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EX-31.2 - BIOMIMETIC THERAPEUTICS, INC.v218397_ex31-2.htm
EX-31.1 - BIOMIMETIC THERAPEUTICS, INC.v218397_ex31-1.htm
EX-32.1 - BIOMIMETIC THERAPEUTICS, INC.v218397_ex32-1.htm
EX-32.2 - BIOMIMETIC THERAPEUTICS, INC.v218397_ex32-2.htm
EX-10.67 - BIOMIMETIC THERAPEUTICS, INC.v218397_ex10-67.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

FORM 10-K/A
(Amendment No. 1)
 
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
 
OR
 
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from           to____
Commission File Number 000-51934
 

BioMimetic Therapeutics, Inc.
 
(Exact name of registrant as specified in its charter)
 

Delaware
62-1786244
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)

389 Nichol Mill Lane, Franklin, Tennessee 37067
(Address of principal executive offices, including ZIP code)
(615) 844-1280
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Name of each exchange on which registered
Common Stock, $0.001 par value per share
  
The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:
None
 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
   ¨ Yesx No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
  ¨ Yesx No
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.x Yes¨ No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ¨Yes¨No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer¨
Accelerated filerx
Non-accelerated filer¨
Smaller reporting company¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
¨ Yesx No
 
The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant (assuming, for purposes of this calculation only, that the registrant’s directors, executive officers and greater than 10% shareholders are affiliates of the registrant), based upon the closing sale price of the registrant’s common stock on June 30, 2010, the last business day of the registrant’s most recently completed second fiscal quarter, was $167.1 million.
 
As of March 4, 2011, a total of 27,933,329 shares of the registrant’s common stock were outstanding.
 
 

 
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the registrant’s definitive Proxy Statement relating to the registrant’s 2011 Annual Meeting of Stockholders are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III. The registrant intends to file such Proxy Statement with the Securities and Exchange Commission not later than 120 days after the end of the registrant’s fiscal year ended December 31, 2010. Except as expressly incorporated by reference, the registrant’s Proxy Statement shall not be deemed to be a part of this report on Form 10-K.
  
EXPLANATORY NOTE
 
This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2010 of BioMimetic Therapeutics, Inc. is being filed for the sole purpose of filing an amended version of Exhibit 10.67.  The exhibit was previously filed with the Annual Report on Form 10-K filed by the registrant on March 10, 2011.  The amended version of the exhibit has been revised to include certain information previously omitted which is no longer the subject of a confidential treatment request made by the registrant.  This Amendment No. 1 also contains currently dated certifications as Exhibits 31.1, 31.2, 32.1 and 32.2.  No attempt has been made in this Amendment No. 1 to modify or update any other information presented in the Form 10-K as previously filed nor does this Amendment No. 1 reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures that may be affected by subsequent events.  Accordingly, this Amendment No. 1 should be read in conjunction with the Form 10-K previously filed and the registrant’s other filings with the Securities and Exchange Commission.
 
 
 

 
 
PART IV
 
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
1.    All financial statements
 
Consolidated financial statements filed as part of this report are listed under Item 8. “Financial Statements and Supplementary Data.”
 
2.     Financial statement schedules
 
No schedules are required because either the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.
 
3.     Exhibits
 
The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this report.
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Dated: April 13, 2011
 
BIOMIMETIC THERAPEUTICS, INC.
 
By:
/s/ Samuel E. Lynch
 
Samuel E. Lynch, D.M.D., D.M.Sc.
Chief Executive Officer and President
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Samuel E. Lynch, D.M.D., D.M.Sc. and Larry Bullock, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Report on Form 10-K/A, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
 
Signatures
 
Capacity
 
Date
         
/s/ Samuel E. Lynch
 
Chief Executive Officer and President
 
April 13, 2011
Samuel E. Lynch, D.M.D., D.M.Sc.
 
(Principal Executive Officer)
   
         
/s/ Larry Bullock
 
Chief Financial Officer
 
April 13, 2011
Larry Bullock
 
(Principal Financial and Accounting Officer)
   
         
/s/ Larry W. Papasan
 
Chairman of the Board of Directors
 
April 13, 2011
Larry W. Papasan
       
         
/s/ Chris Ehrlich
 
Director
 
April 13, 2011
Chris Ehrlich
       
         
/s/ Charles Federico
 
Director
 
April 13, 2011
Charles Federico
       
         
/s/ Gary E. Friedlaender, M.D.
 
