REGEN BIOLOGICS, INC. Warrant to Purchase Common Stock Date of Issue: September 23, 2003

Exhibit 10.3

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. THIS WARRANT AND SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

REGEN BIOLOGICS, INC.

Warrant to Purchase
Common Stock

Date of Issue: September 23, 2003

     REGEN BIOLOGICS, INC., a Delaware corporation (the “Company”), and [     ] (the “Holder”), hereby agree that, for value received, the Holder is entitled to purchase from the Company, subject to the terms and conditions set forth below, at any time after the date of a Trigger Event (as defined in Section 2.2 hereof ) and on or before the Expiration Date (as defined in Section 2.5 hereof), such number of shares of fully paid and non-assessable Common Stock, par value $0.01 per share (the “Common Stock”) of the Company as specified in Section 2.2 (the “Shares”), at a purchase price per Share specified in Section 1.2 hereof (the “Warrant Price”). The number of Shares subject to this Warrant and the Warrant Price shall be subject to adjustment from time to time after the date hereof pursuant to the terms and conditions in Section 4 hereof.

     1.     Number of Shares and Warrant Price.

          1.1.      Number of Shares. The number of Shares shall be      .

          1.2.      Warrant Price. The Warrant Price shall be initially equal to $0.4481 per share, which price has been determined by the Board of Directors of the Company in good faith. The Warrant Price shall be adjusted from time to time in accordance with Section 4.

     2.     Exercise of Warrant.

          2.1.      Mechanics of Exercise. The Holder may exercise this Warrant in whole or in part by surrendering this Warrant and a duly executed Notice of Exercise in substantially the form attached hereto as Exhibit A at the principal executive offices of the Company. The Holder shall also deliver to the Company simultaneously with the Holder’s Notice of Exercise payment of the aggregate Warrant Price for the Shares being purchased. The consideration for the exercise of this Warrant may be in the form of a bank cashier’s or certified check payable to the order of the Company, or by wire transfer to an account designated in writing by the Company. In the event that the Holder elects to exercise less than the full number of Shares recorded above, the Company will execute and deliver to the Holder a Warrant of like tenor in the number of Shares granted by the Company less the number of Shares exercised.

          2.2.      Number of Shares Exercisable Upon Trigger Event. (a) This Warrant shall become exercisable, in whole or in part, if prior to March 22, 2005 (18 months from the Date of Issue of this Warrant) the Company completes an equity financing (a “Subsequent Financing”) at a price per share lower than the Warrant Price (a “Trigger Event”).

          (b) The Holder shall be entitled to purchase (i)      Shares in the event that the price per share of the Subsequent Financing is greater than $0.25, but less than $0.40; or (ii)      Shares in the event that the price per share of the Subsequent Financing is greater or equal to $0.40, but less than the Warrant Price. The amounts set forth in this Section 2.2(b) shall be adjusted in the same manner as the Warrant Price in accordance with Section 4.

          2.3.      When Exercise Effective. The exercise of this Warrant shall be deemed to have been effective for the Holder immediately prior to the close of business on the business day on which this Warrant is surrendered to the Company as provided in Section 2.1, and at such time the person or persons in whose name or names any certificate or certificates for Shares shall be issuable upon such exercise as provided in Section 2.4 shall be deemed to have become the holder or holders of record thereof.

          2.4.      Delivery of Stock Certificates, Etc. As soon as practicable after the surrender of this Warrant, the Company will cause to be issued in the name of, and delivered to, the Holder a certificate or certificates for the number of fully paid and non-assessable Shares which the Holder has purchased.

          2.5.      Expiration Date. This Warrant shall expire on the earlier of (i) March 22, 2005 in the event a Trigger Event has not occurred, (ii) the fifth anniversary of the date of issuance, and (iii) the date of the closing of the first underwritten public offering of the Company’s Common Stock after the date hereof (the earlier of such dates is referred to herein as the “Expiration Date”).

     3.     Net Issue Exercise.

          3.1.      In lieu of exercising this Warrant pursuant to Section 2, this Warrant may be exercised by the Holder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise marked to reflect Net Issue Exercise and specifying the number of shares of Common Stock to be purchased, during normal business hours at any time after the date hereof, but on or before the Expiration Date. The Company agrees that such shares of Common Stock shall be deemed to be issued to the Holder as the record holder of such shares of Common Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder a number of shares of Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula:

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          3.2.      Fair Market Value. For purposes of the above calculation, fair market value of one share of Common Stock shall be determined by the Company’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company’s Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or any exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the five (5) trading days prior to the date of determination of fair market value.

     This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon such exercise. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

     4.     Adjustments.

          4.1.      Adjustment for Certain Dividends and Distributions. If the Company at any time or from time to time after the date hereof makes, or fixes a record date for the determination of holders of shares of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of the Company’s equity securities, then, and in each such event, the number of Shares theretofore receivable upon the exercise of this Warrant shall be proportionately increased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the number of Shares theretofore receivable upon exercise of this Warrant shall be recomputed accordingly as of the close of business on such record date, and thereafter the

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number of Shares theretofore receivable upon exercise of this Warrant shall be adjusted pursuant to this Section 4.1 as of the time of actual payment of such dividends or distributions.

