UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
LOS ANGELES DIVISION
WHEREAS, the parties hereto, GenSci Orthobiologics, Inc. and GenSci Regeneration Sciences, Inc.
(collectively, "GenSci"), and Osteotech, Inc. ("Osteotech"), desire to resolve by settlement the following actions
pending in the United States District Court for the Central District of California: Case Nos. 99-10111-MRP, 00-
2313-MRP, and 00-11342-MRP (collectively, the "Litigation") and all issues raised in the bankruptcy cases filed
by GenSci and currently pending in this District as Case Nos. SA 01-20438 RA and SA 01-20439 RA ( the
"Chapter 11 Cases"); and
WHEREAS, the parties desire to resolve by settlement of the Litigation all disputes known or posited currently to
exist between them, and those that may be reasonably contemplated, arising from GenSci's manufacturing, using,
selling or offering for sale certain demineralized bone tissue products, DynaGraft Gel, DynaGraft Putty and
Orthoblast (the "Accused Products"), which are alleged in the Litigation to infringe United States Patent Nos.
5,290,558 (the "`558 patent"), 5,284,655 (the "'655 patent") and/or 5,676,146 (the "'146 patent"); and
WHEREAS, Case No. 99-10111-MRP was tried to a jury commencing on October 31, 2001 and GenSci was
found by the jury to infringe the `558 and the `655 patents by manufacturing, using, marketing, selling or offering
for sale DynaGraft Gel and DynaGraft Putty, and the jury awarded Osteotech damages in the amount of
$17,533,634 (less the stipulated offset amount of $3,000,000); and
WHEREAS, mediation and settlement discussions were conducted between and among the parties by the
Honorable Matthew Byrne, Senior Judge of the United States District Court on March 6, 2003, and under his
direction the parties have reached this agreement.
NOW, THEREFORE, IN CONSIDERATION OF the mutual covenants and agreements set forth herein and
other good and valuable consideration, GenSci and Osteotech MUTUALLY SPECIFY AND AGR