Director
 
April 13, 2011
Gary E. Friedlaender, M.D.
       
 
 

 

Signatures
 
Capacity
 
Date
         
/s/ James G. Murphy
 
Director
 
April 13, 2011
James G. Murphy
       
         
/s/ Douglas Watson
 
Director
 
April 13, 2011
Douglas Watson
       
 
 EXHIBIT INDEX 
 
Exhibit No.
 
Description
3.1
 
Amended and Restated Certificate of Incorporation (Incorporated by reference to the registrant’s Form 10-Q for the quarter ended June 30, 2006).
     
3.2
 
Second Amended and Restated Bylaws (Incorporated by reference to the registrant’s Form 8-K filed on June 16, 2008).
     
4.1
 
Form of certificate representing shares of common stock (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on April 26, 2006).
     
10.1**
 
License Agreement between the registrant and President and Fellows of Harvard College, dated as of April 10, 2001 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on May 8, 2006).
     
10.2**
 
Exclusive Patent License Agreement between the registrant and ZymoGenetics, Inc., dated as of March 28, 2001 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on May 10, 2006).
     
10.3**
 
Second Exclusive Patent License Agreement between the registrant and ZymoGenetics, Inc., dated as of January 21, 2003 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on May 10, 2006).
     
10.4**
 
Letter Agreement between the registrant and ZymoGenetics, Inc., dated October 17, 2005 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on May 8, 2006).
     
10.5**
 
Manufacturing and Supply Agreement between the registrant and Chiron Corporation, dated as of July 28, 2004 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on May 8, 2006).
     
10.6**
 
Supply Agreement between the registrant and Orthovita, Inc. dated as of August 2, 2002 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on February 10, 2006).
     
10.7**
 
Exclusive Sublicense Agreement between the registrant and Luitpold Pharmaceuticals, Inc., dated as of December 9, 2003 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on May 10, 2006).
     
10.8
 
Research, Development and Marketing Agreement between the registrant and Luitpold Pharmaceuticals, Inc., dated as of December 9, 2003 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on May 8, 2006).
 
 

 
 
Exhibit No.
 
Description
10.9**
 
Manufacturing and Supply Agreement between the registrant and Luitpold Pharmaceuticals, Inc., dated as of December 9, 2003 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on May 8, 2006).
     
10.10**
 
Development, Manufacturing and Supply Agreement between the registrant and Kensey Nash Corporation, dated as of June 28, 2005 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on February 10, 2006).
     
10.11*
 
2001 Long-Term Stock Incentive Plan (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on February 10, 2006).
     
10.12*
 
2005 Employee Stock Purchase Plan (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on February 10, 2006).
     
10.13*
 
Employment Agreement, effective as of November 30, 2004, by and between the registrant and Dr. Samuel E. Lynch (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on February 10, 2006).
     
10.14*
 
Amendment to Employment Agreement, effective as of December 1, 2004, by and between the registrant and Dr. Samuel E. Lynch (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on February 10, 2006).
     
10.15*
 
Employment Agreement, effective as of September 1, 2002, by and between the registrant and James Monsor (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on February 10, 2006).
     
10.16*
 
Employment Agreement, effective as of July 5, 2005, by and between the registrant and Steven N. Hirsch (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on February 10, 2006).
     
10.17*
 
Employment Agreement, effective as of May 31, 2005, by and between the registrant and Earl Douglas (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on February 10, 2006).
     
10.18**
 
Patent Purchase Agreement by and among the registrant and Institute of Molecular Biology, Inc. dated November 16, 2005 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on February 10, 2006).
     
10.19
 
Amendment No. 1 to Exclusive Sublicense Agreement between the registrant and Luitpold Pharmaceuticals, Inc. dated as of December 21, 2005 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on February 10, 2006).
     
10.20
 
Amendment No. 1 to Manufacturing and Supply Agreement between the registrant and Luitpold Pharmaceuticals, Inc. dated as of December 21, 2005 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on February 10, 2006).
     
