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                                                                    Exhibit 10.1

                  AMENDMENT V TO LICENSE AND SUPPLY AGREEMENT

          This AMENDMENT V TO THE LICENSE AND SUPPLY AGREEMENT (this
"Amendment"), dated as of January 2, 2001, by and between Organogenesis Inc., a
 ---------
company organized under the laws of the State of Delaware with its principal
place of business located at 150 Dan Road, Canton, Massachusetts 02021, U.S.A.
("Organogenesis"), and Novartis Pharma AG (formerly Sandoz Pharma Ltd.), a
  -------------
corporation organized under the laws of Switzerland with its principal place of
business located at Lichtstrasse 35, CH - 4002 Basel, Switzerland ("Novartis").
                                                                    --------
Capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed to them in the License and Supply Agreement, dated as of
January 17, 1996 (the "LSA"), by and between Organogenesis and Novartis.
                       ---

          WHEREAS, pursuant to the LSA, Organogenesis has granted Novartis,
among other things, an exclusive license under the Product Patent Rights and
Product Technical Information to use, import, sell and offer to sell Product in
all countries in the world as further set forth in Schedule A of the LSA; and

          WHEREAS, the parties executed amendments to the LSA as follows: (a)
Amendment to the License and Supply Agreement, dated January 22/February 4, 1998
(the "First Amendment"); (b) Addendum to the License and Supply Agreement, dated
      ---------------
March 23, 1998; (c) Addendum II to the License and Supply Agreement, dated
September 4, 1998 (the "Third Amendment"); and (d) Addendum, dated March 15,
                        ---------------
2000, to the License and Supply Agreement (the "Fourth Amendment")
                                                ----------------
(collectively, with the LSA and this Amendment, the "Amended LSA"); and
                                                     -----------

          WHEREAS, Novartis agreed, under the Amended LSA to make certain
payments to Organogenesis including funding for research and development and
royalty payments in exchange for the exclusive license; and

          WHEREAS, Novartis wishes to obtain from Organogenesis, and
Organogenesis wishes to grant to Novartis, the right to purchase exclusive
options to license exclusively from Organogenesis certain rights with respect to
Vitrix(TM) (as hereinafter defined) and Vercutis Matrix(TM) (as hereinafter
defined), without prejudicing Novartis' or Organogenesis' legal position as to
their respective rights to Vitrix and Vercutis Matrix under the LSA as
heretofore amended; and

          WHEREAS, Novartis and Organogenesis wish to further amend the LSA to
include, among other things, enhanced payments for Product under Article 6.

          NOW, THEREFORE, in consideration of the following mutual promises and
obligations, the parties hereby agree as follows:

1.   Article 1 of the Amended LSA is hereby amended to include the following
     additional definitions:
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     "Amended Contract Year" means the one (1) year period commencing on the
      ---------------------
     Effective Date of this Amendment and each succeeding one (1) year period
     thereafter.

     "Drawdown Account" shall have the meaning set forth in Article 12.6.
      ----------------

     "Effective Date of this Amendment" means January 2, 2001.
      --------------------------------

     "Field of Use" means all uses except (a) implantation below the surface of
      ------------
     the skin (unless such implantation has the primary purpose of repair,
     bulking, filling, replacement, reconstruction or cosmetic or functional
     improvement of the skin, including the immediately underlying soft tissue
     and including skin wounds which extend to the bone), and (b) all
     applications of genetic modifications and drug delivery (unless primarily
     intended for use in connection with repair, bulking, filling, replacement,
     reconstruction or cosmetic or functional improvement of the skin, including
     the immediately underlying soft tissue and including skin wounds which
     extend to the bone).

     "GAAP" means generally accepted accounting principles in the U.S. in effect
      ----
     from time to time.

     "Performance Measures" means the conditions set forth in Schedule B
      --------------------                                    ----------
     attached hereto.

     "Option Period" shall have the meaning set forth in Article 3.1.1.
      -------------

     "Product Development Payment" shall have the meaning set forth in Article
      ---------------------------
     4.10.

     "Product Payment" shall have the meaning set forth in Article 6.1.
      ---------------

     "Product Patent Rights" means Patent Rights with respect to Product.
      ---------------------

     "Product Technical Information" means Technical Information with respect to
      -----------------------------
     Product.

     "Vitrix" or "Vitrix(TM)" means a single layer, living, dermal matrix
      ------      ----------
     principally composed of normal allogeneic human dermal fibroblasts and
     bovine Type I collagen, whereby the fibroblasts compact the bovine Type I
     collagen gel and produce human matrix proteins during manufacture.

     "Vitrix Consideration" shall have the meaning set forth in Article 3.1.2.
      --------------------

     "Vitrix Patent Rights" means Patent Rights with respect to Vitrix.
      --------------------

     "Vitrix Technical Information" means Technical Information with respect to
      ----------------------------
     Vitrix.

     "Vercutis Matrix" or "Vercutis Matrix(TM)"***
      ---------------      -------------------
                                       2
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     "Vercutis Matrix Consideration" shall have the meaning set forth in Article
      -----------------------------
     3.2.2.

     "Vercutis Matrix Patent Rights" means Patent Rights with respect to
      -----------------------------
     Vercutis Matrix.

     "Vercutis Matrix Technical Information" means Technical Information with
      -------------------------------------
     respect to Vercutis Matrix.

2.   Article 1 of the Amended LSA is hereby further amended as follows:

     (a)  Article 1.11 is hereby deleted in its entirety and replaced with the
          following:

          "Net Sales" means the gross invoice price of the Product
           ---------
          sold to independent third party customers in bona fide, arms
          length transactions, less (a) quantity and/or cash discounts
          actually allowed or taken; (b) freight postage and insurance
          (allocated in accordance with Novartis' standard allocation
          procedure, which is in accordance with GAAP); (c) amounts
          repaid or credited by reasons of rejections or return of
          goods or because of retroactive price reductions
          specifically identifiable to Product; (d) amounts payable
          resulting from governmental (or agency thereof) mandated
          rebate programs; (e) third party rebates to the extent
          actually allowed; (f) custom duties and taxes (excluding
          income, value-added and similar taxes), if any, directly
          related to the sale; and (g) any other specifically
          identifiable amounts included in Product's gross sales that
          will be credited for reasons substantially equivalent to
          those listed hereinabove.

     (b)  Article 1.12 is hereby deleted in its entirety and replaced with the
          following:

          "Patent Rights", with respect to Product, means the patents
           -------------
          and patent applications relating to Product set forth in
          Schedule B of the LSA, any divisions, continuations,
          ----------
          continuations-in-part, reissues, re-examinations,
          extensions, supplemental protection certificates or other
          governmental actions which extend the subject matter or the
          term of such patent applications or patents, and any
          confirmations, registrations or re-validations of any of the
          foregoing in any additional countries. "Patent Rights", with
          respect to Vitrix means the patents and patent applications
          relating to Vitrix set forth in Schedule A1 and, with
                                          -----------
          respect to Vercutis Matrix, means the patents and patent
          applications relating to Vercutis Matrix set forth in
          Schedule A2, respectively, of this Amendment, and, in each
          -----------
          case, any divisions, continuations, continuations-in-part,
          reissues, re-examinations, extensions, supplemental
          protection certificates or other governmental actions which
          extend the subject matter or the term of such respective
          patent applications or patents, and any confirmations,
          registrations

                                       3
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          or re-validations of any of the foregoing in any additional
          countries.

