exv10w4



 



Exhibit 10.4


          THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.







REGEN BIOLOGICS, INC.



COMMON STOCK PURCHASE WARRANT







          This certifies that, for good and valuable consideration, ReGen Biologics,
Inc., a Delaware corporation (the “Company”), grants to
Harris Nesbitt Gerard, Inc., or registered assigns (the “Warrantholder”), the right to subscribe for and purchase from the
Company 100,000 validly issued, fully paid and nonassessable shares (the
“Warrant Shares”) of the Company’s Common Stock, par value
$0.01 per share (the “Common Stock”), at the purchase
price per share of $0.4481(the “Exercise Price”), from
time to time, prior to 5:00PM Eastern Standard Time on
September 23, 2009 (the “Expiration Date”), all subject to
the terms, conditions and adjustments herein set forth. Capitalized terms
shall have the meanings set forth in Section 10 of this Warrant.



Certificate No.: HNG-1



Number of Warrant Shares: 100,000


Name of Warrantholder: Harris Nesbitt Gerard, Inc.


 






 


     1.     Duration and Exercise of Warrant; Limitation
on Exercise; Payment of Taxes.



          1.1. Duration and Exercise of Warrant. Subject to
the terms and conditions set forth herein, the Warrant may be exercised, in
whole or in part, by the Warrantholder by:



               (a) the surrender of this Warrant to the Company, with a duly executed
Exercise Form specifying the number of Warrant Shares to be purchased, during
normal business hours on any Business Day prior to the Expiration Date; and



               (b) the delivery of payment to the Company, for the account of the
Company, by cash, by wire transfer of immediately available funds or by
certified or bank cashier’s check, of the Exercise Price for the number of
Warrant Shares specified in the Exercise Form in lawful money of the United
States of America. The Company agrees that such Warrant Shares shall be deemed
to be issued to the Warrantholder as the record holder of such Warrant Shares
as of the close of business on the date on which this Warrant shall have been
surrendered and payment made for the Warrant Shares as aforesaid (or as
provided in Section 1.2 below).



          1.2. Conversion Right (Cashless Exercise).



               (a) In lieu of the payment of the Exercise Price, the Warrantholder shall
have the right (but not the obligation), to require the Company to convert this
Warrant, in whole or in part, into shares of Common Stock (the “Conversion Right”) as provided for in this Section 1.2. Upon
exercise of the Conversion Right, the Company shall deliver to the
Warrantholder (without payment by the Warrantholder of any of the Exercise
Price; provided, however, that the
Warrantholder shall be required to pay the par value for any shares of Common
Stock so delivered) that number of shares of Common Stock equal to the quotient
obtained by dividing (i) the value of the Warrant at the time the Conversion
Right is exercised (determined by subtracting the aggregate Exercise Price in
effect immediately prior to the exercise of the Conversion Right from the
aggregate Fair Market Value for the shares of Common Stock issuable upon
exercise of the Warrant immediately prior to the exercise of the Conversion
Right) by (ii) the Fair Market Value of one share of Common Stock immediately
prior to the exercise of the Conversion Right.



               (b) The Conversion Right may be exercised by the Warrantholder on any
Business Day prior to the Expiration Date by delivering the Warrant
Certificate, together with a duly executed Exercise Form (with the conversion
section completed), to the Company, exercising the Conversion Right and
specifying the total number of shares of Common Stock the Warrantholder will be
issued pursuant to such conversion.



