Common use of Purchase Options Clause in Contracts

Purchase Options. (a) In the event that a Purchase Option Event shall occur during the Term, the Assignee shall have the right, but not the obligation (the "Assignee -------- Option Repurchase"), exercisable within *** days of its receipt of written ----------------- notice from the Assignor of the Purchase Option Event (the "Purchase Option --------------- Exercise Period"), to require the Assignor to repurchase from the Assignee the --------------- Assigned Interests for a repurchase price equal to an amount such that the amount of such repurchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the Assignor pursuant to Section 2.02(c) and all amounts payable in respect of Net Sales) and not repaid by Assignee to Assignor, discounted annually at the Applicable Discount Rate to the date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (the "Assignee Option Repurchase Price"); provided, however, that if the event -------------------------------- constituting a exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's receipt of the Assignee's repurchase election notice, repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Account designated by the Assignee in such election notice. If the applicable repurchase price payable under this Section 5.07(a) is equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option Event, repurchase from the Assignee the Assigned Interests at a price equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Option. (b) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (c) In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior to the date of the Call Option Event. Assignor shall, within *** days following the consummation of the Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (e) In connection with the consummation of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (f) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b).

Purchase Options. (a) In Subject to Section 5.07(a)(ii), in the event that a Purchase Option Event shall occur during the Termoccur, the Assignee shall have the right, but not the obligation (the "“Assignee -------- Option Repurchase"Repurchase Option”), exercisable within *** days of its receipt of written ----------------- notice from the Assignor date of the Purchase Option Event (the "Purchase Option --------------- Exercise Period"), to require the Assignor to repurchase from the Assignee the --------------- Assigned Interests for a repurchase price equal to an amount such that the amount of such repurchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the Assignor pursuant to Section 2.02(cwhether or not Company gives notice thereof) and all amounts payable in respect of Net Sales) and not repaid by Assignee to Assignor, discounted annually at the Applicable Discount Rate to through the date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (the "Assignee Option Repurchase Price"); provided, however, that if the event -------------------------------- constituting a exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be ****** days after Assignee’s receipt of written notice from Company of the day Purchase Option Event, to require Company to repurchase from Assignee the Assigned Interests by providing a written notice to Company exercising such right. (i) The purchase price payable by Company in the event of receipt by an Assignee Repurchase Option (the “Assignee Repurchase Option Price”) shall be calculated as follows: (A) for any Assignee Repurchase Option arising as a result of a Purchase Option Event described in clauses (i) through (vi) and clause (vii)(D) thereof, the Assignee Repurchase Option Price shall equal the greater of notice (I) two hundred percent (200%) of Assignor's election the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to exercise Section 2.03; or, (II) an amount sufficient to provide an IRR of twenty-five percent (25%) on the Assignor Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; or, (B) for any Assignee Repurchase Option Repurchase. If each arising as a result of Assignee a Purchase Option Event described in clause (vii)(A)-(C) and Assignor exercise (E) thereof, the Assignee Repurchase Option Price shall equal in each case as of the date of payment of the Assignee Repurchase Option Price: (I) On of before December 31, 2010, the greater of (a) one hundred ten percent (110%) of the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; or, (b) an amount sufficient to provide an IRR of ten percent (10%) on the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; or, (II) Following December 31, 2010 through the end of the Term, the greater of (a) one hundred fifty percent (150%) of the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; or, (b) an amount sufficient to provide and IRR of fifteen percent (15%) on the Assignor Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; in each case as of the date of payment of the Assignee Repurchase Option RepurchasePrice (ii) With respect to any Assignee Repurchase Option arising as a result of a Purchase Option Event described in clause (vii)(A)-(C) or (E) thereof, respectivelyCompany shall have the right, but not the obligation, exercisable by providing written notice to Assignee within ****** Days following its receipt of written notice from Assignee of such Assignee Repurchase Option, to avoid payment of the Assignee Repurchase Option Price due under Section 5.07(a)(i)(B) above by (x) providing a written notice to Assignee that Company intends to make an Initial Make Whole Payment at the end of the calendar year in which such Purchase Option Event occurred and (y) within ****** days after the end of each othersuch calendar year, the repurchase price shall equal the average paying to Assignee by wire transfer of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is immediately available funds directly to Assignee’s Account an amount equal to the Initial Make Whole Payment, together with a notice setting out the calculation of such amount. In addition, Company shall be permitted to avoid payment of the Assignee Repurchase Option Repurchase PricePrice in further consecutive calendar years in which there is a Make Whole Payment greater than zero, then Assignor shallby paying any Further Make Whole Payments to be made by wire transfer of immediately available funds directly to Assignee’s Account, and providing a written notice setting out the calculation of such amount, no later than within ****** days following after the Assignor's receipt end of any calendar year in which there is a Further Make Whole Payment greater than zero, for each calendar year through the end of the Assignee's repurchase election noticeTerm unless either (X) in any two consecutive calendar years (but not including calendar year 2007), the total Make Whole Payments equal or exceed fifty percent (50%) of the Applicable Percentage of the Projected Program Revenues in each of such two (2) consecutive calendar years, (Y) in any three (3) consecutive calendar years (but not including calendar year 2007), the total Make Whole Payments equal or exceed thirty-three percent (33%) of the Applicable Percentage of the Projected Program Revenues in each of such three (3) consecutive calendar years, ******, or (Z) ******, in each of which cases, at the end of the calendar year in which the final such Make Whole Payment would be due, Company shall be required to repurchase from the Assignee the Assigned Interests at the Assignee Repurchase Option Price. Notwithstanding anything to the contrary set forth in this Section 5.07(a)(ii), (A) in the event the actual amounts otherwise received by Assignee related to the Assigned Interests for any calendar year for which a Make Whole Payment is to be calculated exceeds the Applicable Percentage of the Projected Program Revenues for such calendar year, the Make Whole Payment for such period shall be zero; and (B) regardless of whether Company makes a Make Whole Payment hereunder, neither the Make Whole Payment mechanisms set forth herein nor the payment of any such Make Whole Payment shall be deemed to be Assignee’s sole remedy hereunder, or to operate as a waiver of any right including with respect to any uncured breach, and Assignee shall have the right to pursue any other remedies available at law or equity with respect to any breach or default hereunder (provided that any amounts payable to Assignee in connection with its pursuit of such remedies shall be reduced by the amount of any applicable Make Whole Payment). Following the end of the calendar year in which the final Make Whole Payment permitted hereunder is made, or following any failure by Company to make a Make Whole Payment when due, with respect to any Assignee Repurchase Price Option arising as a result of a Purchase Option Event described in clause (vii)(A)-(C) or (E) thereof, including any continuing uncured Purchase Option Event, Company shall be required to repurchase from Assignee the Assigned Interests at the Assignee Repurchase Option Price. For the avoidance of doubt, (i) no Make Whole Payment shall ever be required to be made by Assignee to Company and (ii) upon receipt of a written notice that Company intends to make an Initial Make Whole Payment, Assignee shall be precluded from exercising its right to require an Assignee Repurchase Option arising as a result of any Purchase Option Event described in clause (vii)(A)-(C) or (E) thereof for the calendar year in which such notice falls and, thereafter, in the event Company makes the Initial Make Whole Payment and for so long as the Company makes Further Make Whole Payments to the extent permitted herein. (iii) In the event that Assignee elects to exercise its rights to require an Assignee Repurchase Option, then Company shall, within ****** days following Company’s receipt of Assignee’s repurchase election notice if the Assignee Repurchase Option is based on a Purchase Option Event described in clauses (iii), (iv), (v), or (vi) thereof and otherwise within ****** days following Company’s receipt of Assignee’s repurchase election notice (unless Company elects to make and does make the Make Whole Payment(s) as described in Section 5.07(a)(ii) with respect to any Assignee Repurchase Option arising as a result of a Purchase Option Event described in clause (vii)(A)-(C) or(E) thereof), repurchase from Assignee the Assigned Interests at the Assignee Repurchase Option Price, the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's ’s Account designated by the Assignee in such election notice. If the applicable repurchase price payable under this Section 5.07(a) is equal Notwithstanding anything to the average contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, Assignee shall be deemed to have automatically and simultaneously elected to have Company repurchase from Assignee the Assignee Assigned Interests for the Assignees Option Repurchase Price and Assignee Repurchase Option Price shall be immediately due and payable without any further action or notice by any party, with no right by Company to avoid such Assignee Repurchase Option by making the Assignor Option Repurchase Price, then the Assignor shall within *** days following the consummation Make Whole Payment(s) described in Section 5.07(a)(ii). (iv) An example of the Purchase Option Event, repurchase from the Assignee the Assigned Interests at a price equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Option.Make Whole Payment timing as set forth on Exhibit A. (b) [***] We are seeking confidential treatment Company may, at its election, at any time repurchase all, but not less than all, of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (c) In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior to the date of the Call Option Event. Assignor shall, within *** days following the consummation of the Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (da “Call”) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (yi) Assignee shall have until the option second anniversary of the Closing Date, one hundred seventy-five percent (175%) of the Purchase Price (including any Performance Payment paid by Assignee) made pursuant to Section 2.03 or (ii) thereafter, the greater of (A) two hundred percent (200%) of the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03 or (B) an amount sufficient to provide an IRR of twenty five percent (25%) on the amount of the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03 (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder “Call Price”), in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, each case calculated as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Noticedate of payment of the Call Price. (ec) The Assignee Repurchase Option Price and the Call Price (collectively, the “Repurchase Price”) shall, in each case, be reduced by the sum of the total payments received and retained by Assignee under Section 2.02 and Section 5.07(a)(ii). (d) In connection with the consummation of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option a Call pursuant to subparagraphs (a), ) and (c) or (db) above (each, a "“Repurchase Event"”), Assignee agrees that it will (i) promptly execute ---------------- and deliver to Assignor Company such UCC termination statements and other documents as may be necessary to release release, or evidence the relative ranking of, Assignee's ’s Lien on the Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (fe) Assignee's ’s failure to exercise the Assignee Repurchase Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Repurchase Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b)Event.

