Common use of General Authorizations Clause in Contracts

General Authorizations. RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to do or cause to be done all such other acts or things, and to execute and deliver, or cause to be executed and delivered, all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates of any kind and nature whatsoever, as such officer or officers may deem necessary or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions; all such other actions to be performed in such manner, and all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates to be executed and delivered in such form, as the officer or officers performing or executing the same shall approve, such officer’s or officers’ approval thereof to be conclusively evidenced by the performance of any such other action or the execution and delivery of any such other documents, instruments, agreements, notes, undertakings and certificates; and RESOLVED FURTHER, that all acts and things previously done by any of the officers of the Company, on or prior to the date hereof, in the name and on behalf of the Company, in connection with the transactions contemplated by the foregoing resolutions, are in all respects ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Company. * * * This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be considered as an original. The Secretary of the Company shall file this Unanimous Written Consent in the minute book of the Company and it shall become part of the records of the Company. Dated: February 1, 2000 /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Annex 4 SECRETARY OF STATE [SEAL OF STATE OF NEVADA] STATE OF NEVADA CERTIFICATE OF EXISTENCE WITH STATUS IN GOOD STANDING I, XXXX XXXXXX, the duly elected and qualified Nevada Secretary of State, do hereby certify that I am, by the laws of said State, the custodian of the records relating to filings by corporations, limited-liability companies, limited partnerships, limited-liability partnerships and business trusts pursuant to Title 7 of the Nevada Revised Statutes which are either presently in a status of good standing or were in good standing for a time period subsequent of 1976 and am the proper officer to execute this certificate. I further certify that the records of the Nevada Secretary of State, at the date of this certificate, evidence, BIOPLEXUS CORPORATION, as a corporation duly organized under the laws of Nevada and existing under and by virtue of the laws of the State of Nevada since June 4, 1993, and is in good standing in this state.

General Authorizations. RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to do or cause to be done all such other acts or things, and to execute and deliver, or cause to be executed and delivered, all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates of any kind and nature whatsoever, as such officer or officers may deem necessary or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions; all such other actions to be performed in such manner, and all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates to be executed and delivered in such form, as the officer or officers performing or executing the same shall approve, such officer’s or officers’ approval thereof to be conclusively evidenced by the performance of any such other action or the execution and delivery of any such other documents, instruments, agreements, notes, undertakings and certificates; and RESOLVED FURTHER, that all acts and things previously done by any of the officers of the Company, on or prior to the date hereof, in the name and on behalf of the Company, in connection with the transactions contemplated by the foregoing resolutions, are in all respects ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Company. * * * [signature page attached] This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be considered as an original. The Secretary of the Company shall file this Unanimous Written Consent in the minute book of the Company and it shall become part of the records of the Company. Dated: February 1January , 2000 /s/ Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx /s/ Xxxxxx, Ph.D. Xxxx X. Xxxxx Xxxx X. Xxxxx Xxxxxxxx X. Xxxxxxxxx, M.D. Xxxxx X. Xxxxxx Xxxx X. Xxxxxxxx, M.D. Annex 4 State of Delaware Office of the Secretary of State I, XXXXXX X. XXXXX, SECRETARY OF STATE [SEAL OF THE STATE OF NEVADA] DELAWARE, DO HEREBY CERTIFY THAT “INAMED CORPORATION” IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA CERTIFICATE OF EXISTENCE WITH STATUS DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE NOT HAVING BEEN CANCELLED OR DISSOLVED SO FAR AS THE RECORDS OF THIS OFFICE SHOW AND IS DULY AUTHORIZED TO TRANSACT BUSINESS. THE FOLLOWING DOCUMENTS HAVE BEEN FILED: CERTIFICATE OF INCORPORATION, FILED THE SEVENTEENTH DAY OF NOVEMBER, A.D. 1998, AT 6 O’CLOCK P.M. CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF DECEMBER, A.D. 1998, AT 6 O’CLOCK P.M. RESTATED CERTIFICATE, CHANGING ITS NAME FROM “INAMED CORPORATION (DELAWARE)” TO “INAMED CORPORATION”, FILED THE TWENTY-SECOND DAY OF DECEMBER, A.D. 1998, AT 6:01 O’CLOCK