X0303 4 2008-11-19 0 0000883697 REGEN BIOLOGICS INC RGBI 0000905363 TIMKEN WILLIAM R 411 HACKENSACK AVENUE HACKENSACK NJ 07601 1 0 0 0 STOCK OPTION (RIGHT TO BUY) 14.50 2008-11-19 4 A 0 6750 0.00 A 2018-11-19 Series E Convertible Preferred Stock 6750 6750 D EXERCISE PRICE IS $0.145 PER SHARE OF COMMON STOCK IF OPTION IS EXERCISED AFTER MANDATORY CONVERSION OF SERIES E STOCK. EQUAL TO 675,000 SHARES OF COMMON STOCK AFTER MANDATORY CONVERSION OF THE SERIES E STOCK THE OPTION VESTS RATABLY ON A DAILY BASIS OVER FOUR YEARS FROM THE DATE OF FDA CLEARANCE OF THE COLLAGEN SCAFFOLD 510(K) APPLICATION. EACH SHARE OF SERIES E STOCK IS MANDATORILY CONVERTIBLE INTO 100 SHARES OF REGEN'S COMMON STOCK AT SUCH TIME AS (i) THE COMPANY'S CERTIFICATE OF INCORPORATION IS AMENDED TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OR (ii) UPON THE EFFECTIVENESS OF A REVERSE STOCK SPLIT OF THE COMMON STOCK, SUCH THAT THERE ARE A SUFFICIENT NUMBER OF SHARES OF COMMON STOCK TO EFFECT THE CONVERSION. /S/ BRION D. UMIDI ATTORNEY IN FACT 2008-11-20