Purchase Options. Subject to Sections 6.2 and 6.3, the Lessee shall have the right to purchase all, but not less than all, of the Lessor’s right, title and interest in and to the Undivided Interest: (a) In on the event date of expiration of the Initial Lease Term or any Renewal Term, at a purchase price, in immediately available funds, equal to the Fair Market Sales Value of the Undivided Interest as of such date; provided, however, that Lessee may not elect to purchase the Undivided Interest on such date of expiration if there has occurred and is continuing a Significant Lease Default or Lease Event of Default; or (b) on the Fixed Price Purchase Option Event shall occur during Date, at a purchase price, in immediately available funds, equal to the TermFixed Price Purchase Amount plus all Base Rent due and owing prior to the date of such payment, plus all Supplemental Rent due and owing on or prior to the date of such payment plus the Swap Breakage Amount, if any, plus, on such Fixed Price Purchase Option Date, the Assignee shall have the rightLessee Section 467 Loan Balance, but not the obligation if any, on such Date (the "Assignee -------- Option Repurchase"), exercisable within *** days of its receipt of written ----------------- notice from the Assignor of the Purchase Option Event (the "Purchase Option --------------- Exercise Period"), to require the Assignor to repurchase from the Assignee the --------------- Assigned Interests for a repurchase price equal to an amount such that the amount of such repurchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the Assignor as adjusted pursuant to Section 2.02(c4 hereof). Upon payment of such amounts, and after Lessee has paid all other amounts due and payable to Lessor and each other Person payable under the Operative Documents (and any payment of interest on the amount calculated pursuant to this Section 6.1(b) and at the Overdue Rate from the date specified for payment until actually paid if not paid on the date so specified) the Lessor shall pay to the Lessee the Lessor Section 467 Loan Balance on such Date (as adjusted pursuant to Section 4 hereof) (all amounts payable set forth in respect the preceding two sentences of Net Sales) and not repaid by Assignee to Assignorthis clause (b), discounted annually at the Applicable Discount Rate to the date or dates on which the Aggregate “Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (the "Assignee Option Repurchase Price"”); provided, however, that if Lessee may not elect the event -------------------------------- constituting a exercised the Assignor Option Repurchase, the Fixed Price Purchase Option Exercise Period shall be *** days from if on the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Fixed Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's receipt of the Assignee's repurchase election notice, repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Account designated by the Assignee in such election notice. If the applicable repurchase price payable under this Section 5.07(a) is equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option Event, repurchase from the Assignee the Assigned Interests at Date there has occurred and is continuing a price equal to the average Significant Lease Default or Lease Event of the Assignee Option Repurchase Price and the Assignor Option Repurchase OptionDefault. (b) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (c) In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior to the date of the Call Option Event. Assignor shall, within *** days following the consummation of the Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (e) In connection with the consummation of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (f) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b).

Purchase Options. Using the 15 invoices selected in paragraph 1 above, verify the purchase order reference number on the invoice with the purchase order (a) In if available). EXHIBIT E to Pooling Agreement FORM OF TRANSFEROR CERTIFICATE THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR THE LAWS OF ANY FOREIGN COUNTRY. THIS CERTIFICATE MAY NOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUCH RESALE, TRANSFER OR DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND FOREIGN LAWS. IN ADDITION TO THE RESTRICTIONS SET FORTH ABOVE, RESALE, TRANSFER OR DISPOSITION OF THIS CERTIFICATE IS PROHIBITED TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT (AS DEFINED BELOW). BIG FLOWER RECEIVABLES MASTER TRUST TRANSFEROR CERTIFICATE THIS CERTIFIES THAT BFP RECEIVABLES CORPORATION is the event that a Purchase Option Event shall occur during registered owner of an interest in the Term, the Assignee shall have the right, but not the obligation Big Flower Receivables Master Trust (the "Assignee -------- Option RepurchaseTrust"), exercisable within *** days which was created pursuant to the Pooling and Servicing Agreement, dated as of its receipt of written ----------------- notice _______, 1996 (as the same may be amended, supplemented or otherwise modified from the Assignor of the Purchase Option Event (time to time, the "Purchase Option --------------- Exercise PeriodPooling Agreement"), to require by and among BFP Receivables Corporation, a Delaware corporation, as Transferor ("Transferor"), Big Flower Press Holdings, Inc., as initial Servicer (in such capacity, the Assignor to repurchase from the Assignee the --------------- Assigned Interests for a repurchase price equal to an amount "Servicer"), and MANUFACTURERS AND TRADERS TRUST COMPANY, Trustee (in such that the amount of such repurchase pricecapacity, together with all amounts paid its successors and assigns in such capacity, the "Trustee"). This Certificate is the duly authorized Transferor Certificate designated and issued under the Pooling Agreement. To the extent not otherwise defined herein, capitalized terms have the meanings assigned to Assignee them in respect Appendix A to the Pooling Agreement. This Certificate is subject to the terms, provisions and conditions of, and is entitled to the benefits afforded by, the Pooling Agreement, to which terms, provisions and conditions the holder of this Certificate by virtue of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned acceptance hereof assents and by which the holder is bound. This Certificate shall not bear interest. The Pooling Agreement may be amended and the rights and obligations of the parties thereto and of the holder of this Certificate modified as set forth in the Pooling Agreement. Unless the certificate of authentication hereon shall have been executed by or on behalf of Trustee by the Assignor pursuant manual signature of a duly authorized signatory, this Certificate shall not entitle the holder hereof to Section 2.02(c) and all amounts payable any benefit under the Pooling Agreement or under any other Transaction Document or be valid for any purpose. This Certificate is limited in respect right of Net Sales) and not repaid by Assignee to Assignor, discounted annually at the Applicable Discount Rate payment to the date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (the "Assignee Option Repurchase Price"); provided, however, that if the event -------------------------------- constituting a exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option RepurchaseTransferred Assets. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's receipt of the Assignee's repurchase election notice, repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price the payment of which shall be made by wire Transferor may not transfer, assign, exchange or otherwise convey or pledge, hypothecate or otherwise grant a security interest in immediately available funds, to this Certificate or any interest represented hereby except in compliance with the Assignee's Account designated by the Assignee in such election notice. If the applicable repurchase price payable under this Section 5.07(a) is equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option Event, repurchase from the Assignee the Assigned Interests at a price equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Option. (b) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities conditions and Exchange Commission. (c) In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results restrictions set forth in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase PricePooling Agreement. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior to the date of the Call Option Event. Assignor shall, within *** days following the consummation of the Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire Any attempted transfer of immediately available funds to Assignee's Account designated by Assignee. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority any part of its interest in RHAKOSS in *** (this Certificate other than as permitted by the "Proposed Transfer Notice," which notice Pooling Agreement shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita)void and of no effect. In order to exercise This Certificate shall be construed in accordance with the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt laws of the Proposed Transfer Notice. (e) In State of New York, without reference to its conflict of laws principles, and all obligations, rights and remedies under, or arising in connection with, this Certificate shall be determined in accordance with the consummation laws of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the Collateral (provided that, in the case State of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase EventNew York. (f) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b).

