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Exhibit 4.16 REGEN BIOLOGICS, INC.
INCENTIVE STOCK OPTION AGREEMENT This Incentive Stock Option Agreement (this Agreement), dated as of the
Grant Date set forth below, is by and between ReGen Biologics, Inc., a Delaware
corporation (the Corporation), and the employee of the Corporation or its
subsidiary identified below (the Optionee). Optionee:

[             ] Grant Date:
[             ] Number of shares of Common Stock, par value $0.01 per share subject to
option (the Shares):
[             ] Exercise Price per Share:
[             ]

 [NOTE: For 10% shareholders, the
exercise price must be 110% of fair market value, measured on the date of
grant; for other optionees, the exercise price must be 100% of fair market
value.] Vesting:
[             ]
 [NOTE: Under an ISO, no more than $100,000 of options
may become exercisable in any one calendar year. The $100,000 threshold is
determined by looking at the fair market value of the stock underlying the
option as of the date of grant. All ISOs issued to the optionee by a
corporation are aggregated for purposes of this rule.] Optionees Address for Notices:
[            
           
 ] Exhibit A attached hereto is incorporated herein by reference. IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the Grant Date. REGEN BIOLOGICS, INC.By:Title:OPTIONEE[Insert Name]




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EXHIBIT A
TO
REGEN BIOLOGICS, INC.
INCENTIVE STOCK OPTION AGREEMENT 1. Grant of Option. Subject to the provisions of the ReGen Biologics,
Inc. Employee Stock Option Plan (the Plan) and this Agreement, ReGen
Biologics, Inc. (the Corporation) hereby grants to the Optionee the right and
option (the Option) to purchase from the Corporation shares of the
Corporations common stock, par value $0.01 per share (the Shares). The
number of Shares covered by the Option and the exercise price per Share are set
forth on the cover page to this Agreement (the Cover Page). To the maximum
extent permitted, it is intended that the Option shall constitute an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended from time to time, or subsequent comparable statute (the
Code). 2. 
Vesting, Exercisability and Expiration. (a) Except to the extent otherwise provided herein or in the Plan, the
Option shall vest and become exercisable according to the vesting schedule set
forth on the Cover Page. (b) Notwithstanding any other provision hereof, the Option shall expire on
the tenth anniversary of the Grant Date. [NOTE: For 10% shareholders, the
option term is limited to 5 years.] 3. 
Exercise Following Termination of Employment, Consulting or Director
Relationship. If the Optionee ceases Continuous Service as an employee,
consultant or director of the Corporation, the outstanding portion of the
Option shall be exercisable only in accordance with the provisions of this
section. Continuous Service means that the Optionees service with the
Corporation or an Affiliate, whether as an employee, director or consultant,
is not interrupted or terminated. The Optionees Continuous Service shall not
be deemed to have terminated merely because of a change in the capacity in
which the Optionee renders service to the Corporation or an Affiliate as an
employee, consultant or director or a change in the entity for which the
Optionee renders such service, provided that there is no interruption or
termination of the Optionees Continuous Service. For example, a change in
status from an employee of the Corporation to a consultant of an Affiliate or a
director of the Corporation shall not constitute an interruption of Continuous
Service. The Committee or the chief executive officer of the Corporation, in
that partys sole discretion, may determine whether Continuous Service shall be
considered interrupted in the case of any leave of absence approved by that
party, including sick leave, military leave or any other personal leave. The
term Affiliate includes the terms parent corporation and subsidiary
corporation as such terms are defined in Section 424 of the Code. (a) If the Optionees Continuous Service as an employee, consultant or
director for the Corporation is terminated for cause (as defined in the
Plan), the outstanding vested portion of the Option (determined as of the time
at which notice of termination is given to




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the Optionee) shall be and remain exercisable until the first to occur of
(i) the expiration date referred to in Section 2, and (ii) the time at which
notice of termination is given to the Optionee, and the unvested portion of the
Option shall be forfeited. (b) If the Optionees Continuous Service as an employee, consultant or
director for the Corporation is terminated for any reason other than for
cause (as defined in the Plan), the portion of the Option that was unvested
as of such termination shall be forfeited (except to the extent provided
herein) and the unexercised portion of the Option that was vested as of such
termination shall remain exercisable until the first to occur of (i) the
expiration dates referred to in Section 2, and (ii) the expiration of ninety
(90) days from the date the Optionee ceases Continuous Service as an employee,
consultant or director for the Corporation, provided that if the Optionee
ceases Continuous Service as an employee, consultant or director for the
Corporation by reason of death or Disability, the period referred to in this
clause (ii) shall be one year following the date the Optionee ceases Continuous
Service as an employee, consultant or director for the Corporation and any
unvested portion of the Options granted under this Agreement shall become fully
vested and exercisable as of the date of death or the date of termination due
to Disability. If the Optionee dies during the ninety (90) day period
referred to in clause (ii), his or her estate may exercise the Option, but not
later than the earlier of one year after the date of death or the expiration of
the term of the Option. 4. 
Exercise. The Option may be exercised by delivering to the
Corporation at its principal offices a written notice, signed by a person
entitled to exercise the Option, of the election to exercise the Option and
stating the number of Shares to be purchased. Such notice shall be
accompanied by the payment of the full exercise price of the Shares to be
purchased. Upon payment in accordance with the Plan and within the time
period specified by the Corporation of the amount, if any, required to be
withheld for Federal, state and local tax purposes on account of the exercise
of the Option, the Option shall be deemed exercised as of the date the
Corporation received such notice. The Corporation may withhold, or allow the
Optionee to remit to the Corporation, any Federal, state or local taxes
required by law to be withheld with respect to any event giving rise to income
tax liability with respect to the Option. In order to satisfy all or any
portion of such income tax liability, the Optionee may elect to surrender
Shares previously acquired by the Optionee or to have the Corporation withhold
Shares that would otherwise have been issued to the Optionee pursuant to the
exercise of the Option, the number of such withheld or surrendered Shares to be
sufficient to satisfy all or a portion of the income tax liability that arises
upon the event giving rise to income tax liability with respect to the Option.
Payment of the full exercise price shall be (i) in cash, (ii) through the
surrender of previously-acquired Shares having a Fair Market Value equal to the
exercise price of the Option provided that such previously-acquired shares have
been held by the Optionee for at least six months, unless the Committee in its
discretion permits the use of shares held less than six months, (iii) through
the withholding by the Corporation (at the election of the Optionee) of Shares
having a Fair Market Value equal to the exercise price, provided that the
Optionee attests in a manner acceptable to the Committee that he or she holds
previously-acquired Shares equal in number to the number of Shares withheld by
the Corporation and has held such previously-acquired shares for at least six
months, (iv) through the withholding by the Corporation (at the discretion of
the Committee) of Shares having a Fair Market Value equal to the exercise
price, or (v) by a combination of (i), (ii), (iii) and (iv), in the discretion
of the Committee. Upon the proper exercise of the Option, subject to the
other provisions of this Agreement, the Corporation




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shall issue in the name of the person exercising the Option, and deliver
to such person, a certificate or certificates for the Shares purchased. 5. 
Nontransferability of Option. The Option shall not be transferable by
the Optionee except by will or the laws of descent and distribution. Without
limiting the generality of the foregoing, the Option shall not be sold,
transferred except as aforesaid, assigned, pledged or otherwise encumbered or
disposed of, shall not be assignable by operation of law, and shall not be
subject to execution, attachment or similar process. Any attempted sale,
transfer, pledge, assignment or other encumbrance or disposition of the Option
contrary to the provisions hereof, or the levy of any execution, attachment or
similar process upon the Option, shall be null and void and without effect.
During the lifetime of the Optionee, the Option may be exercised only by the
Optionee or the Optionees agent, attorney-in-fact or guardian. Following the
death of the Optionee, the Option may be exercised by the Optionees
beneficiary or estate to the extent permitted by Section 3. 6. 
Adjustments Upon Reorganization or Changes in Capitalization. In the
event of a stock split, stock dividend, recapitalization, reclassification or
combination of shares, merger, sale of assets or similar event, the
Compensation Committee of the Board of Directors shall adjust equitably (a) the
number and class of Shares or other securities that are reserved for issuance
under the Option, (b) the number and class of Shares or other securities that
are subject to the Option, and (c) the appropriate Fair Market Value and other
price determinations applicable to the Option, and make other changes
(including cashing out the Option) in its discretion that are appropriate and
equitable in the context of the transaction. The Compensation Committee of the
Board of Directors shall make all determinations under this Section 6, and all
such determinations shall be conclusive and binding. Notwithstanding the
foregoing, in the event of a stock split, stock dividend, reverse stock split,
or substantially similar transaction (the Event): (1) the number of Shares
subject to the Option shall be automatically adjusted so that upon exercise of
the Option, the Optionee shall be entitled to receive the number of Shares
which the Optionee would have been entitled to receive after the Event had the
Option been exercised immediately before the earlier of the date of the
consummation of the Event or the record date of the Event (the Event Date);
(2) the exercise price of a Share subject to the Option shall be automatically
adjusted to equal the exercise price per share set forth in the Agreement,
divided by the Adjustment Factor (the Adjustment Factor shall equal the
number (or fractional number) of Shares that the holder of one Share before the
Event Date would hold after the Event Date); (3) any per Share exercise price
containing a fraction of a cent shall be rounded up to the next highest cent;
and (4) any Option to purchase fractional shares shall be automatically
eliminated. The automatic adjustments described in the foregoing sentence
shall not be made to the extent that the Committee determines in its discretion
that the automatic adjustment(s) would constitute a modification under Section
424(h)(3) of the Code, would result in the loss of incentive stock option
status for an option, would result in a charge for financial accounting
purposes, or would not constitute an equitable adjustment under the
circumstances. In such cases, the Committee shall determine the appropriate
adjustments to be made to outstanding awards, per share exercise prices, and
the share limits set forth in the Plan, and the Committees determination shall
be binding and conclusive.




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7. 
Acceleration of Exercisability. (a) Change in Control. Notwithstanding the provisions of Section 2, the
Option shall become, and until the expiration dates specified in Section 2
shall remain, vested and exercisable as to all of the Shares forthwith upon the
occurrence of any Change in Control of the Corporation. (b) Termination without Cause. Notwithstanding the provisions of Section
2, the Option shall become, and until the expiration dates specified in Section
2 shall remain, vested and exercisable as to all of the Shares forthwith upon a
termination by the Corporation of the Optionees Continuous Service as a
consultant, director or employee for the Corporation without cause (as
defined in the Plan). 8. Miscellaneous. (a) Notices. Any notice hereunder shall be in writing, and delivered or
sent by first-class U.S. mail, postage prepaid, addressed to: (i) if to the Corporation, at: 509 Commerce Street, East Wing  (ii) if to Optionee, at the address set forth on the Cover Page, subject to the right of either party, by written notice hereunder, to designate
at any time hereafter some other address. (b) Compliance with Law and Regulations. The Option and the obligation
of the Corporation to sell and deliver Shares hereunder shall be subject to all
applicable Federal and state laws, rules and regulations and to such approvals
by any government or regulatory agency as may be required. Notwithstanding
any other provision of this Agreement, the Option may not be exercised if its
exercise, or the receipt of Shares pursuant thereto, would be contrary to
applicable law. (c) No Rights as Stockholder. The Optionee shall have no rights as a
stockholder with respect to any Shares subject to the Option prior to the date
of issuance to the Optionee of a certificate or certificates for such Shares. (d) No Consulting, Employment or Director Relationship Rights. Nothing
in the Plan, this Agreement or the grant of an Option shall confer upon the
Optionee any rights to continued employment, consultant or director status with
the Corporation or its Affiliates or shall interfere with the right of the
Corporation to terminate the Optionees employment, consulting or director
relationship with the Corporation. (e) Withholding. The Corporation shall, to the extent permitted by law,
have the right to deduct from any payment of any kind otherwise due to the
Optionee any Federal, state and local taxes required by law to be withheld or
collected with respect to the Option.




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(f) Reservation of Shares; Certain Costs. The Corporation shall keep
available sufficient authorized but unissued Shares needed to satisfy the
requirements of this Agreement. The Corporation shall pay any original issue
tax that may be due upon the issuance of Shares pursuant to the Option and all
other costs incurred by the Corporation in issuing such Shares. (g) Plan Governs. The Optionee hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by its terms, all of which are incorporated
herein by reference. The Plan shall govern in the event of any conflict
between this Agreement and the Plan. Capitalized terms used herein shall have
the same meaning as in the Plan, except as is expressly modified in this
Agreement. (h) Choice of Law. This Agreement shall be construed in accordance with
and be governed by the laws of the State of Delaware. (i) Notice of Disqualifying Disposition. Optionee agrees that he will
notify the Corporation in writing within fifteen (15) days after the date of
any disposition of any Shares acquired pursuant to the exercise of this Option
that occurs within two (2) years after the date of grant of this Option or
within one (1) year after such Shares are transferred upon exercise of this
Option. (j) Termination of Employment and Incentive Stock Option Status. Optionee
acknowledges that under the Code, Optionee generally must exercise the Option
within three (3) months of a termination of employment with the Corporation or
its Affiliates in order to preserve favorable incentive stock option
treatment under the Code with respect to the Option and Shares acquired
thereunder (regardless of the rules within this Agreement that may permit
exercise beyond such three (3) month period).