P.M. CERTIFICATE OF DESIGNATION, FILED THE NINETEENTH DAY OF NOVEMBER, A.D. 1999, AT 10 O’CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION. AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES /s/ Xxxxxx X. Xxxxx [SEAL] Xxxxxx X.Xxxxx, Secretary of State 2967816 8310 AUTHENTICATION: 0217741 001039210 DATE: 01-26-00 State of Delaware Office of the Secretary of State HAVE BEEN PAID TO DATE. /s/ Xxxxxx X. Xxxxx [SEAL] Xxxxxx X.Xxxxx, Secretary of State 2967816 8310 AUTHENTICATION: 0217741 001039210 DATE: 01-26-00 BIODERMIS CORPORATION SECRETARY’S CERTIFICATE Reference is hereby made to the Credit Agreement, dated as of February 1, 2000 (as amended supplemented or otherwise modified from time to time, the “Credit Agreement”), among Inamed Corporation (the “Borrower”), the Lenders, Bear Xxxxxxx Corporate Lending Inc., as Syndication Agent (in such capacity, the “Syndication Agent”), Bear, Xxxxxxx & Co. Inc., as sole lead arranger and sole book manager (the “Arranger”) and the Administrative Agent. Capital­ized terms used herein and not otherwise defined shall have the meanings assigned in the Credit Agreement. This certificate is being delivered pursuant to Section 5.1(g) of the Credit Agreement. I, XXXX XXXXXXXxxxx X. Xxxxxxxxx, the duly elected and qualified Nevada Secretary of State, do hereby certify that I amam the Secretary of BIODERMIS CORPORATION (the “Company”), by and as such have access to the laws of said State, the custodian of the Company’s corporate records relating to filings by corporations, limited-liability companies, limited partnerships, limited-liability partnerships and business trusts pursuant to Title 7 of the Nevada Revised Statutes which are either presently in a status of good standing or were in good standing for a time period subsequent of 1976 and am familiar with the proper officer to execute this certificate. I further certify that the records of the Nevada Secretary of State, at the date of this certificate, evidence, BIOPLEXUS CORPORATION, as a corporation duly organized under the laws of Nevada matters therein contained and existing under and by virtue of the laws of the State of Nevada since June 4, 1993herein certified, and is in good standing in this state.that:

General Authorizations. RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to do or cause to be done all such other acts or things, and to execute and deliver, or cause to be executed and delivered, all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates of any kind and nature whatsoever, as such officer or officers may deem necessary or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions; all such other actions to be performed in such manner, and all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates to be executed and delivered in such form, as the officer or officers performing or executing the same shall approve, such officer’s or officers’ approval ap­proval thereof to be conclusively evidenced by the performance of any such other action or the execution and delivery of any such other documents, instruments, agreements, notes, undertakings and certificates; and RESOLVED FURTHER, that all acts and things previously done by any of the officers of the Company, on or prior to the date hereof, in the name and on behalf of the Company, in connection with the transactions contemplated by the foregoing resolutions, are in all respects ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Company. * * * This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be considered as an original. The Secretary of the Company shall file this Unanimous Written Consent in the minute book of the Company and it shall become part of the records of the Company. Dated: February 1, 2000 /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Annex 4 SECRETARY OF STATE [SEAL OF STATE OF NEVADA] STATE OF NEVADA CERTIFICATE OF EXISTENCE WITH STATUS IN GOOD STANDING (INCLUDING AMENDMENTS) I, XXXX XXXXXX, the duly elected and qualified Nevada Secretary of State, do hereby certify that I am, by the laws of said State, the custodian of the records relating to filings by corporations, limited-liability companies, limited partnerships, limited-liability partnerships and business trusts pursuant to Title 7 of the Nevada Revised Statutes which are either presently in a status of good standing or were in good standing for a time period subsequent of 1976 and am the proper officer to execute this certificate. I FURTHER CERTIFY, that the following is a list of all organizational documents on file in this office for BIODERMIS CORPORATION Articles of Incorporation for BIO–DERMIS CORPORATION filed December 1, 1992. Certificate of Amendment to Articles of Incorporation changing name to BIODERMIS CORPORATION filed December 17, 1992. I further certify that the records of the Nevada Secretary of State, at the date of this certificate, evidence, BIOPLEXUS BIODERMIS CORPORATION, as a corporation duly organized under the laws of Nevada and existing under and by virtue of the laws of the State of Nevada since June 4December 1, 19931992, and is in good standing in this state.