Purchase Options. Provided that no Lease Default of the types specified in Sections 17.1(a), (ab) In or (j) or Lease Event of Default shall have occurred and be continuing (unless such Lease Event of Default involves a single Property and can be cured by the event that a exercise of the option to purchase by Lessee of such Property and such Property is referenced in the Purchase Option Event shall occur during the TermNotice (referenced below)), the Assignee and subject to Section 19.2, Lessee shall have the right, but not the obligation option (the "Assignee -------- Option RepurchasePurchase Option"), exercisable within *** by giving Lessor no less than sixty (60) days of its receipt of irrevocable written ----------------- notice from the Assignor of the Purchase Option Event (the "Purchase Option --------------- Exercise PeriodNotice") of Lessee's election to exercise such option as to any Property, on any anniversary of the Basic Term Commencement Date for such Property (or if all Properties are to be acquired on any such anniversary), to require the Assignor to repurchase from the Assignee the --------------- Assigned Interests for purchase all or one or more Properties on such date specified in such Purchase Notice at a repurchase price equal to an amount the Termination Value for such that Property or Properties (which the amount of such repurchase parties do not intend to be a "bargain" purchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the Assignor pursuant to Section 2.02(c) and Lessee at such time shall also pay any and all Rent then due and owing and all other amounts payable then due and owing (including without limitation amounts, if any, described in respect clause FIRST of Net SalesSection 22.2) (such Termination Value, Rent and not repaid by Assignee other amounts being hereafter referred to Assignor, discounted annually at the Applicable Discount Rate to the date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (as the "Assignee Purchase Option Repurchase Price"); provided, however, that if unless the event -------------------------------- constituting a Lessor otherwise consents or the Purchase Option is exercised after the Assignor Option RepurchaseConstruction Period Termination Date with respect to all of the Properties, the Purchase Option Exercise Period shall may not be *** days from the day of receipt exercised by the Assignee Lessee if, after giving effect to such exercise, the Maximum Property Cost of notice the purchased Properties (together with all other Properties purchased by Lessee pursuant to this Section 20.1) would be greater than 35% of Assignor's election to exercise the Assignor Option Repurchasegreatest Maximum Property Cost applicable at any time during the Term. If each Lessee exercises its Purchase Option pursuant to this Section 20.1, Lessor shall transfer to Lessee all of Assignee Lessor's right, title and Assignor exercise the Assignee Option Repurchase interest in and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average to such Property as of the Assignor Option Repurchase Price and date specified in the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's Purchase Notice upon receipt of the Assignee's repurchase election notice, repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Account designated by the Assignee in such election notice. If the applicable repurchase price payable under this Section 5.07(a) is equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option EventPrice, repurchase from amounts, if any, referred to in clause FIRST of Section 22.2 and all Rent and other amounts then due and payable under this Lease and any other Operative Agreement. To effect any transfer and assignment by Lessor to Lessee under this Section 20.1, Lessor shall execute, acknowledge (where required) and deliver to Lessee each of the Assignee following: (i) a special or limited warranty Deed conveying the Assigned Interests at a price equal Property (to the average extent it is real property) to Lessee free and clear of the Assignee Option Repurchase Price Lien of this Lease, the Lien of the Credit Documents 27 and any Lessor Liens; (ii) a B▇▇▇ of Sale conveying the Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (iii) any real estate tax affidavit or other document required by law to be executed and filed in order to record the Deed; and (iv) a FIRPTA affidavit. For purposes of this Lease and the Assignor Option Repurchase Option. (b) [***] We are seeking confidential treatment of these termsother Operative Agreements, which have been omitted. The confidential portion has been filed separately with the Securities any and Exchange Commission. (c) In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any all amounts received paid by Assignee Lessee pursuant to the provisions of Section 5.07(d), Advance Payment Amounts for 10.3(f) of the Fiscal Year in which the Call Option Event occurs, Participation Agreement shall be deemed to be amounts paid and any outstanding credits earned received pursuant to this Section 2.02(c)20.1. Lessee may assign its rights under this Section 20.1 to another Person; provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each Lessee shall remain liable for all obligations of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) Lessee hereunder respecting Property remaining subject to the contrary, the repurchase price shall equal the greater terms of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order this Lease subsequent to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior to the date of the Call Option Event. Assignor shall, within *** days following the consummation of the Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, such assignment as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has assignment had not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Noticeoccurred. (e) In connection with the consummation of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (f) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b).

Purchase Options. (a) In the event that a Purchase Option Event shall occur during the Term, the Assignee shall have the right, but not the obligation (the "Assignee -------- Option Repurchase"), exercisable within *** days of its receipt of written ----------------- notice from the Assignor of the Purchase Option Event (the "Purchase Option --------------- Exercise Period"), to require the Assignor to repurchase from the Assignee the --------------- Assigned Interests for a repurchase price equal to an amount such that the amount of such repurchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the Assignor pursuant to Section 2.02(c) and all amounts payable in respect of Net Sales) and not repaid by Assignee to Assignor, discounted annually at the Applicable Discount Rate to the date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (the "Assignee Option Repurchase Price"); provided, however, that if the event -------------------------------- constituting a Purchase Option Event also constitutes a Call Option Event and Assignor has exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's receipt of the Assignee's repurchase election notice, repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Account designated by the Assignee in such election notice. If the applicable repurchase price payable under this Section 5.07(a) is equal to the average of the Assignee Option Repurchase Price and the Assignor Option [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option Event, repurchase from the Assignee the Assigned Interests at a price equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Option. (b) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (c) In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior to the date of the Call Option Event. Assignor shall, within *** days following the consummation of the Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (e) In connection with the consummation of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (f) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b).

