SEVERANCE AGREEMENT

Exhibit 10.17(b)

SEVERANCE AGREEMENT

     THIS SEVERANCE AGREEMENT (this “Agreement”) is made as of the 1 ^st day of January, 2008 by and between Integra LifeSciences Holdings Corporation, a Delaware Corporation, and Judith O’Grady (“Executive”).

Background

     WHEREAS, this Agreement is intended to specify the financial arrangements that the Company will provide to Executive upon Executive’s separation from employment with the Company in connection with or after a Change in Control (as defined below).

     NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and intended to be legally bound hereby, the parties hereto agree as follows:

Terms

     1.  Definitions . The following words and phrases shall have the meanings set forth below for the purposes of this Agreement (unless the context clearly indicates otherwise):

	(a)		“ Base Salary ” shall mean a minimum base salary of $235,000.00 per year (“Base Salary”), payable in periodic installments in accordance with Company’s regular payroll practices in effect from time to time. Executive’s Base Salary shall be subject to annual reviews, and may increase pursuant to such reviews, in which case the increased Base Salary shall become the “Base Salary.”
	(b)		“ Board ” shall mean the Board of Directors of Company, or any successor thereto.
	(c)		“ Cause ,” as determined by the Board in good faith, shall mean Executive has —

	(1)		failed to perform his stated duties in all material respects, which failure continues for 15 days after his receipt of written notice of the failure;
	(2)		intentionally and materially breached any provision of this Agreement and not cured such breach (if curable) within 15 days of his receipt of written notice of the breach;
	(3)		demonstrated his personal dishonesty in connection with his employment by Company;
	(4)		engaged in a breach of fiduciary duty in connection with his employment with the Company;

	(5)		engaged in willful misconduct that is materially and demonstrably injurious to the Company or any of its subsidiaries; or
	(6)		has been convicted or has entered a plea of guilty or nolo contendere to a felony or to any other crime involving moral turpitude which conviction or plea is materially and demonstrably injurious to the Company or any of its subsidiaries.

(d)

A “ Change in Control ” of Company shall be deemed to have occurred:

	(1)		if the “beneficial ownership” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of securities representing more than fifty percent (50%) of the combined voting power of Company Voting Securities (as herein defined) is acquired by any individual, entity or group (a “Person”), other than Company, any trustee or other fiduciary holding securities under any employee benefit plan of Company or an affiliate thereof, or any corporation owned, directly or indirectly, by the stockholders of Company in substantially the same proportions as their ownership of stock of Company (for purposes of this Agreement, “Company Voting Securities” shall mean the then outstanding voting securities of Company entitled to vote generally in the election of directors); provided , however, that any acquisition from Company or any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (3) of this definition shall not be a Change in Control under this paragraph (1); or
	(2)		if individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason during any period of at least 24 months to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or

			consents by or on behalf of a Person other than the Board; or
	(3)		upon consummation by Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Company or the acquisition of assets or stock of any entity (a “Business Combination”), in each case, unless immediately following such Business Combination: (i) Company Voting Securities outstanding immediately prior to such Business Combination (or if such Company Voting Securities were converted pursuant to such Business Combination, the shares into which such Company Voting Securities were converted) (x) represent, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination (the “Surviving Corporation”), or, if applicable, a corporation which as a result of such transaction owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries (the “Parent Corporation”) and (y) are held in substantially the same proportions after such Business Combination as they were immediately prior to such Business Combination; (ii) no Person (excluding any employee benefit plan (or related trust) of Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) except to the extent that such ownership of Company existed prior to the Business Combination; and (iii) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board, providing for such Business Combination; or
	(4)		upon approval by the stockholders of Company of a complete liquidation or dissolution of Company.