General Authorizations. RESOLVED, that the officers Chief Executive Officer of the Company or Parent, Chief Financial Officer of the Company or Parent, the Chief Legal Officer and Secretary of the Company, and any Executive of the Company or Parent (or their designees) (the “Authorized Officers” and each individually an “Authorized Officer”), with full authority to act without the others, be, and each of them individually hereby is, authorized, empowered and directed, in the name of and on behalf of the Company, to do (or to delegate to any other officer of the Company the authority and power to) negotiate, execute and deliver or cause to be done negotiated, executed and delivered, now and in the future, all such agreements, amendments, certificates, instruments and other acts or things, documents and to execute and deliver, take or cause to be executed taken any and delivered, all such other documentsfurther actions in connection with the foregoing resolutions and the transactions contemplated thereby, instruments, agreements, notes, undertakings, guarantees and certificates of any kind and nature whatsoeverin each case, as such officer or officers may deem necessary each Authorized Officer deems necessary, desirable or appropriate to effectuate or effect the Plea Agreement and Civil Settlement and any actions that may be contemplated thereby and thereunder, and to carry out fully the purposes purpose and intent of the foregoing resolutions; all such other actions to and be performed in such manner, and all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates to be executed and delivered in such form, as the officer or officers performing or executing the same shall approve, such officer’s or officers’ approval thereof to be conclusively evidenced by the performance of any such other action or the execution and delivery of any such other documents, instruments, agreements, notes, undertakings and certificates; and RESOLVED FURTHERit further RESOLVED, that all acts and things previously done by any each of the officers of the Company, on or prior to the date hereofAuthorized Officers is hereby authorized, in the name of and on behalf of the CompanyCompany to cause such pleadings or other documents to be filed with the United States Bankruptcy Court for the Southern District of New York as may be necessary or appropriate for the Plea Agreement to become effective and to effect the transactions contemplated thereby; and be it further RESOLVED, that legal counsel for the Company is authorized, empowered and directed, on behalf of the Company (x) to execute and deliver the Certificate of Counsel forming part of the Plea Agreement and all other documentation required to be executed by legal counsel in connection with the Plea Agreement and (y) to take all actions and execute and deliver all other documents as any Authorized Officer shall deem necessary or appropriate in connection with the Plea Agreement and any transactions or actions contemplated thereby, including entering the guilty plea set forth therein subject to the conditions set forth therein; and be it further RESOLVED, that any person dealing with any Authorized Officer in connection with any of the foregoing matters shall be conclusively entitled to rely upon the authority of such Authorized Officer and by his or her execution of any document, agreements or instrument, the same to be a valid and binding obligation of the Company enforceable in accordance with its terms; and be it further RESOLVED, that any and all actions, whether previously taken or to be taken at any time into the future, by or at the direction of the Company, or by or at the direction of any of the managers, directors, or officers of each the Company, directly or indirectly in connection with the documents, transactions and actions contemplated by the foregoing resolutions, be and hereby are adopted, ratified, confirmed and approved in all respects ratified, approved, confirmed as and adopted as for the acts and deeds by of the Company. Exhibit B SETTLEMENT AGREEMENT This Settlement Agreement (this “Agreement”) is entered into among (a) the United States of America, acting through the United States Department of Justice and on behalf of the Company. * * * This Unanimous Written Consent may be executed in one or more counterparts, each Office of which shall be considered as an original. The Secretary Inspector General (OIG-HHS) of the Company shall file this Unanimous Written Consent in Department of Health and Human Services (HHS), the minute book Defense Health Agency (DHA), acting on behalf of the Company TRICARE Program; the Office of Personnel Management (OPM), which administers the Federal Employees Health Benefits Program (FEHBP); and it shall become part the United States Department of Veterans Affairs (VA) (collectively, the “United States”); (b) Endo Health Solutions Inc. (“Endo”); and (c) relator Xxxxxxx Xxxx (“Relator”), through their authorized representatives. Collectively, all of the records of above will be referred to as “the Company. Dated: February 1, 2000 /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Annex 4 SECRETARY OF STATE [SEAL OF STATE OF NEVADA] STATE OF NEVADA CERTIFICATE OF EXISTENCE WITH STATUS IN GOOD STANDING I, XXXX XXXXXX, the duly elected and qualified Nevada Secretary of State, do hereby certify that I am, by the laws of said State, the custodian of the records relating to filings by corporations, limited-liability companies, limited partnerships, limited-liability partnerships and business trusts pursuant to Title 7 of the Nevada Revised Statutes which are either presently in a status of good standing or were in good standing for a time period subsequent of 1976 and am the proper officer to execute this certificate. I further certify that the records of the Nevada Secretary of State, at the date of this certificate, evidence, BIOPLEXUS CORPORATION, as a corporation duly organized under the laws of Nevada and existing under and by virtue of the laws of the State of Nevada since June 4, 1993, and is in good standing in this stateParties.”