Purchase Options. (a) In 7.1 On or after the event that a Purchase Option Event shall occur occurrence and during the Termcontinuance of a Revolving Event of Default and the acceleration of the Revolving Debt, the Assignee Person(s) designated by the Note Collateral Agent (the “Designated Note Purchaser(s)”) shall have the rightoption, but not the obligation (the "Assignee -------- Option Repurchase"), exercisable within *** days of its receipt of by written ----------------- notice from the Assignor Note Collateral Agent to the Revolving Credit Agent, to purchase all of the Purchase Option Event Revolving Debt (including the "Purchase Option --------------- Exercise Period"Revolving Lenders’ collateral interest in the Collateral), to require . On the Assignor to repurchase from the Assignee the --------------- Assigned Interests for a repurchase price equal to an amount such that the amount of such repurchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned date specified by the Assignor pursuant to Section 2.02(c) and all amounts payable in respect of Net Sales) and not repaid by Assignee to Assignor, discounted annually at the Applicable Discount Rate to the date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (the "Assignee Option Repurchase Price"); provided, however, that if the event -------------------------------- constituting a exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's receipt of the Assignee's repurchase election notice, repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Account designated by the Assignee Note Collateral Agent in such election notice. If notice (which may not be later than the applicable repurchase price payable under this Section 5.07(a) is equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option Event, repurchase from the Assignee the Assigned Interests at a price equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Option. (b) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (c) In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days Business Day prior to the date of the Call Option Event. Assignor shall, within *** days following the consummation commencement of the Call Option Event, repurchase from sale or other liquidation of the Assignee Collateral of which the Assigned Interests at the Assignor Option Repurchase PriceNote Collateral Agent shall have been given no less than ten (10) days prior notice), the Assignee Option Repurchase Price Revolving Lenders shall sell to the Designated Note Purchaser(s) such Revolving Debt. Upon the date of such purchase and sale, the Designated Note Purchaser(s) shall (a) pay to Revolving Credit Agent, for its account and the account of the Revolving Secured Parties, as the purchase price therefor the full amount of all such Revolving Debt (exclusive of Letter of Credit Outstandings) then outstanding and unpaid (including principal, interest, fees, indemnities, and expenses, including reasonable attorneys’ fees and legal expenses), and (b) in connection therewith furnish the Revolving Loan Agent with cash collateral in an amount equal to 103% of the maximum amount available to be drawn under outstanding Letters of Credit (as defined in the Revolving Loan Agreements). Such purchase shall be expressly made without representation or warranty of any kind by the Revolving Credit Agent or the average of Revolving Secured Parties and without recourse to the Assignee Option Repurchase Price Revolving Credit Agent or the Revolving Secured Parties, except that Revolving Lenders shall represent and warrant: (a) that the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) In Revolving Lenders own the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority Revolving Debt free and clear of any of their respective rights in RHAKOSS in either Europe Liens or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North Americaencumbrances, (xb) Assignor shall the Revolving Lenders have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** assign the Revolving Debt, and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (e) In connection with the consummation of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) the assignment is duly authorized, executed and delivered. Any cash collateral furnished for outstanding letters of credit which is not required to be utilized to reimburse the Revolving Lenders for any drawings thereunder and fees and expenses associated therewith shall be returned to the Note Collateral Agent upon the expiration or (d) above (a "Repurchase Event")cancellation of each such letter of credit or after each such letter of credit is fully drawn. The obligations of the Revolving Lenders to sell their respective Revolving Debt under this Section 7.1 are several and not joint, Assignee agrees that it will (i) promptly execute ---------------- and deliver if any Revolving Lender breaches its obligations to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d)sell its Revolving Debt, the Collateral released will only relate to RHAKOSS and sales thereofDesignated Note Purchaser(s) and otherwise give effect to such Repurchase Event and may (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (f) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) but shall not preclude Assignee from exercising be obligated to) purchase the Assignee Option Repurchase under Revolving Debt of the other Revolving Lenders; it being acknowledged that nothing in this Section 5.07(a7.1 shall require the Designated Note Purchaser(s) and/or (b) upon to purchase less than all of the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b)Revolving Debt.

Purchase Options. (a) In 7.1 On or after the event that a Purchase Option Event shall occur occurrence and during the Termcontinuance of a Revolving Event of Default and the acceleration of the Revolving Debt, the Assignee Person(s) designated by the Note Collateral Agent (the “ Designated Note Purchaser(s) ”) shall have the rightoption, but not the obligation (the "Assignee -------- Option Repurchase"), exercisable within *** days of its receipt of by written ----------------- notice from the Assignor Note Collateral Agent to the Revolving Credit Agent, to purchase all of the Purchase Option Event Revolving Debt (including the "Purchase Option --------------- Exercise Period"Revolving Lenders’ collateral interest in the Collateral), to require . On the Assignor to repurchase from the Assignee the --------------- Assigned Interests for a repurchase price equal to an amount such that the amount of such repurchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned date specified by the Assignor pursuant to Section 2.02(c) and all amounts payable in respect of Net Sales) and not repaid by Assignee to Assignor, discounted annually at the Applicable Discount Rate to the date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (the "Assignee Option Repurchase Price"); provided, however, that if the event -------------------------------- constituting a exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's receipt of the Assignee's repurchase election notice, repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Account designated by the Assignee Note Collateral Agent in such election notice. If notice (which may not be later than the applicable repurchase price payable under this Section 5.07(a) is equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option Event, repurchase from the Assignee the Assigned Interests at a price equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Option. (b) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (c) In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days Business Day prior to the date of the Call Option Event. Assignor shall, within *** days following the consummation commencement of the Call Option Event, repurchase from sale or other liquidation of the Assignee Collateral of which the Assigned Interests at the Assignor Option Repurchase PriceNote Collateral Agent shall have been given no less than ten (10) days prior notice), the Assignee Option Repurchase Price Revolving Lenders shall sell to the Designated Note Purchaser(s) such Revolving Debt. Upon the date of such purchase and sale, the Designated Note Purchaser(s) shall (a) pay to Revolving Credit Agent, for its account and the account of the Revolving Secured Parties, as the purchase price therefor the full amount of all such Revolving Debt (exclusive of Letter of Credit Outstandings) then outstanding and unpaid (including principal, interest, fees, indemnities, and expenses, including reasonable attorneys’ fees and legal expenses), and (b) in connection therewith furnish the Revolving Loan Agent with cash collateral in an amount equal to 103% of the maximum amount available to be drawn under outstanding Letters of Credit (as defined in the Revolving Loan Agreements). Such purchase shall be expressly made without representation or warranty of any kind by the Revolving Credit Agent or the average of Revolving Secured Parties and without recourse to the Assignee Option Repurchase Price Revolving Credit Agent or the Revolving Secured Parties, except that Revolving Lenders shall represent and warrant: (a) that the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) In Revolving Lenders own the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority Revolving Debt free and clear of any of their respective rights in RHAKOSS in either Europe Liens or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North Americaencumbrances, (xb) Assignor shall the Revolving Lenders have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** assign the Revolving Debt, and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (e) In connection with the consummation of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) the assignment is duly authorized, executed and delivered. Any cash collateral furnished for outstanding letters of credit which is not required to be utilized to reimburse the Revolving Lenders for any drawings thereunder and fees and expenses associated therewith shall be returned to the Note Collateral Agent upon the expiration or (d) above (a "Repurchase Event")cancellation of each such letter of credit or after each such letter of credit is fully drawn. The obligations of the Revolving Lenders to sell their respective Revolving Debt under this Section 7.1 are several and not joint, Assignee agrees that it will (i) promptly execute ---------------- and deliver if any Revolving Lender breaches its obligations to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d)sell its Revolving Debt, the Collateral released will only relate to RHAKOSS and sales thereofDesignated Note Purchaser(s) and otherwise give effect to such Repurchase Event and may (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (f) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) but shall not preclude Assignee from exercising be obligated to) purchase the Assignee Option Repurchase under Revolving Debt of the other Revolving Lenders; it being acknowledged that nothing in this Section 5.07(a7.1 shall require the Designated Note Purchaser(s) and/or (b) upon to purchase less than all of the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b)Revolving Debt.

