Exhibit 4.4

AFFILIATE AGREEMENT

     This Affiliate Agreement, dated as of December 15, 1999 (this "Agreement"),
is by and  among  Biomet,  Inc.,  an  Indiana  corporation  ("Biomet"),  and the
undersigned   stockholders  (singly,  a  "Stockholder"  and  collectively,   the
"Stockholders") of Implant  Innovations  International  Corporation,  a Delaware
corporation ("Parent").

Preliminary Statements

     A. Biomet and Parent have  entered  into an  Agreement  and Plan of Merger,
dated as of August 28, 1999 (the "Merger  Agreement"),  pursuant to which Parent
will merge with and into Palm  Acquisition  Corp., an Indiana  corporation and a
wholly owned subsidiary of Biomet ("Acquisition").

     B. Pursuant to the Merger Agreement, at the Effective Time, as that term is
defined  in the  Merger  Agreement,  all  outstanding  shares of  Parent  Stock,
including  Parent Stock owned by the  Stockholders,  will be converted  into the
right to receive Biomet Common Shares.

     C. It is a condition to each party's  obligation to effect the  transaction
contemplated  by the Merger  Agreement  (the "Merger") that (i) legal counsel to
Parent and Biomet shall have delivered their  respective  opinions to the effect
that the Merger will constitute a  reorganization  within the meaning of Section
368(a) of the Internal  Revenue Code of 1986, as amended (the "Code"),  and that
Biomet, Acquisition and Parent each will be a party to the reorganization within
the  meaning  of Section  368(b) of the Code,  and (ii) the  independent  public
accounting  firms for Parent and Biomet shall have  delivered  their  respective
opinions  to the effect that the Merger  will  qualify for  pooling-of-interests
accounting treatment.

     D. The  execution  and delivery of this  Agreement by the  Stockholders  is
required under the terms of the Merger Agreement as a condition precedent to the
obligations  of Biomet  and Parent to  complete  the  transactions  contemplated
thereby.

     E. The  Stockholders  have been advised that the Stockholders may be deemed
to be  "affiliates"  of  Parent,  as  such  term is used  (i)  for  purposes  of
paragraphs  (c) and (d) of Rule 145 of the  Securities  and Exchange  Commission
(the "Commission")  under the Securities Act of 1933, as amended (the "Act"), or
(ii) in the  Commission's  Accounting  Series  Releases 130 and 135, as amended,
although  nothing  contained  herein  shall be  construed as an admission by the
Stockholders that the Stockholders are in fact affiliates of Parent.


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Terms and Conditions

     NOW,  THEREFORE,  intending  to be  legally  bound,  the  parties  agree as
follows:

1.   Use of  Defined  Terms.  Capitalized  terms not  otherwise  defined in this
     Agreement have the meanings ascribed to them in the Merger Agreement.

2.   Acknowledgements by Stockholders. Each of the Stockholders acknowledges and
     understands that the representations,  warranties and covenants made by the
     Stockholders  set forth in this  Agreement  will be relied  upon by Biomet,
     Parent and their respective  affiliates,  counsel and accounting firms, and
     that substantial  losses and damages may be incurred by such persons if the
     Stockholders'  representations,  warranties or covenants are breached. Each
     Stockholder has carefully read this Agreement and the Merger  Agreement and
     has  consulted  with such  legal  counsel  and  financial  advisers  as the
     Stockholder has deemed appropriate in connection with the execution of this
     Agreement.

3.   Compliance with Rule 145 and the Act.

          (a) Each  Stockholder has been advised that (i) the issuance of Biomet
     Common  Shares in  connection  with the Merger is  expected  to be effected
     pursuant to a Registration  Statement  filed by Biomet on Form S-4, and the
     resale of such shares will be subject to the restrictions set forth in Rule
     145 under the Act unless such shares are otherwise  transferred pursuant to
     an  effective  registration  statement  under  the  Act  or an  appropriate
     exemption from registration,  and (ii) each Stockholder may be deemed to be
     an affiliate of Parent. Each of the Stockholders  accordingly agrees not to
     sell,  pledge,  transfer or otherwise  dispose of any Biomet  Common Shares
     issued to the  Stockholders  in the  Merger  unless  (i) the sale,  pledge,
     transfer or other  disposition is made in conformity with the  requirements
     of Rule  145  under  the Act,  (ii) the  sale,  pledge,  transfer  or other
     disposition is made pursuant to an effective  registration  statement under
     the Act, or (iii) the  Stockholder  delivers to Biomet a written opinion of
     counsel,  in form and substance  reasonably  acceptable  to Biomet,  to the
     effect that the sale,  pledge,  transfer or other  disposition is otherwise
     exempt from registration under the Act.

