Settlement
      and License Agreement

    


    Parties

    


    This
      Agreement (the “Agreement”),
      entered into as of this 19th day of May, 2006 (the “Effective
      Date”),
      is
      between Cytomedix,
      Inc.
      (“Cytomedix”
or
      “Licensor”),
      a
      Delaware corporation having a principal place of business at 416 Hungerford
      Drive, Suite 330, Rockville, Maryland 20850, and Biomet
      Biologics, Inc. (“Biomet” or “Licensee”),
      an
      Indiana corporation having a principal place of business at 56 East Bell Drive,
      Warsaw, Indiana 46582. Capitalized terms used herein and not otherwise defined
      shall have the meaning set forth in Article 1 hereof.

    


    Recitals

    


    


    WHEREAS,
      Cytomedix
      and
      Biomet
      have
      been
      engaged in discussions relating to a controversy between them arising in
      connection with possible claims of infringement of U.S. Patent No. 5,165,938
      (“the ‘938 Patent”), based upon Biomet's
      manufacture, use, offer to sell, and/or sale of certain products;
      and

    


    WHEREAS,
      the parties hereto desire, on the terms and conditions contained herein, to
      settle whatever claims one may have against the other in connection with the
      '938 Patent, and to enter into a mutually agreeable licensing arrangement
      regarding certain of their respective patents;

    


    NOW,
      THEREFORE, in consideration of the following terms, covenants and conditions,
      Cytomedix
      and
Biomet
      hereby
      agree as follows:

    


    Terms
      Of Agreement

    


    
      	1.	
              Definitions.

            


    

    


    
      	
            	1.1.	
              “Affiliates”
                mean any present company (a) which is directly or indirectly at least
                fifty percent (50%) owned or controlled by a party, (b) which is
                directly
                or indirectly at least fifty percent (50%) owns or controls a party,
                (c)
                or which is directly or indirectly at least fifty percent (50%) commonly
                owned or controlled with a party by another
                party.

            


    

    


    
      	
            	1.2.	
              “Biomet”
                means Biomet
                Biologics, Inc. and
                its Affiliates.

            


    

    


    
      	
            	1.3.	
              “Cytomedix”
                means Cytomedix,
                Inc.
                and its Affiliates.

            


    

    


    
      	
            	1.4.	
              “Biomet
                Distributor”
                means an entity which contracts with Biomet
                to
                either a) provide promotion, sales and distribution services of
                Biomet
                Branded Products,
                or b) buy Products from Biomet
                for resale under a trademark, tradename or brand name of Biomet.
                 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	1.5.	
              “Cytomedix
                Distributor”
                means an entity which contracts with Cytomedix
                to
                either a) provide promotion, sales and distribution services of
                Cytomedix
                Branded Products,
                or b) buy Products from Cytomedix
                for resale under a trademark, tradename or brand name of Cytomedix.

            


    

    


    
      	
            	1.6.	
              “Entity”
                shall mean any corporation, firm, partnership, proprietorship, or
                other
                form of business organization.

            


    

    


    
      	
            	1.7.	
              “Hood
                Patents” means
                all foreign and domestic patents and patent applications related
                to U.S.
                Patent Nos. 5,733,545 and 5,887,755, including those listed on in
                Exhibit
                B and any related patent application (including any continuation,
                continued prosecution, continuation-in-part, divisional, foreign
                counterpart or substitution thereof) and any patent (including any
                reissue
                or reexamination thereof), in any country granted from, or claiming
                priority to, or for the benefit of any of the aforementioned patent
                applications or patents, as well as rights in any third-party patent
                acquired as a result of an interference action involving any of the
                foregoing. Although U.S. Patent No. 5,887,755 is currently expired
                for
                failure to pay maintenance fees, this patent is being included in
                the
                definition of Hood
                Patent
                in
                the event that Biomet
                decides,
                at
                its sole discretion, to attempt to revive and successfully revives
                U.S.
                Patent No. 5,887,755.

            


    

    


    
      	
            	1.8.	
              “Biomet
                Licensed Fields Of Use”
                means any and all fields of use except Biomet shall not market
                Biomet
                Branded Products
                in
                the field of chronic, non-healing wounds that last 30 days or
                more.