(e)

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

	(f)		“ Company ” shall mean Integra LifeSciences Holdings Corporation and any corporation, partnership or other entity owned directly or indirectly, in whole or in part, by Integra LifeSciences Holdings Corporation.
	(g)		“ Disability ” shall mean Executive’s inability to perform his duties hereunder by reason of any medically determinable physical or mental impairment which is expected to result in death or which has lasted or is expected to last for a continuous period of not fewer than six months.
	(h)		“ Good Reason ” shall mean:

	(1)		a material breach of this Agreement by Company which is not cured by Company within 15 days of its receipt of written notice of the breach;
	(2)		during the one-year period following a Change in Control, the relocation by the Company of the Executive’s office to a location more than forty (40) miles from Princeton, New Jersey, or, where Executive’s office is located other than at the Company’s headquarters in Plainsboro, New Jersey, to a location more than forty (40) miles from the location of Executive’s office on the date hereof;
	(3)		Company fails to obtain the assumption of this Agreement by any successor to Company; or
	(4)		during the one-year period following a Change in Control, the Company, without Executive’s express written consent: (i) reduces Executive’s base salary, bonus opportunity (if applicable) or the aggregate fringe benefits provided to Executive; or (ii) substantially alters the Executive’s authority and/or title or otherwise diminishes the nature or status of Executive’s responsibilities in a manner reasonably construed to constitute a demotion.

	(i)		“ Retirement ” shall mean the termination of Executive’s employment with Company in accordance with the retirement policies, including early retirement policies, generally applicable to Company’s salaried employees.
	(j)		“ Termination Date ” shall mean the date specified in the Termination Notice.
	(k)		“ Termination Notice ” shall mean a dated notice which: (i) indicates the specific termination provision in this Agreement relied upon (if any); (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for the termination of Executive’s employment under such

provision; (iii) specifies a Termination Date; and (iv) is given in the manner specified in Section 16(i).

     2.  Term of Agreement . The term of this Agreement shall commence on the date hereof as first written above and shall terminate on December 31, 2008, provided, that, notwithstanding any decision of the Company not to extend this Agreement, this Agreement shall continue in effect for a period of 12 months beyond the date on which a Change in Control occurs if a Change in Control shall have occurred during the term of this Agreement and while Executive is employed by the Company.

     3.  Termination of Employment .

	(a)		Prior to a Change in Control . Executive’s rights upon termination of employment prior to a Change in Control shall be governed by the Company’s standard employment termination policies and practices applicable to Executive in effect at the time of termination or, if applicable, any written employment agreement between the Company and Executive other than this Agreement in effect at the time of termination.
	(b)		After a Change in Control .

	(i)		From and after the date of a Change in Control during the term of this Agreement, the Company shall not terminate Executive from employment with the Company except as provided in this Section 3(b) or as a result of Executive’s Disability, Retirement or death.
	(ii)		From and after the date of a Change in Control during the term of this Agreement, the Company shall have the right to terminate Executive from employment with the Company at any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination.
	(iii)		From and after the date of a Change in Control during the term of this Agreement: (x) the Company shall have the right to terminate Executive’s employment without Cause, at any time; and (y) Executive shall, upon the occurrence of such a termination by the Company without Cause, or upon the voluntary termination of Executive’s employment by Executive for Good Reason, be entitled to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within 60 days after the date of the occurrence of any event that Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail the facts and circumstances claimed by Executive to constitute Good Reason. Any notice given by

Executive pursuant to this Section 3 shall be effective five business days after the date it is given by Executive.

     4.  Payments Upon Termination of Employment .

(a)

Termination with Salary Continuation . As consideration for the restrictive covenants contained in Section 5, in the event that within twelve months of a Change in Control (i) Executive terminates his employment for Good Reason, or (ii) Executive’s employment is terminated by Company for a reason other than Retirement, Disability, death or Cause, then Company shall:

	(i)		pay Executive a severance amount equal to Executive’s Base Salary (determined without regard to any reduction that would give rise to Good Reason) as of his last day of active employment; the severance amount shall be paid in a single sum on the first business day of the month following the Termination Date; and
	(ii)		maintain and provide to Executive, for a period ending on the earlier of (A) the end of the twelfth month after the Termination Date, or (B) Executive’s death, continued health coverage in the plan in which Executive was participating immediately prior to the Termination Date; provided that the continuation of such coverage is not prohibited by the terms of the plan or by the Company for legal reasons; and provided further, that in order to receive such continued coverage, Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required to pay for such coverage and the Company shall reimburse to Executive the amount of such monthly premium, less the amount that Executive was required to pay for such coverage immediately prior to the Termination Date (the “Health Payment”), no later than the next payroll date of the Company that occurs after the date th