     (c)  Article 1.17 is hereby deleted in its entirety and replaced with the
          following:

          "Technical Information" shall mean, with respect to Product,
           ---------------------
          or with respect to Vitrix or Vercutis Matrix, respectively,
          any or all results and technical information, including
          preclinical, manufacturing, clinical or regulatory
          information relating to Product or Vitrix or Vercutis Matrix
          that is (i) owned or controlled by Organogenesis on the
          Effective Date with respect to Product, or on the Vitrix
          Option Notice Date with respect to Vitrix, or on the
          Vercutis Matrix Option Notice Date with respect to Vercutis
          Matrix, as the case may be; and (ii) thereafter developed or
          acquired by Organogenesis or Novartis during the term
          hereof.

3.   Without limitation to Section 20 of this Amendment, the parties hereby
     expressly reaffirm the right to sublicense granted to Novartis under
     Article 2.1 of the Amended LSA.

4.   The following shall be inserted as Article 2.4:

             2.4  Right of First Refusal for Sublicenses. In the event
                  --------------------------------------
          Novartis seeks to enter into an agreement to sublicense to
          any non-Affiliate third party any of the rights under the
          Product Patent Rights or Product Technical Information
          granted to Novartis hereunder, Novartis shall offer in
          writing to Organogenesis (the "Sublicense Offer") the right
                                         ----------------
          to match the terms and conditions of the sublicense proposed
          to be entered into with such non-Affiliate third party (the
          "Proposed Sublicense"). The Sublicense Offer shall include a
           -------------------
          copy of the letter of intent or equivalent document executed
          by Novartis and the applicable non-Affiliate third party
          setting forth a summary of the material terms of the
          Proposed Sublicense. In the event Organogenesis (a) declines
          the Sublicense Offer or (b) fails to accept the Sublicense
          Offer within thirty (30) days after Organogenesis' receipt
          thereof, in the cases of either (a) or (b), the Sublicense
          Offer shall terminate and Novartis shall be permitted to
          enter into a sublicense agreement with the applicable non-
          Affiliate third party on terms and conditions which, taken
          as a whole, are no more favorable to such non-Affiliate
          third party than those contained in the Sublicense Offer.


5.   The following shall be inserted as Article 2.5:

                                       4
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              2.5  Technical Information: Organogenesis shall disclose to
                   ---------------------
          Novartis the Product Technical Information within thirty
          (30) days of the Effective Date. Organogenesis and Novartis
          shall further disclose to one another all Product Technical
          Information hereafter developed or acquired by either party
          during the term of this Agreement. The parties shall also
          disclose to one another reimbursement studies, market
          research and manufacture and distribution plans developed or
          acquired by either party with respect to Product prior to
          the Effective Date or during the term of this Agreement.
          Organogenesis warrants that preclinical testing, including
          safety testing, within the Product Technical Information has
          been carried out according to Good Laboratory Practice, and
          that clinical testing within the Product Technical
          Information has been carried out according to Good Clinical
          Practice. If Novartis purchases the Vitrix Option or the
          Vercutis Matrix Option, as the case may be: (a)
          Organogenesis shall disclose to Novartis the Vitrix
          Technical Information and/or the Vercutis Matrix Technical
          Information, as applicable, within thirty (30) days of the
          respective Vitrix Option Notice Date or the Vercutis Matrix
          Option Notice Date; and (b) Organogenesis and Novartis shall
          further disclose to one another all Vitrix Technical
          Information or Vercutis Matrix Technical Information
          developed or acquired by either party from and after the
          applicable Vitrix Option Notice Date or Vercutis Matrix
          Option Notice Date through the expiration of the applicable
          Vitrix Option Period (or Vitrix Option Extension Period, if
          applicable) or Vercutis Matrix Option Period (or Vercutis
          Matrix Option Extension Period, if applicable); and (c)
          Organogenesis shall warrant to Novartis, as of the Vitrix
          Option Notice Date or Vercutis Matrix Option Notice Date, as
          the case may be, that the preclinical testing, including
          safety testing, within the Vitrix Technical Information or
          Vercutis Matrix Technical Information, as the case may be,
          required to be disclosed to Novartis pursuant to clauses (a)
          and (b) above has been carried out according to Good
          Laboratory Practice, and that clinical testing within the
          Vitrix Technical Information or Vercutis Matrix Technical
          Information, as the case may be, required to be disclosed to
          Novartis pursuant to said clauses (a) and (b) has been
          carried out according to Good Clinical Practice.

6.   Article 3 of the Amended LSA is deleted in its entirety and is replaced
     with the following:

          ARTICLE 3. OPTIONS FOR VITRIX AND VERCUTIS MATRIX
          -------------------------------------------------

          3.1  Vitrix Option.
               -------------

                                       5
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               3.1.1   Right to Purchase Vitrix Option. During the
                       -------------------------------
          period commencing on the Effective Date of this Amendment
          and continuing up to and including *** (the "Purchase
                                                       --------
          Period"), Novartis shall have the right to purchase from
          ------
          Organogenesis, and, upon exercise of such right by Novartis
          by providing written notice thereof to Organogenesis,
          Organogenesis shall grant to Novartis, upon the terms and
          subject to the conditions set forth herein, an option (the
          "Vitrix Option") to negotiate with Organogenesis for an
           -------------
          exclusive license, within the Field of Use, of Vitrix under
          the Vitrix Patent Rights and Vitrix Technical Information
          (the "Vitrix License"). The exercise of the Vitrix Option
                --------------
          and the scope, terms and conditions of any such Vitrix
          License shall be subject to negotiation by the parties in
          accordance with Article 3.1.3. Notwithstanding anything
          contained herein to the contrary, neither Organogenesis nor
          any Affiliate thereof shall, during the Purchase Period and,
          if and only if Novartis timely exercises its right to
          purchase the Vitrix Option, prior to the expiration of the
          *** period (the "Vitrix Option Period") commencing on the
                           --------------------
          date Organogenesis receives from Novartis written notice of
          Novartis' election to purchase the Vitrix Option (the
          "Vitrix Option Notice Date"), (a) enter into any agreement
           -------------------------
          with any third party with respect to a license of Vitrix
          within the Field of Use under any of the Vitrix Patent
          Rights or Vitrix Technical Information (other than any grant
          of rights under the Vitrix Patent Rights or Vitrix Technical
          Information by Organogenesis to any such third party solely
          for research and development, clinical trials or other non-
          commercial purposes), or (b) engage, directly or indirectly,
          in the sale or marketing of Vitrix within the Field of Use;
          provided, that in no event shall Organogenesis initiate,
          --------
          continue or otherwise engage in any discussions or
          negotiations with respect to a license of Vitrix within the
          Field of Use under the Vitrix Patent Rights or Vitrix
          Technical Information during the *** day period prior to the
          expiration of the Vitrix Option Period or any applicable
          Vitrix Option Extension Period (as hereinafter defined).