            


    

    


    
      	
            	1.9.	
              “Knighton
                Patents”
                means
                all foreign and domestic patents and patent applications related
                to U.S.
                Patent 5,165,938, including those listed in Exhibit A and any related
                patent application (including any continuation, continued prosecution,
                continuation-in-part, divisional, foreign counterpart or substitution
                thereof) and any patent (including any reissue or reexamination thereof),
                in any country granted from, or claiming priority to, or for the
                benefit
                of any of the aforementioned patent applications or patents, as well
                as
                rights in any third-party patent acquired as a result of an interference
                action involving any of the
                foregoing.

            


    

    


    
      	
            	1.10.	
              “Licensed
                Territories” means
                the entire world.

            


    

    


    
      	
            	1.11.	
              “Party”
                shall mean, as applicable, either: (a) Cytomedix
                or
                (b) Biomet.

            


    

    


    
      	
            	1.12.	
              “Biomet
                Branded Products” means
                product bearing a trademark, tradename or brand name owned by any
                Biomet
                Entity.
                

            


    

    


    
      	
            	1.13.	
              “Cytomedix
                Branded Products” means
                product bearing a trademark, tradename or brand name owned by any
                Cytomedix
                Entity.
                

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
            	1.14.	
              “Licensed
                Biomet Products”
                shall mean products the manufacture, use, offer for sale sale, or
                importation of which infringes one or more claims of the Knighton
                Patents and
                are Biomet
                Branded Products. In
                the event that Biomet
                signs a definitive agreement after the Effective Date to acquire
                a third
                party by means of stock acquisition or asset purchase, to merge with
                a
                third party, or to acquire substantially all of the assets and rights
                relating to a product of a third party, the “Licensed
                Biomet Products”
                shall
                be deemed not to include any product of such third party in existence
                at
                the time of the acquisition.

            


    

    


    
      	2.	
              License
                Grant/Covenant Not to Sue/Releases.

            


    

    


    
      	
            	2.1.	
              Cytomedix
                Grant of License to Biomet. Cytomedix
                hereby grants to Biomet
                a
                non-exclusive license under the Knighton
                Patents
                to
                make, have made, use, import, sell, promote, market, offer for sale
                or
                otherwise transfer Licensed
                Biomet Products
                in
                the Biomet
                Licensed Fields Of Use
                throughout the Licensed
                Territories.
                This grant includes the right for any Biomet
                Distributor
                and customer (ultimate or in privity or other) of Biomet
                to
                use and/or sell (for further use or resale) Licensed
                Biomet Products
                in
                the Biomet
                Licensed Fields Of Use and
                subject to this Agreement without payment of any royalty or license
                fee
                to. In other words, the license grant “runs with the Licensed
                Biomet Products within
                the Biomet
                Licensed Fields Of Use.”

            


    

    


    
      	
            	2.2.	
              Biomet
                Grant of License to Cytomedix. Biomet
                hereby grants to Cytomedix
                a
                non-exclusive, paid-up license under the Hood Patents to make, have
                made,
                use, import, sell, promote, market, offer for sale or otherwise transfer
                any products (hereinafter, “Licensed
                Cytomedix Products”)
                that fall within the scope of any of the claims of the Hood
                Patents
                in
                any field of use throughout the Licensed
                Territories.
                This grant includes the right for Cytomedix
                to
                grant sublicenses to any Cytomedix
                Distributor,
                either directly or through one or more intermediaries. This grant
                also
                includes the right for any customers (ultimate or in privity or other)
                of
                Cytomedix
                or
                any sublicensee to use and/or sell (for further use or resale)
                Licensed
                Cytomedix Products subject
                to this Agreement without payment of any royalty or license fee to
                Biomet.
                In other words, the license grant “runs with the Licensed
                Cytomedix Products.”

            


    

    


    
      	