Purchase Options. Provided that no Lease Default of the types specified in Sections 17.1(a), (ab) In or (j) or Lease Event of Default shall have occurred and be continuing (unless such Lease Event of Default involves a single Property and can be cured by the event that a exercise of the option to purchase by Lessee of such Property and such Property is referenced in the Purchase Option Event shall occur during the TermNotice (referenced below)), the Assignee and subject to Section 19.2, Lessee shall have the right, but not the obligation (the "Assignee -------- Option Repurchase"), exercisable within *** days of its receipt of written ----------------- notice from the Assignor of the Purchase Option Event option (the "Purchase Option --------------- Exercise PeriodOption), exercisable by giving Lessor no less than sixty (60) days irrevocable written notice (the "Purchase Notice") of Lessee's election to exercise such option as to any Property, on any anniversary of the Basic Term Commencement Date for such Property (or if all Properties are to be acquired on any such anniversary), to require the Assignor to repurchase from the Assignee the --------------- Assigned Interests for purchase all or one or more Properties on such date specified in such Purchase Notice at a repurchase price equal to an amount the Termination Value for such that Property or Properties (which the amount of such repurchase parties do not intend to be a "bargain" purchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the Assignor pursuant to Section 2.02(c) and Lessee at such time shall also pay any and all Rent then due and owing and all other amounts payable then due and owing (including without limitation amounts, if any, described in respect clause FIRST of Net SalesSection 22.2) (such Termination Value, Rent and not repaid by Assignee other amounts being hereafter referred to Assignor, discounted annually at the Applicable Discount Rate to the date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (as the "Assignee Purchase Option Repurchase Price"); provided, however, that if unless the event -------------------------------- constituting a Lessor otherwise consents or the Purchase Option is exercised after the Assignor Option RepurchaseConstruction Period Termination Date with respect to all of the Properties, the Purchase Option Exercise Period shall may not be *** days from the day of receipt exercised by the Assignee Lessee if, after giving effect to such exercise, the Maximum Property Cost of notice the purchased Properties (together with all other Properties purchased by Lessee pursuant to this Section 20.1) would be greater than 35% of Assignor's election to exercise the Assignor Option Repurchasegreatest Maximum Property Cost applicable at any time during the Term. If each Lessee exercises its Purchase Option pursuant to this Section 20.1, Lessor shall transfer to Lessee all of Assignee Lessor's right, title and Assignor exercise the Assignee Option Repurchase interest in and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average to such Property as of the Assignor Option Repurchase Price and date specified in the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's Purchase Notice upon receipt of the Assignee's repurchase election notice, repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Account designated by the Assignee in such election notice. If the applicable repurchase price payable under this Section 5.07(a) is equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option EventPrice, repurchase from amounts, if any, referred to in clause FIRST of Section 22.2 and all Rent and other amounts then due and payable under this Lease and any other Operative Agreement. To effect any transfer and assignment by Lessor to Lessee under this Section 20.1, Lessor shall execute, acknowledge (where required) and deliver to Lessee each of the Assignee following: (i) a special or limited warranty Deed conveying the Assigned Interests at a price equal Property (to the average extent it is real property) to Lessee free and clear of the Assignee Option Repurchase Price Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (ii) a Bill of Sale conveying the Property (to the extent it is personal p▇▇▇▇rty) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (iii) any real estate tax affidavit or other document required by law to be executed and filed in order to record the Deed; and (iv) a FIRPTA affidavit. For purposes of this Lease and the Assignor Option Repurchase Option. (b) [***] We are seeking confidential treatment of these termsother Operative Agreements, which have been omitted. The confidential portion has been filed separately with the Securities any and Exchange Commission. (c) In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any all 27 amounts received paid by Assignee Lessee pursuant to the provisions of Section 5.07(d), Advance Payment Amounts for 10.3(f) of the Fiscal Year in which the Call Option Event occurs, Participation Agreement shall be deemed to be amounts paid and any outstanding credits earned received pursuant to this Section 2.02(c)20.1. Lessee may assign its rights under this Section 20.1 to another Person; provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each Lessee shall remain liable for all obligations of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) Lessee hereunder respecting Property remaining subject to the contrary, the repurchase price shall equal the greater terms of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order this Lease subsequent to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior to the date of the Call Option Event. Assignor shall, within *** days following the consummation of the Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, such assignment as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has assignment had not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Noticeoccurred. (e) In connection with the consummation of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (f) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b).

Purchase Options. (a) In the event that of: (A) the insolvency of the Class B Member, General Cable Corporation, or any relevant Affiliate, or a Purchase Option Material Breach by the Class B Member, General Cable Corporation, or any relevant Affiliate, (B) the occurrence of any Irreconcilable Difference, other than an Irreconcilable Difference under item (i) of the definition of an Irreconcilable Difference (i.e., insolvency or Material Breach of the Class A Member or SpecTran), after one year from the date hereof, or (C) the occurrence of an Event shall occur during of Withdrawal of the Term, Class B Member other than with the Assignee consent of the Class A Member; the Class A Member shall have the rightoption, but not which must be exercised by the obligation delivery to the Class B Member of written notice of its intent to exercise its option, and by the exercise of such option within sixty (60) days after the occurrence of such Irreconcilable Difference (the "Assignee -------- Option Repurchase"), exercisable within *** days of its receipt of written ----------------- notice from the Assignor of the Purchase Option Event (the "Purchase Option --------------- Exercise Period"), to require the Assignor to repurchase from the Assignee the --------------- Assigned Interests for a repurchase price equal to an amount such that the amount of such repurchase price, together with be assigned all amounts paid to Assignee in respect and not less than all of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by Interest of the Assignor pursuant to Section 2.02(c) and all amounts payable in respect of Net Sales) and not repaid by Assignee to Assignor, discounted annually Class B Member at the Applicable Discount Rate to the date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (the "Assignee Option Repurchase Price"); provided, however, that if the event -------------------------------- constituting a exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If The Option Period will automatically be extended for the applicable repurchase price payable under this Section 5.07(a) is equal period necessary to establish the Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's receipt of the Assignee's repurchase election notice, repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Account designated by the Assignee in such election notice. If the applicable repurchase price payable under this Section 5.07(a) is equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option Event, repurchase from the Assignee the Assigned Interests at a price equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Option. (b) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (c) In the event that of: (A) the Bankruptcy or insolvency of the Class A Member, SpecTran, or any relevant Affiliate, (B) a Call Material Breach by the Class A Member, SpecTran or any relevant Affiliate, or (C) the Class A Member's failure to exercise, within the Option Event shall occurPeriod, then Assignor its option to acquire an assignment of the Interest of the Class B Member pursuant to Section 10.5(a); the Class B Member shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, acquire an assignment of all and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior all of the Interest of the Class A Member at the Option Price. Such option must be exercised by the delivery to the date Class A Member of the Call Option Event. Assignor shall, within *** days following the consummation of the Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer its intent to exercise its option, and by the exercise of all or a substantial majority such option within thirty (30) days after the Class B Member is notified of its interest in RHAKOSS in *** (option under this Section 10.5(b) or the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt expiration of the Proposed Transfer NoticeOption Period. (e) In connection with the consummation of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (f) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b).