General Authorizations. IT IS: RESOLVED, that each Authorized Officer be, and each of them hereby is, authorized to file a copy of this written consent in the officers book and records of the Company Corporation, and to certify a copy of any written resolutions having been adopted by the Shareholders; FURTHER RESOLVED, that, in addition to and not in limitation of the foregoing, each Authorized Officer be, and each of them hereby is, authorized, empowered in the name and directedon behalf of the Corporation, to do and perform all such further acts and things, to execute and deliver in the name and on behalf of the Corporation, and where necessary or appropriate, to file with the appropriate governmental authorities, all such further certificates, instruments, applications, notices, agreements and other writings and documents as may be required, and to make all such payments, and to take all such other actions as in the judgment of any one or more of them shall be deemed necessary or advisable in order to carry out and effectuate the intent and purposes of the foregoing resolutions (or any of them), and any or all of the transactions contemplated therein or thereby, the authority therefor to be conclusively evidenced by the taking of such action or the execution or filing of such documents, as applicable; FURTHER RESOLVED, that each Authorized Officer be, and each of them hereby is, authorized, in the name and on behalf of the CompanyCorporation, to do or cause to be done all such other acts or things, and to execute and deliver, or cause to be executed and delivered, all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates of pay any kind and nature whatsoever, as such officer or officers may deem necessary or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions; all such other actions to be performed in such manner, and all such other documents, instruments, agreements, notes, undertakings, guarantees fees and certificates to be executed and delivered in such form, as the officer or officers performing or executing the same shall approve, such officer’s or officers’ approval thereof to be conclusively evidenced expenses incurred by the performance of any such other action or the execution and delivery of any such other documents, instruments, agreements, notes, undertakings and certificates; and RESOLVED FURTHER, that all acts and things previously done by any of the officers of the Company, on or prior to the date hereof, in the name and on behalf of the Company, Corporation in connection with the transactions Merger Agreement, the Mergers and the other actions authorized or otherwise contemplated by the foregoing resolutions, including, without limitation, the expenses and fees of the Corporation’s financial and legal advisors; FURTHER RESOLVED, that the omission from these resolutions of any agreement, instrument or other arrangement contemplated by any of the agreements or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements or instruments described in the foregoing resolutions shall in no manner derogate from the authority of any Authorized Officer to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; FURTHER RESOLVED, that all actions heretofore taken by any Authorized Officer in connection with any matter referred to in any of the foregoing resolutions are hereby approved, ratified and confirmed in all respects ratifiedrespects; and FURTHER RESOLVED, approvedthat Parent and Merger Sub will be relying on the undersigned Shareholders’ execution and delivery to the Corporation of this written consent, confirmed and adopted as such undersigned Shareholders’ agreement to be bound by the acts terms hereof, and deeds Parent and Merger Sub shall be express third-party beneficiaries of this written consent and any agreements by and on behalf of the Companysuch undersigned Shareholders contained herein. * * * This Unanimous Written Consent written consent may be executed in one or more any number of counterparts, any of which may be executed and transmitted electronically, and each of which will be deemed to be an original, and all of which, when taken together, will be deemed to constitute one and the same instrument. The actions taken by this written consent shall have the same force and effect as if taken at a meeting of the Shareholders, duly called and constituted pursuant to the NYBCL. This written consent and the actions taken hereby shall be considered as an original. The Secretary binding upon and shall inure to the benefit of all Shareholders of the Company Corporation and their respective successors, assigns and transferees. This written consent shall file be irrevocable, and any vote, consent or other action by any Shareholder that is not in accordance with this Unanimous Written Consent in written consent will be considered null and void; provided that, notwithstanding anything else to the minute book contrary herein, this written consent shall terminate and be of no further force and effect upon the termination of the Company and it shall become part of the records of the Company. Dated: February 1, 2000 /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Annex 4 SECRETARY OF STATE [SEAL OF STATE OF NEVADA] STATE OF NEVADA CERTIFICATE OF EXISTENCE WITH STATUS IN GOOD STANDING I, XXXX XXXXXX, the duly elected and qualified Nevada Secretary of State, do hereby certify that I am, by the laws of said State, the custodian of the records relating to filings by corporations, limited-liability companies, limited partnerships, limited-liability partnerships and business trusts pursuant to Title 7 of the Nevada Revised Statutes which are either presently Merger Agreement in a status of good standing or were in good standing for a time period subsequent of 1976 and am the proper officer to execute this certificate. I further certify that the records of the Nevada Secretary of State, at the date of this certificate, evidence, BIOPLEXUS CORPORATION, as a corporation duly organized under the laws of Nevada and existing under and by virtue of the laws of the State of Nevada since June 4, 1993, and is in good standing in this stateaccordance with its terms.

