exv4w15



 




EXHIBIT 4.15


COMMON STOCK REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement is made and entered into as of April
19, 2004 (this “Agreement”), by and among ReGen Biologics, Inc., a
Delaware corporation (the “Company”) and each of the holders of the
Common Stock, par value $0.01 of the Company (the “Common Stock”) listed
on Schedule 1 attached hereto (individually, a “Stockholder” and,
collectively, the “Stockholders”).



     WHEREAS, the Company, the holders of the Series A Convertible Preferred
Stock, par value $0.01 per share, of the Company (the “Series A
Preferred”) and the holders of the Series C Convertible Preferred Stock,
par value $0.01 per share, of the Company (the “Series C Preferred”) are
parties to that certain Amended and Restated Registration Rights Agreement
dated September 30, 2003 (the “Prior Rights Agreement”) providing for
certain registration rights; and



     WHEREAS, pursuant to the terms of the Common Stock Purchase Agreement,
dated as of April 19, 2004 by and among the Company and the Purchasers named
therein (the “Common Stock Purchase Agreement”), the Company has agreed
to provide to the purchasers of such Common Stock certain registration rights
under the 1933 Act with respect to shares of the Company’s Common Stock.



     Now, therefore, the parties hereto agree as follows:



     1. Definitions; Certain Rules of Construction. Certain capitalized
terms are used in this Agreement with the specific meanings defined below in
this Section 1. Except as otherwise explicitly specified to the contrary or
unless the context clearly requires otherwise, (a) the capitalized term Section
refers to sections of this Agreement, (b) the capitalized term Exhibit refers
to exhibits to this Agreement, (c) references to a particular Section include
all subsections thereof, (d) the word including shall be construed as including
without limitation, (e) references to a particular statute or regulation
include all rules and regulations thereunder and any successor statute,
regulation or rules, in each case as from time to time in effect, (f) words in
the singular or plural form include the plural and singular form, respectively,
and (g) references to a particular Person include such Person’s successors and
assigns to the extent not prohibited by this Agreement.



     1.1. 1933 Act means the Securities Act of 1933, as amended, and all
regulations thereunder.



 









 





     1.2. 1934 Act means the Securities Exchange Act of 1934, as
amended, and all regulations thereunder.



     1.3. Board of Directors means the Board of Directors of the
Company.



     1.4. Common Stock means the Company’s common stock, par value $.01
per share, and other securities issued in respect of shares of Common Stock.
The number of shares of Common Stock covered by this Agreement and owned by
each Stockholder is set forth opposite such Stockholder’s name on Schedule
1.



     1.5 Common Stock Initiating Holder is defined in Section 2.1.



     1.6. Common Stock Registrable Securities means (i) any shares of
Common Stock of the Company issued or issuable to the Stockholders pursuant to
the Common Stock Purchase Agreement and (ii) any shares of Common Stock or
other capital stock issuable upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event with respect to any of
the foregoing after the date hereof, excluding in all cases, however, any
Common Stock Registrable Securities sold by a Person in a transaction in which
rights under this Agreement are not assigned in accordance with this Agreement
or any Common Stock Registrable Securities able to be sold to the public or
pursuant to Rule 144(k).



     1.7 Company is defined in the recitals to this Agreement.



     1.8. Company Indemnitees is defined in Section 2.8(b).



     1.9. Expiration Date means the fifth anniversary of the date of
this Agreement.



     1.10. Form S-1, Form S-3, and Form S-4 mean such
respective registration forms in effect on the date hereof (or any successor
registration forms subsequently adopted by the SEC) under the 1933 Act.



     1.11. Holder means (a) any Person that owns, or has the right to
acquire, Common Stock Registrable Securities and (b) any assignee thereof in
accordance with Section 2.12.



     1.12. Holder Indemnitee is defined in Section 2.8(a).



     1.13. Indemnitee means each of the Company Indemnitees and the
Holder Indemnitees.



     1.14. Initial Registration Statement is defined in Section 2.2(b).



 









 





     1.15. Lock-Up Period shall have the meaning set forth in the
Lock-Up Agreement between the Company and the Stockholders dated as of the same
date as this Agreement.



     1.16. Ninety Day Withdrawal Provision is defined in Section 2.3.



     1.17. Person means any present or future natural person or any
corporation, association, partnership, joint venture, limited liability, joint
stock or other company, business trust, trust, organization, business or
government or any governmental agency or political subdivision thereof.



     1.18. Prior Rights Holder means the holders of the Series A
Preferred and Series C Preferred who are a party to the Prior Rights Agreement.



     1.19. register, registered and registration refer to
a registration effected by preparing and filing a registration statement or
similar document in compliance with the 1933 Act and the automatic
effectiveness, or the declaration or ordering of effectiveness, of such
registration statement or document.



     1.20. Registrable Securities means (i) Common Stock Registrable
Securities and (ii) any shares with respect to which the Company is obligated
to provide registration rights pursuant to the Prior Rights Agreement.