Purchase Options. (a) In Subject to Section 5.07(f) below, in the event that a Purchase Option Event (other than a Purchase Option Event described in clause (viii) of the definition thereof) shall occur during the Termoccur, the Assignee shall have the right, but not the obligation (the "Assignee -------- Option Repurchase"), exercisable within *** one hundred five (105) days with respect to a Purchase Option Event other than a Funding Termination Event and one hundred ninety-five (195) days with respect to a Funding Termination Event of its the type described in clauses (i) or (ii) of the definition thereof, following the later of (x) the occurrence of a Purchase Option Event or (y) Assignee's receipt of written ----------------- notice from the Assignor or Ortec of the Purchase Option Event (the "Purchase Option --------------- Exercise Period"), to require the Assignor to repurchase from the Assignee the --------------- Assigned Interests for a repurchase price equal to (i) if the Purchase Option Event occurs on or prior to the first anniversary of the Closing Date, an amount such that the amount equal to [***] percent of such repurchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the Assignor pursuant to Section 2.02(c) and all amounts payable in respect of Net Sales) and not repaid by Assignee to Assignor, discounted annually at the Applicable Discount Rate to the date or dates on which the Aggregate Purchase Price or installments thereof were that has been paid by Assignee to AssignorAssignor as of the date that Assignor pays such amount to Assignee; and (ii) if the Purchase Option Event occurs after the date that is twelve (12) months following the Closing Date, equals an amount equal to the Aggregate Purchase Put Option Exercise Price (the "Assignee Option Repurchase Price"); provided, however, that if . In the event -------------------------------- constituting a exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the that Assignee of notice of Assignor's election elects to exercise its right as provided in the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Priceimmediately preceding sentence, then Assignor shall, within *** forty-five (45) days following the Assignor's receipt of the Assignee's repurchase election noticenotice (the "Repurchase Period"), repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price Price, the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Account designated by the Assignee in such election notice. If . (b) In the applicable repurchase price payable event that Ortec enters into a License Agreement or Distribution Agreement, or any such License Agreement or Distribution Agreement is amended (including but not limited to under this Section 5.07(a6.03(c) is of the Management Agreement), pursuant to which the rate of royalties or other similar payments to be derived therefrom shall be equal to a percentage rate which is less than two times the average product of (x) the greater of the Assignee Option Repurchase Price and Applicable Percentage in effect at the Assignor Option Repurchase Pricedate of the commencement of such License Agreement or five percent (5%) times (y) 2.25, then Assignee shall have the right to require Assignor shall within *** days following the consummation of the Purchase Option Event, to repurchase from the Assignee the Assigned Interests at the Repurchase Price; provided, however, that if the Licensee or Distribution Party that is party to such License Agreement or Distribution Agreement, as applicable, offers to assume Assignor's Obligations under this Agreement, Assignee may, but shall not be obligated to, agree to such assumption, thereby (if Assignee does agree in writing to such assumption) waiving its right to compel a price equal to the average repurchase by Assignor of the Assignee Option Assigned Interests at the Repurchase Price and the Assignor Option Repurchase Option. (b) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commissionunder Section 5.07(a). (c) In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), ) to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- the greater of (i) an amount equal to [*** less any amounts *] times the Aggregate Purchase Price that has been paid by Assignee to Assignor as of the date that Assignor pays its option and (ii) an amount which, after taking into account all other cash inflows derived from the Assigned Interests actually received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurstherefor hereunder, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if taking into account the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase timing and the Assignor Option Repurchaseamount of the cash outflows in the form of an Assigned Interest Closing Payment, respectively, within will result in such cash flows yielding a [*** days *] internal rate of each otherreturn on investment to Assignee, the repurchase price but in no event shall equal the average such amount be less than $1.00. Payment of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior to the date of the Call Option Event. Assignor shall, within *** days following the consummation of the Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by AssigneeAssignee in such election notice. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (e) In connection with the consummation of an Assignee Option Repurchase, Repurchase or Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (b) and (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (fe) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b). (f) In the event that a Purchase Option Event described in clause (viii) of the definition thereof shall occur, Assignee shall be deemed to have automatically exercised an Assignee Option Repurchase on the date on which such Purchase Option Event occurred unless Assignee otherwise waives in writing its right to exercise an Assignee Option Repurchase within ten (10) days following Assignee's receipt of written notice from Ortec of the occurrence of such Purchase Option Event. The forty-five (45) day Repurchase Period for the repurchase from Assignee of the Assigned Interests at the Repurchase Price applicable to such automatic exercise shall commence on the date on which such Purchase Option Event occurred or, if Assignee otherwise elects by written notice to Ortec, the date of Assignee's receipt of written notice from Ortec of the occurrence of such Purchase Option Event.

Purchase Options. (a) In the event that a Purchase Option Events. So long as no Bankruptcy Default or ---------------------- any Event shall occur during the Termof Default has occurred and is continuing, the Assignee Lessee shall have the right, right to purchase: (i) all but not less than all of the obligation Transponders, if Lessee timely delivers or is deemed to have delivered the Final Notice contemplated by clause (ii) of the "Assignee -------- Option Repurchase"second paragraph of Section 18(a) (stating that it will purchase the Transponders), exercisable within *** days of its receipt of written ----------------- notice from on the Assignor expiration date of the Purchase Option Event (Basic Term or the "Purchase Option --------------- Exercise Period")Renewal Term, to require the Assignor to repurchase from the Assignee the --------------- Assigned Interests for as applicable, at a repurchase purchase price equal to an amount such that the amount Fair Market Sales Value of the Transponders as of such repurchase price, together with date as determined pursuant to the Subsequent Appraisal; (ii) all amounts paid to Assignee in respect (but not less than all) of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by Transponders on the Assignor pursuant to Section 2.02(c) and all amounts payable in respect of Net Sales) and not repaid by Assignee to Assignor, discounted annually EBO Date at the Applicable Discount Rate to the date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (the "Assignee Option Repurchase Price"); provided, however, that if the event -------------------------------- constituting a exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase purchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase PriceEBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails to transfer all of its right, then Assignor shall, within *** days following title and interest in and to the AssignorLessor's receipt Estate and the Operative Documents in accordance with Article XIV of the Assignee's repurchase election noticeParticipation Agreement within three (3) months after the Owner Participant has become a Competitor, repurchase from all (but not less than all) of the Assignee the Assigned Interests Transponders on any Rent Payment Date, at the Assignee Option Repurchase Price the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Account designated by the Assignee in such election notice. If the applicable repurchase a purchase price payable under this Section 5.07(a) is equal to the average greater of (A) the Assignee Option Repurchase Price Termination Value for such Transponders as of such Rent Payment Date and (B) the Assignor Option Repurchase PriceFair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date pursuant to the Participation Agreement, shall result in (A) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing or (B) the Lease not qualifying as an Operating Lease for Lessee, then Lessee shall have the Assignor shall within *** days following right to purchase all (but not less than all) of ---- the consummation of the Purchase Option Event, repurchase from the Assignee the Assigned Interests Transponders on any Rent Payment Date at a price equal to the average higher of the Assignee Option Repurchase Price and the Assignor Option Repurchase Option. (b) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (c) In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results Fair Market Sales Value of the Transponders on such Rent Payment Date (offset, in the Assignor exercising event such Fair Market Sales Value is greater than the Assignor Option Repurchase occurs during Fair Market Sales Value set forth in the Purchase Option Exercise Period Commencement Date Appraisal, by an amount equal to the excess of a separate(y) the actual Fair Market Sales Value of the Transponders on the Commencement Date, prior Purchase Option Event as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors and conditions existing on the Commencement Date that did were not also constitute taken into account in the Call Option Event at issue, and determination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) Lessor's Cost for the Transponders set forth in the Commencement Date Appraisal) or (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice the Termination Value of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior to the date of the Call Option Event. Assignor shall, within *** days following the consummation of the Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by AssigneeTransponders on such Rent Payment Date. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (e) In connection with the consummation of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (f) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b).

