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2007 Stock Incentive Plan  of  Osteotech Inc.
 1.
    
    Purpose of this Plan
  2.
    
    Definitions and Rules of Interpretation
 Definitions.
   Administrator 
  Affiliate 
  Applicable Law 
  Award 
  Award Agreement 
  Award Shares 
  Awardee 
  Board 




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Cause
  Change in Control  Person Outstanding
Company Voting Securities Incumbent Director
  Code 
 2




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 Committee
  Company 
  Company Director 
  Consultant 
  Director 
 Domestic Relations Order 
 Effective Date 
  Employee 
  Exchange Act 
  Executive 
  Expiration Date 
 3




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 Fair Market Value 
  Grant Date 
  Incentive Stock Option 
  Nonstatutory Option 
 Objectively Determinable Performance Condition
 4




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 Officer 
  Option 
  Option Price 
  Option Shares 
  Plan 
  Purchase Price 
  Rule 16b-3 
  SAR  or  Stock Appreciation Right 
  Securities Act 
  Share 
  Stock Award 
  Substitute Award 
 5




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 Substitute Option 
  Substitute SAR 
  Substitute Stock Award 
  Termination 
 Rules of Interpretation.
 3.
    
    Shares Subject to this Plan; Term of this Plan
 Number of Award Shares.
 6




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Term of this Plan.
   4.
    
    Administration
 General.
   Authority of the Board or the Committee.
  7




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8




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Scope of Discretion.
 5.
    
    Persons Eligible to Receive Awards
 Eligible Individuals.
 Section 162(m) Limitation.
 Options and SARs.
 Stock Awards.
 9




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6.
    
    Terms and Conditions of Options
  Price.
 Term.
 Vesting.
 Form and Method of Payment.
     10




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Cashless Exercise Procedure
   Nonassignability of Options.
 Substitute Options.
 7.
    
    Incentive Stock Options
    11




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Ten Percent
Stockholder
     12




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8.
    
    Stock Appreciation Rights and Stock Awards
 Stock Appreciation Rights.
 General
 Exercise of SARs.
 Nonassignability of SARs.
 Substitute SARs.
 13




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Stock Awards.
 General
 Right of Repurchase
 Form of Payment
 Nonassignability of Stock Awards .
 Substitute Stock Award. 14
        Exercise of Awards
 In General.
 Time of Exercise.
 Issuance of Award Shares.
 Termination.
 In General 15
       Leaves of Absence
 Death or Disability
 Administrator Discretion
   Consulting or Employment Relationship
 16




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Certain Transactions and Events
 In General.
 Changes in Capital Structure.
 Change of Control Transactions.
 17




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Dissolution.
 Award Grants to Non-Employee Directors
 General.
  Non-Employee Director Award Guidelines
  Tax Matters
 Tax Withholding.
 General
 18




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Method of Payment
 Reporting of Dispositions.
 Liability for Applicable Taxes.
  Compliance with Law
 General.
 19




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Tax Matters.
 Amendment or Termination of this Plan or Outstanding Awards
 Amendment and Termination.
 Stockholder Approval. provided however
 20




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Effect.
 Reserved Rights
 Nonexclusivity of this Plan.
 Unfunded Plan.
 Special Arrangements Regarding Award Shares
 Escrow of Stock Certificates.
 Repurchase Rights.
 21




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General
 Procedure
 Deferral of Award Benefits.
 Beneficiaries
  22




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Miscellaneous
 Governing Law.
 Determination of Value.
 Listed Stock Value Date The Wall Street Journal
 Stock Quoted by Securities Dealer
 No Established Market
 Reservation of Shares.
 23




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Electronic Communications.
 Notices.
 24