STANDBY PURCHASE AGREEMENT

Exhibit 10.2

STANDBY PURCHASE AGREEMENT

     This Standby Purchase Agreement (this “ Agreement ”), dated as of April 4, 2009, is entered into by and between BioMimetic Therapeutics, Inc., a Delaware corporation (the “ Company ”), and Novo A/S (the “ Standby Purchaser ”), a Danish private limited liability company.

     WHEREAS, the Company proposes, as soon as practicable after the Rights Offering Registration Statement (as defined herein) becomes effective, to commence an offering to each of the holders of its common stock, $0.001 par value (the “ Common Stock ”), of record as of the close of business on the record date to be determined by the Company’s Board of Directors (the “ Record Date ”), of non-transferable rights (the “ Rights ”) to subscribe for and purchase additional shares of Common Stock (the “ New Shares ”) at a subscription price per share of $8.50 for an aggregate offering amount of up to $17,000,000 (the “ Subscription Price ” and, such offering, the “ Rights Offering ”); and

     WHEREAS, pursuant to the Rights Offering, the Company will distribute to each of its stockholders of record, at no charge, one Right for each share of Common Stock held by the stockholder of record as of the Record Date, and each Right will entitle the holder thereof to purchase 0.107 New Shares from the Company (with fractional shares rounded up to the next whole number of shares) at the Subscription Price (the “ Basic Subscription Privilege ”); and

     WHEREAS, each holder of Rights who exercises its Basic Subscription Privilege in full will be entitled to subscribe for, at the Subscription Price, Unsubscribed Shares (as defined herein) to the extent that other holders of Rights do not exercise all of their respective Basic Subscription Privileges (the “ Over-Subscription Privilege ”); and

     WHEREAS, any holder of Rights, after exercising in full its Basic Subscription Privilege and Over-Subscription Privilege, who has a subscription right to purchase a fractional share will be permitted to subscribe for one additional full share in lieu of the fractional share that would have been granted, without furnishing any additional rights (the “ Step-Up Privilege ”); and

     WHEREAS, in order to facilitate the Rights Offering, the Company has requested the Standby Purchaser to agree, and the Standby Purchaser has agreed, subject to the terms and conditions of this Agreement, that, to the extent New Shares are not purchased by the Company’s stockholders pursuant to the exercise of Rights, the Standby Purchaser shall be deemed to have exercised such Rights immediately prior to the expiration of the Offering Period and shall purchase such shares from the Company at the Subscription Price pursuant to the exercise of such Rights (the “ Unsubscribed Shares ”), subject to a maximum total commitment of $15,000,000.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the Company and the Standby Purchaser, intending to be legally bound hereby, agree as follows:

      Section 1. Definitions.

     (a)  Certain Defined Terms. The following terms used herein shall have the meanings set forth below:

          (i) “ Agreement ” has the meaning set forth in the preamble hereto.

          (ii) “ Base Prospectus ” means the prospectus relating to the Common Stock included with the Rights Offering Registration Statement, including the documents incorporated by reference therein.

          (iii) “ Basic Subscription Privilege ” has the meaning set forth in the recitals hereto.

          (iv) “ Board ” means the board of directors of the Company.

          (v) “ Business Day ” shall mean any day that is not a Saturday, a Sunday, or a day on which banks are required or permitted to be closed in the State of New York.

          (vi) “ Closing ” has the meaning set forth in Section 2(b).

          (vii) “ Closing Date ” has the meaning set forth in Section 2(b).

          (viii) “ Commission ” means the United States Securities and Exchange Commission.

          (ix) “ Common Stock ” has the meaning set forth in the recitals hereto.

          (x) “ Company ” has the meaning set forth in the preamble hereto.

          (xi) “ Company Stockholder Approval ” means, in compliance with Section 203 of the DGCL, approval of the Company’s issuance of the New Shares to the Standby Purchaser by 66 2/3% of the Company’s voting stock not owned by an interested stockholder.

          (xii) “ DGCL ” means the Delaware General Corporation Law.

          (xiii) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder.

          (xiv) “ Intellectual Property ” has the meaning set forth in Section 5(n).

          (xv) “ Interwest Partners ” means InterWest Partners X, LP.

          (xvi) “ InterWest Purchase Agreement ” has the meaning set forth in Section 6(a)(vii).

          (xvii) “ Issuer Free Writing Prospectus ” means each “free writing prospectus” (as defined in Rule 405 of the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the Rights Offering.