               3.1.2   Vitrix Consideration.  In the event Novartis
                       --------------------
          elects to purchase the Vitrix Option, Novartis shall pay to
          Organogenesis, as full consideration for the Vitrix Option,
          an amount equal to *** of the Vitrix Costs (as hereinafter
          defined) incurred during the period commencing on the
          Effective Date of this Amendment and continuing up to and
          including the date of expiration of the Vitrix Option Period
          (or, if Novartis exercises its right to extend the Vitrix
          Option Period, then up to and including the date of the
          expiration of the Vitrix Option Extension Period), up to ***
          (the "Vitrix Consideration"). The "Vitrix Costs" shall mean
                --------------------         ------------
          the research and development and clinical trial costs
          incurred in good

                                       6
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          faith by Organogenesis with respect to Vitrix (other than
          costs relating solely to applications of Vitrix outside of
          the Field of Use), based on schedules to be prepared by
          Organogenesis in accordance with GAAP and certified by
          Organogenesis' Chief Financial Officer as having been
          prepared in good faith. With respect to the period
          commencing on the Vitrix Option Notice Date and ending on
          the last day of the calendar quarter in which the Vitrix
          Option Notice Date falls and with respect to each succeeding
          calendar quarter until the expiration of the Vitrix Option
          Period (or, if Novartis exercises its right to extend the
          Vitrix Option Period, then up to and including the date of
          expiration of the Vitrix Option Extension Period),
          Organogenesis shall submit to Novartis on a quarterly basis
          and within thirty (30) days after the end of each such
          quarter (each, a "Vitrix Submission Period") such invoices,
                            ------------------------
          receipts and other written documentation reasonably
          requested by Novartis (and which is in Organogenesis'
          possession or Organogenesis can obtain without unreasonable
          effort or expense), including without limitation the
          schedules referred to above (collectively, the "Vitrix
                                                          ------
          Documentation"), setting forth in reasonable detail the
          -------------
          Vitrix Costs incurred during such just-ended Vitrix
          Submission Period (or, with respect to the first such Vitrix
          Submission Period, such Vitrix Costs incurred during the
          period from the Effective Date of this Amendment up to the
          expiration of such first Vitrix Submission Period). Novartis
          shall pay to Organogenesis an amount equal to such Vitrix
          Costs within thirty (30) days after Novartis' receipt of the
          Vitrix Documentation corresponding to each Vitrix Submission
          Period.

              3.1.3   Negotiation of Vitrix License. Commencing
                      -----------------------------
          ***, Novartis may exercise the Vitrix Option by providing
          written notice thereof to Organogenesis. Promptly
          thereafter, the parties shall negotiate in good faith and on
          an exclusive basis to enter into a Vitrix License, the terms
          of which may include any one or more of a license fee,
          guaranteed minimum payments and/or a percentage split of
          sales, as well as such other terms and conditions of a
          license agreement as the parties may agree; provided, that a
          failure of the parties to execute and deliver a license
          agreement for Vitrix shall not in and of itself constitute a
          failure to negotiate in good faith. In the event the parties
          are unable to execute and deliver a license agreement for
          Vitrix (a "Vitrix License Agreement") prior to the
                     ------------------------
          expiration of the Vitrix Option Period, Novartis may, by
          providing written notice thereof to Organogenesis prior to
          such expiration, extend the Vitrix Option Period at no
          additional cost for an additional *** days after such
          expiration or until the parties execute and deliver a Vitrix
          License Agreement, whichever occurs first (the "Vitrix
                                                          ------
          Option Extension
          ----------------


                                       7
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          Period"). In the event the parties are unable to execute and
          ------
          deliver a Vitrix License Agreement prior to the expiration
          of the Vitrix Option Extension Period, the Vitrix Option
          shall terminate and Organogenesis may thereafter negotiate
          and enter into an agreement to license rights to Vitrix
          under the Vitrix Patent Rights and Vitrix Technical
          Information to one or more third parties. If, following the
          termination of the Vitrix Option, Organogenesis seeks to
          enter into such an agreement with respect to a license of
          Vitrix within the Field of Use with one or more third
          parties during the term of this Agreement, Organogenesis
          shall offer in writing to Novartis the right to match the
          terms of the Vitrix License Agreement proposed to be entered
          into with each such third party (the "Third Party Vitrix
                                                ------------------
          Offer"). Such offer to Novartis shall include a copy of the
          -----
          letter of intent or equivalent document executed by
          Organogenesis and the applicable third party setting forth a
          summary of the material terms of the Third Party Vitrix
          Offer (the "Vitrix Letter of Intent"). In the event Novartis
                      -----------------------
          declines such offer or otherwise fails to accept such offer
          within sixty (60) days after Novartis' receipt thereof (in
          each case, a "Vitrix Non-Acceptance"), Organogenesis shall
                        ---------------------
          be permitted to enter into a license agreement for Vitrix
          with the applicable third party in accordance with the terms
          and conditions of the Third Party Vitrix Offer. In the event
          of a Vitrix Non-Acceptance, if the terms and conditions of
          the final license agreement for Vitrix between Organogenesis
          and the applicable third party are amended or otherwise
          altered so that they differ materially from those set forth
          in the Vitrix Letter of Intent, prior to executing and
          delivering such final license agreement Organogenesis shall
          offer to Novartis in writing the right to license Vitrix on
          the same terms and conditions as set forth in such final
          license agreement. In the event Novartis declines such offer
          or otherwise fails to accept such offer within ten (10) days
          after Novartis' receipt thereof, Organogenesis shall be
          permitted to execute and deliver such final license
          agreement.

               3.1.4   Right to Reimbursement. Without limitation to
                       ----------------------
          Novartis' rights under Article 3.1.3, in the event the
          parties do not execute and deliver a Vitrix License
          Agreement pursuant to Article 3.1.3, Organogenesis shall
          return to Novartis (a) *** if, during the *** period
          commencing on the day after expiration of the Vitrix Option
          Period or applicable Vitrix Option Extension Period,
          Organogenesis or an Affiliate thereof directly sells or
          markets Vitrix commercially within the Field of Use anywhere
          in the Territory; or (b) *** if, during the *** period
          commencing on the day after expiration of the Vitrix Option
          Period or applicable Vitrix Option Extension Period,
          Organogenesis enters into one or more license agreements for
          Vitrix within the Field of Use with any third

                                       8
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          party or parties (other than any license solely for research
          and development, clinical trials or other non-commercial
          purposes); provided, however, that (x) in the event
                     --------  -------
          Organogenesis is required to return to Novartis *** under
          clause (b) above subsequent to Organogenesis having been
          required to return to Novartis the amount required under
          clause (a) above (and having actually made the entirety of
          such payment), Organogenesis shall only be required to return
          to Novartis ***, and (y) in no event shall Organogenesis be
          required under this Article 3.1.4 to return to Novartis an
          aggregate of more than ***. Organogenesis shall pay to
          Novartis any amounts required to be paid by Organogenesis
          under this Article 3.1.4 on or before thirty (30) days after
          the date of the relevant sale or marketing of Vitrix under
          clause (a) above (the "Vitrix Sale/Marketing Date") or on or
                                ----------------------------
          before *** days after the effective date of the first such
          license agreement for Vitrix under clause (b) above.
          Notwithstanding the foregoing, Organogenesis may pay to
          Novartis any amount required to be paid by Organogenesis with
          respect to clause (a) above subsequent to the expiration of
          *** days after the Vitrix Sale/Marketing Date, but in any
          event shall pay all such amounts prior to the expiration of
          *** days after the Vitrix Sale/Marketing Date ***.

