EXHIBIT 4.3

REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement dated as of December 15, 1999, is by and
among Biomet,  Inc., an Indiana  corporation  (the  "Company") and the investors
named on the signature pages hereof (collectively, the "Investors").

Preliminary Statements

A.   The Company and Implant Innovations  International Corporation have entered
     into an  Agreement  and Plan of  Merger  dated as of August  28,  1999 (the
     "Merger  Agreement"),  pursuant  to which the  Investors  are being  issued
     Common Shares of the Company.

B.   This Agreement is being entered into pursuant to Section 9.10 of the Merger
     Agreement.


Terms and Conditions

     1. Certain  Definitions.  As used in this  Agreement,  the following  terms
shall have the following respective meanings:

     "Commission"   shall  mean  the  United  States   Securities  and  Exchange
Commission, or any other federal agency at the time administering the Securities
Act and the Exchange Act.

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
or any similar successor  federal statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

     "Person" shall mean an individual,  a corporation,  a partnership,  a joint
venture, a trust, an unincorporated organization, a limited liability company or
partnership, a government and any agency or political subdivision thereof.

     "Registrable  Securities"  shall mean (i) the Biomet Common Shares received
by the Investors  pursuant to the Merger Agreement  (including the Biomet Common
Shares  deliverable to the Escrow Agent) and (ii) any other securities issued or
issuable with respect to any such shares described in clause (i) above by way of
a stock  dividend or stock split or in connection  with a combination of shares,
recapitalization,  merger,  consolidation  or  other  reorganization  (it  being
understood that for purposes of this Agreement,  a Person will be deemed to be a
holder of  Registrable  Securities  whenever  such  Person has the right to then
acquire or obtain from the Company any  Registrable  Securities,  whether or not
such  acquisition has actually been effected);  provided,  however,  that shares
shall cease to be Registrable  Securities when a registration statement covering
the shares has been  declared  effective by the  Commission  and the shares have
been disposed of pursuant to the effective registration statement.

     "Securities Act" shall mean the Securities Act of 1933, as amended,  or any
similar  successor  federal  statute,  and  the  rules  and  regulations  of the
Commission thereunder, all as the same shall be in effect at the time.

     Other terms  capitalized  but not defined  herein  shall have the  meanings
assigned to them in the Merger Agreement.


<PAGE>

     2.           Required Registration.

     (a) As soon as practicable following the Closing, the Company shall prepare
and file with the Commission a shelf registration  statement on Form S-3 (or any
successor or other  appropriate  form) under the  Securities Act with respect to
the Registrable  Securities (the  "Registration  Statement") and effect all such
registrations,  qualifications and compliances  (including,  without limitation,
obtaining appropriate  qualifications under applicable state securities or "blue
sky" laws and compliance with any other applicable governmental  requirements or
regulations)  as may  reasonably be required in connection  with the sale of the
Registrable Securities as described herein.

     (b) The  Company  shall  use its best  efforts  to cause  the  Registration
Statement  to become  effective,  and shall  maintain the  effectiveness  of the
Registration  Statement and other applicable  registrations,  qualifications and
compliances until the first to occur of (i) the first anniversary of the Closing
(plus, if applicable,  the amount of time that has elapsed during any Suspension
Periods,  as defined  below),  or (ii) the date on which all of the  Registrable
Securities have been disposed of by the Investors.

     (c) If at any time after the Registration  Statement is declared effective,
the Company determines that the sale of the Registrable  Securities  pursuant to
the Registration  Statement would require disclosure of information that, in the
judgment of the Company, cannot be disclosed at that time without other material
adverse  consequences  to the  Company,  the  Investors  shall,  upon receipt of
written  notice  of  that  determination,   suspend  sales  of  the  Registrable
Securities  for a period  (the  "Suspension  Period")  beginning  on the date of
receipt of that notice and  expiring on the date upon which the  information  is
disclosed to the public or ceases to be  material,  and in any case as evidenced
by a written notice from the Company to the Investors to that effect.

     (d) Upon written notice from the Company of the happening of any event that
makes any statement made in the Registration  Statement,  related  prospectus or
any  document  incorporated  or deemed to be  incorporated  therein by reference
untrue in any  material  respect or which  requires the making of any changes in
the Registration  Statement,  prospectus or document so that it will not contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
required to be stated or necessary to make the statements  therein,  in light of
the  circumstances  under which they were made, not  misleading,  each holder of
Registrable   Securities  registered  under  the  Registration  Statement  shall
forthwith  discontinue  disposition  of Registrable  Securities  pursuant to the
Registration  Statement  until (i) receipt of the copies of the  supplemented or
amended  prospectus or (ii) it is advised in writing by the Company that the use
of the prospectus may be resumed,  and has received  copies of any additional or
supplemental  filings which are incorporated by reference in the prospectus.  In
the event that the Company  shall give any notice under this  subparagraph  (d),
the  Company  shall use its  reasonable  efforts  and take such  actions  as are
reasonably necessary to end the Suspension Period as promptly as practicable.