          (xviii) “ Losses ” has the meaning set forth in Section 10(a)(i).

          (xix) “ Material Adverse Effect ” means the occurrence, either individually or in the aggregate, of any material adverse effect on the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and of the Subsidiaries taken as a whole, except any of the following, either alone or in combination, shall not be deemed a Material Adverse Effect: (i) effects caused by changes or circumstances affecting general market conditions in the U.S. economy or that are generally applicable to the industry in which the Company operates, provided that such effects do not adversely affect the Company in a disproportionate manner, (ii) effects resulting from or relating to the announcement or disclosure of the sale of the Rights Offering or other transactions contemplated by this Agreement, or (iii) effects caused by any event, occurrence or condition resulting from or relating to the taking of any action in accordance with this Agreement.

          (xx) “ New Shares ” shall have the meaning set forth in the recitals hereto.

          (xxi) “ Offering Period ” means the period of time from the Record Date until the expiration date of the Rights Offering.

          (xxii) “ Over-Subscription Privilege ” has the meaning set forth in the recitals hereto.

          (xxiii) “ Person ” means an individual, corporation, partnership, association, joint stock company, limited liability company, joint venture, trust, governmental entity, unincorporated organization or other legal entity.

          (xxiv) “ Preliminary Prospectus ” means the preliminary prospectus supplement to the Base Prospectus relating to the Rights Offering, filed with the Commission, pursuant to Rule 424 under the Securities Act, together with the Base Prospectus, including the documents incorporated by reference therein.

          (xxv) “ Products ” has the meaning set forth in Section 5(n).

          (xxvi) “ Prospectus ” means the final prospectus supplement to the Base Prospectus relating to the Rights Offering filed with the Commission, pursuant to Rule 424 under the Securities Act, together with the Base Prospectus, including the documents incorporated by reference therein.

          (xxvii) “ Proxy Statement ” means the definitive proxy statement filed with the Commission relating to the Company Stockholder Approval and the transactions contemplated hereunder, together with all amendments, supplements and exhibits thereto.

          (xxviii) “ Record Date ” has the meaning set forth in the recitals hereto.

          (xxix) “ Rights ” has the meaning set forth in the recitals hereto.

          (xxx) “ Rights Offering ” has the meaning set forth in the recitals hereto.

          (xxxi) “ Rights Offering Expiration Date ” means the date on which the subscription period under the Rights Offering expires.

          (xxxii) “ Rights Offering Registration Statement ” means the Company’s Registration Statement on Form S-3 under the Securities Act or such other appropriate form under the Securities Act, pursuant to which the shares of Common Stock underlying the Rights will be registered pursuant to the Securities Act.

          (xxxiii) “ Rules and Regulations ” means the rules and regulations promulgated under the Securities Act.

          (xxxiv) “ Securities Act ” means the Securities Act of 1933, as amended and the rules and regulations promulgated by the Commission thereunder.

          (xxxv) “ Shelf Base Prospectus ” means the prospectus relating to the Common Stock included with the Shelf Registration Statement, including the documents incorporated by reference therein.

          (xxxvi) “ Shelf Prospectus ” means the final prospectus supplement to the Shelf Base Prospectus relating to the Shelf Registration Statement filed with the Commission, pursuant to Rule 424 under the Securities Act, together with the Shelf Base Prospectus, including the documents incorporated by reference therein.

          (xxxvii) “ Shelf Registration Statement ” shall mean the Company’s Registration Statement on Form S-3 under the Securities Act or such other appropriate form under the Securities Act, pursuant to which, among other securities, the Standby Purchase Commitment will be registered pursuant to the Securities Act.

          (xxxviii) “ Specified Courts ” has the meaning set forth in Section 11(f).

          (xxxix) “ Standby Purchase Commitment ” means the number of New Shares allocated to the Standby Purchaser by the Company at the Standby Purchase Commitment Price following the close of the Offering Period pursuant to the terms of this Agreement.

          (xl) “ Standby Purchase Commitment Price ” means the Subscription Price.

          (xli) “ Standby Purchaser ” has the meaning set forth in the preamble hereto.

          (xlii) “ Step-Up Privilege ” has the meaning set forth in the recitals hereto.

          (xliii) “ Subscription Agent ” has the meaning set forth in Section 6(a).

          (xliv) “ Subscription Price ” has the meaning set forth in the recitals hereto.

          (xlv) “ Subsidiary ” or “ Subsidiaries ” has the meaning set forth in Section 5(a).