            	2.3.	
              Distributor
                and Customer Immunity.
                The licenses set forth in Paragraphs 2.1 and 2.2 shall constitute
                a grant
                of immunity against any action for or claim of infringement (whether
                based
                on a direct or contributory infringement, inducement to infringe,
                or other
                theory) against the Party’s
                respective
                distributors and authorized resellers, agents, employees, customers
                and
                users relating to (i) in the case of Biomet,
                Licensed
                Biomet Products sold
                or otherwise disposed of by any Biomet
                Distributor
                or
                customer prior to or after this Agreement only within the Biomet
                Licensed Fields Of Use
                throughout the Licensed
                Territories,
                and (ii) in the case of Cytomedix
                ,
                Licensed
                Cytomedix Products
                sold or otherwise disposed of by any Cytomedix
                Distributor or
                customer prior to or after this
                Agreement.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
            	2.4.	
              Cytomedix
                Release.
                Cytomedix,
                on behalf of itself, its predecessors and successors, and each of
                their
                respective affiliates, officers, directors, employees and agents,
                hereby
                irrevocably and unconditionally releases and forever discharges
                Biomet
                and its officers, directors, employees, agents, shareholders,
                representatives, parent companies, subsidiaries, affiliated companies,
                partners, predecessors, and all other persons acting by or on their
                behalf
                (collectively, the “Biomet
                Releasees”),
                of and from any claims that Cytomedix
                has ever had or may now have against the Biomet
                Releasees
                related to the claims, counterclaims and affirmative defenses that
                were or
                could have been asserted in connection with matters relating to the
                Knighton
                Patents.
                Cytomedix
                also releases customers of Biomet
                as
                to any claims that Cytomedix
                has ever had against them based on their use of a product sold to
                them by
                Biomet.

            


    

    


    
      	
            	2.5.	
              Biomet
                Release.
                Biomet,
                on behalf of itself, its predecessors and successors, and each of
                their
                respective shareholders, affiliates, members, officers, directors,
                employees and agents, hereby irrevocably and unconditionally releases
                and
                forever discharges Cytomedix,
                its officers, directors, employees, agents, shareholders, representatives,
                parent companies, subsidiaries, affiliated companies, predecessors,
                and
                all other persons acting by or on behalf of Cytomedix
                (collectively, the “Cytomedix
                Releasees”),
                of and from any claims that Biomet
                has ever had or may now have against Cytomedix
                or
                any of the other Cytomedix
                Releasees
                related to the claims, counterclaims, and affirmative defenses that
                were
                or could have been asserted in connection with matters relating to
                the
                Knighton
                Patents
                or
                the Hood
                Patents.
                Except as it may otherwise be compelled by a court of competent
                jurisdiction, domestic or foreign governmental authority agency or
                tribunal, or in connection with a valid subpoena, Biomet
                and Biomet Releasees
                further agree not to challenge, cause to be challenged, or assist
                others
                to challenge, directly or indirectly, the validity and/or enforceability
                of the Knighton
                Patents
                in
                any court or other tribunal, including the United States Patent and
                Trademark Office and foreign patent offices. In the event Biomet
                is
                served with a subpoena, agency directive, or court order compelling
                it to
                testify or provide documents or other information related to the
                Knighton
                Patents or
                this Agreement, Biomet
                shall promptly notify Cytomedix
                of
                any such request pursuant to the notice provisions set forth in Paragraph
                7.1 of this Agreement so as to allow Cytomedix
                to, at its own option and at its cost and expense, seek a protective
                order, file a motion to quash, or seek other appropriate relief on
                behalf
                of Biomet
                or
                Biomet Distributor
                or
                Biomet
                customer.

            


    

    


    
      	
            	2.6.	
              Covenant
                Not to Sue. Cytomedix
                covenants not to file or to continue to prosecute any suit against
                Biomet
                or
                any customers of Biomet
                or
                any Biomet
                Distributor,
                claiming that Biomet’s
                (or any Biomet
                Distributor
                or
                customers) making, having made, using, selling, or offering for sale
                any
                Licensed
                Biomet Products
                infringes any of the Knighton
                Patents only
                within the Biomet
                Licensed Fields Of Use
                throughout the Licensed
                Territories.
                Biomet
                covenants not to file or to continue to prosecute any suit against
                Cytomedix
                or
                any customers of Cytomedix
                or
                any Cytomedix
                Distributor,
                claiming that Cytomedix’s
                (or any Cytomedix
                Distributor
                or
                customers) making, having made, using, selling, or offering for sale
                any
                Licensed
                Cytomedix
                Products
                infringes the Hood
                Patent.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
            	2.7.	
              No
                Implied Licenses.
                No other rights or licenses not expressly granted herein with respect
                to
                the Knighton
                Patents or
                the Hood
                Patent
                or
                any other intellectual property owned or controlled by either Party
                is
                granted or shall be deemed granted to the other Party
                or
                any other person. 

            


    

    


    
      	
            	2.8.	
              Taxes
                and Authorizations.
                Each Party
                shall be solely responsible for the payment and discharge of any
                taxes,
                duties, or withholdings relating to any transaction in connection
                with the
                manufacture, use, sale, or other commercialization of any product
                that is
                subject to this Agreement.
                Each Party
                shall, at its own expense, be responsible for applying for and obtaining
                any approvals, authorizations, or validations relative to this
                Agreement
                under the appropriate federal, state, or local
                laws.