          3.2  Vercutis Matrix Option.
               ----------------------

               3.2.1   Right to Purchase Vercutis Matrix Option.
                       ----------------------------------------
          During the Purchase Period, Novartis shall have the right to
          purchase from Organogenesis, and, upon exercise of such
          right by Novartis by providing written notice thereof to
          Organogenesis, Organogenesis shall grant to Novartis, upon
          the terms and subject to the conditions set forth herein, an
          option (the "Vercutis Matrix Option") to negotiate with
                       ----------------------
          Organogenesis for an exclusive license, within the Field of
          Use, of Vercutis Matrix under the Vercutis Matrix Patent
          Rights and Vercutis Matrix Technical Information (the
          "Vercutis Matrix License"). The exercise of the Vercutis
           -----------------------
          Matrix Option and the scope, terms and conditions of any
          such Vercutis Matrix License shall be subject to negotiation
          by the parties in accordance with Article 3.2.3.
          Notwithstanding anything contained herein to the contrary,
          neither Organogenesis nor any Affiliate thereof shall,
          during the Purchase Period and, if and only if Novartis
          timely exercises its right to purchase the Vercutis Matrix
          Option, prior to the expiration of the *** period (the
          "Vercutis Matrix Option Period") commencing on the date
           -----------------------------
          Organogenesis receives from Novartis written notice of
          Novartis' election to purchase the Vercutis Matrix Option
          (the "Vercutis Matrix Option Notice Date"), (a) enter into
                ----------------------------------
          any agreement with any third party with respect to a license
          of Vercutis Matrix within

                                       9
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          the Field of Use under any of the Vercutis Matrix Patent
          Rights or Vercutis Matrix Technical Information (other than
          any grant of rights under the Vercutis Matrix Patent Rights
          or Vercutis Matrix Technical Information by Organogenesis to
          any such third party solely for research and development,
          clinical trials or other non-commercial purposes), or (b)
          engage, directly or indirectly, in the sale or marketing of
          Vercutis Matrix within the Field of Use; provided, that in
                                                   --------
          no event shall Organogenesis initiate, continue or otherwise
          engage in any discussions or negotiations with respect to a
          license of Vercutis Matrix within the Field of Use under the
          Vercutis Matrix Patent Rights or Vercutis Matrix Technical
          Information during the *** day period prior to the
          expiration of the Vercutis Matrix Option Period or any
          applicable Vercutis Matrix Option Extension Period (as
          hereinafter defined).

               3.2.2   Vercutis Matrix Consideration.  In the event
                       -----------------------------
          Novartis elects to purchase the Vercutis Matrix Option,
          Novartis shall pay to Organogenesis, as full consideration
          for the Vercutis Matrix Option, an amount equal to *** of
          the Vercutis Matrix Costs (as hereinafter defined) incurred
          during the period commencing on the Effective Date of this
          Amendment and continuing up to and including the date of
          expiration of the Vercutis Matrix Option Period (or, if
          Novartis exercises its right to extend the Vercutis Matrix
          Option Period, then up to and including the date of the
          expiration of the Vercutis Matrix Option Extension Period),
          up to *** (the "Vercutis Matrix Consideration"). In the
                          -----------------------------
          event Organogenesis receives from the FDA or the CPMP,
          within *** after the Vercutis Matrix Option Notice Date, PMA
          Approval for any indications within the Field of Use sought
          by Organogenesis with respect to Vercutis Matrix (the
          "Vercutis Matrix Approval"), the maximum amount payable by
           ------------------------
          Novartis to Organogenesis as Vercutis Matrix Consideration
          shall be increased to *** (the "Increased Maximum") and,
                                          -----------------
          subject to the Increased Maximum, Novartis shall be
          responsible for *** of the Vercutis Matrix Costs. The
          "Vercutis Matrix Costs" shall mean the research and
           ---------------------
          development and clinical trial costs incurred in good faith
          by Organogenesis with respect to Vercutis Matrix (other than
          costs relating solely to applications of Vercutis Matrix
          outside of the Field of Use), based on schedules to be
          prepared by Organogenesis in accordance with GAAP and
          certified by Organogenesis' Chief Financial Officer as
          having been prepared in good faith. With respect to the
          period commencing on the Vercutis Matrix Option Notice Date
          and ending on the last day of the calendar quarter in which
          the Vercutis Matrix Option Notice Date falls and with
          respect to each succeeding calendar quarter until the
          expiration of the Vercutis Matrix Option Period (or, if
          Novartis

                                       10
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          exercises its right to extend the Vercutis Matrix
          Option Period, then up to and including the date of
          expiration of the Vercutis Matrix Option Extension
          Period), Organogenesis shall submit to Novartis on a
          quarterly basis and within thirty (30) days after the
          end of each such quarter (each, a "Vercutis Matrix
                                             ---------------
          Submission Period") such invoices, receipts and other
          -----------------
          written documentation reasonably requested by Novartis
          (and which is in Organogenesis' possession or
          Organogenesis can obtain without unreasonable effort or
          expense), including without limitation the schedules
          referred to above (collectively, the "Vercutis Matrix
                                                ---------------
          Documentation"), setting forth in reasonable detail the
          -------------
          Vercutis Matrix Costs incurred during such just-ended
          Vercutis Matrix Submission Period (or, with respect to
          the first such Vercutis Matrix Submission Period, such
          Vercutis Matrix Costs incurred during the period from
          the Effective Date of this Amendment up to the
          expiration of such first Vercutis Matrix Submission
          Period). Novartis shall pay to Organogenesis an amount
          equal to such Vercutis Matrix Costs within thirty (30)
          days after Novartis' receipt of the Vercutis Matrix
          Documentation corresponding to each Vercutis Matrix
          Submission Period. In addition, if Organogenesis
          receives Vercutis Matrix Approval, Novartis shall pay
          to Organogenesis, within thirty (30) days after receipt
          of notice thereof from Organogenesis, an amount equal
          to ***.

               3.2.3   Negotiation of Vercutis Matrix License.
                       --------------------------------------
          Commencing ***, Novartis may exercise the Vercutis
          Matrix Option by providing written notice thereof to
          Organogenesis. Promptly thereafter, the parties shall
          negotiate in good faith and on an exclusive basis to
          enter into a Vercutis Matrix License, the terms of
          which may include any one or more of a license fee,
          guaranteed minimum payments and/or a percentage split
          of sales, as well as such other terms and conditions of
          a license agreement as the parties may agree; provided,
          that a failure of the parties to execute and deliver a
          license agreement for Vercutis Matrix shall not in and
          of itself constitute a failure to negotiate in good
          faith. In the event the parties are unable to execute
          and deliver a license agreement for Vercutis Matrix (a
          "Vercutis Matrix License Agreement") prior to the
           ---------------------------------
          expiration of the Vercutis Matrix Option Period,
          Novartis may, by providing written notice thereof to
          Organogenesis prior to such expiration, extend the
          Vercutis Matrix Option Period at no additional cost for
          an additional *** days after such expiration or until
          the parties execute and deliver a Vercutis Matrix
          License Agreement, whichever occurs first (the
          "Vercutis Matrix Option Extension Period"). In the
           ---------------------------------------
          event the parties are unable to execute and deliver a
          Vercutis Matrix License Agreement prior to the
          expiration of the Vercutis Matrix Option

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          Extension Period, the Vercutis Matrix Option shall
          terminate and Organogenesis may thereafter negotiate
          and enter into an agreement to license rights to
          Vercutis Matrix under the Vercutis Matrix Patent Rights
          and Vercutis Matrix Technical Information to one or
          more third parties. If, following the termination of
          the Vercutis Matrix Option, Organogenesis seeks to
          enter into such an agreement within the Field of Use
          with one or more third parties during the term of this
          Agreement, Organogenesis shall offer in writing to
          Novartis the right to match the terms of the Vercutis
          Matrix License Agreement proposed to be entered into
          with each such third party (the "Third Party Vercutis
                                           --------------------
          Matix Offer"). Such offer to Novartis shall include a
          -----------
          copy of the letter of intent or equivalent document
          executed by Organogenesis and the applicable third
          party setting forth a summary of the material terms of
          the Third Party Vercutis Matrix Offer (the "Vercutis
                                                      --------
          Matrix Letter of Intent"). In the event Novartis
          -----------------------
          declines such offer or otherwise fails to accept such
          offer within sixty (60) days after Novartis' receipt
          thereof (in each case, a "Vercutis Matrix Non-
                                    --------------------
          Acceptance"), Organogenesis shall be permitted to enter
          ----------
          into a license agreement for Vercutis Matrix with the
          applicable third party in accordance with the terms and
          conditions of the Third Party Vercutis Matrix Offer. In
          the event of a Vercutis Matrix Non-Acceptance, if the
          terms and conditions of the final license agreement for
          Vercutis Matrix between Organogenesis and the
          applicable third party are amended or otherwise altered
          so that they differ materially from those set forth in
          the Vercutis Matrix Letter of Intent, prior to
          executing and delivering such final license agreement
          Organogenesis shall offer to Novartis in writing the
          right to license Vercutis Matrix on the same terms and
          conditions as set forth in such final license
          agreement. In the event Novartis declines such offer or
          otherwise fails to accept such offer within ten (10)
          days after Novartis' receipt thereof, Organogenesis
          shall be permitted to execute and deliver such final
          license agreement.