          (xlvi) “ Unsubscribed Shares ” has the meaning set forth in the recitals hereto.

      Section 2. Standby Purchase Commitment.

     (a)  Standby Purchase Commitment.

          (i) If and to the extent Unsubscribed Shares are not purchased by the Company’s other stockholders pursuant to the exercise of Rights (including the Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchaser shall be deemed to have exercised such Rights immediately prior to the expiration of the Rights Offering and shall be entitled to and hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Standby Purchaser, at the Subscription Price, all such remaining New Shares, subject to a maximum total commitment of the Standby Purchaser of $15,000,000, including any New Shares purchased by the Standby Purchaser in the Rights Offering pursuant to its Basic Subscription Privilege.

          (ii) The Standby Purchaser and the Company hereby agree that it is the intent of both parties that the Standby Purchaser, by virtue of acting hereunder, shall not be deemed an “underwriter” within the definition of Section 2(a)(11) of the Securities Act or deemed to be engaged in broker-dealer activity requiring registration under Section 15 of the Exchange Act, and the Standby Purchaser and Company shall in the fulfillment of their obligations hereunder act in accordance with this mutual understanding.

     (b)  Closing. On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the closing of the purchase and sale of the Standby Purchase Commitment (the “ Closing ”) shall take place at the offices of Morrison & Foerster LLP, at 10:00 a.m., New York City time, on or before the third Business Day after the Rights Offering Expiration Date; provided , that the Closing may take place at such other place, time or date as shall be mutually agreed upon by the Company and the Standby Purchaser (the date of the Closing, the “ Closing Date ”).

     (c)  Deliveries at Closing.

          (i) At the Closing, the Company shall deliver to the Standby Purchaser the following:

               (1) A certificate or certificates in book-entry form, registered in the name of the Standby Purchaser, representing the Standby Purchase Commitment that is allocated to the Standby Purchaser. The certificate or certificates for the Standby Purchase Commitment shall be registered in such names and in such denominations as the Standby Purchaser may request not less than two Business Days prior to the Closing Date.

               (2) A certificate of an officer of the Company on its behalf to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the date hereof, and that as of the Closing Date the Company has complied with all covenants and other obligations of the Company set forth in this Agreement.

               (3) A legal opinion of counsel to the Company substantially in the form attached hereto as Exhibit A .

          (ii) At the Closing, the Standby Purchaser shall deliver to the Company the following:

               (1) The Standby Purchase Commitment Price for the Standby Purchase Commitment, which shall be paid by the Standby Purchaser to the Company in U.S. federal (same day) funds to an account designated in writing by the Company at least two Business Days prior to the Closing Date.

               (2) A certificate of the Standby Purchaser to the effect that the representations and warranties of the Standby Purchaser are true and correct in all material respects on and as of the date hereof.

      Section 3. Representations and Warranties of the Standby Purchaser. The Standby Purchaser represents and warrants to the Company, as of the date hereof and as of the Closing Date, as follows:

     (a)  Organization. The Standby Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has the requisite limited liability company power and authority to carry on its business as it is now being conducted.

     (b)  Due Authorization. The Standby Purchaser has the requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and the execution and delivery by the Standby Purchaser of this Agreement, the purchase of the Standby Purchase Commitment and the consummation of the transactions contemplated hereby (a) are within the limited liability company power and authority of the Standby Purchaser and (b) have been duly authorized by all necessary limited liability company action of the Standby Purchaser. This Agreement has been duly and validly executed and delivered by the Standby Purchaser. Assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes a valid and binding obligation of the Standby Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors’ rights generally, and general equitable principles relating to the availability of remedies and the public policy underlying such laws.

     (c)  No Conflicts. The execution, delivery and performance of this Agreement by the Standby Purchaser, the purchase of the Standby Purchase Commitment and the consummation by the Standby Purchaser of the other transactions contemplated by this Agreement and the compliance by the Standby Purchaser with the terms of this Agreement do not and will not conflict with or do not result and will not result in any breach or violation of any of the terms or provisions of, or do not constitute or will not constitute a default under, do not cause or will not cause (or do not permit or will not permit) the maturation or acceleration of any liability or obligation or the termination of any right under, or do not result in the creation or imposition of any lien, charge or encumbrance upon, any property or assets of the Standby Purchaser pursuant to the terms of (i) the charter or bylaws or other applicable organizational documents of the Standby Purchaser; (ii) any indenture, mortgage, deed of trust, voting trust agreement, stockholders’ agreement, note agreement or other agreement or instrument to which the Standby

Purchaser is a party or by which it is bound or to which its respective property is subject; or (iii) any statute, judgment, decree, order, rule or regulation applicable to the Standby Purchaser of any government, arbitrator, court, regulatory body or administrative agency or other governmental agency or body, domestic or foreign, having jurisdiction over the Standby Purchaser or its activities or properties, which materially and adversely affects the business or properties of the Standby Purchaser.