            


    

    


    
      	3.	
              Payment
                Terms.

            


    

    


    License
      Payment.
      On the
Effective
      Date,
      Biomet
      shall
      pay Cytomedix
      a
      license payment of One Million Four Hundred U.S. Dollars ($1,400,000.00). On
      the
      last business day of each of the next succeeding 12 calendar quarters starting
      on September 29, 2006 and ending on June 30, 2009, Biomet
      shall
      pay Cytomedix
      a
      license payment of exactly One Hundred Thousand U.S. Dollars ($100,000.00).
      The
      aggregate payments made under this Section 3.1 shall be Two Million Six Hundred
      Thousand U.S. Dollars ($2,600,000.00).

    


    
      	4.	
              Representations
                and Warranties.
                

            


    

     

    
      	 	
              4.1

            	
              Authorization.
                Each Party
                hereby represents and warrants that it (a) has the power and authority
                and
                the legal right to enter into this Agreement
                on
                behalf of itself and all affiliated Entities
                and to perform its obligations hereunder, and (b) has taken all necessary
                action on its part to authorize the execution and delivery of this
                Agreement
                and the performance of its obligations hereunder. This Agreement
                has been duly executed and delivered on behalf of such Party,
                and constitutes a legal, valid, binding obligation, enforceable against
                such Party
                in
                accordance with its terms.

            


    

    


    
      	 	
              4.2

            	
              Limitation
                of Warranties.
                Nothing in this Agreement
                shall be construed as: (a) a warranty or representation by Cytomedix
                as
                to the validity or scope of any of the Knighton
                Patents;
                (b) a warranty or representation that anything made, used, sold,
                or
                otherwise disposed of under any license granted in this Agreement
                is
                or will be free from infringement of patent or from suits by third
                parties
                for infringement of patent; (c) conferring the right to use in
                advertising, publicity or otherwise any trademark, trade name, or
                names,
                or any contraction, abbreviation, simulation or adaptation thereof,
                of
                Cytomedix;
                or (d) an obligation to furnish any know-how associated with the
                Knighton
                Patents.
                Nothing in this Agreement
                shall be construed as: (a) a warranty or representation by Biomet
                as
                to the validity or scope of any of the Hood
                Patent;
                (b) a warranty or representation that anything made, used, sold,
                or
                otherwise disposed of under any license granted in this Agreement
                is
                or will be free from infringement of patent or from suits by third
                parties
                for infringement of patent; (c) conferring the right to use in
                advertising, publicity or otherwise any trademark, trade name, or
                names,
                or any contraction, abbreviation, simulation or adaptation thereof,
                of
                Biomet;
                or (d) an obligation to furnish any know-how associated with the
                Hood
                Patent.
                

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.3

            	
              Ownership
                and Right to Grant License.
                Cytomedix
                herein represents, covenants, and warrants that it is co-owner of
                the
                entire right, title, and interest in the Knighton
                Patents with
                the University of Minnesota. The University of Minnesota has assigned
                all
                rights to the Knighton
                Patents but
                has retained a non-exclusive perpetual license to the Knighton
                Patents solely
                in connection with not-for-profit research and teaching. Cytomedix
                further warrants that no existing prior agreement or assignment presently
                conflicts in any manner with this Agreement
                or
                otherwise prevents Cytomedix
                from fulfilling all of its obligations under this Agreement.
                Cytomedix
                further covenants, warrants and represents that it has the sole right
                to
                grant licenses to the Knighton
                Patents.
                Biomet
                herein
                represents, covenants, and warrants that it is the exclusive owner
                of the
                entire right, title, and interest in the Hood
                Patent and
                that no existing prior agreement or assignment presently conflicts
                in any
                manner with this Agreement
                or
                otherwise prevents Biomet
                from
                fulfilling all of its obligations under this Agreement.
                Biomet
                further
                covenants, warrants and represents that it has the sole right to
                grant
                licenses to the Hood
                Patent.

            


    

    


    
      	 	
              4.4

            	
              Disclaimer.
                Each
                Party
                makes no representations other than those expressly set forth in
                this
                Article 4. Each Party
                expressly disclaims all other representations, warranties and conditions,
                express, implied, statutory, or otherwise, regarding the Knighton
                Patents and
                the Hood
                Patent,
                including without limitation, any warranty of merchantability, fitness
                for
                a particular purpose, or
                non-infringement.