Purchase Options. Renewal Option. Not more than 180 days nor less than 150 -------------- days before the end of the Term for an Item of Equipment, Lessee may (aunless otherwise provided in the Lease Supplement covering the relevant Item of Equipment), provided that no Event of Default (or event which would constitute an Event of Default but for the lapse of time or giving of notice or both) In the event shall have occurred and be continuing and that all Rent then due shall have been paid, deliver to Lessor an irrevocable written notice electing to renew this Lease for a Purchase Option Event shall occur during the Renewal Term, for such Item of Equipment, as is specified in such notice for a Basic Rent equal, at Lessee's option, to (i) for the Assignee shall have first Renewal Term for such Item of Equipment the rightFixed Price Renewal Rent, but not (if any), or (ii) the obligation then Fair Market Rental Value of such Equipment, (the "Assignee -------- Option RepurchaseRenewal Rent"), exercisable within *** days for such renewal term as is specified in such notice, which renewal term (in each case, unless otherwise specified) must have a duration of at least one year; provided, -------- however, that the cumulative total of Renewal Terms based on the Fair Market ------- Rental Value of the Equipment shall not exceed the "Fair Market Maximum Renewal Period" specified in the Lease Supplement covering the Item of Equipment as to which this Lease is being renewed. If no such written notice is delivered by Lessee to Lessor on or before said 150th day, Lessee shall be deemed to have waived any right to renew this Lease with respect to the Equipment whose Term is so scheduled to end. At the end of the Basic Lease Term or any Renewal Term for an Item of Equipment, if Lessee has elected to renew this Lease with respect to such Item of Equipment and provided that all necessary governmental authorizations and approvals, if any, shall have been received, this Lease and all of its receipt of written ----------------- notice from provisions shall continue in full force and effect during such Renewal Term, for the Assignor Equipment covered by such Renewal Term, except that (i) Lessee shall pay Lessor Basic Rent in lawful currency of the Purchase Option Event (the "Purchase Option --------------- Exercise Period"), to require the Assignor to repurchase from the Assignee the --------------- Assigned Interests United States of America for a repurchase price such Equipment during such Renewal Term in an amount equal to the Renewal Rent for such Renewal Term determined as aforesaid, which Basic Rent shall be payable on each Lease Payment Date occurring after the first day of such Renewal Term for the Lease Period which preceded it and on the last day of such Renewal Term (any Basic Rent payable on the last day of such Renewal Term to be in an amount such that equal to the appropriate pro rata amount of such repurchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the Assignor pursuant to Section 2.02(c) and all amounts Basic Rent payable in respect of Net Sales) and not repaid by Assignee to Assignor, discounted annually at the Applicable Discount Rate to the date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (the "Assignee Option Repurchase Price"); provided, however, that a Lease Period during such Renewal Term if the event -------------------------------- constituting a exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price such Basic Rent is payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's receipt of the Assignee's repurchase election notice, repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Account designated by the Assignee in such election notice. If the applicable repurchase price payable under this Section 5.07(a) is equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option Event, repurchase from the Assignee the Assigned Interests at a price equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Option. (b) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (c) In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period respect of a separate, prior Purchase Option Event period that did not also constitute the Call Option Event at issue, is less than six months long) and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof the Stipulated Loss Value applicable during such Renewal Term shall be determined by agreement of Lessor and Lessee within *** 20 days of receipt by Lessor of Lessee's notice to renew; during the 20-day period, the parties agree to negotiate in good faith to agree upon the Stipulated Loss Value Schedule to apply during such Renewal Term and should include compensation to Lessor for loss of the exercise by Assignor Fair Market Sales Value, recapture of the Assignor Option Repurchasetax benefits, thenrecovery of transaction costs and expenses, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior to the date of the Call Option Event. Assignor shall, within *** days following the consummation of the Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assigneean appropriate premium representing Lessee's Account designated by Assignee. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (e) In connection with the consummation of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the Collateral (upside; provided that, in the case of a Repurchase Event under Section 5.07(d)such, the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (f) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) ------------- Stipulated Loss Values shall not preclude Assignee from exercising exceed the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon Stipulated Loss Value as of the occurrence last day of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b)the Basic Lease Term, plus 3% of the original Equipment Cost.

Purchase Options. (a) In 35.1 Tenant shall have and is hereby granted the event that a Purchase Option Event shall occur option to purchase the Property as of October 31, 1999, or annually as of each succeeding October 31 thereafter during the Term, for a price determined pursuant to Section 35.2 and on the Assignee other terms and conditions hereinafter set forth in this Article 35. Tenant may exercise any such option by giving written notice thereof to Landlord at any time on or before May 1 of the same year as the October 31 option date in question occurs. 35.2 The purchase price for the Property shall be an amount equal to the greater of Four Million Dollars ($4,000,000.00) or ninety percent (90%) of the Fair Market Value of the Property as of the date of exercise of such option. If Landlord and Tenant have not agreed to the rightappointment of a single appraiser as contemplated by subsection 3.3.1 within thirty (30) days after exercise of the option, but not then the obligation appraisers shall be appointed as provided in subsection 3.3.2, with each party obligated to appoint an appraiser and give notice thereof within fifteen (15) days after expiration of such thirty (30) day period. If the purchase price exceeds Four Million Dollars ($4,000,000.00), then at any time within twenty (20) days after such determination is communicated to Tenant, Tenant may terminate the agreement formed by exercise of the purchase option by giving notice thereof to Landlord without thereby otherwise affecting or impairing this Lease. If Tenant so terminates such agreement, Tenant shall pay all costs and expenses incurred by Landlord in connection with such determination of the Fair Market Value of the Property, including the appraisal fees and expenses and attorney fees. 35.3 After exercise of the option pursuant to this Article, Landlord shall furnish to Tenant an abstract of title or registered property abstract certified to date to include all proper searches and a title insurance commitment (ALTA form 1970-B) with all standard exceptions deleted and agreeing to insure, subject only to the matters listed on Schedule A to this First Amendment to Lease (the "Assignee -------- Option RepurchasePermitted Encumbrances"), exercisable within *** days of its receipt of written ----------------- notice from the Assignor of the Purchase Option Event (the "Purchase Option --------------- Exercise Period"), to require the Assignor to repurchase from the Assignee the --------------- Assigned Interests for a repurchase price equal to an amount such that the amount of such repurchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the Assignor pursuant to Section 2.02(c) this Lease and all amounts payable in respect of Net Sales) and not repaid by Assignee to Assignor, discounted annually at the Applicable Discount Rate to any encumbrances created on or after the date hereof by Tenant or dates on which those claiming by, through or under Tenant and with such affirmative insurance as Tenant (or its lender) may reasonably require. Tenant shall pay the Aggregate Purchase Price premium for any policy issued to Tenant pursuant thereto, provided that Tenant shall not be required to pay any charges for special endorsements or installments thereof were paid special coverages attributable to Assignor, equals the Aggregate Purchase Price (the "Assignee Option Repurchase Price"); provided, however, that if the event -------------------------------- constituting a exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable encumbrances other than those permitted under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's receipt of the Assignee's repurchase election notice, repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Account designated by the Assignee in such election notice. If the applicable repurchase price payable under this Section 5.07(a) is equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option Event, repurchase from the Assignee the Assigned Interests at a price equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Option35. (b) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (c) In the event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior to the date of the Call Option Event. Assignor shall, within *** days following the consummation of the Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (e) In connection with the consummation of an Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (f) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b).

