REGEN BIOLOGICS, INC. NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 4.21

REGEN BIOLOGICS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT

     This Nonqualified Stock Option Agreement (this “Agreement”), dated as of the Grant Date set forth below, is by and between ReGen Biologics, Inc., a Delaware corporation (the “Corporation”), and the non-employee director of the Corporation or its subsidiary identified below (the “Optionee”).

     Optionee: [     ]

     Grant Date: [     ]

     Number of shares of Common Stock, par value $0.01 per share subject to option (the “Shares”): [     ]

     Exercise Price per Share: [     ]

     Vesting: [     ]

     Optionee’s Address for Notices: [          ]

     Exhibit A attached hereto is incorporated herein by reference.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the Grant Date.

EXHIBIT A
TO
REGEN BIOLOGICS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT

     1.  Grant of Option . Subject to the provisions of the ReGen Biologics, Inc. Non-Employee Director Supplemental Stock Option Plan (the “Plan”) and this Agreement, ReGen Biologics, Inc. (the “Corporation”) hereby grants to the Optionee the right and option (the “Option”) to purchase from the Corporation shares of the Corporation’s common stock, par value $0.01 per share (the “Shares”). The number of Shares covered by the Option and the exercise price per Share are set forth on the cover page to this Agreement (the “Cover Page”). It is not intended that the Option shall constitute an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended from time to time, or subsequent comparable statute (the “Code”).

     2.  Vesting and Expiration .

          (a) Except to the extent otherwise provided herein or in the Plan, the Option shall vest and become exercisable according to the vesting schedule set forth on the Cover Page.

          (b) Notwithstanding any other provision hereof, the Option shall expire on the tenth (10 ^th ) anniversary of the Grant Date, provided that if the Optionee dies within the tenth (10 ^th ) year following the Grant Date, the Option shall not expire before the eleventh (11 ^th ) anniversary of the Grant Date.

     3.  Exercise Following Termination of Employment, Consulting or Director Relationship . If the Optionee ceases “Continuous Service” as an employee, consultant or director of the Corporation, the outstanding portion of the Option shall be exercisable only in accordance with the provisions of this section. “Continuous Service” means that the Optionee’s service with the Corporation or an “Affiliate”, whether as an employee, director or consultant, is not interrupted or terminated. The Optionee’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Optionee renders service to the Corporation or an Affiliate as an employee, consultant or director or a change in the entity for which the Optionee renders such service, provided that there is no interruption or termination of the Optionee’s Continuous Service. For example, a change in status from an employee of the Corporation to a consultant of an Affiliate or a director of the Corporation shall not constitute an interruption of Continuous Service. The Committee or the chief executive officer of the Corporation, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. The term “Affiliate” includes the terms “parent corporation” and “subsidiary corporation” as such terms are defined in Section 424 of the Code.

          (a) If the Optionee’s Continuous Service as an employee, consultant or director for the Corporation is terminated for “cause” (as defined in the Plan), the outstanding vested portion of the Option (determined as of the time at which notice of termination is given to

the Optionee) shall be and remain exercisable until the first to occur of (i) the expiration date referred to in Section 2, and (ii) the time at which notice of termination is given to the Optionee, and the unvested portion of the Option shall be forfeited.

          (b) If the Optionee’s Continuous Service as an employee, consultant or director for the Corporation is terminated for any reason other than for “cause” (as defined in the Plan), the portion of the Option that was unvested as of such termination shall be forfeited (except to the extent provided herein) and the unexercised portion of the Option that was vested as of such termination shall remain exercisable until the first to occur of (i) the expiration dates referred to in Section 2, and (ii) the expiration of three (3) months from the date the Optionee ceases Continuous Service as an employee, consultant or director for the Corporation, provided that if the Optionee ceases Continuous Service as an employee, consultant or director for the Corporation by reason of death or Disability, the period referred to in this clause (ii) shall be one year following the date the Optionee ceases Continuous Service as an employee, consultant or director for the Corporation and any unvested portion of the Options granted under this Agreement shall become fully vested and exercisable as of the date of death or the date of termination due to Disability. If the Optionee dies during the three (3) month period referred to in clause (ii), his or her estate may exercise the Option, but not later than the earlier of one year after the date of death or the expiration of the term of the Option.

     4.  Exercise . The Option may be exercised by delivering to the Corporation at its principal offices a written notice, signed by a person entitled to exercise the Option, of the election to exercise the Option and stating the number of Shares to be purchased. Such notice shall be accompanied by the payment of the full exercise price of the Shares to be purchased. Upon payment in accordance with