     1.21. Rule 144 is defined in Section 2.10(a).



     1.22. SEC means the Securities and Exchange Commission.



     1.23. Significant Stockholder is defined in Section 2.12.



     1.24. Stockholder and Stockholders are defined in the
recitals to this Agreement.



     1.25. Violation means, with respect to any registration statement
which includes any Common Stock Registrable Securities:




     (a) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto;




     (b) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not
misleading; or



 









 







     (c) any violation or alleged violation by the Company of the 1933
Act, the 1934 Act, any state securities law or any rule or regulation
promulgated under the 1933 Act, the 1934 Act or any state securities law
in connection with any matter relating to such registration statement.






	2	 	Registration Rights.
	 
	2.1.	 	Demand Registration.
	 
	 	 	(a) At any time after the date that is 150 days after the closing
of the Common Stock Purchase Agreement, if the Company shall
receive a written request from the Holders of not less than 25% of
the Common Stock Registrable Securities then outstanding and
entitled to registration rights under this Section 2 held by the
Common Stockholders (the “Common Stock Initiating Holders”)
that the Company effect the registration under the 1933 Act of an
amount of Common Stock Registrable Securities set forth in the
written request, then the Company shall, within ten days of the
receipt thereof, give written notice of such request to all
Holders. Such Holders shall have the right, by giving written
notice to the Company within 20 days from receipt of the Company’s
notice, to elect to have included in such registration such of
their Common Stock Registrable Securities as such Holders may
request in such notice of election. Subject to the limitations of
this Section 2.1, the Company shall use commercially reasonable
efforts to effect such a registration statement as soon as
practicable and in any event to file a registration statement
under the 1933 Act within forty-five (45) days of the receipt of
such request if the Company is eligible to use Form S-3 or, if the
Company is not eligible to use Form S-3, within sixty (60) days of
such request, covering all the Common Stock Registrable Securities
which the Holders shall in writing request to be included in such
registration and to use commercially reasonable efforts to have
such registration statement become effective. The registration
statement filed pursuant to the request of the Common Stock
Initiating Holders may, subject to the cutback provisions of
Section 2.1(b) below, include other securities of the Company that
are held by officers and directors of the Company, or that are
held by Persons who, by virtue of agreements with the Company, are
entitled to include their securities in any such registration
	 
	 	 	(b) If the Common Stock Initiating Holders intend to distribute
the Common Stock Registrable Securities covered by their request
by means of an underwriting, they shall so advise the Company as
part of their




 









 












	 	 	request made pursuant to this Section 2.1 and the
Company shall include such information in the written notice
referred to in Section 2.1(a). In such event, the right of any
Holder to include its Common Stock Registrable Securities in such
registration shall be conditioned upon such Holder’s participation
in such underwriting and the inclusion of such Holder’s Common
Stock Registrable Securities in the underwriting (unless otherwise
mutually agreed by a majority in interest of the Initiating
Holders and such Holder) to the extent provided herein. All
Holders proposing to distribute their securities through such
underwriting shall (together with the Company as provided in
Section 2.3(d)) enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such
underwriting by a majority in interest of the Common Stock
Initiating Holders and approved by the Board of Directors, which
approval shall not be unreasonably withheld. Notwithstanding any
other provision of this Section 2.1, if, in the case of a
registration requested pursuant to Section 2.1, the underwriter
advises the Company and the Initiating Holders in writing that
marketing factors require a limitation of the number of shares to
be underwritten, then the Company shall so advise all Holders of
Common Stock Registrable Securities which would otherwise be
underwritten pursuant hereto, and all securities other than Common
Stock Registrable Securities sought to be included in the
underwriting shall first be excluded. If further reduction is
required, the number of Common Stock Registrable Securities that
may be included in the underwriting shall be reduced pro rata
among all Holders thereof desiring to participate in such
underwriting (according to the number of Common Stock Registrable
Securities then held by each such Holder). No Common Stock
Registrable Securities requested by any Holder to be included in a
registration pursuant to Section 2.1 shall be excluded from the
underwriting unless all securities other than Common Stock
Registrable Securities are first excluded.
	 
	 	 	(c)  The Company is obligated to effect only two (2) registrations
pursuant to Section 2.1, counting for this purpose only a
registration which has been declared effective.
	 
	 	 	(d)  Notwithstanding the provisions of this Section 2.1, in the
event that the Company is requested to file any registration
statement pursuant to Section 2.1:






	(i)	 	    The Company shall not be obligated to effect
the filing of such registration statement in any particular
jurisdiction in which the Company would be required to
qualify to do business or to




 









 






	 	 	execute a general consent to
service of process in effecting such registration,
qualification or compliance;
	 
	(ii)	 	    the Company shall not be obligated to effect
the filing of such registration statement during the period
starting with the date sixty (60) days prior to the date of
the Company’s good faith estimate of the filing of, and
ending on a date one hundred eighty (180) days following the
effective date of any other registration statement pertaining
to a public offering of securities for the account of the
Company; and
	 
	(iii)	 	    if the Company shall furnish to the Common
Stock Initiating Holders a certificate signed by the
President of the Company stating that, in the good faith
judgment of the Board of Directors, it would not be in the
best interests of the Company and its stockholders generally
for such registration statement to be filed, the Company
shall have the right to defer such filing for a period of not
more than one hundred twenty (120) days after receipt of the
request of the relevant Common Stock Initiating Holders;
provided, however, that the Company may not
utilize the right set forth in this Section 2.1(d)(iii) more
than once in any 12-month period. Such certificate and any
information disclosed therein shall be deemed confidential
information of the Company and each of the Holders agrees not
to disclose such information except, to the extent required,
to its legal and financial advisors, and then only to the
extent such advisors agree to be bound by this
confidentiality provision.