10.21**
 
Letter Agreement between the registrant and Luitpold Pharmaceuticals, Inc. dated as of December 21, 2005 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on February 10, 2006).
 
 

 
 
Exhibit No.
 
Description
10.22
 
Form of indemnification agreement by and between the registrant and each executive officer and director (Incorporated by reference to the registrant’s Form 8-K filed on June 22, 2006).
     
10.23
 
Amended and Restated Information and Registration Rights Agreement dated October 21, 2004 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on March 31, 2006).
     
10.24
 
Amendment to the Amended and Restated Information and Registration Rights Agreement dated April 29, 2005 (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on March 31, 2006).
     
10.25*
 
Amendment to 2001 Long-Term Stock Incentive Plan (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on April 26, 2006).
     
10.26*
 
Second Amendment to 2001 Long-Term Stock Incentive Plan (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on April 26, 2006).
     
10.27*
 
Third Amendment to 2001 Long-Term Stock Incentive Plan (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-131718) filed on May 5, 2006).
     
10.28*
 
Amendment to 2005 Employee Stock Purchase Plan (Incorporated by reference to the registrant’s Registration Statement on Form S-1 (SEC File No. 333-139291) filed on December 12, 2006).
     
10.29
 
Lease Agreement between the registrant and Noblegene Development, LLC effective January 1, 2007 (Incorporated by reference to the registrant’s Form 8-K filed on May 7, 2007).
     
10.30
 
Lease Agreement between the registrant and Noblegene Development, LLC dated August 17, 2007 (Incorporated by reference to the registrant’s Form 8-K filed on August 21, 2007).
     
10.31**
 
Asset Purchase Agreement between the registrant and Luitpold Pharmaceuticals, Inc. dated December 14, 2007 (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2007).
     
10.32**
 
Amended and Restated Exclusive Sublicense Agreement between the registrant and Luitpold Pharmaceuticals, Inc. dated January 4, 2008 (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2007).
     
10.33**
 
Exclusive License Agreement between the registrant and Luitpold Pharmaceuticals, Inc. dated January 4, 2008 (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2007).
     
10.34**
 
Supply Agreement between the registrant and Luitpold Pharmaceuticals, Inc. dated January 4, 2008 (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2007).
     
10.35
 
Agreement Terminating Research, Development and Marketing Agreement between the registrant and Luitpold Pharmaceuticals, Inc. dated January 4, 2008 (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2007).
 
 

 
 
Exhibit No.
 
Description
10.36
 
Agreement Terminating Manufacturing and Supply Agreement between the registrant and Luitpold Pharmaceuticals, Inc. dated January 4, 2008 (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2007).
     
10.37
 
Amendment and Waiver Agreement with respect to Asset Purchase Agreement between the registrant and Luitpold Pharmaceuticals, Inc. dated January 4, 2008 (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2007).
     
10.38*
 
Employment Agreement, effective as of January 1, 2008, by and between the registrant and Dr. Samuel E. Lynch (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2007).
     
10.39
 
Amendment to Lease Agreement between the registrant and Noblegene Development, LLC dated January 22, 2008 (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).
     
10.40*
 
Amendment to 2001 Long-Term Stock Incentive Plan dated March 27, 2008 (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).
     
10.41**
 
Distribution Agreement between the registrant and Joint Solutions Alliance Corporation dated April 18, 2008 (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008).
     
10.42*
 
Employment Agreement, effective as of September 5, 2008, between the registrant and Larry Bullock dated September 30, 2008 (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008).
     
10.43
 
Separation Agreement and Full Release between the registrant and Dr. Charles Hart dated September 30, 2008 (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008).
     
10.44
 
Time Promissory Note from registrant to Deutsche Bank AG, Cayman Islands Branch, dated as of October 27, 2008 (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008).
     
10.45
 
Borrower Security and Pledge Agreement between registrant and Deutsche Bank AG, Cayman Islands Branch, dated as of October 27, 2008 (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008).
     
10.46
 
Securities Account Control Agreement between registrant and Deutsche Bank AG, Cayman Islands Branch, dated as of October 27, 2008 (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008).
     
10.47
 
Bank Commitment Letter from Deutsche Bank AG, Cayman Islands Branch, to registrant dated October 27, 2008 (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008).
     