     (d)  No Consent. No authorization, approval, consent or license of any government, governmental instrumentality or court, domestic or foreign (other than under the Securities Act and the securities or blue sky laws of the various states) is required for the purchase of the shares underlying the Standby Purchase Commitment, if any, to be purchased by the Standby Purchaser hereunder and the consummation by such Standby Purchaser of the transactions contemplated by this Agreement.

     (e)  Information. The Standby Purchaser and its advisers have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Standby Purchase Commitment which have been requested by such Standby Purchaser or its advisers. The Standby Purchaser is familiar with the business in which the Company is engaged, and based upon its knowledge and experience in financial and business matters, the Standby Purchaser is familiar with the investments of the type that it is undertaking to purchase; is fully aware of the problems and risks involved in making an investment of this type; and is capable of evaluating the merits and risks of this investment.

     (f)  Confidentiality. The Standby Purchaser and its affiliates acknowledge that, in receiving information about the terms of this Agreement and about the Company in connection with this Agreement, they may have received material non-public information within the meaning of the U.S. federal securities laws. As such, if and to the extent that the Standby Purchaser or its affiliates have received material non-public information within the meaning of the U.S. federal securities laws, neither the Standby Purchaser nor its affiliates has and none of them will purchase (other than in connection with the Standby Purchase Commitment) or sell any securities of the Company, in a transaction that would violate applicable U.S. federal securities laws as a result of the Standby Purchaser or its affiliates having any such material non-public information, from the date of this Agreement until after the Closing Date or the earlier termination of the Standby Purchaser’s obligations under Section 2 of this Agreement.

     (g)  Short Sales. Since being contacted by the Company, the Standby Purchaser has not taken any action that has caused the Standby Purchaser to have, directly or indirectly, sold or agreed to sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock.

     (h)  Market Stabilization. The Standby Purchaser has not taken and the Standby Purchaser will not take, directly or indirectly, any action designed to or that might reasonably be expected to result in stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of the Standby Purchase Commitment.

     (i)  Control. The Standby Purchaser is acquiring the Standby Purchase Commitment in the ordinary course of its business and not with the purpose nor with the effect of changing or influencing the control of the Company, nor in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) under the Exchange Act.

     (j)  Accredited Investor Status. The Standby Purchaser was not created for the purpose of acquiring the Standby Purchase Commitment and is an “accredited investor,” as that term is as defined in Rule 501(a) of Regulation D under the Securities Act. The Standby Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Standby Purchase Commitment, and has so evaluated the merits and risks of such investment. The Standby Purchaser is able to bear the economic risk of an investment in the Standby Purchase Commitment and, at the present time, is able to afford a complete loss of such investment. The Standby Purchaser understands that its investment in the Standby Purchase Commitment involves a significant degree of risk. Such Standby Purchaser is a “qualified institutional buyer” (as defined in Rule 144A promulgated under the Securities Act).

     (k)  Acquisition for Investment. The Standby Purchaser is acquiring the Standby Purchase Commitment as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Standby Purchase Commitment or any part thereof, has no present intention of distributing any of such Standby Purchase Commitment and has no arrangement or understanding with any other Persons regarding the distribution of such Standby Purchase Commitment; provided , however , that in making such representation, the Standby Purchaser does not agree to hold the Standby Purchase Commitment for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the Standby Purchase Commitment at any time in accordance with federal and state securities laws applicable to such sale, transfer or disposition.

     (l)  Relationship with Company. The Standby Purchaser has no position or office with the Company and owns 3,326,159 shares of the Company’s Common Stock as of the date of this Agreement.

     (m)  Standby Purchaser Activities. The Standby Purchaser is not a broker-dealer and does not need to be registered as a broker-dealer.

      Section 4. Covenants of the Standby Purchaser.

     Neither the Standby Purchaser nor any of its affiliates will contact or communicate with any Rights holders regarding the Standby Purchase Commitment without first notifying the Company.

