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ESCROW AGREEMENT

This Escrow Agreement (this Agreement) is made and entered into as of July 5, 2006, by and among Sirion Therapeutics, Inc., a North Carolina corporation (Sirion), Kenneth J. Widder, M.D., as the representative (the Sytera Stockholders Representative) of the holders of certain securities of Sytera, Inc., a Delaware corporation (Sytera), Barry Butler, as the representative (the Sirion Shareholders Representative) of the holders of certain securities of Sirion, and The Bank of New York, a New York banking institution, as escrow agent (the Escrow Agent). Capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to them in the Merger Agreement (as defined below).

Whereas, simultaneously with the execution and delivery of this Agreement, Sytera, Sytera II, Inc., a Delaware corporation, Sirion, the Sytera Stockholders Representative and the Sirion Shareholders Representative are entering into that certain Agreement and Plan of Merger and Reorganization (the Merger Agreement), dated as of even date herewith, a copy of which is attached hereto as Exhibit A; and

Whereas, pursuant to Section 1.10 of the Merger Agreement, a portion of the Aggregate Merger Consideration otherwise payable to the holders of Sytera Securities in connection with the Merger is to be held in escrow pursuant to the terms of this Agreement in order to secure certain indemnification rights of the Sirion Indemnitees pursuant to Section 7 of the Merger Agreement.

Now, Therefore, in consideration of the foregoing and the respective covenants, agreements and representations and warranties set forth herein, the parties to this Agreement hereby agree as follows:

1. Establishment of Escrow Arrangement.

1.1 Creation of Escrow Fund. At or prior to the Closing, in accordance with Section 1.10 of the Merger Agreement, the Surviving Corporation shall deliver to the Escrow Agent, on behalf of each holder of Sytera Common Stock (each, a Holder), a certificate, registered in the name of the Escrow Agent, representing such Holders Pro-Rata Sytera Indemnification Escrow Shares to be held as security for the indemnification rights of the Sirion Indemnitees pursuant to Section 7 of the Merger Agreement. The Sytera Indemnification Escrow Shares, together with any Derivative Property (as defined below) delivered to the Escrow Agent pursuant to Section 2.3, shall collectively constitute the Escrow Fund.

1.2 Appointment of Escrow Agent. The Surviving Corporation, the Sytera Stockholders Representative and the Sirion Shareholders Representative hereby appoint the Escrow Agent, and the Escrow Agent hereby agrees, to act as escrow agent and to hold, safeguard and disburse the Escrow Fund pursuant to the terms and conditions of this Agreement.

1.3 Fees and Expenses of Escrow Agent. The Escrow Agent shall be entitled to receive fees and reimbursements for reasonable documented out-of-pocket expenses incurred in connection with this Agreement in accordance with the schedule attached hereto as Exhibit B. All such fees and expenses shall be paid by the Surviving Corporation.

1.4 Successor Escrow Agent. In the event that the Escrow Agent becomes unwilling or unable to continue as escrow agent under this Agreement, such Escrow Agent (the Departing Escrow Agent) may resign by delivering a written notice of resignation to the Surviving Corporation, the Sytera Stockholders Representative and the Sirion Shareholders Representative, which resignation shall take effect not less than thirty (30) days following the date such notice of resignation is delivered to the Surviving Corporation, the Sytera Stockholders Representative and the Sirion Shareholders Representative. In connection with any such resignation of the Departing Escrow Agent, the Surviving Corporation, the Sytera Stockholders Representative and the Sirion Shareholders Representative shall mutually appoint a successor Escrow Agent (the Successor Escrow Agent) within fifteen (15) days following their receipt of the Departing Escrow Agents notice of resignation; provided, however, that if the Surviving Corporation, the Sytera Stockholders Representative and the Sirion Shareholders Representative fail to appoint a Successor Escrow Agent prior to the end of such fifteen (15) day period, the Departing Escrow Agent shall be entitled to apply to any court of competent jurisdiction for the appointment of a Successor Escrow Agent. Any Successor Escrow Agent appointed pursuant to this Section 1.4 shall execute and deliver to the Surviving Corporation, the Sytera Stockholders Representative, the Sirion Shareholders Representative and the Departing Escrow Agent an instrument accepting such appointment, at which time the Successor Escrow Agent shall, without any further action, be automatically vested with all the estates, property rights, powers, duties and responsibilities of the Departing Escrow Agent as if such Successor Escrow Agent were originally named as Escrow Agent herein. The Departing Escrow Agent shall act in accordance with written instructions from the Surviving Corporation, the Sytera Stockholders Representative and the Sirion Shareholders Representative as to the transfer of the Escrow Fund to any Successor Escrow Agent.

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