          (b) Biomet will give stop transfer  instructions to its transfer agent
     with  respect to any Biomet  Common  Shares  received  by the  Stockholders
     pursuant  to the  Merger,  and there  will be  placed  on the  certificates
     representing  those Biomet Common Shares,  or any  substitutions  therefor,
     legends stating in substance:

          "THE SHARES  REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO A
          BUSINESS  COMBINATION  WHICH IS BEING  ACCOUNTED FOR AS A POOLING -OF-
          INTERESTS,  IN A TRANSACTION TO WHICH RULE 145  PROMULGATED  UNDER THE
          SECURITIES  ACT OF 1933  APPLIES,  AND  MAY  ONLY  BE  TRANSFERRED  IN
          CONFORMITY  WITH  RULE  145,  PURSUANT  TO AN  EFFECTIVE  REGISTRATION
          STATEMENT,  OR IN  ACCORDANCE  WITH  A  WRITTEN  OPINION  OF  COUNSEL,
          REASONABLY  ACCEPTABLE  TO THE ISSUER,  IN FORM AND  SUBSTANCE  TO THE
          EFFECT  THAT SUCH  TRANSFER  IS  EXEMPT  FROM  REGISTRATION  UNDER THE
          SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE TRANSFERRED  UNTIL SUCH
          TIME AS BIOMET,  INC. SHALL HAVE PUBLISHED  FINANCIAL RESULTS COVERING
          AT LEAST  30 DAYS OF  COMBINED  OPERATIONS  WITH  IMPLANT  INNOVATIONS
          INTERNATIONAL CORPORATION."

          and


<PAGE>

          "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED,  SOLD,
          PLEDGED,  TRANSFERRED  OR OTHERWISE  DISPOSED OF EXCEPT IN  ACCORDANCE
          WITH THE  REQUIREMENTS  OF THE  CONDITIONS  SPECIFIED IN THE AFFILIATE
          AGREEMENT  DATED AS OF DECEMBER  15,  1999  BETWEEN THE HOLDER OF THIS
          CERTIFICATE  AND  BIOMET,  INC.,  A COPY  OF  WHICH  AGREEMENT  MAY BE
          INSPECTED BY THE HOLDER OF THIS  CERTIFICATE AT THE PRINCIPAL  OFFICES
          OF BIOMET,  INC. OR  FURNISHED  BY BIOMET,  INC. TO THE HOLDER OF THIS
          CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE."

     The legends set forth above shall be removed (by  delivery of a  substitute
     certificate  without  such  legends),  and  Biomet  shall so  instruct  its
     transfer  agent,  if a  registration  statement  respecting the sale of the
     shares  has been  declared  effective  under the Act or if the  Stockholder
     delivers to Biomet (i)  satisfactory  written evidence that the shares have
     been  sold in  compliance  with  Rule 145 (in which  case,  the  substitute
     certificate  will be  issued  in the  name of the  transferee),  or (ii) an
     opinion of counsel, in form and substance reasonably  acceptable to Biomet,
     to the effect  that sale of the  shares by the holder  thereof is no longer
     subject to Rule 145. A sale of Biomet  Common  Shares made  pursuant to the
     registration  statement  described in Section 9.10 of the Merger Agreement,
     when effective,  will meet the  requirements of this Section and the shares
     sold, when reissued,  will not be required to contain the legends set forth
     herein.