10.48
 
Second Amendment to Lease Agreement between registrant and Noblegene Development, LLC dated January 9, 2009 (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2008).
     
10.49
 
Purchase Agreement between the registrant and InterWest Partners, dated April 3, 2009 (Incorporated by reference to the registrant’s Form 8-K filed on April 7, 2009).
     
10.50
 
Standby Purchase Agreement between the registrant and Novo A/S, dated April 4, 2009 (Incorporated by reference to the registrant’s Form 8-K filed on April 7, 2009).
 
 

 
 
Exhibit No.
 
Description
10.51*
 
Employment Agreement, effective as of July 17, 2009, between the registrant and Dr. Samuel E. Lynch (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
     
10.52*
 
Employment Agreement, effective as of July 17, 2009, between the registrant and Steven Hirsch (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
     
10.53*
 
Employment Agreement, effective as of July 17, 2009, between the registrant and Larry Bullock (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
     
10.54*
 
Employment Agreement, effective as of July 17, 2009, between the registrant and Earl Douglas (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
     
10.55*
 
Employment Agreement, effective as of July 17, 2009, between the registrant and Dr. Russell Pagano (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009).
     
10.56**
 
Release and Settlement Agreement, effective as of December 21, 2009, between the registrant and Deutsche Bank Securities, Inc. (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2009).
     
10.57**
 
Amended and Restated Manufacturing and Supply Agreement, effective as of December 1, 2009, between the registrant and Novartis Vaccines and Diagnostics, Inc. (Incorporated by reference to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2009).
     
10.58**
 
First Amendment to Development, Manufacturing and Supply Agreement, effective August 15, 2006, between the registrant and Kensey Nash Corporation (Incorporated by reference to the registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2009).
     
10.59**
 
Second Amendment to Development, Manufacturing and Supply Agreement, effective November 1, 2006, between the registrant and Kensey Nash Corporation (Incorporated by reference to the registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2009).
     
10.60**
 
Third Amendment to Development, Manufacturing and Supply Agreement, effective April 2, 2008, between the registrant and Kensey Nash Corporation (Incorporated by reference to the registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2009).
     
10.61
 
Separation Agreement and Full Release between the registrant and Steven Hirsch dated September 29, 2010 (Incorporated by reference to the registrant’s Form 8-K filed on September 30, 2010).
     
10.62**
 
Fourth Amendment to Development, Manufacturing and Supply Agreement, effective September 30, 2010, between the registrant and Kensey Nash Corporation (Incorporated by reference to the registrant’s Form 10-K filed on March 10, 2011).
     
10.63
 
Amendment No. 1 to Amended and Restated Exclusive Sublicense Agreement between the registrant and Luitpold Pharmaceuticals, Inc. dated November 1, 2010 (Incorporated by reference to the registrant’s Form 8-K filed on November 19, 2010).
 
 
 

 
 
Exhibit No.
 
Description
10.64
 
Amendment No. 1 to Asset Purchase Agreement between the registrant and Luitpold Pharmaceuticals, Inc. dated November 1, 2010 (Incorporated by reference to the registrant’s Form 8-K filed on November 19, 2010).
     
10.65
 
Amendment No. 1 to Agreement Terminating Research, Development and Marketing Agreement between the registrant and Luitpold Pharmaceuticals, Inc. dated November 1, 2010 (Incorporated by reference to the registrant’s Form 8-K filed on November 19, 2010).
     
10.66**
 
Logistical Support Agreement between the registrant and Joint Solutions Alliance Corporation dated November 3, 2010 (Incorporated by reference to the registrant’s Form 10-K filed on March 10, 2011).
     
10.67**
 
Supply Agreement between the registrant and Integra LifeSciences Corporation dated July 17, 2010.
     
21.1
 
Subsidiaries of the registrant (Incorporated by reference to the registrant’s Form 10-K filed on March 10, 2011).
     
23.1
 
Consent of Ernst & Young LLP (Incorporated by reference to the registrant’s Form 10-K filed on March 10, 2011).
     
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
     
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
     
32.1
 
Section 1350 Certification of the Chief Executive Officer
     
32.2
  
Section 1350 Certification of the Chief Financial Officer
  

 
*
Indicates management contract or compensatory plan or arrangement
 
**
Confidential treatment has been requested for portions of this exhibit