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               (c) Fair Market Value of a share of Common Stock as of a particular date
(the “Determination Date”) shall mean:




		
	 	             (i) If the Common Stock is listed on a national securities exchange,
then the Fair Market Value shall be the average of the last ten (10)
Daily Sales Prices (as hereinafter defined) of the Common Stock on the
principal national securities exchange on which the Common Stock is
listed or admitted for trading on the last ten (10) Business Days prior
to the Determination Date, or if not listed or traded on any such
exchange, then the Fair Market Value shall be the average of the last ten
(10)Daily Sales Prices of the Common Stock on the National Market (the
“National Market”) of the National Association of
Securities Dealers Automated Quotations System (“Nasdaq”) on the last ten (10) Business Days prior to the
Determination Date. The “Daily Sales Price” shall
be the closing price of the Common Stock at the end of each day; or




		
	 	             (ii) If the Common Stock is not so listed or admitted to unlisted
trading privileges or if no such sale is made on at least nine (9) of
such days, then the Fair Market Value shall be the higher of (x) the Book
Value per share and (y) the fair value as reasonably determined in good
faith by the Company’s Board of Directors or a duly appointed committee
of the Board of Directors (which determination shall be described in
detail in the written notice delivered to the Warrantholder together with
the Common Stock certificates). If the Warrantholder objects to the fair
value determined by the Company’s Board of Directors pursuant to clause
(y) above, the Warrantholder shall have the right to appoint an
independent appraiser (mutually consented to by the Company, such consent
not to be unreasonably withheld) to determine the fair value. The
independent appraiser shall be a nationally recognized investment banking
firm or nationally recognized expert experienced in the valuation of
companies engaged in the business conducted by the Company. The
determination of such independent appraiser as to the fair value shall be
controlling. The fees and expenses of the independent appraiser shall be
paid by the Company unless the fair value determined by the Company’s
Board of Directors equals or exceeds the fair value determined by the
independent appraiser.



          1.3. Limitations on Exercise. Notwithstanding
anything to the contrary herein, this Warrant may be exercised only upon the
delivery to the Company of any certificates or other documents reasonably
requested by the Company to satisfy the Company that the proposed exercise of
this Warrant may be effected without registration under the Securities Act.



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          1.4. Warrant Shares Certificate. A stock certificate
or certificates for the Warrant Shares specified in the Exercise Form shall be
delivered to the Warrantholder within ten (10) Business Days after receipt of
the Exercise Form and, if such exercise is not pursuant to Section 1.2, receipt
of payment of the purchase price. If this Warrant shall have been exercised
only in part, the Company shall, at the time of delivery of the stock
certificate or certificates, deliver to the Warrantholder a new Warrant
evidencing the rights to purchase the remaining Warrant Shares, which new
Warrant shall in all other respects be identical to this Warrant.



          1.5. Payment of Taxes. The issuance of certificates
for Warrant Shares shall be made without charge to the Warrantholder for any
stock transfer or other issuance tax in respect thereto; provided, however, that the Warrantholder shall be
required to pay any and all taxes which may be payable in respect of any
transfer involved in the issuance and delivery of any certificate in a name
other than that of the then Warrantholder as reflected upon the books of the
Company.



          1.6. Divisibility of Warrant; Transfer of Warrant.



               (a) Subject to the provisions of this Section 1.6, this Warrant may be
divided into warrants of one thousand (1,000) shares or multiples thereof, upon
surrender at the principal office of the Company, without charge to any
Warrantholder. Upon such division, the Warrants may be transferred of record
as the then Warrantholder may specify without charge to such Warrantholder
(other than any applicable transfer taxes). In addition, subject to the
provisions of this Section 1.6, the Warrantholder shall also have the right to
transfer this Warrant in its entirety to any person or entity.



               (b) Upon surrender of this Warrant to the Company with a duly executed
Assignment Form and funds sufficient to pay any transfer tax, the Company
shall, without charge, execute and deliver a new Warrant or Warrants of like
tenor in the name of the assignee named in such Assignment Form, and this
Warrant shall promptly be canceled. Each Warrantholder agrees that prior to
any proposed transfer (whether as the result of a division or otherwise) of
this Warrant, such Warrantholder shall give written notice to the Company of
such Warrantholder’s intention to effect such transfer. Each such notice shall describe the
manner and circumstances of the proposed transfer in sufficient detail, and, if
reasonably requested by the Company, shall be accompanied by a written opinion
of legal counsel, which opinion shall be addressed to the Company and be
reasonably satisfactory in form and substance to the Company’s counsel, to the
effect that the proposed transfer of this Warrant may be effected without
registration under the Securities Act. In addition, the Warrantholder and the
transferee shall execute any documentation reasonably required by the Company
to ensure



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compliance with the Securities Act. The term “Warrant” as used in this Agreement shall be deemed to include this Warrant
and any Warrants issued in substitution or exchange for this Warrant.


