ Todd E. Molz
Name: Todd E. Molz
Title:		Managing Director
		General Counsel

By:		/s/ Richard Ting
Name: Richard Ting
Title:		Managing Director
		Associate General Counsel

OAKTREE CAPITAL GROUP, LLC

By:		/s/ Todd E. Molz
Name: Todd E. Molz
Title:		Managing Director
		General Counsel

		By:	/s/ Richard Ting
		Name: Richard Ting
		Title: Managing Director
			Associate General Counsel


		OAKTREE CAPITAL GROUP HOLDINGS, L.P.
		By: Oaktree Capital Group Holdings GP, LLC
		Its: General Partner


		By:	/s/ Todd E. Molz
		Name: Todd E. Molz
		Title:	Managing Director
			General Counsel

		By:	/s/ Richard Ting
		Name: Richard Ting
		Title:	Managing Director
			Associate General Counsel


		OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

		By:	/s/ Todd E. Molz
		Name: Todd E. Molz
		Title:	Managing Director
			General Counsel

		By:	/s/ Richard Ting
		Name: Richard Ting
		Title:	Managing Director
			Associate General Counsel

EX-5 3 a08-6735_1ex5.htm EX-5

Exhibit 5

EXECUTION VERSION

PREFERRED STOCK PURCHASE AND VOTING AGREEMENT

THIS PREFERRED STOCK PURCHASE AND VOTING AGREEMENT (this “Agreement”), dated as of February 25, 2008, is made and entered into by and among Galderma Laboratories, Inc., a Delaware corporation (“Parent”), Galderma Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the persons listed on Schedule I hereto (collectively, the “Company Preferred Stockholders”).

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, Purchaser and CollaGenex Pharmaceuticals, Inc., a Delaware corporation (the “Company”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as it exists on the date hereof, the “Original Merger Agreement”, or as it may be amended from time to time, the “Merger Agreement”; capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Merger Agreement), pursuant to which, among other things, (a) Purchaser will commence a tender offer to purchase all of the outstanding shares of common stock, par value $0.01, of the Company (“Company Common Stock”) (such offer as it may be amended from time to time as permitted by the Merger Agreement, the “Offer”), and (b) following the consummation of the Offer, Purchaser will be merged with and into the Company (the “Merger”), with the Company being the surviving corporation, all upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, as of the date hereof, each Company Preferred Stockholder is the record or “beneficial holder” (as defined under Rule 13d-3 under the Exchange Act) of the number of issued and outstanding shares of Series D-1 Cumulative Convertible Preferred Stock, par value $0.01, of the Company (the “Series D-1 Preferred Stock”), set forth opposite such Company Preferred Stockholder’s name on Schedule I hereto (all such shares of Series D-1 Preferred Stock, the “Subject Shares”); and

WHEREAS, as a condition to their willingness to enter into the Merger Agreement, Parent and Purchaser have requested that each Company Preferred Stockholder enter into this Agreement, and each Company Preferred Stockholder has agreed to do so in order to induce Parent and Purchaser to enter into, and in consideration of their entering into, the Merger Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

Purchase and Sale of Subject Shares

Section 1.1. Sale and Purchase of Subject Shares. Upon the terms and subject to the conditions contained herein, at the Closing (as defined below) each Company Preferred Stockholder shall sell, convey, transfer, assign and deliver to Purchaser such Company Preferred Stockholder’s Subject Shares, free and clear of all liens, pursuant to this Agreement (the “Sale”).

Section 1.2. Consideration for the Subject Shares. Upon the terms and subject to the conditions contained herein, Purchaser shall (and Parent shall cause Purchaser to) pay to each Company Preferred Stockholder an amount equal in cash to the product of the number of shares of Company Common Stock into which such Company Preferred Stockholder’s Subject Shares are convertible pursuant to and in accordance with Section A.5 of the Certificate of Designation, Preferences and Rights of the Series D-1 Cumulative Convertible Preferred Stock multiplied by the Offer Price (each such amount, the “Purchase Price”).

Section 1.3. Delivery of Subject Shares. At the Closing, each Company Preferred Stockholder shall deliver to Purchaser one or more duly issued and executed stock certificates, representing all of such Company Preferred Stockholder’s Subject Shares, together with stock powers duly executed in blank and all requisite stock transfer stamps.