               3.2.4   Right to Reimbursement. Without limitation
                       ----------------------
          to Novartis' rights under Article 3.2.3, in the event
          the parties do not execute and deliver a Vercutis
          Matrix License Agreement pursuant to Article 3.2.3,
          Organogenesis shall return to Novartis (a) *** if,
          during the *** period commencing on the day after
          expiration of the Vercutis Matrix Option Period or
          applicable Vercutis Matrix Option Extension Period,
          Organogenesis or an Affiliate thereof directly sells or
          markets Vercutis Matrix commercially within the Field
          of Use anywhere in the Territory; or (b) *** if, during
          the *** period commencing on the day after expiration
          of the Vercutis Matrix Option Period or applicable
          Vercutis Matrix Option Extension Period, Organogenesis
          enters into one or more license

                                       12
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          agreements for Vercutis Matrix within the Field of Use
          with any third party or parties (other than any license
          solely for research and development, clinical trials or
          other non-commercial purposes); provided, however, that
                                          --------  -------
          (x) in the event Organogenesis is required to return to
          Novartis *** under clause (b) above subsequent to
          Organogenesis having been required to return to
          Novartis the amount required under clause (a) above
          (and having actually made the entirety of such
          payment), Organogenesis shall only be required to
          return to Novartis ***, and (y) in no event shall
          Organogenesis be required under this Article 3.2.4 to
          return to Novartis ***. Organogenesis shall pay to
          Novartis any amounts required to be paid by
          Organogenesis under this Article 3.2.4 on or before ***
          days after the date of the relevant sale or marketing
          of Vercutis Matrix under clause (a) above (the
          "Vercutis Matrix Sale/Marketing Date") or on or before
           -----------------------------------
          thirty (30) days after the effective date of the first
          such license agreement for Vercutis Matrix under clause
          (b) above. Notwithstanding the foregoing, Organogenesis
          may pay to Novartis any amount required to be paid by
          Organogenesis with respect to clause (a) above
          subsequent to the expiration of *** days after the
          Vercutis Matrix Sale/Marketing Date, but in any event
          shall pay all such amounts prior to the expiration of
          *** days after the Vercutis Matrix Sale/Marketing Date
          ***.

7.   Article 4 of the Amended LSA is hereby amended as follows:

     (a)  In the second sentence of Article 4.4, (i) the words "Organogenesis's
          President" shall be deleted and replaced by "Organogenesis' Chief
          Executive Officer", and (ii) the words "Sandoz' Head of Business
          Development" shall be deleted and replaced by "Novartis' Head of
          Transplant, Tissue Engineering and Immunology Business Unit."

     (b)  A new Article 4.8.3 shall be inserted as follows:

                    4.8.3  Product Quality.  Organogenesis agrees
                           ---------------
          that it shall comply with all applicable laws and
          regulations in connection with the manufacture and
          packaging of Product, including, without limitation,
          current Good Manufacturing Practices.

     (c)  A new Article 4.10 shall be inserted as follows:

               4.10 Product Development Payment.  Novartis shall
                    ---------------------------
          pay to Organogenesis, in accordance with Article 7.1,
          an amount equal to *** of the research and development
          and clinical trial costs incurred in good faith by
          Organogenesis during the term of this Agreement, based
          on schedules to be prepared by Organogenesis

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          in accordance with GAAP and certified by Organogenesis'
          Chief Financial Officer as having been prepared in good
          faith, up to a maximum payment by Novartis of *** (the
          "Product Development Payment"), with respect to the
           ---------------------------
          following indications for Product: (a) dermatologic
          (cosmetic) surgery; (b) decubitis ulcers; (c) burn
          therapy; (d) cryopreserved Apligraf; and (e) such other
          indications as are agreed upon unanimously by the JDC
          or its successor committee. The JDC or such successor
          committee shall allocate resources and expenditures
          among such indications; provided, that any expenditures
                                  --------
          shall be subject to the unanimous prior consent of the
          members of the JDC or such successor committee (it
          being agreed that any such consent by the JDC shall
          cover the aggregate amount of expenditures covered by
          such consent and shall not be revoked without the
          unanimous consent of the JDC). Novartis shall have the
          right to review and audit all research and development
          and clinical trials conducted by or on behalf of
          Organogenesis with respect to such indications for
          Product.

8.   Article 5 of the Amended LSA, including Articles 5.2.1 and 5.2.2 as set
     forth in the First Amendment and as further revised, with respect to
     Article 5.2.2, by the Third Amendment, is hereby deleted in its entirety
     and shall be of no further force or effect; provided, that the heading
                                                 --------
     "ARTICLE  5. [DELIBERATELY LEFT BLANK]" shall be retained for section
     --------------------------------------
     numbering purposes.

9.   Article 6 of the Amended LSA is deleted in its entirety and is replaced
     with the following:

          ARTICLE 6. PRODUCT PAYMENT
          --------------------------

               6.1  Product Payment. Subject to Article 6.2,
                    ---------------
          Novartis shall pay to Organogenesis, in accordance with
          Article 7.2, an amount (the "Product Payment") equal to
                                       ---------------
          (a) *** of Net Sales in the Territory by Novartis and
          its Affiliates and sublicensees with respect to sales
          during each Amended Contract Year of up to and
          including *** units of Product, plus (b) *** of Net
          Sales in the Territory by Novartis and its Affiliates
          and sublicensees with respect to incremental sales, if
          any, during each such Amended Contract Year *** units
          of Product; provided, however, that the percentages in
                      --------  -------
          both clauses (a) and (b) shall be decreased by up to
          *** in the event Organogenesis fails to achieve the
          Performance Measures, in accordance with and as further
          set forth in Schedule B attached hereto. Organogenesis
                       ----------
          shall provide to Novartis, within thirty (30) days
          after the end of each calendar quarter during the term
          of the Amended LSA, a reasonably detailed summary of
          Organogenesis' performance and achievements with
          respect to the Performance Measures during the
          corresponding just-ended calendar quarter.

                                       14
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               6.2  Paid-Up License.  For each country in the
                    ---------------
          Territory, following expiration of the last to expire
          of the Product Patent Rights in each such country or
          ten (10) years following the First Commercial Sale of
          Product in that country, whichever is later (the
          "Expiration Date"), Novartis shall have a perpetual,
           ---------------
          non-exclusive, paid-up and royalty-free license, under
          any remaining know-how or other rights of
          Organogenesis, to use and sell Product in that country,
          it being understood that, from and after the Expiration
          Date with respect to any country, Organogenesis shall
          not be obligated to supply Novartis with Product for
          sales in that country unless the parties have executed
          and delivered a supply agreement setting forth the
          terms and conditions upon which Organogenesis will
          supply such Product. After expiration of this Agreement
          according to Article 16.1, and subject to any Supply
          Agreement as contemplated in Article 12.1, Novartis
          shall have a perpetual, non-exclusive, paid-up and
          royalty-free license, under any remaining know-how or
          other rights of Organogenesis, to make or have made
          Product.