     2.     Restrictions on Transfer;
Restrictive Legends.


     Except as otherwise permitted by this Section 2, each Warrant shall (and
each Warrant issued upon direct or indirect transfer or in substitution for any
Warrant pursuant to Section 1.6 or Section 4 shall) be stamped or otherwise
imprinted with a legend in substantially the following form:




		
	 	   THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
AND SUCH LAWS.



Except as otherwise permitted by this Section 2, each stock certificate for
Warrant Shares issued upon the exercise of any Warrant and each stock
certificate issued upon the direct or indirect transfer of any such Warrant
Shares shall be stamped or otherwise imprinted with a legend in substantially
the following form:



		
	 	   THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY
BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH
LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.



          Notwithstanding the foregoing, the Warrantholder may require the Company
to issue a Warrant or a stock certificate for Warrant Shares, in each case without a legend, if: (i) such Warrant or
such Warrant Shares, as the case may be, have been registered for resale under
the Securities Act, (ii) the Warrantholder has delivered to the Company an
opinion of legal counsel, which opinion shall be addressed to the Company and
be reasonably satisfactory in form and substance to the Company’s counsel, to
the effect that such registration is not required with respect to such Warrant
or such Warrant Shares, as the case may be, or (iii) such Warrant or Warrant
Shares, as the case may be, may be sold without restriction (including, without
limitation, as to volume) pursuant to Rule 144.




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     3.     Company Representations, Warranties and
Covenants.


     The Company hereby represents, warrants, covenants and agrees as follows:



               3.1. All Warrant Shares which are issued upon the exercise of this Warrant
will, upon issuance, be validly issued, fully paid, and nonassessable, not
subject to any preemptive rights, and free from all taxes, liens, security
interests, charges, and other encumbrances with respect to the issue thereof,
other than taxes with respect to any transfer occurring contemporaneously with
such issue;



               3.2. During the period within which this Warrant may be exercised, the
Company will at all times have authorized and reserved, and keep available free
from preemptive rights, a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant;



               3.3. The Company will, from time to time, take all such action as may be
required to assure that the par value per share of the Warrant Shares is at all
times equal to or less than the then effective Exercise Price;



               3.4. The Company shall not, by amendment of its certificate of
incorporation or through any reorganization, transfer of assets, spinoff,
consolidation, merger, dissolution, issue or sale of securities or any other
action or inaction, seek to avoid the observance or performance of any of the
terms of this Warrant, and shall at all times in good faith assist in
performing and giving effect to the terms hereof and in the taking of all such
actions as may be necessary or appropriate in order to protect the rights of
the Warrantholder against dilution or other impairment;



               3.5. This Warrant has been duly authorized and executed by the Company and
is a valid and binding obligation of the Company enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws of general application affecting the enforcement of creditors’ rights;



               3.6. The execution and delivery of this Warrant are not, and the issuance
of the Warrant Shares upon exercise of this Warrant in accordance with the
terms hereof will not be, in violation of the Company’s certificate of
incorporation or bylaws, do not and will not contravene any law, governmental
rule or regulation, judgment or order applicable to the Company, and do not and
will not conflict with or contravene any provision of, or constitute a material
default under, any material indenture, mortgage, contract or other instrument
of which the Company is a party or by which it is bound or require the consent
or approval of, the giving of notice to, the registration or filing with or