Purchase Options. (a) In the event that a Purchase Option Event shall occur during the Termoccur, the Assignee Assignees shall have the right, but not the obligation (the "Assignee -------- Assignees Option Repurchase"), exercisable within *** from the date of the Purchase Option Event (whether or not Assignor gives notice thereof) through the date one hundred and eighty (180) days of after its receipt of written ----------------- notice from the Assignor or Guilford of the Purchase Option Event (the "Purchase Option --------------- Exercise Period"), to require the Assignor to repurchase from Assignees the Assignee the --------------- Assigned Interests for a repurchase price equal to, if the Purchase Option Event occurs and such payment is made prior to an amount such that the first anniversary of this Closing Date, $54.6 million, and if it occurs on or after the first anniversary of the Closing Date, the amount of such repurchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned determined by the Assignor pursuant to Section 2.02(c) and all amounts payable in respect of Net Sales) and not repaid by Assignee to Assignor, discounted annually at the Applicable Discount Rate reference to the date or dates on which the Aggregate Purchase Price or installments thereof were paid of payment by Assignor to Assignor, equals the Aggregate Purchase Price Assignees in accordance with Schedule 5.07(a) (the "Assignee Assignees Option Repurchase Price"); provided, however, that if . In the event -------------------------------- constituting a exercised the Assignor that Assignees elect to exercise their rights to require an Assignees Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within *** ten (10) days following the Assignor's receipt of the Assignee's Assignees' repurchase election noticenotice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iii), (iv), (v), (vi) or (vii) thereof and otherwise within fifteen (15) days following Assignor's receipt of Assignees' repurchase election notice (the "Assignees Option Repurchase Period"), repurchase from the Assignee Assignees the Assigned Interests at the Assignee Assignees Option Repurchase Price Price, the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Assignees' Account designated by the Assignee Assignees in such election notice. If the applicable repurchase price payable under this Section 5.07(a) is equal Notwithstanding anything to the average contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, the Assignee Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests for the Assignees Option Repurchase Price and the Assignor Option Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option Event, repurchase from the Assignee the Assigned Interests at a price equal to the average of the Assignee Assignees Option Repurchase Price shall be immediately due and the Assignor Option Repurchase Optionpayable without any further action or notice by any party. (b) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (ci) In the event that a Call an Assignor Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), exercisable within one hundred and eighty (180) days after the Assignor Option Event, to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d)to, Advance Payment Amounts for if the Fiscal Year in which the Call Assignor Option Event occursoccurs and such payment is made prior to the first anniversary of the Closing Date, $84 million, and any outstanding credits earned pursuant if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to Section 2.02(cthe date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(i); provided. (ii) In addition, howeverthe Assignor may, that if the event constituting a Call Option Event also constitutes a Purchase at its election and regardless of whether there has occurred an Assignor Option Event, and each of Assignee and Assignor exercise (A) on or after the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average third anniversary of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; providedClosing Date, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than *** days prior (a "Call") for a repurchase price ("Call Price") equal to the amount determined by reference to the date of the Call Option Event. payment by Assignor shallto Assignees in accordance with Schedule 5.07(b)(ii)(A); and (B) at any time, within *** days following the consummation if a potential secured financing requires a security interest in any of the Call Option EventIntellectual Property ("Secured Financing Event Purchase"), repurchase from the Assignee up to * of the Assigned Interests at for a repurchase price ("Secured Financing Event Price") equal to, if the Secured Financing Event Purchase occurs and such payment is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignor). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Assignee Option Call Price and the Secured Financing Event Price (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Repurchase Price or Price") shall, in each case, be reduced by the average sum of (i) the Assignee Option total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (ii) the net cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, if Assignees have not exercised the Warrants in full or sold all of the common stock received upon the exercise of the Warrants, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (or, if the Warrants have not been exercised in full, the common stock issuable upon full exercise of such Warrants held by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option Repurchase PriceRepurchase, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as applicablequoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. the average daily bid and ask price as quoted in the pink sheets) minus (dy) the exercise price paid or payable for such common stock under the Warrants. In the event Assignor that a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause (c)(i) or Orthovita licenses a substantial majority of their respective rights (ii) shall not be applied to distribute RHAKOSS or use reduce the Proprietary Technology related to RHAKOSS (other than a license Repurchase Price for the use subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to the reductions set forth in the first sentence of this Section 5.07(c)), plus (b) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Proprietary Technology related to RHAKOSS outside the Field Securities Exchange Act of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted1934. The confidential portion has portions have been filed submitted separately with to the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (ed) In connection with the consummation of an Assignee Assignees Option Repurchase, an Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option a Call or Assignee RHAKOSS Repurchase Option a Secured Financing Event Purchase pursuant to subparagraphs (a), ) and (c) or (db) above (each, a "Repurchase Event"), Assignee agrees Assignees agree that it they will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's release, or evidence the relative ranking of, Assignees' Lien on the Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (fe) Assignee's Assignees' failure to exercise the Assignee Assignees Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee Assignees from exercising the Assignee Assignees Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control if: (i) Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence of the Change of Control (or, in the case of an event described in clause (ii) of the definition of Change of Control, upon the closing of the transaction that results from the Change of Control), the surviving entity in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable with respect to the following specified periods) a fully-dedicated Aggrastat salesforce of at least 25 people (on a full time equivalent basis) from and after June 30, 2004; 45 people from and after June 30, 2005; and 75 people at all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are not less than the amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis as of the date of the Change of Control (after giving effect to the transaction, if any, that results from the Change of Control) and thereafter measured quarterly on the last day of each calendar quarter on a consolidated basis; (5) achieves Primary Product Net Sales of at least 85% of the * Sales * as projected for each year during the Term; (6) with respect to such Surviving Party, Guilford and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any time; and (7) such Surviving Party's ultimate parent * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.07(b5.13 of this Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not fulfilled, then the Change of Control shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due and payable as of the date of such exercise. (g) In the event the Assignees elect to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control and (A) there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Assignor may elect by written notice given within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) by the payment of one hundred percent (100%) of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the issuance of such common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of an event described in clause (iii) of the definition of Purchase Option Event if (i) on the Closing Date, Assignor pledges to Assignees, and grants to Assignees a first priority security interest in, a collateral account containing unrestricted cash, cash equivalents or other Acceptable Investments in an amount equal to $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (the "Liquidity Account"), securing the Obligations, and (ii) on the first Business Day of each calendar quarter during the Term, Assignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Assignees shall be entitled to exercise all rights as secured parties with respect to the Liquidity Account upon any default in the payment or performance of the Obligations, including the application of amounts in the Liquidity Account to due but unpaid Obligations. The application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their security interest in the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as of the date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to occur as a result of such release, including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon the Assignees' release of their interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect. During any period of the Term prior to the release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii). (i) Without in any manner limiting its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees under this Section 5.07, Guilford will promptly pay or cause Assignor to pay such amounts.