EX-4.1 AMENDMENT AGREEMENT



 





Exhibit 4.1




AMENDMENT AGREEMENT




     AMENDMENT AGREEMENT (this “Agreement”) dated as of November 12, 2007 between Tutogen Medical,
Inc., a Florida corporation, and Computershare Trust Company, N.A., a federally chartered trust
company, as successor rights agent to Computershare Investor Services, LLC (the “Rights Agent”).



     WHEREAS, the Company and Rights Agent have previously entered into a Rights Agreement, dated
as of July 16, 2002 (“Rights Agreement”); and



     WHEREAS, the parties desire to amend the Rights Agreement, pursuant to Section 27 thereof, as
set forth herein;



     NOW THEREFORE, in consideration of the premises and mutual agreements herein set forth, the
parties hereby agree as follows:




     Section 1. Amendment. That the following be added at the end of Section 1.(a)
of the Rights Agreement:



“Notwithstanding anything herein to the contrary, neither Regeneration Technologies,
Inc., a Delaware company (“RT”), nor Rockets FL Corp., a Florida company (“RFC”)
shall be deemed to be an Acquiring Person by virtue of entering into, or
consummation of the transactions contemplated by, the Agreement and Plan of Merger
by and among the Company, RFC, and RT, dated as of November 12, 2007 (the “RT Merger
Agreement”), including but not limited to, where applicable, the acquisition of
Common Shares by such persons or entities pursuant to the RT Merger Agreement.”




     Section 2. Amendment. That the following be added at the end of Section 2
of the Rights Agreement:



“, upon ten (10) days notice to the Rights Agent. The Rights Agent shall have no
duty to supervise, and shall in no event be liable for, the acts or omissions of any
such co-Rights Agent.”




     Section 3. Amendment. That the following be added after the first sentence of
Section 21 of the Rights Agreement:



“In the event the transfer agency relationship in effect between the Company and the
Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically
and be discharged from its duties under this Agreement as of the effective date of such
termination, and the Company shall be responsible for sending any required notice.”




     Section 4. Amendment. That the following be added after the term “surplus” in
Section 21 of the Rights Agreement:



“, along with its Affiliates,”




 









 









     Section 5. Amendment. That the following be added as a new section 34 of the
Rights Agreement:



“Section 34. Force Majeure. Notwithstanding anything to the contrary contained
herein, the Rights Agent shall not be liable for any delays or failures in performance
resulting from acts beyond its reasonable control including, without limitation, acts of
God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or
malfunction of computer facilities, or loss of data due to power failures or mechanical
difficulties with information storage or retrieval systems, labor difficulties, war, or
civil unrest.”




     Section 6. Ratification. The parties hereby ratify and confirm in all respects
the Rights Agreement, as amended by this Agreement.




     Section 7. Governing Law. This Agreement shall be deemed to be a contract made
under the laws of the State of Florida and for all purposes shall be governed by and
construed in accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state.




     Section 8. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the same
instrument.




     Section 9. Descriptive Headings. Descriptive headings of the several Sections
of this Agreement are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.



[Signature page follows.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be fully executed and
attested, all as of the day and year first above written.



	 	 	 	 	 
	 	TUTOGEN MEDICAL, INC.

 	 
	 	By:  	/s/ Guy
L. Mayer	 
	 	 	Name:  	Guy L. Mayer 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.

 	 
	 	By:  	/s/ Dennis
V. Moccia	 
	 	 	Name:  	Dennis V. Moccia 	 
	 	 	Title:  	Managing Director	 
	 




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