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the taking of any action in respect of or by, any federal, state or local
government authority or agency (other than such consents, approvals, notices,
actions or filings as have already been obtained or made); and


          3.7. The authorized capital stock of the Company shall consist of (a)
130,000,000 shares of Common Stock, of which [29,070,786] shares are issued
and outstanding, and (b) 60,000,000 shares of Preferred Stock, par value $0.01
per share, of which [37,614,799] shares are issued and outstanding. All issued
and outstanding shares of the Company have been duly authorized and validly
issued, and are fully paid and nonassessable, and such shares have been issued
in compliance with all applicable federal and state securities laws.



     4.     Loss or Destruction of Warrant.


     Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant and, in the case of
loss, theft or destruction, of such bond or indemnification as the Company may
reasonably require, and, in the case of such mutilation, upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new
Warrant of like tenor.


     5.     Ownership of Warrant.


     The Company may deem and treat the person in whose name this Warrant is
registered as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for registration of transfer.


     6.     Certain Adjustments.


          6.1. The number of Warrant Shares purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment as follows:



               (a) Stock Dividends. If at any time after the date
of the issuance of this Warrant (i) the Company shall fix a record date for the
issuance of any stock dividend payable in shares of Common Stock or (ii) the
number of shares of Common Stock shall have been increased by a subdivision or
splitup of shares of Common Stock, then, on the record date fixed for the
determination of holders of Common Stock entitled to receive such dividend or
immediately after the effective date of such subdivision or split up, as the
case may be, the number of shares to be delivered upon exercise of this Warrant
will be increased so that the Warrantholder will be entitled to receive the
number of shares of Common Stock that such Warrantholder would have owned
immediately following such action had this Warrant been




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exercised in full
immediately prior thereto, and the Exercise Price will be adjusted as provided
below in paragraph (g).


               (b) Combination of Stock. If the number of shares of
Common Stock outstanding at any time after the date of the issuance of this
Warrant shall have been decreased by a combination of the outstanding shares of
Common Stock, then, immediately after the effective date of such combination,
the number of shares of Common Stock to be delivered upon exercise of this
Warrant will be decreased so that the Warrantholder thereafter will be entitled
to receive the number of shares of Common Stock that such Warrantholder would
have owned immediately following such action had this Warrant been exercised in
full immediately prior thereto, and the Exercise Price will be adjusted as
provided below in paragraph(g).



               (c) Reorganization, Merger, etc. If any capital
reorganization of the Company, any reclassification or recapitalization of the
Common Stock, any consolidation of the Company with or merger of the Company
with or into any other person, or any sale or lease or other transfer of all or
substantially all of the assets of the Company to any other person (each, a
“Transaction”), shall be effected in such a way that the
holders of Common Stock shall be entitled to receive stock, other securities or
assets (whether such stock, other securities or assets are issued or
distributed by the Company or another person) with respect to or in exchange
for Common Stock, then, upon exercise of this Warrant, the Warrantholder shall
have the right to receive the kind and amount of stock, other securities or
assets receivable upon such Transaction by a holder of the number of shares of
Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this
Warrant been exercised in full immediately before such Transaction. The
Company shall execute and deliver to the Warrantholder at least twenty (20)
Business Days prior to effecting such Transaction a certificate setting forth
the Warrantholder’s rights as set forth in the preceding sentence. No
Transaction shall be consummated unless adequate provision (in the reasonable
opinion of the Warrantholder) has been made in the definitive agreement for the
adjustments set forth herein and for the successor entity in any such
Transaction to assume the Company’s obligations hereunder. The provisions of
this Section 6.1(c) shall similarly apply to successive Transactions.



