Exhibit 10.1

OSIRIS THERAPEUTICS, INC.

CONVERTIBLE PROMISSORY NOTE

SUBSCRIPTION DOCUMENTS

SUBSCRIPTION INSTRUCTIONS

To subscribe for notes of Osiris Therapeutics, Inc., a prospective investor must complete the Subscription Documents.  Specifically, a prospective investor must:

1.                                        Read the Subscription Agreement in its entirety and confirm that all of the representations and warranties of the Subscriber are true, complete and correct.

2.                                        Complete, sign and date the Subscriber Signature Page to the Subscription Agreement on page 11 of the Subscription Agreement.

3.                                        Complete the Subscriber Information requested on page 13 of the Subscription Agreement.

4.                                        Fax all of the fully executed Subscription Documents to:

Osiris Therapeutics, Inc.

Attention:  Chief Financial Officer

Fax:  011-443-545-1710

5.                                        Overnight Courier all of the fully executed Subscription Documents to:

Osiris Therapeutics, Inc.

7015 Albert Einstein Drive

Columbia, MD  USA  21046

Attention:  Chief Financial Officer

If you have any questions concerning the completion of the Subscription Documents, please contact (011-443-545-1819).

THE CONVERTIBLE NOTE TO BE ACQUIRED BY THE SUBSCRIBER PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND NEITHER THE NOTE NOR ANY CONVERSION SHARES MAY BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT (“REGULATION S”)), IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO REGISTRATION UNDER THE SECURITIES ACT, AND THE SUBSCRIBER HAS, IF REQUIRED BY THE COMPANY, DELIVERED AN OPINION OF COUNSEL TO THAT EFFECT.  BY ENTERING INTO THIS SUBSCRIPTION AGREEMENT, SUBSCRIBER REPRESENTS, AMONG OTHER THINGS, THAT IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a) OF THE SECURITIES ACT) AND IS NOT A U.S. PERSON, AND IS ACQUIRING THE NOTE PURSUANT HERETO OUTSIDE THE U.S. AND IN ACCORDANCE WITH REGULATION S, AND WILL NOT ENGAGE IN ANY HEDGING TRANSACTIONS WITH RESPECT TO THE COMMON STOCK OR NOTES OF THE COMPANY PRIOR TO THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S) EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT .

OSIRIS THERAPEUTICS, INC.

SUBSCRIPTION AGREEMENT

TO:         Osiris Therapeutics, Inc., a Delaware corporation (the “ Company ”).

The Subscriber hereby agrees to loan and advance to Company, and to purchase from the Company at the Closing provided for hereinbelow, and the Company agrees to sell and deliver to the Subscriber, an unsecured convertible promissory note of the Company (the “ Note ”) in the original principal sum of $                     (the “ Principal Amount ”), in substantially the form of promissory note attached hereto as Exhibit A .

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A.            Payment .  In connection with this Subscription Agreement and subject to acceptance by the Company, the Subscriber hereby agrees with the Company as follows:

(1)           The issuance of the Note offered or subscribed for pursuant hereto will occur at a Closing to be held on March    , 2008(the “ Closing Date ”),.  On the Closing Date, the Subscriber will pay to the Company the Principal Amount in immediately available funds, by wire transfer as directed by the Company.  Upon the Subscriber’s payment in full of the Principal Amount as contemplated by this Part A(1), the Company shall deliver to the Subscriber the Note, fully executed on behalf of the Company.

B.            Acknowledgments and Covenants .

(1)           The Subscriber hereby agrees to pay all costs and expenses incurred by or on behalf of the Company, including reasonable attorneys’ fees and disbursements, in connection with enforcing the Subscriber’s obligations under this Subscription Agreement in the event of any default in respect of its obligations hereunder.

(2)           Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “ Code ”), the Company must withhold tax with respect to certain transfers of property involving a foreign person.  To inform the Company whether withholding is required, the Subscriber shall complete a Form W-9 or applicable Form W-8.

C.            Representations and Warranties .

Subscriber Representations and Warranties.

The Subscriber warrants, represents and agrees with the Company as follows:

(1)           Upon acceptance by the Company, this Subscription Agreement is irrevocable and shall constitute a binding commitment of the Subscriber.

(2)           The principal address of Subscriber is outside of the United States, and Subscriber is not a U.S. Person as such term is defined and used in Regulation S (“ Regulation S ”) promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”).