          4.2.      Stock Split and Reverse Stock Split. If the Company at any time or from time to time after the date hereof effects a stock split or subdivision of the outstanding Common Stock, the number of Shares theretofore receivable upon the exercise of this Warrant shall be proportionately increased. If the Company at any time or from time to time after the date hereof effects a reverse stock split or combines the outstanding shares of Common Stock into a smaller number of shares, the number of Shares theretofore receivable upon the exercise of this Warrant shall be proportionately decreased. Each adjustment under this Section 4.2 shall become effective at the close of business on the date the stock split, subdivision, reverse stock split or combination becomes effective.

          4.3.      Merger, Sale of Assets, Etc. If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property (whether in the form of securities, cash or otherwise), or (iii) a sale or transfer of the Company’s properties and assets as, or substantially as, an entirety to any other person, this Warrant shall thereafter represent the right to acquire for the Aggregate Warrant Price (as defined below) the number of shares of stock or other securities which the Holder of this Warrant would have owned immediately after the consummation of such reorganization, merger, consolidation, sale or transfer, if the Holder of this Warrant had exercised this Warrant immediately before the effective date of the reorganization, merger, consolidation, sale or transfer. In each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities receivable upon exercise of this Warrant after such consummation. For purposes of this Section 4.3, the “Aggregate Warrant Price” shall mean the aggregate consideration obtained by multiplying (x) the Warrant Price by (y) the maximum number of Shares of Common Stock for which this Warrant is or may become exercisable immediately prior to such conversion or redemption.

     5.     Transferability of Warrant.

          5.1.      Transferability Generally. This Warrant and the Shares may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonable satisfactory to the Company).

          5.2.      Ownership. Until this Warrant is transferred on the books of the Company (with the Company’s consent), the Company may treat the person in whose name this Warrant is issued as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

     6.     Exchange of Warrant. Upon the surrender by the Holder of this Warrant, properly endorsed, to the Company, the Company, subject to the provisions of Section 5 hereof,

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will issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of Shares called for on the face or faces of the Warrant or Warrants so surrendered.

     7.     Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft, or destruction, upon delivery of an indemnity bond (or, in the case of any institutional holder, an indemnity agreement) reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

     8.     Legends. The certificate(s) representing the Shares shall be imprinted with a legend in substantially the following form:

     9.     Representations and Covenants.

          9.1.      Representation and Warranty of the Company. The Company hereby represents and warrants to the Holder that the Shares which may be issued upon exercise of this Warrant shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities law.

          9.2.      Representation and Warranty of Holder. The Holder hereby represents and warrants to the Company that the Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act, and acknowledges that the Company is relying upon this representation and warranty in the issuance of this Warrant to the Holder.

     10.     Notices. All notices, consents and other communications under this Warrant shall be in writing and shall be deemed given when delivered personally or when mailed by registered mail, return receipt requested, or reputable overnight delivery service, to a party at its principal executive offices (or such other address as a party may designate by notice given to the other parties pursuant to this Section 10).

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     11.     Miscellaneous.

          11.1.      Termination. Neither this Warrant nor any term hereof may be amended, modified, waived, discharged or terminated orally.

          11.2.      Applicable Law. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of Delaware without regarding to provisions thereof relating to choice of law or conflicts of law.

          11.3.      Headings. The headings in this Warrant are for convenience of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

          11.4.      No Fractional Shares. No fractional shares of Common Stock shall be issued in connection with the exercise of this Warrant. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one Share as determined in accordance with Section 3.2.

          11.5.      No Rights as Stockholder. Until the exercise of this Warrant, the Holder shall not have or exercise any rights as a stockholder of the Company by virtue of this Warrant.

     12.     Expiration. The right to exercise this Warrant shall expire at 5:00 p.m., Eastern time, on the Expiration Date.

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EXHIBIT A

NOTICE OF EXERCISE

[To be signed only upon exercise of Warrant]

TO: REGEN BIOLOGICS, INC.

     The undersigned, the holder of the within Warrant, hereby surrenders Warrants to purchase      shares of Common Stock of REGEN BIOLOGICS, INC. and herewith makes payment of $[DOLLAR AMOUNT] therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, [NAME], whose address is [ADDRESS].

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     EXHIBIT B

FORM OF ASSIGNMENT

[To be signed only upon transfer of Warrant after approval by the Company]

     For value received, the undersigned hereby sells, assigns and transfers unto [NAME] the right represented by the within Warrant to purchase [NUMBER OF SHARES] shares of Common Stock of REGEN BIOLOGICS, INC. (the “Company”) to which the within Warrant relates, and appoints the Secretary of the Company as attorney to transfer such right on the books of the Company, with full power of substitution in the premises.

Dated:

Signed in the presence of:

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