               (d) Other Dividends and Distributions. If the
Company shall, at any time after the date of issuance of this Warrant, fix a
record date to distribute to all holders of its Common Stock any shares of
capital stock of the Company (other than Common Stock) or evidences of its
indebtedness or assets (including all cash dividends or other distributions,
whether paid from retained earnings of the Company or otherwise), then the
Warrantholder shall be entitled to receive, upon exercise of the Warrant, that
portion of such distribution to which it would



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have been entitled had the Warrantholder exercised its Warrant immediately prior to the date of such
distribution. At the time it fixes the record date for such distribution, the
Company shall allocate sufficient reserves to ensure the timely and full
performance of the provisions of this Section 6.1(d). The Company shall
promptly (but in any case no later than five (5) Business Days prior to the
record date of such distribution) mail by first class, postage prepaid, to the
Warrantholder, notice that such distribution will take place.


               (e) Fractional Shares. No fractional shares of
Common Stock or scrip shall be issued to any Warrantholder in connection with
the exercise of this Warrant. Instead of any fractional shares of Common Stock
that would otherwise be issuable to such Warrantholder, the Company will round
up any fractional shares to the nearest whole number of shares if the fraction
is .5 or above and round down if the fraction is below .5.



               (f) Carryover. Notwithstanding any other provision
of this Section 6, no adjustment shall be made to the number of shares of
Common Stock to be delivered to the Warrantholder (or to the Exercise Price) if
such adjustment represents less than 1% of the number of shares to be so
delivered, but any lesser adjustment shall be carried forward and shall be made
at the time and together with the next subsequent adjustment which together
with any adjustments so carried forward
shall amount to 1% or more of the number of shares to be so delivered.



               (g) Exercise Price Adjustment. Whenever the number
of Warrant Shares purchasable upon the exercise of this Warrant is adjusted as
provided in this Section 6.1 (other than pursuant to Section 6.1(h)), the
Exercise Price payable upon the exercise of this Warrant shall be adjusted by
multiplying such Exercise Price immediately prior to such adjustment by a
fraction, of which the numerator shall be the number of Warrant Shares
purchasable upon the exercise of the Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Warrant Shares
purchasable immediately thereafter.



               (h) Adjustment of Number of Warrant Shares Purchasable. Upon any adjustment of the Exercise Price as provided in this
Section 6.1 (other than pursuant to Section 6.1(g)), the Warrantholder shall
thereafter be entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of shares of Common Stock (calculated to the nearest
     .001 of a share) obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of shares of Common Stock
purchasable hereunder immediately prior to such adjustment and dividing the
product thereof by the Exercise Price resulting from such adjustment.




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          6.2. Rights Offering. In the event the Company shall
effect an offering of Common Stock pro rata among its stockholders, the
Warrantholder shall be entitled to elect to participate in each and every such
offering as if this Warrant had been exercised immediately prior to each such
offering. The Company shall promptly (but in any case no later than ten (10)
Business Days prior to such rights offering) mail by first class, postage
prepaid, to the Warrantholder, notice that such rights offering will take
place.



          6.3. Notice of Adjustments. Whenever the number of
Warrant Shares or the Exercise Price of such Warrant Shares is adjusted, as
herein provided, the Company shall promptly mail by first class, postage
prepaid, to the Warrantholder, notice of such adjustment or adjustments and a
certificate of a firm of independent public accountants of recognized national
standing selected by the Board of Directors of the Company (who shall be
appointed at the Company’s expense and who may be the independent public
accountants regularly employed by the Company) setting forth in reasonable
detail the number of Warrant Shares and the Exercise Price of such Warrant
Shares after such adjustment, a brief statement of the facts requiring such
adjustment, and the computation by which such adjustment was made.