      Section 5. Representations and Warranties of the Company. The Company hereby represents and warrants to the Standby Purchaser as follows:

     (a)  Organization and Qualification . The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation with corporate power and authority to own or lease its properties and conduct its

business as described in the SEC Reports (as defined below) and the Company is qualified to do business as a foreign corporation in each jurisdiction in which qualification is required, except where failure to so qualify would not have a Material Adverse Effect. The Company’s subsidiaries (each a “ Subsidiary ” and collectively the “ Subsidiaries ”) are listed on Exhibit B to this Agreement and are the only subsidiaries, direct or indirect, of the Company. Each Subsidiary is a direct or indirect wholly owned subsidiary of the Company. Each Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to own or lease its properties and conduct its business as currently carried out, and is qualified to do business as a foreign corporation in each jurisdiction in which qualification is required, except where failure to so qualify would not have a Material Adverse Effect.

     (b)  Authorized Capital Stock. As of the date hereof, the authorized, issued and outstanding share capital of the Company is as set forth on Schedule 5(b) hereto. The issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Other than employee stock options, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. With respect to each of the Subsidiaries (i) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s capital stock or any such options, rights, convertible securities or obligations.

     (c)  Issuance, Sale and Delivery of the New Shares. The New Shares will have been duly authorized (assuming Company Stockholder Approval) and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable. No preemptive rights or other rights to subscribe for or purchase any shares of Common Stock of the Company exist with respect to the issuance and sale of the New Shares by the Company pursuant to this Agreement.

     (d)  Due Execution, Delivery and Performance of the Agreements. The Company has full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set

forth in Section 9 of this Agreement may be limited by federal or state securities law or the public policy underlying such laws. The execution and performance of this Agreement by the Company and the consummation of the transactions herein contemplated will not violate any provision of the certificate of incorporation or bylaws of the Company or the organizational documents of any Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company or any Subsidiary pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which any of the Company or any Subsidiary is a party or by which any of the Company or any Subsidiary or their respective properties may be bound or affected and in each case that would have a Material Adverse Effect or, to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Company or any Subsidiary or any of their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the New Shares.

     (e)  Reporting Company; Form S-3. The Company is not an “ineligible issuer” (as defined in Rule 405 promulgated under the Securities Act) and is eligible to register the New Shares for resale by the Standby Purchaser on a registration statement on Form S-3 under the Securities Act. The Company is subject to the reporting requirements of the Exchange Act, and has filed all reports required thereby. Provided neither the Standby Purchaser nor any holder of common stock is deemed to be an underwriter with respect to any shares, to the Company’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit or delay the preparation and filing of the Rights Offering Registration Statement or the Shelf Registration Statement that will be available for the resale of the New Shares by the Standby Purchaser.

     (f)  Rights Offering Registration Statement and Prospectus and Shelf Registration Statement and Shelf Prospectus. At the time each of the Rights Offering Registration Statement and Shelf Registration Statement becomes effective, such registration statement will comply in all material respects with the requirements of the Securities Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the time the Rights Offering Registration Statement becomes effective and at the Closing Date, and the Shelf Prospectus, at the time the Shelf Registration Statement becomes effective, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided , however , that the representations and warranties in this subsection shall not apply to statements in or omissions from the Rights Offering Registration Statement or the Prospectus, or the Shelf Registration Statement or the Shelf Prospectus, made in reliance upon and in conformity with the information furnished to the Company in writing by the Standby Purchaser for use in the Rights Offering Registration Statement or in the Prospectus, or in the

Shelf Registration Statement or the Shelf Prospectus. The documents incorporated by reference into each of the Prospectus and the Shelf Prospectus, when they become effective or at the time they are filed with the Commission, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act.

     (g)  Proxy Statement. The Proxy Statement will not, on the date it is first mailed to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and will not, at the time of the Company Stockholder Approval, omit to state any material fact necessary to correct any statement in any earlier communication from the Company with respect to the solicitation of proxies for the Company Stockholder Approval which shall have become false or misleading in any material respect. The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information furnished to the Company in writing by the Standby Purchaser for inclusion or incorporation by reference in any of the foregoing documents.

     (h)  Accountants. Ernst & Young LLP, who has expressed its opinion with respect to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, which will be incorporated by reference into the (A) Rights Offering Registration Statement and the Prospectus that forms a part thereof, and the (B) Shelf Registration Statement and the Shelf Prospectus that forms a part thereof, are registered independent public accountants as required by the Securities Act and the rules and regulations promulgated by the Commission thereunder and by the rules of the Public Company Accounting Oversight Board.