     (e) In no  event  shall  any  holder  of  Registrable  Securities  sell any
securities  registered  under the  Registration  Statement  without  giving  the
Company at least three (3) business days' prior written notice.


<PAGE>

     3. Expenses.  The Company shall pay only the following expenses  associated
with the filing of the Registration Statement: all registration and filing fees,
fees and  disbursements  of counsel for the  Company,  the expense of any audits
incident to or required by any the  registration  and expenses of complying with
the  securities  or blue  sky  laws of any  jurisdictions.  All  other  expenses
associated  with the  offering  of the  Registrable  Securities,  including  any
underwriting  discounts  or  commissions,  shall be paid by the  holders  of the
Registrable Securities.

     4. Registration Procedures.

     (a)  Before  filing  the   Registration   Satement  or  any  amendments  or
supplements  thereto,  the Company shall  furnish to the holders of  Registrable
Securities  copies of all such documents  proposed to be filed,  which documents
shall be subject to the review of such  holders and the  Company  shall not file
any such  registration  statement or amendment  thereto or any prospectus or any
supplement  thereto  to which  the  holders  of a  majority  of the  Registrable
Securities  covered by such registration  statement shall reasonably object on a
timely basis.

     (b) The Company shall prepare and file with the Commission  such amendments
and  supplements  to the  Registration  Statement  and  the  prospectus  used in
connection  therewith  as  may  be  necessary  to  keep  Registration  Statement
effective and to comply with the  provisions of the  Securities Act with respect
to the sale or other  disposition of all securities  covered by the Registration
Statement whenever the holder or holders of such securities shall desire to sell
or  otherwise  dispose  of the same,  but only to the  extent  provided  in this
Agreement.

     (c) The  Company  shall  furnish  to each  selling  holder  of  Registrable
Securities,  without  charge,  one hard  copy and one  copy on  diskette  of the
Registration Statement and each amendment thereto.

     (d) The Company shall notify the selling holders of Registrable  Securities
promptly,  and (if requested by any such person) confirm such notice in writing,
(i) when a prospectus or any prospectus  supplement or post-effective  amendment
has  been  filed,  and,  with  respect  to  the  Registration  Statement  or any
post-effective  amendment,  when  the  same has  become  effective,  (ii) of any
request by the Commission or any other federal or state  governmental  authority
for  amendments  or  supplements  to  the  Registration   Statement  or  related
prospectus  or  for  additional  information,  (iii)  of  the  issuance  by  the
Commission  or any other  federal or state  governmental  authority  of any stop
order  suspending  the  effectiveness  of  the  Registration  Statement  or  the
initiation  of any  proceedings  for the  purpose,  (iv) of the  receipt  by the
Company of any notification  with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any  jurisdiction  or the  initiation or  threatening of any proceeding for such
purpose,  (v) of the Company's  reasonable  determination  that a post-effective
amendment to a registration statement would be appropriate.

     (e) The Company  shall use its best  efforts to prevent the issuance of any
stop order suspending the  effectiveness of the Registration  Statement,  and if
one is issued use its best  efforts to obtain the  withdrawal  of any stop order
suspending the  effectiveness of the Registration  Statement,  or the lifting of
any suspension of the qualification (or exemption from  qualification) of any of
the  Registrable  Securities  for  sale  in any  jurisdiction,  at the  earliest
possible moment.

     (f) The  Company  will  otherwise  use its best  efforts to comply with all
applicable rules and regulations of the Commission.