          6.4. Notice of Extraordinary Corporate Events. In
case the Company after the date hereof shall propose to (a) distribute any
dividend (whether stock or cash or otherwise) to the holders of shares of
Common Stock or to make any other distribution to the holders of shares of
Common Stock, (b) offer to the holders of shares of Common Stock rights to
subscribe for or purchase any additional shares of any class of stock or any
other rights or options,(other than an offer for which notification is required
under Section 6.2) or (c) effect any reclassification of the Common Stock
(other than a reclassification involving merely the subdivision or combination
of outstanding shares of Common Stock), any capital reorganization, any
consolidation or merger (other than a merger in which no distribution of
securities or other property is to be made to holders of shares of Common
Stock), any sale, transfer or other disposition of all or substantially all of
its property, assets and business, or the liquidation, dissolution or winding
up of the Company, then, in each such case, the Company shall mail to each
Warrantholder notice of such proposed action, which notice shall specify the
date on which (i) the books of the Company shall close, or (ii) a record shall
be taken for determining the holders of Common Stock entitled to receive such
stock dividends or other distribution or such rights or options, or (iii) such
reclassification, reorganization, consolidation, merger, sale, transfer, other
disposition, liquidation, dissolution or winding up shall take place or
commence, as the case may be, and the date, if any, as of which it is expected
that holders of record of Common Stock shall be entitled to receive securities
or other property deliverable upon such





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action. Such notice shall be mailed in
the case of any action covered by clause (a) or (b) above at least ten (10)
days prior to the record date for determining holders of Common Stock for
purposes of receiving such payment or offer, or in the case of any action
covered by clause (c) above at least ten (10) days prior to the date upon which
such action takes place and ten (10) days prior to any record date to determine
holders of Common Stock entitled to receive such securities or other property.


          6.5. Effect of Failure to Notify. Failure to file
any certificate or notice or to mail any notice, or any defect in any
certificate or notice, pursuant to Sections 6.4 and 6.5 shall not affect the
legality or validity of the adjustment to the Exercise Price, the number of
shares purchasable upon exercise of this Warrant, or any transaction giving
rise thereto.



     7.     Registration Rights. A Holder shall have the
registration rights granted pursuant to that certain Amended and Restated
Registration Rights Agreement dated as of September      , 2003 (the “Registration Rights Agreement”)to a Holder of Series C Registrable
Securities (as defined in the Registration Rights Agreement) as if such Holder were a party to the Registration Rights
Agreement.


     8.     Investment Representations and Warranties. The
Warrantholder represents to the Company that (i) the Warrantholder has received
adequate information with respect to all matters it considers material in the
acquisition of this Warrant; (ii) the Warrantholder understands that this
Warrant has not been registered under the Securities Act, and is offered in
reliance on exemptions therefrom based, in part, upon the representations and
warranties contained herein; (iii) the Warrantholder has the requisite
knowledge and experience in financial, tax and business matters and, in
particular, investments in securities, to evaluate the merits and risks of this
Warrant; (iv) the Warrantholder is in a financial position to hold this Warrant
indefinitely and can bear the economic risk of losing its entire investment;
(v) the Warrantholder acknowledges that the Company is a speculative venture
and it is familiar with the nature of and risks attendant to investments of
this type of investment; (vi) the Warrantholder is acquiring this Warrant
solely for the Warrantholder’s own account and not with a view to distribution;
(vii) the Warrantholder is an “accredited investor,” as such term is defined in
Rule 501(a) of Regulation D of the Securities Act; (viii) the Warrantholder
understands that this Warrant is not freely transferable; and (ix) this Warrant
was not offered to the Warrantholder by means of general solicitation.


     9.     Amendments. Any provision of this Warrant may be
amended and the observance thereof may be waived (either


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generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Holders who hold a majority in interest
of the Warrant Shares. Any amendment or waiver effected in accordance with
this Section 8 shall be binding upon each Holder and the Company.


     10.     Expiration of the Warrant. The right to exercise this
Warrant shall terminate on the Expiration Date. All terms of this Warrant
applicable to the Warrant Shares, including, without limitation, Section 7,
shall survive exercise and/or expiration of this Warrant.


     11.     Definitions. As used herein, unless the context
otherwise requires, the following terms have the following respective meanings:


     Assignment Form: an Assignment Form in the form
annexed hereto as Exhibit B.