               6.3  Unsold Units. In addition to the Product
                    ------------
          Payments referred to in Article 6.1, Novartis shall pay
          Organogenesis *** per unit for each unit of Product
          ordered by Novartis or its Affiliates or sublicensees
          but not sold for commercial use (each such unit, an
          "Unsold Unit"). However, if in any Amended Contract
           -----------
          Year, the number of Unsold Units ordered by Novartis
          and its Affiliates and sublicensees exceeds the Annual
          Limit (as defined below), then Novartis shall pay
          Organogenesis *** per unit (rather than *** per unit)
          for each Unsold Unit in excess of the Annual Limit. As
          used herein, "Annual Limit", for any Amended Contract
                        ------------
          Year, means the greater of (1) *** units or (2) *** of
          the aggregate number of units of Product ordered by
          Novartis and its Affiliates and sublicensees in such
          Amended Contract Year for commercial and non-commercial
          use. For clarification purposes, Unsold Units shall not
          include units provided at no additional cost and units
          provided at a rate of *** per unit in accordance with
          Article 12.5, but shall include returns of units
          originally shipped for commercial use other than
          returns of defective units. Payments for Unsold Units
          pursuant to this Article 6.3, as well as any payment
          for units provided for non-commercial use pursuant to
          Article 12.5, shall be made monthly within thirty (30)
          days after the end of each applicable month.

10.  Article 7 of the Amended LSA is hereby amended as follows:

     (a)  Article 7.1 shall be deleted in its entirety and replaced with the
          following:

                                       15
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               7.1  Product Development Payment. With respect to
                    ---------------------------
          the period commencing on the Effective Date of this
          Amendment and ending on the last day of the calendar
          quarter in which the Effective Date of this Amendment
          falls and with respect to each succeeding calendar
          quarter during the term of the Amended LSA,
          Organogenesis shall submit to Novartis, on a quarterly
          basis and within thirty (30) days after the end of each
          just-ended quarter (each, a "Product Submission
                                       ------------------
          Period"), the invoices, receipts and other written
          ------
          documentation reasonably requested by Novartis (and
          which is in Organogenesis' possession or Organogenesis
          can obtain without unreasonable effort or expense),
          including without limitation the schedules referred to
          in Article 4.10, setting forth in reasonable detail
          Organogenesis' research and development and clinical
          trial costs approved unanimously by the JDC pursuant to
          Article 4.10 and incurred in good faith during such
          just-ended Product Submission Period. Novartis shall
          pay to Organogenesis the Product Development Payment in
          amounts equal to such costs within thirty (30) days
          after the end of each Product Submission Period.

     (b)  Article 7.2 shall be deleted in its entirety and replaced with the
          following:

               7.2  Product Payment. With respect to the calendar
                    ---------------
          month in which the Effective Date of this Amendment
          falls and with respect to each succeeding calendar
          month during the term of the Amended LSA, Novartis
          shall pay to Organogenesis, within *** days after the
          end of each such month, the Product Payment with
          respect to each such month, together with an accounting
          report showing the quantity of Product sold by Novartis
          and its Affiliates or sublicensees in the Territory.
          Novartis may adjust each such monthly payment
          immediately following a calendar quarter during the
          term of the Amended LSA to reflect any reductions
          attributable to the failure by Organogenesis to achieve
          the applicable Performance Measures for such calendar
          quarter or any previous calendar quarter (to the extent
          such adjustment has not already been made) or for any
          other applicable adjustments to the calculation of Net
          Sales for any prior sales of Product (and an accounting
          report showing the calculation of any such deductions
          and/or adjustments shall accompany such payments(s)).

     (c)  Article 7.3 shall be deleted in its entirety and replaced with the
          following:

               7.4  Currency Exchange. The Product Payments provided
                    -----------------
          to Organogenesis shall be made in U.S. Dollars, and for
          Product Payments in respect of Net Sales of Product
          invoiced in currency other than U.S. Dollars, shall be
          determined on the basis of Novartis' monthly standard
          account of sales which represents the

                                       16
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          conversion of all local currency sales to Swiss Francs
          at the average monthly exchange rate of sales. The
          average exchange rate between the Swiss Franc and U.S.
          Dollar shall be the rate published in the London Times
          at the close of business in London on the last ten (10)
          days of the month for which the Product Payments are
          being paid.

     (d)  Article 7.5 shall be deleted in its entirety and replaced with the
          following:

               7.5  Records and Audit.  Each party shall keep accurate
                    -----------------
          records and books of accounts in accordance with GAAP
          consistently applied and containing all the data
          reasonably required for calculation and verification of
          any payments to be made or received hereunder,
          including, without limitation, with respect to the
          Vitrix Consideration, the Vercutis Matrix
          Consideration, the Product Development Payment, the
          Product Payment and any funds disbursed from the
          Drawdown Account. During the term of this Agreement and
          for a period of two (2) years thereafter, each party
          shall retain accounting records of the previous three
          (3) years. At the request of either party (an "Auditing
                                                         --------
          Party"), the other party shall make records available,
          -----
          no more than *** a year, during reasonable working
          hours for review by an independent accounting firm
          acceptable to both parties, at the expense of the
          Auditing Party, for the sole purpose of verifying their
          accuracy. In the event that any such review indicates
          an underpayment of the Product Payment or an
          overpayment of any of the Vitrix Consideration, the
          Vercutis Matrix Consideration, the Product Development
          Payment or the funds disbursed from the Drawdown
          Account (in relation to the use of such funds as set
          forth in documentation provided by Organogenesis to
          Novartis in connection with obtaining Novartis'
          approval of the disbursement thereof) in excess of five
          percent (5%), the expense of the audit shall be paid by
          the non-Auditing Party and the non-Auditing Party shall
          promptly pay to the Auditing Party the amount of such
          underpayment or return to the Auditing Party the amount
          of such overpayment.

     (e)  Article 7.6 shall be deleted in its entirety and replaced with
          the following:

               7.6  Taxes.  All Product Payments required to be paid
                    -----
          to Organogenesis pursuant to this Agreement shall be
          paid with deduction for withholding for or on account
          of any taxes (other than taxes imposed on or measured
          by net income) or similar governmental charge imposed
          by a jurisdiction other than the U.S. ("Withholding
                                                  -----------
          Taxes"). Novartis shall provide Organogenesis a
          -----
          certificate evidencing payment of any Withholding Taxes
          hereunder and provide reasonable assistance to recover
          such taxes.

                                       17
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11.  Article 12 of the Amended LSA is hereby amended as follows:

     (a)  Article 12.4 of the Amended LSA is hereby deleted in its entirety and
          replaced with the following:

               12.4  Payment for Product.  All payments by
                     -------------------
          Novartis to Organogenesis relating to the supply of
          Product to Novartis shall be covered under Article 6
          or, with respect to non-commercial supply, under
          Article 12.5.

     (b)  Article 12.5 of the Amended LSA is hereby deleted in its entirety and
          replaced with the following:


               12.5  Non-Commercial Supply.  During each of the
                     ---------------------
          first *** Amended Contract Years commencing on the
          Effective Date of this Agreement, Organogenesis shall
          provide Novartis, at no additional cost and as Novartis
          may request from time to time, an annual supply of ***
          units of Product for Novartis' non-commercial use. In
          the event Novartis requires units of Product for non-
          commercial use in excess of such annual amount in any
          of the first *** Amended Contract Years or any units of
          Product for non-commercial use at any time subsequent
          to the first *** Amended Contract Years, Organogenesis
          shall provide Novartis with such units of Product at a
          rate equal to *** per unit.