            


    

    


    
      	 	
              4.5

            	
              Complete
                List of Patents.
                Cytomedix
                represents and warrants that Exhibit
                A sets forth all patents and applications for patent that are owned
                by,
                controlled by, or licensed to Cytomedix as
                of the Effective
                Date
                that relate to the Knighton
                Patents.
                Biomet
                represents and warrants that Exhibit
                B sets forth all patents and applications for patent that are owned
                by,
                controlled by, or licensed to Biomet
                as
                of the Effective
                Date
                that relate to the Hood
                Patent.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Dispute
                Resolution.
                

            


    

    


    
      	 	
              5.1

            	
              Except
                as specified elsewhere in the Agreement,
                any dispute arising out of or relating to the formation or performance
                of
                this Agreement, including the breach, termination or validity thereof,
                which has not been resolved by good faith negotiation between
                representatives of Biomet
                and Cytomedix
                who have authority to fully and finally resolve the dispute within
                thirty
                (30) days after initiation of a negotiation procedure, shall be finally
                resolved by binding arbitration by three arbitrators in accordance
                with
                the American Arbitration Association (“AAA”) Commercial Arbitration Rules
                then currently in effect; provided, however, that if one Party
                fails to participate in the negotiation as agreed herein, the other
                Party
                can commence binding arbitration prior to the expiration of the time
                period set forth above. The three arbitrators’ award shall be binding on
                the Parties.
                One arbitrator shall be selected by each Party.
                The third arbitrator shall be chosen by agreement of the Parties.
                The arbitrators shall have no jurisdiction or authority to award
                punitive
                or exemplary damages against either Party.
                The prevailing Party
                in
                any arbitration hereunder shall be awarded its reasonable attorneys
                fees
                and costs in addition to any other relief to which it may be entitled
                under this Agreement,
                but such attorney fees and costs shall not exceed 50% of the amount
                in
                dispute. The binding arbitration shall be governed by the Federal
                Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by
                the arbitrators, or a majority thereof, may be entered by any court
                having
                jurisdiction thereof. If a Party
                is
                forced into court to enforce an arbitration award, it shall be entitled
                to
                recover its reasonable attorney fees and costs. In any arbitration,
                the
                Parties
                shall be entitled following initiation of the action to the same
                discovery
                that they would be allowed under the Federal Rules of Civil Procedure;
                provided,
                however, that
                the Parties
                shall cooperate in good faith to cause such discovery to be completed
                within ninety (90) days following initiation of the arbitration
                action.

            


    

    


    
      	 	
              5.2

            	
              Damages.
                Biomet
                and Cytomedix
                each agree to waive any right to receive punitive, consequential,
                special
                or indirect damages relating in any way to this Agreement.

            


    

    


    
      	6.	
              Termination.
                

            


    

    


    
      	
            	6.1	
              Expiration/Termination.
                If
                this Agreement
                is
                not terminated sooner as provided for herein, it shall terminate
                with the
                expiration of the last to expire of the Knighton
                Patents and
                the Hood
                Patent.

            


    

    


    
      	
            	6.2	
              Termination
                Upon Default.
                Upon default by any Party
                in
                the performance of any obligation hereunder to be performed by such
                Party,
                the Party
                aggrieved by such default shall give notice in writing to the Party
                in
                default specifying the thing or matter in default. Unless such default
                be
                cured within one (1) month following the giving of such notice (or
                if such
                cure cannot be completed within such one (1) month period, if the
                cure
                thereof be not undertaken promptly upon receipt of such notice, and
                diligently pursued thereafter), then the Party
                giving such notice may give further written notice to the Party
                in
                default terminating this Agreement;
                in such event, this Agreement
                shall terminate on the date specified in such further notice, which
                date
                shall be no earlier than one (1) month from the date of such further
                notice.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
            	6.3	
              Prior
                Obligations and Liability; Non-Waiver.
                No expiration or termination of this Agreement
                shall relieve any Party
                of
                any obligation accrued prior to the date of expiration or termination
                or
                relieve a Party
                in
                default from liability for damages for breach of this Agreement.
                

            


    

    


    
      	
            	6.4	
              Survival.
                Upon termination of this Agreement,
                the dispute resolution provisions of Article 5 shall
                survive.

