THIS AGREEMENT effective the 18th day of December, 1997 (the "Effective Date") between OSTEOTECH,
INC., a Delaware corporation (the "Corporation") and JAMES L. RUSSELL, Ph.D. (the "Employee").
WHEREAS, the Corporation desires to employ the Employee as its Executive Vice President and Chief
Scientific Officer; and
WHEREAS, the Employee desires to accept such employment upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, the parties
hereto agree as follows:
1. Employment. The Corporation hereby employs the Employee, and the Employee hereby accepts employment
by the Corporation as the Executive Vice President and Chief Scientific Officer of the Corporation upon the
terms and conditions set forth herein.
2. Term. Unless sooner terminated in accordance with this Agreement, the initial term of this Agreement and the
term of employment of the Employee shall commence on the Effective Date hereof and shall expire on December
31, 1999 and shall be automatically renewable for successive additional two (2) year terms unless at least three
(3) months prior to December 31, 1999 or the expiration date of any subsequent term the Corporation
terminates this Agreement by written notice to the Employee, whereupon this Agreement shall be terminated at
the end of the applicable period (with such initial term and any two year renewal thereof, unless sooner
terminated in accordance with this Agreement being the "Term of Employment").
3. Duties. The Employee shall be employed in an executive capacity as the Executive Vice President and Chief
Scientific Officer of the Corporation. The Employee shall perform such duties and services, consistent with his
positions, as may be assigned to him (from time to time) by the President and Chief Executive Officer of the
Corporation. In furtherance of the foregoing, the Employee hereby agrees to perform well and faithfully the