     (c)  A new Article 12.6 shall be inserted as follows:

               12.6  Drawdown Account.  Promptly after the
                     ----------------
          Effective Date of this Amendment, Novartis shall make
          available to Organogenesis an amount of up to *** (the
          "Drawdown Account"), in order to facilitate
           ----------------
          Organogenesis' performance of its manufacturing
          obligations and for the benefit of Novartis, (a) to
          purchase machinery and equipment to upgrade
          Organogenesis' existing U.S. manufacturing facility and
          related manufacturing processes in connection with
          improving the quality of Product manufactured thereby,
          (b) to develop the European manufacturing suite, (c) to
          upgrade Organogenesis' manufacturing facilities or
          construct a new such facility, and (d) to construct
          laboratories and related premises displaced by the
          European manufacturing suite. Organogenesis agrees to
          use commercially practicable efforts to implement such
          upgrades and pursue such development, provided that
          Novartis makes the required funds available pursuant to
          this Article 12.6. In the event Organogenesis seeks any
          disbursement of funds from the Drawdown Account,
          Organogenesis shall provide Novartis with written
          notice thereof, together with schedules to be prepared
          by Organogenesis in accordance with

                                       18
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          GAAP and certified by Organogenesis' Chief Financial
          Officer as having been prepared in good faith setting
          and forth the particulars and details of how such funds
          shall be used, and any other documentation reasonably
          requested by Novartis. Any disbursement of funds shall
          be subject to the prior written consent of Novartis,
          such consent not to be unreasonably withheld,
          conditioned or delayed. The parties agree that consent
          by Novartis pursuant to this Article 12.6 to any
          upgrade or development project shall cover the
          disbursement of the aggregate amount of funding to
          which Novartis has given its consent, whether
          Organogenesis seeks disbursement of such funding in a
          single installment or in multiple installments.

12.  Article 13 of the Amended LSA is hereby amended as follows:

     (a)  The existing text of Article 13 shall be renumbered under the heading:
          "13.1 Distribution."
                ------------

     (b)  A new Article 13.2 shall be added as follows:

               13.2  Direct Billing Costs:  In the event Novartis
                     --------------------
          or any Affiliate thereof alters the distribution or
          billing arrangements for Product, including, without
          limitation, the establishment and operation of a direct
          billing operation, in a manner which results in an
          increase in the per unit sales price invoiced by
          Novartis or any Affiliate thereof for Product (a
          "Revised Distribution Arrangement"), Organogenesis
           --------------------------------
          shall pay to Novartis an amount equal to *** of the
          start-up costs incurred in good faith by Novartis or
          its applicable Affiliate in connection with such
          Revised Distribution Arrangement during the period
          commencing on the Effective Date of this Amendment and
          ending on ***, up to *** of any increase in Net Sales
          attributable to the Revised Distribution Arrangement
          (such amount to be paid by Organogenesis to be
          hereinafter referred to as the "Organogenesis Direct
                                          --------------------
          Billing Costs"). In the event of a Revised Distribution
          -------------
          Arrangement with respect to the period commencing on
          the Effective Date of this Amendment and ending on the
          last day of the calendar quarter in which the Effective
          Date of this Amendment falls and with respect to each
          succeeding calendar quarter until ***, Novartis shall
          submit to Organogenesis on a quarterly basis and within
          thirty (30) days after the end of each such quarter
          such invoices, receipts and other documentation
          reasonably requested by Organogenesis and which is in
          Novartis' possession or which Novartis can obtain
          without unreasonable effort or expense (the
          "Distribution Cost Documentation") setting forth in
           -------------------------------
          reasonable detail the Organogenesis Direct Billing
          Costs incurred during such just-ended three (3) month
          period. Organogenesis shall pay to Novartis

                                       19
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          an amount equal to such Organogenesis Direct Billing
          Costs within *** days after Organogenesis' receipt of
          the Distribution Cost Documentation corresponding to
          each such three (3) month period.

13.  Without limitation to Section 20 of this Amendment, the parties hereby
     expressly reaffirm the confidentiality obligations set forth in Article 15
     of the LSA.  In addition, the parties hereby agree that neither party shall
     be permitted to issue any press release or announcement relating to this
     Amendment without having provided the other party with a copy of the
     proposed press release or announcement and without the prior written
     consent of the other party, such consent not to be unreasonably withheld,
     conditioned or delayed.  Notwithstanding the foregoing, the parties agree
     that Organogenesis may issue the press release attached hereto as Schedule
                                                                       --------
     C and that Organogenesis may disclose to third parties the information
     -
     contained in such press release without the need for further approval by
     Novartis.

14.  Article 16.4 of the Amended LSA and Schedule C thereto are hereby deleted
     in their entirety and replaced with the following:

               16.4.  Permissive Termination: Novartis may terminate
                      ----------------------
          this Agreement upon ninety (90) days written notice in
          the event it discontinues development of Product for
          reasons in Novartis' reasonable judgment related to
          safety or efficacy of the Product, or in the event ***.

15.  Article 18.4 of the Amended LSA is hereby deleted in its entirety and
     replaced with the following:

               18.4   Assignment.
                      ----------

                      18.4.1  General.  This Agreement, including
                              -------
               any rights under or relating to this Agreement,
               shall not be assignable in whole or in part by
               either party to any third party without the
               written consent of the other party hereto except
               that (a) Novartis may assign any or all of its
               rights and obligations under this Agreement,
               without the consent of Organogenesis, to a
               designated Affiliate of Novartis or as provided in
               Article 18.4.2, and (b) either party may assign
               all of its rights and obligations under this
               Agreement to an entity that acquires all or
               substantially all of the business or assets of
               such party, whether by merger, reorganization,
               acquisition, sale or otherwise, without the
               consent of the other party hereto, provided,
               however that if Novartis assigns its rights and
               obligations to an Affiliate pursuant to clause (a)
               above, any further assignment by such Affiliate to
               an acquiring entity shall be permitted under
               clause (b) only if such entity acquires all or
               substantially all of the business or assets of
               Novartis and such Affiliate. For purposes of this
               Article 18, the sale to a non-Affiliate third
               party of the stock of an Affiliate to which any

                                       20
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          rights or obligations under this Agreement have been assigned shall
          constitute an assignment of such Affiliate's rights and obligations
          under this Agreement to such non-Affiliate third party, if the sale of
          such stock shall cause such Affiliate to cease to be an Affiliate
          immediately after the effectiveness of such sale. This Agreement shall
          be binding upon and inure to the benefit of any permitted assignee,
          and any such assignee shall agree to perform the obligations of the
          assignor. In the event Novartis assigns its rights under this
          Agreement, including in accordance with Article 18.4.2: (x) if such
          assignment includes rights to market and sell Product in the U.S.,
          Novartis shall include as part of the terms and conditions of such
          assignment the assignment of all of Novartis' right, title and
          interest in and to U.S. Trademark Reg. No. 2,164,413, including any
          goodwill symbolized thereby; and (y) if such assignment includes
          rights to market and sell Product in any country or countries other
          than the U.S., Novartis shall include as part of the terms and
          conditions of such assignment, the assignment of all of Novartis'
          right, title and interest in and to any trademarks used by Novartis
          solely in connection with the sale of Product in such country or
          countries and any goodwill symbolized thereby.