     (i)  No Defaults or Consents. Neither the execution, delivery and performance of this Agreement by the Company nor the consummation of any of the transactions contemplated hereby (including, without limitation, the issuance and sale by the Company of the New Shares) will give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, except such defaults that individually or in the aggregate would not cause a Material Adverse Effect, or require any consent or waiver under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or its subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which either the Company or its subsidiaries or any of their properties or businesses is bound, or any franchise, license, permit, judgment, decree, order, statute, rule or regulation applicable to the Company or any of its subsidiaries or violate any provision of the charter or by-laws of the Company or any of its subsidiaries, except for such consents or waivers which have already been obtained and are in full force and effect.

     (j)  Contracts. The material contracts to which the Company is a party that are filed pursuant to the Securities Act or the Exchange Act, with the Commission by the Company have been duly and validly authorized, executed and delivered by the Company and constitute the legal, valid and binding agreements of the Company, enforceable by and against it in accordance

with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors’ rights generally, and general equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution may be limited by federal or state securities laws and the public policy underlying such laws.

     (k)  No Actions. There are no legal or governmental actions, suits or proceedings pending or, to the Company’s knowledge, threatened against the Company or any Subsidiary before or by any court, regulatory body or administrative agency or any other governmental agency or body, domestic, or foreign, which actions, suits or proceedings, individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect; and no labor disturbance by the employees of the Company exists or, to the Company’s knowledge, is imminent, that might reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary is a party to or subject to the provisions of any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental agency or body that might have a Material Adverse Effect.

     (l)  Properties. The Company and each Subsidiary has good and marketable title to all the properties and assets described as owned by it in the consolidated financial statements, free and clear of all liens, mortgages, pledges, or encumbrances of any kind except (i) those, if any, reflected in such consolidated financial statements, or (ii) those that are not material in amount and do not adversely affect the use made and proposed to be made of such property by the Company or its Subsidiaries. The Company and each Subsidiary holds its leased properties under valid and binding leases. The Company and any Subsidiary owns or leases all such properties as are necessary to its operations as now conducted.

     (m)  No Material Adverse Change. Except as set forth on Schedule 5(m) , since December 31, 2008, (i) the Company and its Subsidiaries have not incurred any material liabilities or obligations, indirect, or contingent, or entered into any material agreement or other transaction that is not in the ordinary course of business or that could reasonably be expected to result in a material reduction in the future earnings of the Company; (ii) the Company and its Subsidiaries have not sustained any material loss or interference with their businesses or properties from fire, flood, windstorm, accident or other calamity not covered by insurance; (iii) the Company and its Subsidiaries have not paid or declared any dividends or other distributions with respect to their capital stock and none of the Company or any Subsidiary is in default in the payment of principal or interest on any outstanding debt obligations; (iv) there has not been any change in the capital stock of the Company or its Subsidiaries other than the sale of the Shares hereunder and shares or options issued pursuant to employee equity incentive plans or purchase plans approved by the Board, or indebtedness material to the Company or its Subsidiaries (other than in the ordinary course of business and any required scheduled payments); and (v) there has not occurred any event that has caused or could reasonably be expected to cause a Material Adverse Effect.

     (n)  Intellectual Property. To the Company’s knowledge, the Company owns, or has obtained valid and enforceable licenses for, or other legal rights to use, the inventions, patent applications, patents, utility models, industrial property, trademarks (both registered and unregistered), trade names, service marks (both registered and unregistered), service names,

copyrights, trade secrets, customer lists, designs, manufacturing or other processes, computer software, systems, data compilations, research results, know-how or other proprietary rights and information owned or licensed by the Company, or used in the Company’s business as presently conducted with respect to the research, development, testing and marketing of Augment Bone Graft, Augment Injectable Bone Graft, and the other product candidates (collectively, the “ Products ”), except as set forth on Schedule 5(n) or where the failure to own, license or otherwise enjoy such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “ Intellectual Property ”). To the Company’s knowledge, all of such patents, registered trademarks and registered copyrights owned or licensed by the Company have been duly registered in, filed in or issued by the United States Patent and Trademark Office (the “ USPTO ”), the United States Copyright Office or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and all such other jurisdictions, except where the failure to do so, individually or in the aggregate, would not have a Material Adverse Effect. The Company has taken all steps required in accordance with sound business practice and business judgment to establish and preserve its ownership of or rights to all material Intellectual Property. Except as set forth on Schedule 5(n) , to the Company’s knowledge, there are no third parties who have or will be able