	(e)	 	     Each registration requested pursuant to Section 2.1 shall be
effected by the filing of a registration statement on Form S-3 (if
applicable) (or if such form is not available, Form S-1 or any other
form which includes substantially the same information (other than
information which is incorporated by reference) as would be required
to be included in a registration statement on such form as currently
constituted), unless another form would be equally effective.
	 
	2.2.	 	Incidental Registration.
	 
	(a)	 	  If the Company proposes to register any of its capital stock
under the 1933 Act, whether for its own account or for the account
of stockholders other than the Holders (other than a registration relating solely
to the sale of securities to participants in a Company stock plan,
a registration on




 









 













	 	 	Form S-4 or a registration relating to a
transaction covered by Rule 145 under the 1933 Act, or a
registration in which the only equity securities being registered
are shares of Common Stock issuable upon conversion of debt
securities or newly issued convertible preferred stock being
registered as part of a primary offering), the Company shall, each
such time, promptly give each Holder written notice of such
registration. Upon the written request of any Holder given within
twenty (20) days after mailing of such notice by the Company, the
Company shall, subject to the provisions of Section 2.7, use
commercially reasonable efforts to cause a registration statement
covering all of the Common Stock Registrable Securities that each
such Holder has requested to be registered to become effective
under the 1933 Act. Except as otherwise set forth herein, the
Company shall be under no obligation to complete any offering of
its securities it proposes to make and shall incur no liability to
any Holder for its failure to do so.
	 
	 	(b)	    The Prior Rights Holders have requested that the Company file
a registration statement covering certain shares of the Company’s
Series A Preferred and the Series C Preferred pursuant to the terms
of the Prior Right Agreement. The Company hereby gives notice, as
required by Section 2.2(a), of its intention to use commercially
reasonable efforts to cause such registration statement (the
“Initial Registration Statement”) to be filed. Any Holder shall
have the right to request the registration of such Holder’s shares
by completing Exhibit A attached hereto, or may waive the
right to such registration by completing Exhibit B attached
hereto. The Holders acknowledge that the registration of the Series
A Preferred and the Series C Preferred shares is subject to the
terms and conditions of the Prior Rights Agreement and the
incidental registration rights of the Holders provided by Section
2.2(a) are dependent upon the completion of such registration.





     2.3. Obligations of the Company. Whenever required under this
Section 2 to use commercially reasonable efforts to effect the registration of
any Common Stock Registrable Securities, the Company shall, as expeditiously as
reasonably possible, prepare and file with the SEC a registration statement
with respect to such Common Stock Registrable Securities and use commercially
reasonable efforts to cause such registration statement to become effective,
and, upon the request of the Holders of a majority of the Common Stock
Registrable Securities to be registered thereunder, keep such registration
statement effective for up to one hundred twenty (120) days, or, in the
case of the Initial Registration Statement, for up to one year,
provided, that in the event the Board of Directors of the Company
determines that it is in the best interest of the



 









 






Company to raise additional funds pursuant to one or more private placements of shares of the
Company, the Company may elect not to keep any such registration statement effective for up
to two (2) periods of up to ninety (90) days each in order to complete such
private placement(s) in compliance with state and federal securities laws,
provided, further, that the Company shall not cause the Initial
Registration Statement to become ineffective until the later to occur (the
“Ninety Day Withdrawal Provision”) of (i) ninety (90) days after the
Lock-Up Period expires or (ii) ninety (90) days after the effectiveness of such
Initial Registration Statement, provided, further, that the
period that the Company is obligated to keep any such registration statement
effective will be extended by that number of days that any such registration
statement was not effective as a result of the Company’s actions in
relationship to such private placements; provided, further, that
in the case of any registration of Common Stock Registrable Securities on Form
S-3 that are intended to be offered on a continuous or delayed basis, such 120
day period will be extended, if necessary, to keep the registration statement
effective until all such Common Stock Registrable Securities are sold;
provided, further, that (i) Rule 415, or any successor rule
promulgated under the 1933 Act, permits an offering on a continuous or delayed
basis, and (ii) applicable rules under the 1933 Act governing the obligation to
file a post-effective amendment permit, in lieu of filing a post-effective
amendment which (x) includes any prospectus required by Section 10(a)(3) of the
1933 Act, or (y) reflects facts or events representing a material or
fundamental change in the information set forth in the registration statement,
the incorporation by reference in the registration statement of information
required to be included in (x) or (y) above to be contained in periodic reports
filed pursuant to Section 13 or 15(d) of the 1933 Act. In addition, the
Company shall:




     (a) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with
such registration statement, and use commercially reasonable efforts to
cause each such amendment and supplement to become effective, as may be
necessary to comply with the provisions of the 1933 Act with respect to
the disposition of all securities covered by such registration statement;




     (b) furnish to the Holders such reasonable number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the 1933 Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Common Stock
Registrable Securities owned by them;




     (c) use commercially reasonable efforts to register or qualify the
securities covered by such registration statement under such other
securities or blue sky laws of such states and jurisdictions as shall be
reasonably requested by the Holders, except that the Company shall not be
required in connection therewith or as a condition thereto to qualify to
do business or file a general


 









 




consent to service of process or subject
itself to taxation in any such state or jurisdiction;




     (d) in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering, and
generally provide its cooperation with such managing underwriter,
including making available members of senior management for the
underwriters’ “road show” presentations; provided, however,
that each Holder participating in such underwriting shall also enter into
and perform its obligations under such an underwriting agreement,
including furnishing any opinion of counsel or entering into a lock-up
agreement reasonably requested by the managing underwriter;




     (e) notify each Holder of Common Stock Registrable Securities
covered by such registration statement, at any time when a prospectus
relating thereto covered by such registration statement is required to be
delivered under the 1933 Act, of the happening of any event as a result
of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances
then existing and promptly file such amendments and supplements which may
be required pursuant to Section 2.3(a) on account of such event and use
commercially reasonable efforts to cause each such amendment and
supplement to become effective;




     (f) use its commercially reasonable efforts to furnish, at the
request of any Holder requesting registration of Common Stock Registrable
Securities pursuant to this Section 2, on the date that such Common Stock
Registrable Securities are delivered to the underwriters for sale in
connection with a registration pursuant to this Section 2, if such
securities are being sold through underwriters, or if not, on the date
that the registration statement with respect to such securities becomes
effective, (i) an opinion or opinions, dated such date, of the counsel
representing the Company for the purposes of such registration, in form
and substance as is customarily given by company counsel to the
underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to the Holders requesting registration of
Common Stock Registrable Securities and (ii) a letter dated such date,
from the independent certified public
accountant of the Company, in form and substance as is customarily
given by independent certified public accountants to underwriters in an
underwritten public offering, addressed to the underwriters, if any, and
to the Holders requesting registration of Common Stock Registrable
Securities;



 









 






     (g) apply for listing and use commercially reasonable efforts to
list the Common Stock Registrable Securities being registered on any
national securities exchange on which a class of the Company’s equity
securities is listed or, if the Company does not have a class of equity
securities listed on a national securities exchange, apply for
qualification and use commercially reasonable efforts to qualify the
Common Stock Registrable Securities being registered for inclusion on the
automated quotation system of the National Association of Securities
Dealers, Inc. if a class of the Company’s equity securities are already
so qualified; and




     (h) take all necessary action to the extent commercially reasonable,
including the filing of post-effective amendments, to permit the Holders
to include their Common Stock Registrable Securities in such registration
in accordance with the terms of this Section 2.




	 	2.4.	 	Furnish Information.






     (a) It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Section 2 in respect of the
Common Stock Registrable Securities of any selling Holder that such
selling Holder shall furnish to the Company such information regarding
itself, the Common Stock Registrable Securities held by it, and the
intended method of disposition of such Common Stock Registrable
Securities as shall be required to effect the registration of such Common
Stock Registrable Securities. The Company shall have no responsibility
to any selling Holder, to the extent such selling Holder fails to provide
such information in a timely manner, and if the Company, acting
reasonably, determines it appropriate, the Company may delay the filing
of any such registration statement until the Holder provides such
information or exclude the Holder’s securities from the registration.




     (b) No Holder shall distribute any prospectus or make any offer to
sell (or solicit any offer to purchase) or sell any Registrable
Securities in a transaction covered by a prospectus from and after the
time that the Company notifies the Holder that the prospectus fails to
state a material fact, contains a material misstatement or fails to state
a fact necessary in order to make the statements included in the
prospectus not misleading until the Company has provided a revised,
amended or supplemented prospectus that corrects the misstatement or
omission and, if so directed by the Company, each Holder will deliver to
the Company (at the Company’s expense) all copies of the prospectus
covering such Registrable Securities that is current at the time of the
receipt of the notice then in the Holder’s possession, excluding one file
copy which may be retained by the Holder.



 









 






     (c) Each Holder shall comply with the prospectus delivery
requirements of the Securities Act in connection with offers to sell,
solicitations of offers to purchase, and sales of Registrable Securities
in connection with any offer or sale pursuant to a registration
statement.



     2.5. Expenses of Demand Registration. The Company shall bear all
expenses relating to Common Stock Registrable Securities incurred in connection
with each registration, filing or qualification pursuant to Section 2.1,
including all registration, filing and qualification fees, printing and
accounting fees, fees and disbursements of counsel for the Company and the
reasonable fees and disbursements of one counsel for the selling Holders;
provided, however, that all underwriting discounts and
commissions, if any, and transfer taxes relating to Common Stock Registrable
Securities included in any registration effected pursuant to Section 2.1 will
be borne and paid ratably by the Holders of such Common Stock Registrable
Securities.



     2.6. Expenses of Company Registration. The Company shall bear and
pay all expenses incurred in connection with any registration, filing or
qualification of Common Stock Registrable Securities with respect to any
registration pursuant to Section 2.2 for each Holder, including all
registration, filing and qualification fees, printing and accounting fees, fees
and disbursements of counsel for the Company and the reasonable fees and
disbursements of one counsel for the selling Holders; provided,
however, that all underwriting discounts and commissions, if any, and
transfer taxes relating to Common Stock Registrable Securities included in any
registration effected pursuant to Section 2.2 will be borne and paid ratably by
the Holders of such Common Stock Registrable Securities.



     2.7. Underwriting Requirements. In connection with any offering
involving an underwriting of securities being issued by or for the account of
the Company, the Company shall not be required under Section 2.2 to include any
of the Holders’ securities in such underwriting unless such Holders accept the
terms of the underwriting as agreed upon between the Company and the
underwriters selected by it, and then only in such quantity, if any, as will
not, in the good faith opinion of the underwriters, adversely affect the
success of the offering by the Company. If the managing underwriter for the
offering shall advise the Company in writing that the total amount of
securities, including Registrable Securities, requested to be included in such
offering exceeds the amount of securities to be sold that can be successfully
offered, then the Company shall be required to include in the offering only
that number of such securities, including Registrable Securities, which the managing underwriter
determines in its sole discretion will not adversely affect the success of the
offering. The securities so included in the offering will be reduced as
follows:








 




     (a) first, all securities which stockholders other than the Company,
the Prior Rights Holders and the Holders seek to include in the offering
shall be excluded from the offering to the extent limitation on the
number of shares included in the underwriting is required; and




     (b) if further limitation on the number of shares to be included in
the offering is required after elimination of all shares held by selling
stockholders other than Prior Rights Holders and the Holders of Common
Stock Registrable Securities, then the shares held by the Prior Rights
Holders shall be included pursuant to the terms of the Prior Rights
Agreement, and thereafter, the securities that may be included in the
underwriting by the Holders shall be included but shall be reduced pro
rata among the selling Holders in accordance with the number of shares of
Common Stock Registrable Securities held by each such Holder.



For purposes of the preceding sentence concerning apportionment, for any
selling stockholder which is a Holder of Common Stock Registrable Securities
and which is a partnership or a corporation, the partners, retired partners and
stockholders of such Holder, or the estates and family members of such partners
and retired partners and any trusts for the benefit of any of the foregoing
persons shall collectively be deemed to be a “selling Holder,” and any pro rata
reduction with respect to such “selling Holder” shall be based upon the
aggregate number of shares carrying registration rights owned by all entities
and individuals included in such “selling Holder,” as defined in this sentence.



     2.8. Indemnification. In the event any Common Stock Registrable
Securities are included in a registration statement under this Section 2:




     (a) The Company will indemnify and hold harmless each Holder, the
officers, directors, partners, agents and employees of each Holder, any
underwriter (as defined in the 1933 Act) for such Holder and each Person,
if any, who controls, or is controlled by, such Holder or underwriter
within the meaning of the 1933 Act or the 1934 Act (collectively, the
“Holder Indemnitees”), against any losses, claims, damages or
liabilities (joint or several) to which they may become subject under the
1933 Act, the 1934 Act or any other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any Violation. The Company will reimburse
each Holder Indemnitee for any legal or other expenses reasonably
incurred by such Holder Indemnitee in connection with investigating or
defending any such loss, claim, damage, liability or action. The indemnity
agreement contained in this Section 2.8(a) shall not apply to amounts
paid in settlement of any loss, claim, damage, liability or action if
such settlement is effected without the consent of the Company (which
consent shall not be unreasonably withheld), nor shall the



 









 





Company be
liable to any Holder Indemnitee in any such case for any such loss,
claim, damage, liability or action (i) to the extent that it arises out
of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in
connection with such registration by or on behalf of such Holder
Indemnitee; or supplied by another Holder or (ii) in the case of a sale
directly by a Holder of Common Stock Registrable Securities (including a
sale of such Common Stock Registrable Securities through any underwriter
retained by such Holder engaging in a distribution solely on behalf of
such Holder), such untrue statement or alleged untrue statement or
omission or alleged omission was contained in a preliminary prospectus
and corrected in a final or amended prospectus which was timely delivered
to such Holder, and such Holder failed to deliver a copy of the final or
amended prospectus at or prior to the confirmation of the sale of the
Common Stock Registrable Securities to the Person asserting any such
loss, claim, damage or liability in any case in which such delivery is
required by the 1933 Act.