                    18.4.2  Assignment by Novartis.  Except as provided in
                            ----------------------
          clause (b) of Article 18.4.1, Novartis shall not assign any or all of
          its rights and obligations under this Agreement to a non-Affiliate
          third party prior to ***. In the event Novartis seeks to assign any or
          all of its rights and obligations under this Agreement to a non-
          Affiliate third party on *** or at any time thereafter, Novartis shall
          offer to Organogenesis in writing (the "Organogenesis Offer") the
                                                  -------------------
          right to acquire and assume such rights and obligations *** (the
          "Third Party Assignment Offer") ***. If Organogenesis accepts the
           ----------------------------
          Organogenesis Offer, Organogenesis shall pay Novartis all of the
          consideration payable to Novartis in connection therewith in cash;
          provided, that Organogenesis shall not be required to pay any of such
          --------
          consideration prior to the later of (a) sixty (60) days following the
          date of such acceptance, or (b) the date on which the non-Affiliate
          third party would have been required to make such payment pursuant to
          the Third Party Assignment Offer. Notwithstanding the foregoing, in
          the event the consideration to be paid by such non-Affiliate third
          party pursuant to the Third Party Assignment Offer includes any non-
          cash consideration (the "Non-Cash Consideration"), Novartis shall
                                   ----------------------
          determine on a good faith basis the cash value of the Non-Cash
          Consideration in order to determine the cash consideration to be paid
          by Organogenesis pursuant to the corresponding Organogenesis Offer.
          The Organogenesis Offer shall include a

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          copy of the letter of intent or equivalent document executed by
          Novartis and the applicable third party setting forth a summary of the
          material terms of the Third Party Assignment Offer (the "Assignment
                                                                   ----------
          Letter of Intent") and, in the event the consideration to be paid
          ----------------
          includes Non-Cash Consideration, information setting forth in
          reasonable detail Novartis' determination of the cash value of such
          Non-Cash Consideration and the calculations and assumptions underlying
          such determination of cash value. In the event Organogenesis disagrees
          with Novartis' determination of the cash value of the Non-Cash
          Consideration, the parties shall confer in good faith to mutually
          agree on such cash value, and in the event the parties are unable to
          agree on such cash value despite conferring in good faith, the cash
          value of the Non-Cash Consideration shall be determined in accordance
          with Article 18.4.3. In the event Organogenesis (a) declines the
          Organogenesis Offer or (b) otherwise fails to accept the Organogenesis
          Offer within sixty (60) days after Organogenesis' receipt thereof, or
          (c) if there is any disagreement between the parties as to the cash
          value of any Non-Cash Consideration, within thirty (30) days after the
          parties agree upon the cash value of the Non-Cash Consideration or
          such cash value is determined in accordance with Article 18.4.3, in
          the cases of each of (a), (b) or (c) (each such case, an "Assignment
                                                                    ----------
          Non-Acceptance"), the Organogenesis Offer shall terminate and Novartis
          --------------
          shall be permitted to assign all of its rights and obligations under
          this Agreement to the applicable non-Affiliate third party in
          accordance with the terms and conditions of the Third Party Assignment
          Offer ***. In the event of an Assignment Non-Acceptance, if the terms
          and conditions of the final agreement setting forth the assignment to
          the applicable non-Affiliate third party of Novartis' rights and
          obligations under this Agreement are amended or otherwise altered so
          that they differ materially from those set forth in the Assignment
          Letter of Intent, prior to executing and delivering such final
          agreement Novartis shall offer to Organogenesis in writing the right
          to acquire and assume such rights and obligations ***. In the event
          Organogenesis declines such offer or otherwise fails to accept such
          offer within ten (10) days after Organogenesis' receipt thereof,
          Novartis shall be permitted to execute and deliver such final
          agreement.

                    18.4.3  Appraisal of Non-Cash Consideration.  In the event
                            -----------------------------------
          the parties are unable to agree on the cash value of the Non-Cash
          Consideration despite conferring in good faith as set forth in Article
          18.4.2, each of Novartis and Organogenesis shall designate a separate
          valuation firm (the "Novartis Appraiser" and the "Organogenesis
                               ------------------           -------------
          Appraiser", respectively) to determine the cash value of the Non-Cash
          ---------
          Consideration. On the thirtieth (30th) day

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          after designation of the respective Appraisers, the Novartis Appraiser
          and the Organogenesis Appraiser shall each deliver to both parties
          hereto their respective appraisals of the Non-Cash Consideration. If
          the higher of the two appraisals is no more than one hundred ten
          percent (110%) of the lower of the two appraisals, the cash value of
          the Non-Cash Consideration shall be the average of the two appraisals;
          otherwise, the Novartis Appraiser and the Organogenesis Appraiser
          shall promptly select a third independent valuation firm (the "Third
                                                                         -----
          Appraiser"). If the Third Appraiser is selected as provided in the
          ---------
          preceding sentence, then by no later than ten (10) days after the
          designation of the Third Appraiser, the Third Appraiser shall select
          either the Novartis Appraiser's appraisal or the Organogenesis
          Appraiser's appraisal and the amount of the appraisal so selected
          shall be deemed to be the cash value of the Non-Cash Consideration.
          Each party shall pay the fees and expenses of its own appraiser, and
          if a Third Appraiser is engaged, the fees and expenses of the Third
          Appraiser shall be shared equally by the parties.

16.  Novartis shall have the right, at its expense, to have an employee or other
     representative thereof located on a full time basis at Organogenesis' U.S.
     manufacturing facility in Canton, Massachusetts to oversee the
     manufacturing process for Product, including Organogenesis' compliance with
     the Performance Measures, and to monitor the improvements to be made to
     such facility.  Organogenesis will provide such employee or representative
     of Novartis with an office and related equipment and support services
     consistent with industry standards (such as a telephone and office
     furniture and access to photocopiers and fax machines and the like) and
     reasonable access during normal business hours to the manufacturing
     facility in order to perform such oversight and monitoring duties.

17.  Novartis agrees that it shall perform its obligations under Section *** of
     that certain Stock Purchase Agreement, dated as of even date herewith,
     between Novartis and Organogenesis, subject to the terms and conditions set
     forth therein.

18.  Novartis shall have no obligation to make any payments to Organogenesis
     with respect to Product, Vitrix or Vercutis Matrix other than as expressly
     provided in the Amended LSA and in any license agreement that may be
     executed and delivered by the parties with respect to Vitrix or Vercutis
     Matrix.

19.  Each party warrants and represents that it possesses all right, title,
     interest and authority necessary to enter into this Amendment, perform its
     obligations hereunder and to grant the rights embodied herein.  Each party
     further warrants and represents that there are no outstanding agreements,
     contracts, or government restrictions by which the rights or interests
     granted hereunder would be invalid, compromised or rendered unlawful.

20.  Except as modified hereby, all terms and conditions of the Amended LSA
     shall remain in full force and effect.

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21.  The parties acknowledge that Novartis' participation in the JDC shall not,
     in and of itself, be construed as granting Novartis the right to exercise
     control over Organogenesis.

                                       24
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          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
on the date first above written.

NOVARTIS PHARMA, AG                          ORGANOGENESIS INC.


/s/ W. Drummond Paris                        /s/ Philip M. Laughlin
_________________________________            __________________________
W. Drummond Paris                            Philip M. Laughlin
Head, Transplant, Tissue Engineering         President and Chief Executive
 and Immunology Business Unit                Officer


/s/ Kimberly Urdahl
_________________________________
Kimberly Urdahl
Senior Legal Counsel, Transplant,
 Tissue Engineering and Immunology
 Business Unit

                                       25
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                                  SCHEDULE A1
                                  -----------
                              VITRIX PATENT RIGHTS

                                      ***

                                      A-1
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                                  SCHEDULE A2
                                  -----------

                         VERCUTIS MATRIX PATENT RIGHTS

                                      A-2

                                      ***
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                                  SCHEDULE B
                                  ----------

                  PERFORMANCE MEASURES: REDUCTIONS TO PRODUCT
                      PAYMENT AS PERCENTAGE OF NET SALES

                                      ***

                                      B-1