(3)           At the time the “buy” order was originated in respect of Subscriber’s acquisition of the Note pursuant to this Subscription Agreement, Subscriber was outside of the U.S., and Subscriber is outside the U.S. as of the date of the execution and delivery of this Subscription Agreement by Subscriber.  No offer to acquire the Note pursuant to this Subscription Agreement or otherwise to acquire the Note was made to Subscriber or its representatives inside the U.S.

(4)           Subscriber is acquiring the Note and will acquire any Conversion Shares (as defined below) for his/her/its own account, not on behalf or for the account of any U.S. Person, and the purchase of the Note has not been pre-arranged with a purchaser in the U.S.

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(5)           The Subscriber will make all resales of the Note, and all resales of shares of Common Stock of the Company acquired upon conversion thereof (“Conversion Shares”) only outside of the U.S. in compliance with Regulation S, or pursuant to a registration statement under the Securities Act, or pursuant to an available exemption from registration under the Securities Act.  Specifically, Subscriber will not resell the Note or any Conversion Shares to any U.S. Person or within the United States prior to the expiration of one (1) year (the “ Distribution Compliance Period ”), except pursuant to registration under the Securities Act or an exemption from registration under the Securities Act.

(6)           Subscriber will not engage in any hedging transactions with respect to this Note or any similar note of the Company, or with respect to the Common Stock of the Company, at any time prior to the expiration of the Distribution Compliance Period, except in compliance with the Securities Act.

(7)           The Company is and will be relying on the truth and accuracy of Subscriber’s representations, warranties, agreements, acknowledgements and understandings as set forth herein, in order to determine the applicability of such exemptions and the suitability of Subscriber and his/her/its acquisition of the Note and any Conversion Shares.

(8)           Subscriber has been furnished with, or has acquired, copies of all of the documents filed by the Company with the United States Securities and Exchange Commission during the twelve (12) months prior to the date hereof, as well as all other documents made available by the Company for public dissemination during the same period, including, but not limited to, press releases, and Subscriber has been provided all necessary and appropriate information about the Company to make an informed investment decision with respect to the acquisition of this Shares.  WITHOUT LIMITING THE FOREGOING, THE SUBSCRIBER ACKNOWLEDGES THAT THE ACQUISITION OF THE NOTE INVOLVES, AND THE ACQUISITION OF ANY CONVERSION SHARES WILL INVOLVE, SUBSTANTIAL RISK AND THE SUBSCRIBER MAY LOSE ITS ENTIRE INVESTMENT.

(9)           Subscriber has sufficient knowledge and experience in financial and business matters and is capable of evaluating the risks and merits of Subscriber’s acquisition of the Note and Conversion Shares; Subscriber has been provided the opportunity to make all necessary and appropriate inquiries of the Company regarding the Company’s business and associated risks, and the Company has complied with all such requests; and Subscriber is able financially to bear the risk of losing Subscriber’s full investment in the Note and Conversion Shares.

(10)         The Note is being acquired, and the Conversion Shares will be acquired, in a transaction not involving a public offering within the United States within the meaning of the Securities Act, and Subscriber understands that the Note and Conversion Shares have not been and may not be, registered under the Securities Act or registered or qualified under any the securities laws of any state or other jurisdiction, is and will be “restricted securities” and cannot be resold or otherwise transferred unless registered

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under the Securities Act, and registered or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available.  Prior to any proposed transfer of the Note or Conversion Shares prior to any registration, Subscriber shall, among other things, give written notice to the Company of Subscriber’s intention to effect such transfer, identifying the transferee and describing the manner of the proposed transfer and, if requested by the Company, accompanied by (i) investment representations by the transferee similar to those made by Subscriber in this Section 10 and (ii) an opinion of counsel satisfactory to the Company to the effect that the proposed transfer may be effected without registration under the Securities Act and without registration or qualification under applicable state or other securities laws.  The Note and the certificate evidencing the Conversion Shares shall bear a legend similar to that set forth on the first page of this Subscription Agreement (insofar as applicable) and otherwise referring to reiterating the restrictions on transfer and other terms hereof applicable to the Note and Conversion Shares upon issuance, and containing such other information and imposing such other restrictions as shall be reasonably required by the Company.

(11)         Subscriber underst