     (b) Each Holder that includes any Common Stock Registrable
Securities in any registration statement (i) will indemnify and hold
harmless the Company, each of its directors, each of its officers who
have signed the registration statement, each Person, if any, who controls
or is controlled by the Company within the meaning of the 1933 Act or the
1934 Act, each agent and any underwriter for the Company, and any other
Holder or other stockholder selling securities in such registration
statement or any of its directors, officers, partners, agents or
employees or any Person who controls such Holder or such other
stockholder or such underwriter within the meaning of the 1933 Act or the
1934 Act (collectively, the “Company Indemnitees”), against any
losses, claims, damages or liabilities (joint or several) to which any
Company Indemnitee may become subject under the 1933 Act, the 1934 Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based
upon any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with
written information furnished by or on behalf of such Holder expressly
for use in connection with such registration and (ii) will reimburse any
legal or other expenses reasonably incurred by any Company Indemnitee in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the liability
of any Holder hereunder shall be limited to the amount of net proceeds
(after deduction of all underwriters’ discounts and commissions paid by
such Holder in connection with the registration in question) received by such Holder in the
offering giving rise to the Violation, less the aggregate purchase price
of the Holder’s Common Stock Registrable Securities; and provided,
further, that the indemnity agreement contained in this Section
2.8(b) shall not apply to amounts paid in settlement of any such loss,
claim,



 









 





damage, liability or action if such settlement is effected without
the consent of such Holder (which consent shall not be unreasonably
withheld) nor, in the case of a sale directly by the Company of its
securities (including a sale of such securities through any underwriter
retained by the Company to engage in a distribution solely on behalf of
the Company), shall such Holder be liable to the Company in any case in
which such untrue statement or alleged untrue statement or omission or
alleged omission was contained in a preliminary prospectus and corrected
in a final or amended prospectus, and the Company failed to deliver a
copy of the final or amended prospectus at or prior to the confirmation
of the sale of the securities to the Person asserting any such loss,
claim, damage or liability in any case in which such delivery is required
by the 1933 Act.




     (c) Promptly after receipt by any Company Indemnitee or Holder
Indemnitee (collectively, the “Indemnitees”) under this Section
2.8 of notice of the commencement of any action (including any
governmental action), such Indemnitee will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 2.8,
deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate
in, and, to the extent the indemnifying party so desires, jointly with
any other indemnifying party similarly noticed, to assume and control the
defense thereof with counsel mutually satisfactory to the parties;
provided, however, that such Indemnitee (together with all
other Indemnitees which may be represented without conflict by one
counsel) shall have the right to retain its own counsel, with the
reasonable fees and expenses to be paid by the indemnifying party, if
representation of such Indemnitee by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential
differing interests, as reasonably determined by either party, between
such Indemnitee and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action,
shall relieve such indemnifying party of any liability to the Indemnitee
under this Section 2.8, but only to the extent that the failure to notify
the indemnifying party is prejudicial to the indemnifying party’s ability
to defend such action, but the omission so to deliver written notice to
the indemnifying party will not relieve it of any liability that it may
have to such Indemnitee otherwise than under this Section 2.8.




     (d) The obligations of the Company and the Holders under this
Section 2.8 shall survive the completion of any offering of Common Stock
Registrable Securities in a registration statement whether under this
Section 2 or otherwise.




     (e) If the indemnification provided for in this Section 2.8 is held
by a court of competent jurisdiction to be unavailable to a party that
would have been



 









 





an Indemnitee under this Section 2.8 in respect of any
losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) referred to herein, then each party that would have been
an indemnifying party hereunder shall, in lieu of indemnifying such
Indemnitee, contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) in such proportion as is
appropriate to reflect the relative fault of such indemnifying party, on
the one hand, and such Indemnitee, on the other hand, in connection with
the statements or omissions which resulted in such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof).
The relative fault of the indemnifying party and the Indemnitee shall be
determined by reference to, among other things, whether the Violation
relates to information supplied by such indemnifying party or such
Indemnitee and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such Violation. The
parties agree that it would not be just and equitable if contribution
pursuant to this Section 2.8(e) were determined by pro rata allocation or
by any other method of allocation which does not take account of the
equitable considerations referred to in the preceding sentence. The
amount paid or payable by a contributing party as a result of the losses,
claims, damages or liabilities (or actions or proceedings in respect
thereof) referred to above in this Section 2.8(e) shall include any legal
or other expenses reasonably incurred by such Indemnitee in connection
with investigating or defending any such action or claim. No Person
guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. The liability
of any Holder of Registrable Securities in respect of any contribution
obligation of such Holder (after deduction of all underwriters’ discounts
and commissions paid by such Holder in connection with the registration
in question) arising under this Section 2.8(e) shall not in any event
exceed an amount equal to the net proceeds to such Holder from the
disposition of the Common Stock Registrable Securities disposed of by
such Holder pursuant to such registration, less the aggregate purchase
price of the Holder’s Common Stock Registrable Securities.
Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement
entered into in connection with an underwritten public offering are in
conflict with the foregoing provisions, the provisions of the
underwriting agreement will control with respect to the rights and obligations of
each of the parties to the underwriting agreement.