General Authorizations. RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to do or cause to be done all such other acts or things, and to execute and deliver, or cause to be executed and delivered, all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates of any kind and nature whatsoever, as such officer or officers may deem necessary or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions; all such other actions to be performed in such manner, and all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates to be executed and delivered in such form, as the officer or officers performing or executing the same shall approve, such officer’s or officers’ approval thereof to be conclusively evidenced by the performance of any such other action or the execution and delivery of any such other documents, instruments, agreements, notes, undertakings and certificates; and RESOLVED FURTHER, that all acts and things previously done by any of the officers of the Company, on or prior to the date hereof, in the name and on behalf of the Company, in connection with the transactions contemplated by the foregoing resolutions, are in all respects ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Company. * * * This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be considered as an original. The Secretary of the Company shall file this Unanimous Written Consent in the minute book of the Company and it shall become part of the records of the Company. Dated: February 1, 2000 /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Annex 4 SECRETARY OF STATE [SEAL OF STATE OF NEVADAILLEGIBLE PAGE] STATE OF NEVADA BIOPLEXUS CORPORATION SECRETARY’S CERTIFICATE OF EXISTENCE WITH STATUS IN GOOD STANDING IReference is hereby made to the Credit Agreement, XXXX XXXXXXdated as of February 1, 2000 (as amended, supplemented or otherwise modified from time to time, the duly elected and qualified Nevada Secretary of State“Credit Agreement”), do hereby certify that I am, by among Inamed Corporation (the laws of said State“Borrower"), the custodian Lenders, Bear Xxxxxxx Corporate Lending Inc., as Syndication Agent (in such capacity, the “Syndication Agent”), Bear, Xxxxxxx & Co. Inc., as sole lead arranger and sole book manager (the “Arranger”) and the Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings assigned in the Credit Agreement. This certificate is being delivered pursuant to Section 5. 1 (g) of the records relating to filings by corporations, limited-liability companies, limited partnerships, limited-liability partnerships and business trusts pursuant to Title 7 of the Nevada Revised Statutes which are either presently in a status of good standing or were in good standing for a time period subsequent of 1976 and am the proper officer to execute this certificate. I further certify that the records of the Nevada Secretary of State, at the date of this certificate, evidence, BIOPLEXUS CORPORATION, as a corporation duly organized under the laws of Nevada and existing under and by virtue of the laws of the State of Nevada since June 4, 1993, and is in good standing in this stateCredit Agreement.

General Authorizations. RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to do or cause to be done all such other acts or things, and to execute and deliver, or cause to be executed and delivered, all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates of any kind and nature whatsoever, as such officer or officers may deem necessary or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions; all such other actions to be performed in such manner, and all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates to be executed and delivered in such form, as the officer or officers performing or executing the same shall approve, such officer’s or officers’ approval thereof to be conclusively evidenced by the performance of any such other action or the execution and delivery of any such other documents, instruments, agreements, notes, undertakings and certificates; and RESOLVED FURTHER, that all acts and things previously done by any of the officers of the Company, on or prior to the date hereof, in the name and on behalf of the Company, in connection with the transactions contemplated by the foregoing resolutions, are in all respects ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Company. * * * This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be considered as an original. The Secretary of the Company shall file this Unanimous Written Consent in the minute book of the Company and it shall become part of the records of the Company. Dated: February 1, 2000 /s/ Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxxx Xxxxxxxxx Xxxxx X. Xxxxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Annex 4 State of Delaware Office of the Secretary of State ________________________ I, XXXXXX X. XXXXX, SECRETARY OF STATE [SEAL OF THE STATE OF NEVADA] DELAWARE, DO HEREBY CERTIFY THAT “COLLAGEN AESTHETICS, INC.” IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA CERTIFICATE OF EXISTENCE WITH STATUS DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE NOT HAVING BEEN CANCELLED OR DISSOLVED SO FAR AS THE RECORDS OF THIS OFFICE SHOW AND IS DULY AUTHORIZED TO TRANSACT BUSINESS. THE FOLLOWING DOCUMENTS HAVE BEEN FILED: CERTIFICATE OF INCORPORATION, FILED THE TENTH DAY OF OCTOBER, A.D. 1986, AT 10 O’CLOCK A.M. CERTIFICATE OF MERGER, CHANGING ITS NAME FROM “COLLAGEN SUBSIDIARY, INC.” TO “COLLAGEN CORPORATION”, FILED THE TWELFTH DAY OF FEBRUARY, A.D. 1987, AT 10 O’CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE THIRTIETH DAY OF JUNE, A.D. 1988, AT 10 O’CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE FIRST DAY OF OCTOBER, A.D. 1990, AT 10:01 O’CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE EIGHTEENTH DAY OF JUNE, A.D. 1992, AT 2 O’CLOCK P.M. CERTIFICATE OF CORRECTION, FILED THE TWENTY-SIXTH DAY OF JUNE, A.D. 1992, AT 1 O’CLOCK P.M. /s/ Xxxxxx X. Xxxxx [SEAL] Xxxxxx X. Xxxxx, Secretary of State 2104191 8310 AUTHENTICATION: 0233301 001053425 DATE: 02-02-00 CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “COLLAGEN CORPORATION” TO “COLLAGEN AESTHETICS, INC.”, FILED THE THIRTEENTH DAY OF AUGUST, A.D. 1998, AT 9 O’CLOCK A.M. CERTIFICATE OF OWNERSHIP, FILED THE FIRST DAY OF SEPTEMBER, A.D. 1999, AT 10:30 O’CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION. AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE. /s/ Xxxxxx X. Xxxxx [SEAL] Xxxxxx X. Xxxxx, Secretary of State 2104191 8310 AUTHENTICATION: 0233301 001053425 DATE: 02-02-00 COLLAGEN AESTHETICS INTERNATIONAL, INC. SECRETARY’S CERTIFICATE Reference is hereby made to the Credit Agreement, dated as of February 1, 2000 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Inamed Corporation (the “Borrower”), the Lenders, Bear Xxxxxxx Corporate Lending Inc., as Syndication Agent (in such capacity, the “Syndication Agent”). Bear, Xxxxxxx & Co. Inc., as sole lead arranger and sole book manager (the “Arranger”) and the Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings assigned in the Credit Agreement. This certificate is being delivered pursuant to Section 5.1(g) of the Credit Agreement. I, XXXX XXXXXXXxxxx X. Xxxxxxxxx, the duly elected and qualified Nevada Secretary of State, do hereby certify that I amam the Secretary of Collagen Aesthetics International, by Inc. (the laws of said State“Company”), and as such have access to the custodian of the Company’s corporate records relating to filings by corporations, limited-liability companies, limited partnerships, limited-liability partnerships and business trusts pursuant to Title 7 of the Nevada Revised Statutes which are either presently in a status of good standing or were in good standing for a time period subsequent of 1976 and am familiar with the proper officer to execute this certificate. I further certify that the records of the Nevada Secretary of State, at the date of this certificate, evidence, BIOPLEXUS CORPORATION, as a corporation duly organized under the laws of Nevada matters therein contained and existing under and by virtue of the laws of the State of Nevada since June 4, 1993herein certified, and is in good standing in this state.that: