**Exhibit 10.6**

**EXECUTION VERSION**

**GOVERNANCE ACKNOWLEDGEMENT**

THIS GOVERNANCE ACKNOWLEDGEMENT (this “Acknowledgement”), effective as of September 25, 2007 (the “ClosingDate”), is made by and between LVB Acquisition Holding, LLC, a Delaware limited liability company (“Holding”), its subsidiary, LVB Acquisition, Inc., a Delaware corporation (“Parent”), and the wholly ownedsubsidiary of Parent, and LVB Acquisition Merger Sub, Inc., an Indiana corporation (“Merger Sub”, and together with Parent, the “Companies”). 

**RECITALS**

WHEREAS, Blackstone Capital Partners V L.P., Blackstone Capital Partners V-AC L.P., BCP V-S L.P., Blackstone Family InvestmentPartnership V L.P., Blackstone Family Investment Partnership V-A L.P., Blackstone Participation Partnership V L.P., GS Capital Partners VI Fund, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Offshore Fund, L.P., GSCapital Partners VI Parallel, L.P., KKR Biomet, LLC, TPG Partners IV, L.P., TPG Partners V, L.P., TPG FOF V-A, L.P. and TPG FOF V-B, L.P. (collectively, the “Sponsors”) entered into the Amended and Restated Limited Liability CompanyOperating Agreement of Holding (as may be amended and restated, supplemented or otherwise modified from time to time, the “LLC Agreement”); 

WHEREAS, the LLC Agreement includes provisions relating to the Companies, including, without limitation, preemptive rights, provisionsregarding the issuance and transfer of shares in the Companies as well as certain provisions relating to the management and corporate governance of the Companies, including the Sponsors’ rights to approve various corporate actions(collectively, as the same may be amended from time to time in accordance with the terms of the LLC Agreement, the “Companies Provisions”); 

WHEREAS, the Companies and Biomet, Inc., an Indiana corporation (“Biomet”), entered into an Agreement and Plan ofMerger, dated as of December 18, 2006 (as amended and restated as of June 7, 2007, and as may be amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which MergerSub will Merge with and into Biomet, with Biomet as the surviving corporation (the “Merger”); 

WHEREAS,pursuant to the Merger Agreement and by virtue of the Merger, Biomet will assume, by operation of law, all of the liabilities and obligations of Merger Sub, including all liabilities and obligations set forth in this Acknowledgement; 

WHEREAS, in connection with the Merger, the Sponsors and certain of their affiliates will, on or after the Closing Date, enter into aManagement Services Agreement and a Registration Rights Agreement with the Companies and/or Biomet; 

NOW, THEREFORE, in consideration of the mutual covenants contained in the Merger Agreement,the Management Services Agreement, the Registration Rights Agreement and the transactions contemplated thereby and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending tobe legally bound, hereby agree as follows: 

**ACKNOWLEDGEMENT**

Section 1. LLC Agreement. Notwithstanding anything permitted pursuant to the constituent documents of the Companies, eachCompany (i) shall effectuate, and shall cause its respective subsidiaries to effectuate, the terms of the Companies Provisions as in effect from time to time and to the extent applicable to such Company and/or its respective subsidiaries and(ii) shall not take or commit to take, and shall not cause or permit any of its respective subsidiaries to take or commit to take, any action that would be inconsistent with the Companies Provisions as In effect from time to time. 

Section 2. Notice. Holding hereby agrees that it will give prompt notice to each of the Companies (at the address specifiedin the Management Services Agreement) in the event of an amendment or any other alteration affecting any of the Companies Provisions of the LLC Agreement. 

Section 3. Termination. This Acknowledgement shall terminate automatically and immediately upon the termination of theeffectiveness of the last of the Companies Provisions to be in full force and effect, whether in the LLC Agreement or in any successor agreement contemplated thereby. 

Section 4. Counterparts; Construction. This Acknowledgement may be executed in any number of counterparts, each of which whenso executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. 

Section 5. Governing Law. This Acknowledgement shall be governed by and construed in accordance with the law of the State ofDelaware applicable to contracts made and to be performed entirely within that state. 

Section 6. Binding Effect;Benefit. This Acknowledgement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Each of the Sponsors is an intended third-party beneficiary of this Agreement. 

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IN WITNESS WHEREOF, each party hereto has caused this Acknowledgement to be executed on itsbehalf by its officers thereunto duly authorized, all as of the date first above written. 

 
**LVB ACQUISITION HOLDING, LLC**By: 
/s/ Stephen Ko
 Name: Stephen Ko Title: Co-President
GovernanceAcknowledgement Agreement 

LVB ACQUISITION, INC.By: 
/s/ Stephen Ko
Name: Stephen KoTitle: Co-PresidentLVB ACQUISITION MERGER SUB, INC.By: 
/s/ Stephen Ko
Name: Stephen KoTitle: Co-President
GovernanceAcknowledgement Agreement