4. Covenants Related to Pooling-of-Interests.

          (a)  During  the  period  beginning  on the date 30 days  prior to the
     Closing  Date (as  defined in the Merger  Agreement)  and ending on the day
     after  Biomet has  published  (within the meaning of Section  201.01 of the
     Commission's   Codification  of  Financial  Reporting  Policies)  financial
     results  covering  at least 30 days of  combined  operations  of Biomet and
     Parent (the "Restricted Period"), the Stockholders will not sell, exchange,
     transfer,  pledge,  distribute or otherwise dispose of or grant any option,
     establish any "short" or "put"-equivalent position with respect to or enter
     into any similar transaction (through derivatives or otherwise) intended to
     have or having the effect,  directly or  indirectly,  or reducing  its risk
     relative  to (i) any shares of Parent  Stock owned by the  Stockholders  or
     (ii) any Biomet Common Shares  received by the  Stockholders  in connection
     with the Merger.

          (b)  Notwithstanding  anything to the  contrary  contained  in Section
     4(a), each Stockholder will be permitted, during the Restricted Period, (i)
     to sell, exchange,  transfer, pledge, distribute or otherwise dispose of or
     grant any option,  establish any "short" or "put"-equivalent  position with
     respect to or enter into any similar  transaction  (through  derivatives or
     otherwise)  intended to have or having the effect,  directly or indirectly,
     of reducing its risk relative to any Biomet  Common Shares  received by the
     Stockholder  in  connection  with the  Merger (a  "Transfer")  equal to the
     Stockholder's  pro rata  portion of 1% of the total  number of  outstanding
     Biomet Common Shares acquired by all stockholders of Parent pursuant to the
     Merger   (measured  as  of  the  date  of  such  Transfer  and  subject  to
     confirmation  of such  calculation  by Biomet),  and (ii) to make bona fide
     charitable  contributions  or gifts of such securities;  provided,  however
     that the  transferee(s) of such charitable  contributions or gifts agree(s)
     in writing to hold such  securities  for the  period  specified  in Section
     4(a).


<PAGE>

          (c) All Transfers described herein may be made only in accordance with
     and subject to the terms of the Escrow Agreement during the term thereof.

5.   Miscellaneous.

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

          (b) This  Agreement  shall be  enforceable  by, and shall inure to the
     benefit of and be binding upon, the parties and their respective successors
     and assigns.  As used in this Agreement,  the term "successors and assigns"
     means,  where  the  context  permits,  heirs,  executors,   administrators,
     trustees and successor trustees, and personal and other representatives.

          (c) This  Agreement  shall be deemed to be made in and in all respects
     shall be  interpreted,  construed  and governed by and in  accordance  with
     Delaware law without regard to the conflict of law principles thereof.  The
     parties irrevocably and unconditionally  consent to submit to the exclusive
     jurisdiction  of the  courts of the  State of  Delaware  and of the  United
     States of America  located in  Delaware  (the  "Delaware  Courts")  for any
     litigation   arising  out  of  or  relating  to  this   Agreement  and  the
     transactions  contemplated by this Agreement (and agree not to commence any
     litigation  relating  thereto  except in the  Delaware  Courts),  waive any
     objection  to the laying of venue of any such  litigation  in the  Delaware
     Courts  and agree not to plead or claim in any Court  that such  litigation
     brought therein has been brought in an inconvenient forum.

          (d) If any term, provision, covenant, or restriction contained in this
     Agreement  is held by a court or a federal  or state  regulatory  agency of
     competent jurisdiction to be invalid, void, or unenforceable, the remainder
     of the terms,  provisions,  covenants,  and restrictions  contained in this
     Agreement  shall  remain in full force and  effect,  and shall in no way be
     affected, impaired, or invalidated.

          (e) Counsel to and accountants for the parties to the Merger Agreement
     shall be entitled to rely upon this Agreement as needed.

          (f) This  Agreement  shall not be modified  or  amended,  or any right
     waived or any obligations excused,  except by a written agreement signed by
     both parties.

          (g)  Notwithstanding  any other provision contained in this Agreement,
     this Agreement and all  obligations  under this Agreement  shall  terminate
     upon the termination of the Merger Agreement in accordance with its terms.


<PAGE>



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

                               BIOMET, INC.


                               By:/s/ Niles L. Noblitt
                                  -------------------------------------------
                                  Niles L. Noblitt, Chairman

                                  "STOCKHOLDERS"

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

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

                                  /s/ Richard J. Lazzarra
                                  -------------------------------------------
                                  Richard J. Lazzarra


                               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