<PAGE>

     5.           Indemnification.

     (a) The Company shall  indemnify  and hold  harmless the selling  holder of
Registrable Securities, each underwriter (as defined in the Securities Act), and
each other Person who  participates in the public  offering of securities  under
this Agreement and each other Person,  if any, who controls  (within the meaning
of the Securities Act) such selling holder,  underwriter or participating Person
(individually  and collectively,  the "Indemnified  Person") against any losses,
claims,  damages  or  liabilities  (collectively,  the  "liability"),  joint  or
several,  to  which  such  Indemnified  Person  may  become  subject  under  the
Securities Act or any other statute or at common law,  insofar as such liability
(or  action in  respect  thereof)  arises out of or is based upon (i) any untrue
statement or alleged  untrue  statement of any material fact  contained,  on the
effective  date  thereof,  in  any  registration   statement  under  which  such
securities were registered under the Securities Act, any preliminary  prospectus
or final  prospectus  contained  therein,  any document  incorporated  or deemed
incorporated  therein by reference,  or any amendment or supplement  thereto, or
(ii) any omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements  therein not misleading
regardless of any investigation made by or on behalf of such Indemnified Person.
Except as otherwise  provided in Section 5(d), the Company shall  reimburse each
such Indemnified  Person in connection with  investigating or defending any such
liability;  provided,  however,  that the  Company  shall  not be  liable to any
Indemnified Person in any such case to the extent that any such liability arises
out of or is based upon any untrue  statement  or alleged  untrue  statement  or
omission or alleged omission made in such registration statement, preliminary or
final prospectus,  incorporated  document or amendment or supplement  thereto in
reliance upon and in  conformity  with  information  furnished in writing to the
Company by such Person specifically for use therein; and provided further,  that
the Company shall not be required to indemnify any Person  against any liability
arising from any untrue or  misleading  statement  or omission  contained in any
preliminary  prospectus if such deficiency is corrected in the final  prospectus
or for any liability  which arises out of the failure of any Person to deliver a
prospectus as required by the Securities Act.

     (b) Each selling holder of any securities  included in a registration being
effected  pursuant  hereto shall  indemnify and hold harmless each other selling
holder  of any  securities,  the  Company,  its  directors  and  officers,  each
underwriter  and each other  Person,  if any,  who  controls the Company or such
underwriter  (individually  and  collectively  also the  "Indemnified  Person"),
against any liability,  joint or several,  to which any such Indemnified  Person
may become  subject under the  Securities  Act or any other statute or at common
law,  insofar as such liability (or actions in respect thereof) arises out of or
is based  upon (i) any  untrue  statement  or alleged  untrue  statement  of any
material fact  contained,  on the effective  date thereof,  in any  registration
statement under which securities were registered under the Securities Act at the
request of such selling holder,  any preliminary  prospectus or final prospectus
contained therein,  any document  incorporated or deemed incorporated therein by
reference,  or any  amendment  or  supplement  thereto,  or (ii) any omission or
alleged  omission  by such  selling  holder  to state  therein a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  in the case of (i) and (ii) to the extent,  but only to the extent,
that such untrue  statement or alleged  untrue  statement or omission or alleged
omission  was  made  in  such  registration  statement,   preliminary  or  final
prospectus,  incorporated document,  amendment or supplement thereto in reliance
upon and in conformity with  information  furnished in writing to the Company by
such selling  holder  specifically  for use therein.  Such selling  holder shall
reimburse any Indemnified Person for any legal fees incurred in investigating or
defending any such  liability;  provided,  however,  that such selling  holder's
obligations  hereunder  shall be limited to any amount equal to the net proceeds
to such selling  holder of the  securities  sold in any such  registration;  and
provided further, however, that no selling holder shall be required to indemnify
any Person against any liability arising from any untrue or misleading statement
or omission  contained  in any  preliminary  prospectus  if such  deficiency  is
corrected in the final  prospectus or for any liability  which arises out of the
failure of any Person to deliver a prospectus as required by the Securities Act.


<PAGE>

     (c)  Indemnification  similar to that  specified  in Sections  5(a) and (b)
shall be given by the Company and each selling holder of Registrable  Securities
(with such  modifications  as may be  appropriate)  with respect to any required
registration or other  qualification  of their  securities  under any federal or
state law or regulation of governmental authority other than the Securities Act.

     (d) In the event the Company, any selling holder of Registrable  Securities
or other Person receives a complaint,  claim or other notice of any liability or
action,  giving rise to a claim for indemnification  under Sections 5(a), (b) or
(c) above,  the Person  claiming  indemnification  under such  paragraphs  shall
promptly  notify  the  Person  against  whom  indemnification  is sought of such
complaint,  notice, claim or action, and such indemnifying Person shall have the
right to  investigate  and defend any such loss,  claim,  damage,  liability  or
action.  The  Person  claiming  indemnification  shall  have the right to employ
separate  counsel in any such action and to participate  in the defense  thereof
but the fees and  expenses  of such  counsel  shall not be at the expense of the
Person against whom  indemnification  is sought (unless the  indemnifying  party
fails to promptly  defend,  in which case the fees and expenses of such separate
counsel shall be borne by the Person against whom indemnification is sought). In
no event shall a Person whom indemnification is sought be obligated to indemnify
any  Person  for any  settlement  of any claim or action  effected  without  the
indemnifying Person's prior written consent.

     6. Compliance with Rule 144. The Company will use its reasonable efforts to
file with the Commission such  information as is required under the Exchange Act
for so long as there are  holders of  Registrable  Securities  and shall use its
reasonable  efforts to take all action as may be required as a condition  to the
availability  to such  holders  of Rule 144  under  the  Securities  Act (or any
comparable successor rules).