	 	2.9.	 	Reports Under Securities Exchange Act of 1934.






     (a) With a view to making available to the Holders the benefits of
Rule 144 promulgated under the 1933 Act (“Rule 144”) and any other
rule or



 









 





regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public without registration, the
Company agrees to:




     (i) use commercially reasonable efforts to make and keep
public information available, as those terms are understood and
defined in Rule 144, at all times so long as the Company remains
subject to the periodic reporting requirements under Section 13 or
15(d) of the 1934 Act; and




     (ii) use commercially reasonable efforts to file with the SEC
in a timely manner all reports and other documents required of the
Company under the 1933 Act and the 1934 Act.



     2.10. Lock-up Agreements. If requested by the Company and the
managing underwriter, each Holder, if registering any Common Stock Registrable
Securities or any other securities of the Company pursuant to a registration
statement that includes the Company’s public offering of the Company’s
securities for the Company’s account, agrees to enter into lock-up agreements
pursuant to which such Holder will not, during the seven (7) days prior to, and
for a period of no longer than one hundred eighty days (180) following, the
effective date of such registration statement, offer, sell or otherwise dispose
of any securities of the Company (except Common Stock Registrable Securities
sold pursuant to such registration statement) without the prior consent of the
Company and the underwriter, provided that the executive officers and directors
of the Company enter into such lock-up agreements for the same period and on
the same terms. In addition, each such Holder agrees to execute an agreement,
in the managing underwriter’s standard form, reflecting the foregoing at the
time of the underwritten offering. The provisions of this Section 2.10 shall
be binding upon any transferee or assignee of any Common Stock Registrable
Securities, whether or not such persons are entitled to registration rights
pursuant to Section 2.11. The obligation of the Holders under this Section
2.10 shall terminate on the Expiration Date.



     2.11. Assignment of Registration Rights. The rights to cause the
Company to register Common Stock Registrable Securities pursuant to this
Section 2 may be assigned by any Holder without limitation to an affiliate (as
such term is defined in the 1934 Act); provided, that such affiliate is not an operating company
that is a direct competitor of the Company. In addition, the rights to cause
the Company to register Common Stock Registrable Securities pursuant to this
Section 2 may be assigned by a Holder to a third party transferee who acquires
such Common Stock Registrable Securities, and by such transferee to a
subsequent permitted transferee; provided, that with respect to any such
transfer, either the transferor is a Significant Stockholder immediately prior
to and subsequent to such transfer and the transferee would hold at least five
percent (5%) of the Company’s outstanding Common Stock immediately after such
transfer (on an as



 









 




converted basis), or, in the event the transferor is not a
Significant Stockholder, such transferor transfers in a single transaction to
one party no less than all of the shares subject to such rights held by the
transferor; provided, however, that such transfer does not
constitute a distribution within the meaning of the 1933 Act and is otherwise
effected in accordance with all applicable securities laws. Any transferee to
which rights under this Agreement are transferred, including an affiliate of a
Holder, shall: (i) as a condition to such transfer, deliver to the Company a
written instrument by which such transferee agrees to be bound by the
obligations imposed upon Holders under this Agreement to the same extent as if
such transferee were a Holder under this Agreement; and (ii) be deemed to be a
Holder hereunder. For purposes of this Section 2.11, Significant Stockholder
shall mean any stockholder of the Company holding at least ten percent (10%) of
the Company’s outstanding capital stock (on an as-converted basis) as of the
date the Company is notified of any proposed transfer of securities by such
stockholder.




     2.13. Delay of Registration. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any registration
as a result of any controversy that might arise with respect to the
interpretation or implementation of this Section 2.



     3. Termination. The right of any Holder to request registration or
inclusion in any registration pursuant to this Agreement shall terminate on the
Expiration Date.



     4. Specific Performance. The parties recognize that their
respective rights under this Agreement are unique, and, accordingly, each party
shall, in addition to such other remedies as may be available to it at law or
in equity, have the right to enforce its rights hereunder by actions for
injunctive relief and specific performance to the extent permitted by law.
This Agreement is not intended to limit or abridge any rights of either party
which may exist apart from this Agreement.



     5. Notices. Any notices or other communications required or
permitted hereunder shall be sufficiently given if in writing and delivered in
Person, transmitted by facsimile transmission (fax) or sent by registered or
certified mail (return receipt requested) or recognized overnight delivery service, postage pre-paid,
addressed (a) if to a Holder to such address as such holder shall have
furnished the Company in writing, or, until any such Holder so furnishes an
address to the Company, then to and at the address of the last Holder of such
securities who has so furnished an address to the Company or (b) if to the
Company, to 509 Commerce Street, East Wing, Franklin Lakes, New Jersey, 07417,
to the attention of the Corporate Secretary, or to such other address has such
party may notify to the other parties in writing. A notice or communication
will be effective (i) if delivered in Person or by overnight courier, on the
business day it is delivered, (ii) if transmitted by telecopier, on the
business day of actual confirmed receipt by the addressee thereof, and (iii) if
sent by registered or certified mail, three (3) business days after dispatch.