     Book Value: per share of Common Stock as of any date
herein shall mean the Consolidated Net Worth of the Company and its
Subsidiaries as of such date divided by the number of shares of Common Stock
outstanding as of such date.


     Business Day: any day other than a Saturday, Sunday
or a day on which national banks are authorized by law to close in the State of
New Jersey.


     Common Stock: the meaning specified on the cover of
this Warrant.


     Company: the meaning specified on the cover of this
Warrant.


     Consolidated Net Worth: as of any date herein
specified, the total consolidated assets of the Company and its Subsidiaries
minus the total consolidated liabilities of the Company and its Subsidiaries
(exclusive of any liabilities associated with this Warrant) as determined from
the consolidated balance sheet of the Company and its Subsidiaries from the
most recent fiscal quarter, which consolidated balance sheet shall be prepared
in accordance with generally accepted accounting principles, shall be in
reasonable detail, and shall be certified as complete and correct by the chief
financial or accounting officer of the Company.


     Conversion Right: the meaning specified in Section
1.2(a).


     Daily Sales Price: the meaning specified in Section
1.2(c)(i)


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     Determination Date: the meaning specified in Section
1.2(c).


     Exchange Act: means the Securities Exchange Act of
1934, as amended, or any similar Federal statute, and the rules and regulations
of the SEC thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Exchange Act shall include a reference
to a comparable section, if any, of any such similar Federal statute.


     Exercise Form: an Exercise Form in the form annexed
hereto as Exhibit A.


     Exercise Price: the meaning specified on the cover
of this Warrant.


     Expiration Date: the meaning specified on the cover
of this Warrant.


     Fair Market Value: the meaning specified in Section
1.2(c).


     Holder(s): holder(s) of (i) the Warrant Shares and
other securities issued or issuable upon exercise of the Warrants and (ii) any
securities issued or issuable with respect to any Common Stock or other
securities referred to in subdivision (i) by way of stock dividend or stock
split or in connection with a combination or other reorganization or otherwise.


     Nasdaq: the meaning specified in Section 1.2(c)(i).


     National Market: the meaning specified in Section
1.2(c)(i).


     Registration Rights Agreement: the meaning specified
in Section 7.


     Rule 144: Rule 144 promulgated under the Securities
Act or any other similar rule or regulation of the SEC that may at any time
permit Holders to sell securities of the Company to the public without
registration.


     SEC: the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act or the
Exchange Act, whichever is the relevant statute for the particular purpose.


     Securities Act: the meaning specified on the cover
of this Warrant, or any similar Federal statute, and the rules and regulations
of the SEC thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Securities Act shall include a
reference to the comparable section, if any, of any such similar Federal
statute.


13






 


     Transaction: the meaning specified in Section
6.1(c).


     Warrant: the meaning specified in Section 1.6(b).


     Warrantholder: the meaning specified on the cover of
this Warrant.


     Warrant Shares: the meaning specified on the cover
of this Warrant.


     12.     Miscellaneous.


          12.1. Entire Agreement. This Warrant constitutes the
entire agreement between the Company and the Warrantholder with respect to the
Warrants.



          12.2. Binding Effects; Benefits. This Warrant shall
inure to the benefit of and shall be binding upon the Company and the
Warrantholder and their respective heirs, legal representatives, successors and
assigns. Nothing in this Warrant, expressed or implied, is intended to or
shall confer on any person other than the Company and the Warrantholder, or
their respective heirs, legal representatives, successors or assigns, any
rights, remedies, obligations or liabilities under or by reason of this
Warrant.



          12.3. Section and Other Headings. The section and
other headings contained in this Warrant are for reference purposes only and
shall not be deemed to be a part of this Warrant or to affect the meaning or
interpretation of this Warrant.



          12.4. Pronouns. All pronouns and any variations
thereof refer to the masculine, feminine or neuter, singular or plural, as the
context may require.