     7.  Amendments.  The provisions of this  Agreement may be amended,  and the
Company may take any action herein  prohibited or omit to perform any act herein
required to be  performed  by it, only if the Company has  obtained  the written
consent of the Shareholder Representative.

     8.  Damages.  The  Company  recognizes  and  agrees  that  each  holder  of
Registrable  Securities  will not have an adequate  remedy at law if the Company
fails to comply with the terms and provisions of this Agreement and that damages
will not be readily ascertainable, and the Company expressly agrees that, in the
event of such  failure,  it shall not  oppose an  application  by any  holder of
Registrable  Securities  or any other  Person  entitled to the  benefits of this
Agreement  requiring  specific  performance  of any and all  provisions  hereof,
enjoining  the  Company  from  continuing  to  commit  any such  breach  of this
Agreement or acquiring any other appropriate equitable relief.

     9. Miscellaneous.

     (a) All notices,  requests,  demands and other communications  provided for
hereunder shall be in writing and mailed (by first class registered or certified
mail, postage prepaid),  telegraphed,  sent by express overnight courier service
or electronic facsimile  transmission (with a copy by mail), or delivered to the
applicable party at the addresses indicated below:


<PAGE>


With a copy to:                           Berkley W. Duck
                                          Ice Miller Donadio & Ryan
                                          One American Square
                                          Box 82001
                                          Indianapolis, Indiana  46282
                                          Fax: (317) 236-2219

If to the Investors:                      Keith D. Beaty, President
                                          Implant Innovations, Inc.
                                          4555 Riverside Drive
                                          Palm Beach Gardens, Florida 33410
                                          Fax: (561) 776-6833

and                                       Gerard Moufflet
                                          Advent International Corporation
                                          75 State Street
                                          Boston, Massachusetts 02109
                                          Fax: (617) 951-0566

With copies to:                           Thomas G. O'Brien III
                                          Steel Hector & Davis LLP
                                          1900 Phillips Point West
                                          777 South Flagler Drive
                                          West Palm Beach, Florida 33401-6198
                                          Fax: (561) 655-1509

If to any holder of Registrable Securities:

At such Person's address for notice as set forth in the books and records of the
Company

or, as to each of the foregoing, at such other address as shall be designated by
such Person in a written  notice to other parties  complying as to delivery with
the terms of this subsection (a). All such notices,  requests, demands and other
communications  shall,  when  mailed,  telegraphed  or  sent,  respectively,  be
effective (i) three business days after being deposited in the mails or (ii) one
day after being delivered to the telegraph  company,  deposited with the express
overnight  courier  service  or  sent  by  electronic  facsimile   transmission,
respectively, addressed as aforesaid.

     (b) This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Delaware,  without  application of the conflict of laws
principles thereof.

     (c) This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

     (d) If any provision of this Agreement shall be held to be illegal, invalid
or unenforceable,  such illegality,  invalidity or unenforceability shall attach
only to such  provision  and shall not in any manner  affect or render  illegal,
invalid  or  unenforceable  any  other  provision  of this  Agreement,  and this
Agreement shall be carried out as if any such illegal,  invalid or unenforceable
provision were not contained herein.


<PAGE>



     IN WITNESS WHEREOF,  this Agreement is executed as of the date first stated
above.

                               BIOMET, INC.


                               By: /s/ Daniel P. Hann
                                  -------------------------------------------
                                    Daniel P. Hann,
                                    Senior Vice President


                               "INVESTORS"



                                  /s/ Keith D. Beaty
                                  -------------------------------------------
                                  Keith D. Beaty

                                  /s/ Linda L. Beaty
                                  -------------------------------------------
                                  Linda L. Beaty

                                  /s/ Richard J. Lazzara
                                  -------------------------------------------
                                  Richard J. Lazzara

                               GLOBAL PRIVATE EQUITY II L.P.
                               By:  Advent International Limited Partnership,
                                    its General Partner
                                    By: Advent International Corporation,
                                           its General Partner


                                    By: /s/ Gerard Moufflet
                                       --------------------------------------


                               ADVENT INTERNATIONAL INVESTORS II L.P.
                               By: Advent International Corporation,
                                           its General Partner

                               By: /s/ Gerard Moufflet
                                  -------------------------------------------

                                  /s/ Edward G. Sabin
                                  -------------------------------------------
                                  Edward G. Sabin
<PAGE>


                                  /s/ Bareld J. Doedens
                                  -------------------------------------------
                                  Bareld J. Doedens


                                  /s/ Steven F. Schiess
                                  -------------------------------------------
                                  Steven F. Schiess


                                  /s/ Glenn L. Criser
                                  -------------------------------------------
                                  Glenn L. Criser


                                  /s/ James W. Scott
                                  -------------------------------------------
                                  James W. Scott