Section 1.4. Delivery of Purchase Price. At the Closing, Purchaser shall (and Parent shall cause Purchaser to) deliver to each Company Preferred Stockholder the Purchase Price for such Company Preferred Stockholder’s Subject Shares in immediately available funds payable to the account designated by such Company Preferred Stockholder at least two Business Days prior to the Closing Date (as defined below).

Section 1.5. Closing. The closing of the sale and purchase of the Subject Shares (the “Closing”) shall occur at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York, on the first date that Purchaser becomes obligated, in accordance with the terms of the Merger Agreement, to pay for Shares pursuant to the Offer (the date on which the Closing occurs, the “Closing Date”).

ARTICLE II

Voting of Subject Shares.

Section 2.1. Agreement to Vote.

(a) From the date hereof until the termination of this Agreement in accordance with Section 6.1, except to the extent waived in writing by Parent in its sole and absolute discretion, at any meeting of the stockholders of the Company, however called, or at any

2 adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, each Company Preferred Stockholder shall vote (or cause to be voted) such Company Preferred Stockholder’s Subject Shares and any other shares of capital stock of the Company owned, beneficially or of record, by such Company Preferred Stockholder during the term of this Agreement (such shares, together with the Subject Shares, the “Voting Shares”): (a) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of any of the parties hereto under this Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; (iv) any change in the majority of the board of directors of the Company; (v) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or by-laws; (vi) any other material change in the Company’s corporate structure or business; and (vii) any other action, transaction or proposal involving the Company or any of its Subsidiaries that is intended or would reasonably be expected to (A) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Merger, the Merger Agreement, any of the transactions contemplated by the Merger Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (B) change in any manner the voting rights of the Subject Shares. Each Company Preferred Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing.

(b) In the event that a meeting of the stockholders of the Company is held, each Company Preferred Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause its Voting Shares to be counted as present thereat for purposes of establishing a quorum.

(c) Each Company Preferred Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 2.

(d) EACH COMPANY PREFERRED STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS QUINTIN CASSADY AND ALBERT DRAAIJER, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PARENT, AND EACH OF THEM INDIVIDUALLY, SUCH COMPANY PREFERRED STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH

3 COMPANY PREFERRED STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF STOCKHOLDERS OF THE COMPANY, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) WITH RESPECT TO THE VOTING SHARES OWNED OR HELD BY SUCH COMPANY PREFERRED STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 2.1(a) HEREOF UNTIL THE TERMINATION OF THIS AGREEMENT, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH COMPANY PREFERRED STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 2.1(d) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. EACH COMPANY PREFERRED STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. EACH COMPANY PREFERRED STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE VOTING SHARES OWNED OR HELD BY SUCH COMPANY PREFERRED STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 2.1(a) HEREOF. THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARENT, NOR ANY OF ITS SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS OR OTHER REPRESENTATIVES, SHALL INCUR ANY LIABILITY TO ANY STOCKHOLDER IN CONNECTION WITH OR AS A RESULT OF ANY EXERCISE OF THE PROXY GRANTED TO PARENT PURSUANT TO THIS SECTION 2.1(d), OTHER THAN FOR A BREACH OF THIS SECTION 2.1(d). NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

ARTICLE III

Representations and Warranties of Each Company Preferred Stockholder

Each Company Preferred Stockholder hereby severally, and not jointly, represents and warrants to Parent and Purchaser (as to such Company Preferred Stockholder) as follows:

Section 3.1. Authority. Such Company Preferred Stockholder has all necessary legal capacity, power, and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by such Company Preferred Stockholder and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of such Company Preferred Stockholder and, assuming the due authorization, execution, and delivery of this Agreement by Parent, Purchaser and each other

Company Preferred Stockholder, this Agreement constitutes a legal, valid, and binding obligation of such Company Preferred Stockholder, enforceable against such Company Preferred Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Section 3.2. Ownership of Subject Shares; Total Shares. Such Company Preferred Stockholder is the record or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good title to, the Subject Shares listed beside such Company Preferred Stockholder’s name on Schedule I attached hereto, free and clear of all claims, liens, encumbrances and security interests of any nature whatsoever (including any restriction on the right to vote or otherwise transfer such Subject Shares), except as provided hereunder or pursuant to any applicable restrictions on transfer under the Securities Act. As of the date hereof, such Company Preferred Stockholder does not own, beneficially or otherwise, any Shares, Company Options or other securities of the Company other than as set forth opposite such Company Preferred Stockholder’s name in Schedule I hereto.

Section 3.3. Voting Power. Such Company Preferred Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition with respect to dispositions contemplated by this Agreement, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Company Preferred Stockholder’s Voting Shares, with no material limitations, qualifications, or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement.

Section 3.4. Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws), no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by such Company Preferred Stockholder and the consummation by such Company Preferred Stockholder of the transactions contemplated by this Agreement, and (ii) none of the execution and delivery of this Agreement by such Company Preferred Stockholder, the consummation by such Company Preferred Stockholder of the transactions contemplated by this Agreement or compliance by such Company Preferred Stockholder with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents, if applicable, of such Company Preferred Stockholder, (B) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which such Company Preferred Stockholder is a party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to such Company Preferred Stockholder,

except in each case under clauses (A), (B) and (C), where the absence of filing or authorization, conflict, violation, breach, or default would not materially impair or materially adversely affect the ability of such Company Preferred Stockholder to perform such Company Preferred Stockholder’s obligations hereunder.

Section 3.5. No Finder’s Fees. Except as contemplated by the Merger Agreement, no broker, investment banker, financial advisor, or other person is entitled to any broker’s, finder’s, financial advisor’s, or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Company Preferred Stockholder.

ARTICLE IV

Representations and Warranties of Parent and Purchaser

Parent and Purchaser hereby represent and warrant to the Company Preferred Stockholders as of the date of this Agreement as follows:

Section 4.1. Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

Section 4.2. Corporate Authorization; Validity of Agreement; Necessary Action. Parent and Purchaser have the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Purchaser and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Parent and Purchaser, and, assuming the due authorization, execution and delivery thereof by the Company and each of the Company Preferred Stockholders, constitutes a valid and legally binding agreement of Parent and Purchaser enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Section 4.3. Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws), no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent and Purchaser and the consummation by each of Parent and Purchaser of the transactions contemplated by this Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent and Purchaser, the consummation by each of Parent and Purchaser of the transactions contemplated by this Agreement or compliance by each of Parent and Purchaser with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent or Purchaser, (B) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation,

amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent or Purchaser is a party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser, except in each case under clauses (A), (B) or (C), where the absence of filing or authorization, conflict, violation, breach, or default would not materially impair or materially adversely effect the ability of each of Parent and Purchaser to perform its obligations hereunder.

ARTICLE V

Covenants of Each Company Preferred Stockholder

Each Company Preferred Stockholder severally covenants and agrees as follows:

Section 5.1. Restriction on Transfer, Proxies, and Non-Interference. Except as contemplated by this Agreement or the Merger Agreement, during the period beginning from the execution and delivery by the parties of this Agreement through the earlier of (1) the Effective Time, (2) the termination of the Merger Agreement or (3) the termination of this Agreement in accordance with Section 6.1, each Company Preferred Stockholder shall not (i) directly or indirectly, offer for sale, sell, transfer, tender, pledge, encumber, assign, or otherwise dispose of (each, a “Transfer”), or enter into any contract, option, or other arrangement or understanding (including any profit sharing arrangement) with respect to the Transfer of, any or all of such Company Preferred Stockholder’s Voting Shares or any other securities of the Company or any interest therein to any Person, other than pursuant to the Merger Agreement or the Offer, (ii) grant any proxies or powers of attorney, or any other authorization or consent with respect to any or all of such Company Preferred Stockholder’s Voting Shares that could reasonably be expected to impede, interfere with or prevent the Merger, (iii) deposit any of such Company Preferred Stockholder’s Voting Shares into a voting trust or enter into a voting agreement with respect to any of such Company Preferred Stockholder’s Voting Shares, other than pursuant to this Agreement or (iv) take any action that would make any representation or warranty of such Company Preferred Stockholder contained in this Agreement untrue or incorrect in any material respect or that would reasonably be expected to have the effect of preventing or disabling or delaying such Company Preferred Stockholder from performing such Company Preferred Stockholder’s obligations under this Agreement.

Section 5.2. Stop Transfer; Changes in Voting Shares. Each Company Preferred Stockholder agrees with, and covenants to, Parent and Purchaser that (i) this Agreement and the obligations hereunder shall attach to such Company Preferred Stockholder’s Voting Shares and shall be binding upon any person or entity to which legal or beneficial ownership

shall pass, whether by operation of law or otherwise, and (ii) such Company Preferred Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Company Preferred Stockholder’s Voting Shares, unless such transfer is made in compliance with this Agreement.

Section 5.3. Appraisal Rights. Each Company Preferred Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Company Preferred Stockholder may have (including, without limitation, under Section 262 of the DGCL).

Section 5.4. Additional Securities; Certain Events.

(a) In the event any Company Preferred Stockholder becomes the record or beneficial owner of (i) any shares of Company Common Stock or any other securities of the Company, (ii) any securities which may be converted into or exchanged for such shares or other securities or (iii) any securities issued in replacement of, or as a dividend or distribution on, or otherwise in respect of, such shares or other securities (collectively, “Additional Securities”), then the terms of this Agreement shall apply to any of such Additional Securities and such Additional Securities shall be considered Voting Shares for purposes hereof. Each Company Preferred Stockholder agrees not to purchase or in any other manner acquire beneficial ownership of any Additional Securities without Parent’s prior written consent.

(b) Each Company Preferred Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Voting Shares and shall be binding upon any Person to which legal or beneficial ownership of the Voting Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Company Preferred Stockholder’s successors or assigns. Notwithstanding any Transfer of the Voting Shares, the transferor shall remain liable for the performance of all of the obligations of the Company Preferred Stockholder under this Agreement.

Section 5.5. Stockholder Capacity. Each Company Preferred Stockholder enters into this Agreement solely in its capacity as the record or beneficial owner of the Voting Shares. Nothing contained in this Agreement shall limit the rights and obligations of any Company Preferred Stockholder, any of its Affiliates, Representatives or any employee of any of its Affiliates in his or her capacity as a director or officer of the Company, and the agreements set forth herein shall in no way restrict any director or officer of the Company in the exercise of his or her fiduciary duties as a director or officer of the Company.

Section 5.6. Documentation and Information. Each Company Preferred Stockholder (i) consents to and authorizes the publication and disclosure by Parent and its affiliates of its identity and holding of Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement or disclosure required by the SEC or

other Governmental Authority, the Offer Documents, or any other disclosure document in connection with the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement, and (ii) agrees promptly to give to Parent any information it may reasonably require for the preparation of any such disclosure documents. Each Company Preferred Stockholder agrees to promptly notify Parent of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that any shall have become false or misleading in any material respect.

ARTICLE VI

Termination

Section 6.1. This Agreement and the covenants and agreements set forth in this Agreement (a) shall automatically (without any further action of the parties) terminate upon the termination of the Original Merger Agreement or the Merger Agreement in accordance with its terms and (b) shall be terminable by the Company Preferred Stockholders holding a majority of the Series D-1 Preferred Stock upon (i) any modification or amendment of the Merger Agreement that is adverse to the Company Preferred Stockholders in any material respect (including, without limitation, any reduction in the Offer Price), (ii) any waiver by the Company of any obligation of Parent or Purchaser under the Original Merger Agreement or the Merger Agreement, including, without limitation, any of the Conditions of the Offer set forth in Annex A of the Original Merger Agreement or the Merger Agreement, which such waiver is adverse to the Company Preferred Stockholders in any material respect or (iii) the occurrence of a Company Adverse Recommendation Change, provided that, in the case of clauses (i) and (ii), the Company Preferred Stockholders holding a majority of the Series D-1 Preferred Stock have not consented in writing to such modification, amendment or waiver, and except that any termination of this Agreement pursuant to this Section 6.1 shall not relieve any party from liability for any breach hereof prior to such termination. If this Agreement shall be terminated pursuant to this Section 6.1, no Sale shall occur.

ARTICLE VII

Miscellanous

Section 7.1. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to Contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

(b) All Actions or Proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such Action or Proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such Action or Proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that a final judgment in any such Action or Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

(c) Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Agreement.

Section 7.2. Specific Performance. Each Company Preferred Stockholder acknowledges and agrees that (a) the covenants, obligations and agreements of such Company Preferred Stockholder contained in this Agreement relate to special, unique and extraordinary matters, (b) Parent is and will be relying on such covenants, obligations and agreements in connection with entering into the Merger Agreement and the performance of Parent’s obligations under the Merger Agreement, and (c) a violation of any of the covenants, obligations or agreements of such Company Preferred Stockholder contained in this Agreement will cause Parent irreparable injury for which adequate remedies are not available at law. Therefore, each Company Preferred Stockholder agrees that Parent shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain such Company Preferred Stockholder, as the case may be, from committing any violation of such covenants, obligations or agreements and to specifically enforce the terms of this Agreement. These injunctive remedies are cumulative and in addition to any other rights and remedies Parent may have under applicable law.

Section 7.3. Assignment; No Third Party Beneficiaries. This Agreement shall not be assignable or otherwise transferable by a party without the prior consent of the other parties, and any attempt to so assign or otherwise transfer this Agreement without such consent shall be void and of no effect; provided, however, that Parent may, in its sole discretion, assign or transfer all or any of its rights, interests and obligations under this Agreement to any direct or indirect wholly owned subsidiary of Parent, but no such assignment shall relieve Parent from its obligations under this Agreement. This Agreement shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the parties hereto. Nothing in this Agreement shall be construed as giving any Person, other than the parties hereto and their heirs, successors, legal representatives and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof; provided, however, that the Company shall be a third party beneficiary of

the obligations of the parties to this Agreement and shall be entitled to enforce those obligations as though a party hereto.

Section 7.4. Amendments, Waivers, etc. Neither this Agreement nor any term hereof may be amended other than by an instrument in writing signed by Parent, Purchaser and the Company Preferred Stockholders. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the party against whom the enforcement of such waiver, discharge or termination is sought, except that this Agreement may be terminated as set forth in Section 6.1.

Section 7.5. Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered either personally, by facsimile transmission (with acknowledgment received), by electronic mail (with receipt confirmed) or by overnight courier (providing proof of delivery) to the parties at the following addresses:

If to the Company Preferred Stockholders: At the address set forth beside each Company Preferred Stockholder’s name listed on Schedule I.

If to Parent or Purchaser, to:

Galderma Laboratories, Inc.
c/o Galderma Laboratories, L.P.
14501 North Freeway
Fort Worth, TX 76177
Attention: Albert Draaijer, President
Facsimile: (817) 961-0035
E-mail: albert.draaijer@galderma.com

with a copy (which shall not constitute notice) to:

Galderma Laboratories, Inc.
c/o Galderma Laboratories, L.P.
14501 North Freeway
Fort Worth, TX 76177
Attention: Quintin Cassidy, General Counsel
Facsimile: (817) 961-0034
E-mail: quintin.cassady@galderma.com

with a copy (which shall not constitute notice) to:

Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Attention: Paul S. Bird, Esq.
Facsimile: (212) 909-6836
E-mail: psbird@debevoise.com

or such other address, facsimile number or email address as such party may hereafter specify by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 7.6. Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

Section 7.7. Remedies. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 7.8. Severability. If any term or provision of this Agreement is held to be invalid, illegal, incapable of being enforced by any rule of law, or public policy, or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties hereto to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

Section 7.9. Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement.

Section 7.10. Further Assurances. From time to time at the request of Parent, and without further consideration, each Company Preferred Stockholder shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to effect the matters contemplated by this Agreement.

Section 7.11. Section Headings. The article and section headings used in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 7.12. Public Announcements. No Company Preferred Stockholder shall issue any press release or make any other public statement with respect to the transactions contemplated by this Agreement and the Merger Agreement without the prior written consent of Parent.

Section 7.13. Counterparts. This Agreement may be executed in two or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

OCM PRINCIPAL OPPORTUNITIES
FUND, L.P.


By:	Oaktree Fund GP I, L.P.
	Its: General Partner


	By:	/s/ Richard J. Goldstein
		Name: Richard J. Goldstein
		Title: Authorized Signatory

	By:	/s/ Michael Harmon
		Name: Michael Harmon
		Title: Authorized Signatory