 









 





     6. Binding Effect; Assignment. This Agreement shall be binding
upon, and inure to the benefit of, the parties and their respective personal
representatives, successors and permitted assigns; provided,
however, that the Company shall not have the right to assign its rights
and obligations hereunder, or any interest herein, without the prior written
consent of the holders of a majority of the Common Stock Registrable Securities
then outstanding.



     7. Course of Dealing; Amendments, Waivers and Consents. No course
of dealing between the parties shall operate as a waiver of any party’s rights
under this Agreement. Each party acknowledges that if any party, without being
required to do so by this Agreement, gives any notice or information to, or
obtains any consent from, the other party, such party shall not by implication
have amended, waived or modified any provision of this Agreement, or created
any duty to give any such notice or information or to obtain any such consent
on any future occasion. No delay or omission on the part of any party in
exercising any right under this Agreement shall operate as a waiver of such
right or any other right hereunder or thereunder. A waiver on any one occasion
shall not be construed as a bar to or waiver of any right or remedy on any
future occasion. No amendment, waiver or consent with respect to this
Agreement shall be binding unless it is in writing and signed by each of the
Company and the holders of a majority of the Common Stock Registrable
Securities then outstanding, provided, however, that the Ninety
Day Withdrawal Provision may be amended and shall be binding upon all the
parties to this Agreement if agreed to in writing by each of the Company and
the holders of at least thirty percent (30%) of the Common Stock Registrable
Securities then outstanding.


     8.
Miscellaneous. If any provision of this Agreement shall be found by
any court of competent jurisdiction to be invalid or unenforceable, the parties
hereby waive such provision to the extent that it is found to be invalid or
unenforceable. Such provision shall, to the maximum extent allowable by law,
be modified by such court so that it becomes enforceable, and, as modified, shall be enforced as any other
provision hereof, all the other provisions hereof continuing in full force and
effect. The headings contained in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation hereof.
This Agreement constitutes the entire understanding of the parties with respect
to the subject matter hereof and supersedes any and all prior understandings
and agreements, whether written or oral, with respect to such subject matter.
This Agreement may be executed in counterparts, which together shall constitute
one and the same instrument. This Agreement shall be governed by and construed
in accordance with the laws (other than the conflict of laws rules) of the
State of Delaware.

 









 





[Signature pages follow]


 









 






SIGNATURE PAGE FOR REGEN BIOLOGICS

COMMON STOCK REGISTRATION RIGHTS AGREEMENT




     IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed by their respective authorized persons as
of the date first indicated above.


	 	 	 	 	 
	 	REGEN BIOLOGICS, INC.

 	 
	 	By:  	/s/ Gerald E. Bisbee, Jr. Ph.D.
 	 
	 	 	Name:  	Gerald E. Bisbee, Jr., Ph.D. 	 
	 	 	Title:  	President and Chief Executive
Officer 	 




	 	 	 
	

	 	STOCKHOLDER:
	 
	 	 
	

	 	If Individual:
	 
	 	 
	

	 	Print Name:
____________________________________
	 
	 	 
	

	 	Signature:
_____________________________________
	 
	 	 
	

	 	If Corporation, Partnership, Limited

Liability

Company or Other Entity:
	 
	 	 
	

	 	Print Name of Entity:
______________________________
	 
	 	 
	

	 	Signature: By:
___________________________________







 









 






SCHEDULE 1 TO THE

COMMON STOCK

REGISTRATION RIGHTS AGREEMENT

FOR REGEN BIOLOGICS



	 	 	 
	 	 	Number of Shares	 	 	 
	Name
	 	Common Stock
	 	 	Dollar Amount Purchased








 









 






EXHIBIT A




EXERCISE OF REGISTRATION RIGHTS




     The undersigned hereby exercises the right to registration pursuant to
Section 2.2(b) of the Agreement this                    day of April, 2004.



     The undersigned has not, within the past three (3) years, held any
position, office, or had any other material relationship with the Company or
any of its predecessors or affiliates.








	 	 	True                     Not True                    
	 
	 	 	If not true, please state the
nature of such
 relationship:                                                    





                                                  The following persons or entities have voting/investment control of the


Registrable Securities being
exercised:_____________________________________________________________________________

__________________________________________________________________________________________

__________________________________________________________________________________________.



AGREED TO AND ACKNOWLEDGED BY:




Print Name of
signatory:_____________________________________




	 
	By:_________________________________________

	Print
Name:_____________________________________

	Print Title:____________________________








Registrable Securities Held:_________________________________


     Registrable Securities Being Exercised:_________________________________





 







 






EXHIBIT B




WAIVER OF REGISTRATION RIGHTS




     The undersigned hereby waives the right to incidental registration
pursuant to Section 2.2(b) the Agreement this                    day of April, 2004.



AGREED TO AND ACKNOWLEDGED BY:




	 	 
	Print Name of signatory:_________________________________

	 
	 	By:_________________________________

	 	Print Name:_________________________________

	 	Print Title:_________________________________








Registrable Securities Held:
__________________________




	 
	Registrable Securities Being Waived:_________________________________