D&W June 5, 2002
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (the "Agreement"), dated as of June 1, 2002, is entered into by and
among Osteotech, Inc., a Delaware Corporation with its principal offices at 51 James Way, Eatontown, NJ
07724 ("OTI"), and Osteotech Investment Corporation, a New Jersey Corporation with its principal offices at
51 James Way, Eatontown, NJ 07724 (collectively "Osteotech"), the Musculoskeletal Transplant Foundation, a
not-for-profit District of Columbia corporation with its principal place of business at 125 May Street, Edison, NJ
08837 ("MTF"), and Synthes Spine Company, L.P., a Delaware limited partnership with its principal place of
business at 1690 Russell Road, Paoli, PA 19301 ("Synthes") (collectively, the "Parties").
WHEREAS, Osteotech, MTF and Synthes are parties to a certain action captioned Musculoskeletal Transplant
Foundation and Synthes Spine Co. L.P. v. Osteotech, Inc and Osteotech Investment Corp; and Osteotech, Inc.
and Osteotech Investment Corp. v. Musculoskeletal Transplant Foundation and Synthes Spine Co. L.P., Civ.
No. 00-4869 (JWB), pending in the United States District Court for the District of New Jersey (the "Action");
WHEREAS, the Parties desire to settle and resolve all disputes that led to the Action, and all claims,
counterclaims, allegations and defenses asserted therein.
NOW, THEREFORE, IN CONSIDERATION OF the mutual covenants and agreements set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
agree as follows:
1. The Parties have contemporaneously executed a License Agreement of even date (the "License Agreement"),
and OTI and MTF have entered into a processing agreement entitled "Second Amended and Restated
Processing Agreement Between Osteotech, Inc. and
Musculoskeletal Transplant Foundation and Biocon, Inc." (the "Processing Agreement"). This Agreement shall
take effect onl