Exhibit 10.1


LOCK-UP AGREEMENT


October
30, 2006


Osiris Therapeutics, Inc.


2001 Aliceanna Street


Baltimore, MD 21231


Gentlemen:


The
undersigned (Peter Friedli, Venturetec Inc. and US Venture 05, Inc.) agrees
that, without the prior written consent of Osiris Therapeutics Inc. (the “Company”),
the undersigned will not, directly or indirectly, offer, sell, contract to sell
(including any short sale), grant any option to purchase or otherwise dispose
of any shares of Common Stock, par value $0.001 per share, of the Company
(including, without limitation, shares of Common Stock of the Company which may
be deemed to be beneficially owned by the undersigned on the date hereof in
accordance with the rules and regulations of the Securities and Exchange
Commission, shares of Common Stock which may be issued upon exercise of a stock
option or warrant and any other security convertible into or exchangeable for
Common Stock) or enter into any Hedging Transaction (as defined below) relating
to the Common Stock (each of the foregoing referred to as a “Disposition”)
during the period specified in the following paragraph (the “Lock-Up Period”).  The foregoing restriction is expressly
intended to preclude the undersigned from engaging in any Hedging Transaction
or other transaction which is designed to or reasonably expected to lead to or
result in a Disposition during the Lock-Up Period even if the securities would
be disposed of by someone other than the undersigned.  “Hedging Transaction” means any short sale
(whether or not against the box) or any purchase, sale or grant of any right
(including, without limitation, any put or call option) with respect to any
security (other than a broad-based market basket or index) that includes,
relates to or derives any significant part of its value from the Common Stock.


The
initial Lock-Up Period will commence on the date hereof and continue until, and
include, January 30, 2008.


Notwithstanding
the foregoing, the undersigned may transfer (a) shares of Common Stock acquired
in open market transactions by the undersigned after the completion by the
Company of the initial public offering of Common Stock, and (b) any or all of
the shares of Common Stock or other Company securities if the transfer is by
(i) gift, will or intestacy, or (ii) distribution to partners, members or
shareholders of the undersigned; provided, however, that in the
case of a transfer pursuant to clause (b) above, it shall be a condition to the
transfer that the transferee execute an agreement stating that the transferee
is receiving and holding the securities subject to the provisions of this
Lock-Up Agreement.



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The undersigned agrees that the Company may, and that
the undersigned will, (i) with respect to any shares of Common Stock or other
Company securities for which the undersigned is the record holder, cause the
transfer agent for the Company to note stop transfer instructions with respect
to such securities on the transfer books and records of the Company and (ii)
with respect to any shares of Common Stock or other Company securities for
which the undersigned is the beneficial holder but not the record holder, cause
the record holder of such securities to cause the transfer agent for the
Company to note stop transfer instructions with respect to such securities on
the transfer books and records of the Company.


The
undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into this Lock-Up Agreement.


	
  

  	
   

  	
  Signature:

  	
   

  	
  /s/ Peter Friedli

  
	
   

  	
   

  	
  Print Name:

  	
   

  	
  Peter Friedli, individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VENTURETEC, INC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Peter Friedli

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Peter Friedli

  
	
   

  	
   

  	
  Title:

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  US VENTURE 05, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Peter Friedli

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Peter Friedli

  
	
   

  	
   

  	
  Title:

  	
   

  	
  President

  



 


	
  Number
  of shares owned or 

  subject to warrants, options

  or convertible securities:

  	
   

  	
  Certificate numbers:

  
	
   

  	
   

  	
   

  
	
  7,807,274 Peter Friedli

  1,000,000 Peter Friedli

  3,600,000 Venturetec, Inc.

  1,000,000 US Venture 05

  	
   

  	
  #1011, 1012, 1013, 1014

  #CS-3 Warrant

  #1000, 1001

  #1004

  



 



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