            


    

    


    
      	7.	
              Miscellaneous.
                

            


    

    


    
      	
            	7.1	
              Notices.
                Any consent, notice or report required or permitted to be given or
                made
                under this Agreement
                by
                one of the Parties
                hereto to the other Party
                shall be in writing and delivered to such other Party
                at
                its address indicated below, or to such other address as the addressee
                shall have last furnished in writing to the addressor. Said notice
                shall
                be deemed to have been given on the date of its receipt by the addressee.
                

            


    

     

    

      
        	
                If
                  to Biomet:

              	
                Biomet,
                  Inc..

              
	 	
                56
                  East Bell Drive

              
	 	
                Warsaw,
                  Indiana 46582

              
	 	
                Attention:
                  General Counsel

              
	 	 
	 	
                with
                  a copy to:

              
	 	 
	 	
                Biomet
                  Biologics, Inc.

              
	 	
                56
                  East Bell Drive

              
	 	
                Warsaw,
                  Indiana 46582

              
	 	
                Attention:
                  President

              


      

      


      If
        to
Cytomedix:
        Cytomedix, Inc 416
        Hungerford Drive, Suite 330Rockville, Maryland 20850

      Attention:
        Kshitij Mohan, Ph.D, CEO

      


      
        	 	
                with
                  a copy to:

              
	 	 
	 	
                Karl
                  R. Fink

              
	 	
                Fitch
                  Even Tabin & Flannery

              
	 	
                120
                  South LaSalle Street

              
	 	
                Chicago,
                  Illinois 60603

              


      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
            	7.2	
              Governing
                Law.
                This Agreement
                shall be governed by and construed in accordance with the laws of
                the
                State of Illinois, without regard to the conflicts of law principles
                thereof.

            


    

    


    
      	
            	7.3	
              Press
                Release:
                The Parties
                may issue a press release reporting, without limitation, that the
                Parties
                have resolved their disputes related to '938 Patent to their mutual
                satisfaction and that a license has been granted as part of this
                resolution, provided the Party
                intending to issue a press release shall give the other Party
                at
                least two business days to review the proposed press release and
                provide
                comments that shall, if reasonable, be incorporated into the actual
                press
                release. It is Cytomedix's
                intention,
                consistent with past practice, to file this Agreement
                with the SEC, without redaction, as a contract material to its
                business.

            


    

    


    
      	
            	7.4	
              Assignment.
                This Agreement
                and any of the rights and obligations thereof are assignable by both
                Parties
                to
                an assignee of, acquirer of, or successor to (any of the foregoing
                a
                “Successor”) (i) fifty percent (50%) or more of the assigning Party’s
                stock, assets or business, or (ii) substantially all the assigning
                Party’s
                assets of product line or business that includes one or more of
                the
                Licensed Biomet Products
                or
                the Licensed
                Cytomedix Products
                and further subject to the
                following:

            


    

    


    7.4.1 In
      the
      event of an assignment by Biomet
      , all
      remaining payments owing under Section 3.1 hereof shall be accelerated and
      Cytomedix
      shall be
      paid by Biomet
      or said
      assignee cash in an amount equal to remaining unpaid license fees payable under
      Section 3.1 hereof.

    


    7.4.2 The
      scope
      of the license granted by Cytomedix
      in
      Section 2.1 to any such successor shall be limited only to the Licensed
      Biomet Products
      existing
      at the at the time of acquisition by the successor, and derivative products,
      and
      shall not extend to any past, present or future products of the successor in
      existence at the time of the acquisition or otherwise developed independently
      of
      the Licensed
      Biomet Products
      acquired
      from Biomet.

    


    
      	
            	7.5	
              Force
                Majeure.
                No Party
                shall be considered in default or be liable for any delay in performance
                or for any non-performance caused by circumstances beyond the reasonable
                control of such Party,
                including but not limited to acts of God, explosion, fire, flood,
                accident, strike or other labor disturbance, war (whether declared
                or
                not), sabotage, order or decree of any court or action of any governmental
                authority, or other causes, whether similar or dissimilar to those
                specified, that cannot reasonably be controlled by the Party
                who failed to perform.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
            	7.6	
              Waiver.
                Failure by any Party
                to
                insist upon strict compliance with any of the terms, covenants, or
                conditions of this Agreement
                shall not be deemed a continuing waiver of such term, covenant, or
                condition, nor shall any waiver or relinquishment of any right or
                power
                herein at any time be deemed a waiver or relinquishment of the same
                or any
                other right or power, whether or not similar. Waiver of a breach
                hereunder
                may be effected only by a writing signed by the waiving Party
                and such waiver shall not constitute a waiver of any other breach
                not
                specified in said writing. The Parties
                hereby acknowledge that they have been advised by legal counsel and
                are
                familiar with section 1542 of the California Civil Code, which provides
                as
                follows:

            


    

    


    


    A
      GENERAL
      RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
      TO
      EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
      HIM
      MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR

    


    The
      Parties
      acknowledge in that connection that they may have sustained damage, loss, cost
      or expense that are presently unknown and unsuspected, and that such damage,
      loss, cost or expense as may have been sustained may give rise to additional
      damage, loss, cost or expense in the future. Nevertheless, the Parties
      acknowledge that this Agreement
      has been
      negotiated and agreed upon in light of this situation and expressly waive any
      and all rights which they may have under Section 1542 of the California Civil
      Code, or any other state or federal statute or common law principle of similar
      effect.

    


    
      	
            	7.7	
              Entire
                Agreement.
                This Agreement
                and its Exhibits explicitly referenced herein embody the entire agreement
                between the parties
                and supersede any prior representations, understandings and agreements
                between the parties
                regarding the subject matter hereof. There are no representations,
                understandings or agreements, oral or written, between the parties
                regarding the subject matter hereof that are not fully expressed
                herein.

            


    

    


    
      	
            	7.8	
              Severability.
                The parties agree that if any part, term, or provision of this
                Agreement
                shall
                be found illegal or in conflict with any valid controlling law, the
                validity of the remaining provisions shall not be affected thereby.
                

            


    

    


    
      	
            	7.9	
              Independence
                of the Parties.
                This Agreement
                shall not constitute the designation of any Party
                as
                the representative or agent of the other, nor shall any Party
                by
                this Agreement
                have the right or authority to make any promise, guarantee, warranty,
                or
                representation, or to assume, create, or incur any liability or other
                obligation of any kind, express or implied, against or in the name
                of, or
                on behalf of, the other, except as expressly provided
                herein.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	7.10	
                Counterparts.
                  This Agreement
                  may be executed in two or more counterparts, each of which shall
                  be deemed
                  an original, but all of which together shall constitute one and
                  the same
                  instrument. Facsimile signatures transmitted by telefax shall have
                  the
                  same import and effect as if originally
                  delivered.

              


      

    

    


    IN
      WITNESS WHEREOF, the Parties
      have
      executed this Agreement
      on the
      date indicated below.

     

    
      	Cytomedix, Inc. 	 	 	Biomet Biologics,
              Inc.  
	 	 	 	 
	 	 	 	 
	By:
/s/
              Kshitij Mohan	 	 	By:
/s/
              Stuart Kleopfer
	
              
                

              

              Kshitij
                Mohan, Ph.D, CEO

            	 	 	
              
                

              

              Stuart
                Kleopfer, President

            
	 	 	 	 
	 	 	 	 
	 	 	 	
              Date: May
                22, 2006 

            
	
              Date: May
                19, 2006 

            	 	 	 


    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    U.S.
      Patent No. 5,165,938 entitled “Wound Healing Agents,” issued
      11/24/92

    


    Australia
      Patent No. 596,954 entitled “Wound Healing Agents,” issued 11/8/85

    


    Canada
      Patent No. 1,261,259 entitled “Wound Healing Agents issued 9/26/89

    


    Europe
      Patent No. 202,298 entitled “Wound Healing Agents,” issued 7/15/92

    (validated
      in Belgium, France, Germany, Great Britain, Netherlands, and
      Sweden)

    


    Israel
      Patent No. 77,096 entitled “Wound Healing Agents,” issued 11/19/85

    


    Ireland
      Patent No. 57,894 entitled “Wound Healing Agents,” issued 5/5/93

    


    Japan
      Patent No. 1,986,949 entitled “Wound Healing Agents,” issued 3/8/95

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    U.S.
      Patent No. 5,733,545 entitled “Platelet Glue Wound Sealant,” issued
      3/31/98

    


    U.S.
      Patent No. 5,887,755 entitled “Wound Sealant Preparation and Application Device
      and Method,” issued 7/21/97 (abandoned for failure to pay maintenance
      fees)

     

    
      
        
        

      

      
        13