          12.5. Further Assurances. Each of the Company and
the Warrantholder shall do and perform all such further acts and things and
execute and deliver all such other certificates, instruments and documents as
the Company or the Warrantholder may, at any time and from time to time,
reasonably request in connection with the performance of any of the provisions
of this Agreement.



          12.6. Notices. All notices and other communications
required or permitted to be given under this Warrant shall be in writing and
shall be deemed to have been duly given if delivered personally or sent by
United States mail, postage prepaid, to the parties hereto at the following
addresses or to such other address as any party hereto shall hereafter specify
by notice to the other party hereto:



               (a) if to the Company, addressed to:



14






 






	 	 	 	 	 
	 	 	 	 	ReGen Biologics, Inc.
	 	 	 	 	509 Commerce Street, East Wing
	 	 	 	 	Franklin Lakes, NJ 07417
	 	 	 	 	 
	 	 	
(b)
	 	if to the Warrantholder, addressed to:
	 	 	 	 	 
	 	 	 	 	the address of such Warrantholder appearing on the books of the Company.




Except as otherwise provided herein, all such notices and communications shall
be deemed to have been received on the date
of delivery thereof, if delivered personally, or on the third Business Day
after the mailing thereof.


               12.7. Separability. Any term or provision of this
Warrant which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the terms and
provisions of this Warrant or affecting the validity or enforceability of any
of the terms or provisions of this Warrant in any other jurisdiction.



               12.8. Governing Law. This Warrant shall be deemed to
be a contract made under the laws of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to such agreements made and to be performed entirely within such State.



               12.9. No Rights or Liabilities as Stockholder.
Nothing contained in this Warrant shall be determined as conferring upon the
Warrantholder any rights as a stockholder of the Company or as imposing any
liabilities on the Warrantholder to purchase any securities whether such
liabilities are asserted by the Company or by creditors or stockholders of the
Company or otherwise.



     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.



	 	 	 
	REGEN BIOLOGICS, INC.
	 
	 By:	 	



Name:
	 	 	
Title:





	 	 	 	 	 
	Dated:        , 2003	 	
 	 	 




15






 


Exhibit A


EXERCISE FORM



(To be executed upon exercise of this Warrant)



     The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant, to purchase      of the Warrant Shares and
herewith tenders (i) payment for such Warrant Shares to the order of ReGen
Biologics, Inc. in the amount of $     or (ii) Warrants to purchase
     shares of Common Stock in order to exercise the Conversion Right (as
defined in Section 1.2 of the Warrant) and payment of the par value for
     of the Warrant Shares, in either case, in accordance with the terms
of this Warrant. The undersigned requests that a certificate for such Warrant
Shares be registered in the name of      and that such
certificates be delivered to      whose address is
                    
                    
       .



	 	 	 
	Dated:	 	








	 	 	 
	Signature	 	



	 
	 	 	


(Print Name)
	 
	 	 	


(Street Address)
	 
	 	 	


(City)                      
(State)                       (Zip Code)



Signed in the Presence of:



     



 






 


Exhibit B


ASSIGNMENT FORM



(To be executed only upon transfer of this Warrant)



     For value received, the undersigned registered holder of the within
Warrant hereby sells, assigns and transfers unto
                    the
right represented by such Warrant to purchase
           shares of Common
Stock of ReGen Biologics, Inc. to which such Warrant relates and all other
rights of the Warrantholder under the within Warrant (including, without
limitation, the registration rights provided in Section 7 of the within
Warrant), and appoints      Attorney to make such transfer on
the books of ReGen Biologics, Inc. maintained for such purpose, with full power
of substitution in the premises.



	 	 	 
	Date:	 	








	 	 	 
	Signature	 	


	 
	 	 	


(Print Name)
	 
	 	 	


(Street Address)
	 
	 	 	


(City)                     

 (State)                      
(Zip Code)



Signed in the presence of: