REGISTRATION RIGHTS AGREEMENT



     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered

into as of September 28, 2001, between Organogenesis, Inc., a corporation

organized and existing under the laws of the State of Delaware (the "Company"),

and Novartis Pharma AG, a corporation organized under the laws of Switzerland

("Novartis", or individually and with its permitted successors and assigns, the

"Investor").  This Agreement is made pursuant to the Securities Purchase

Agreement, dated as February 23, 2001 among the Company and the Investor (the

"Securities Purchase Agreement").  Capitalized terms used herein and not

otherwise defined herein shall have the respective meanings set forth in the

Securities Purchase Agreement.



     WHEREAS, in order to induce the Company to enter into the Securities

Purchase Agreement and to induce the Investor to invest funds in the Company

pursuant to the Securities Purchase Agreement, the Investor and the Company

hereby agree that this Agreement shall govern the rights of the Investor to

cause the Company to register for resale the shares of Common Stock issuable to

the Investor and certain other matters as set forth herein:



     NOW, THEREFORE, the parties hereto mutually agree as follows:



     SECTION 1.  DEFINITIONS.  As used in this Agreement, the following terms

shall have the following meanings:



     "Advice" shall have the meaning set forth in Section 3.



     "Affiliate" means, with respect to any Person, any other Person that

directly or indirectly controls or is controlled by or under common control with

such Person.  For the purposes of this definition, "Control," when used with

respect to any Person, means the possession, direct or indirect, of the power to

direct or cause the direction of the management and policies of such Person,

whether through the ownership of voting securities, by contract or otherwise;

and the terms of "Affiliated," "Controlling" and "Controlled" have meanings

correlative to the foregoing.



     "Business Day" shall mean any day, other than a Saturday, Sunday or one on

which banks are authorized by law to close in New York, New York.



     "Closing(s)" shall have the meaning set forth in the Securities Purchase

Agreement.



     "Closing Date(s)" shall have the meaning set forth in the Securities

Purchase Agreement.



     "Commission" means the Securities and Exchange Commission.



     "Common Stock" means the Company's Common Stock, par value $.01 per share,

and any other common equities issued by the Company, and any other shares of

stock issued or issuable with respect thereto (whether by way of a stock

dividend or stock split or in exchange for or in replacement of such shares or

otherwise in connection with a combination of shares, recapitalization, merger,

consolidation or other corporate reorganization).

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     "Effectiveness Date" means the forty-fifth (45th) day following the

applicable Filing Date.



     "Effectiveness Period" shall have the meaning set forth in Section 2(a).



     "Exchange Act" means the Securities Exchange Act of 1934, as amended.



     "Filing Date" means the tenth Business Day following any Closing Date if

the Resale Registration Statement is not effective as of such Closing Date;

provided, that, if the Resale Registration Statement is effective as of any

Closing and subsequently the effectiveness of such Resale Registration Statement

is suspended or otherwise withdrawn or limited by the Commission, the Filing

Date shall mean the tenth Business Day following such action by the Commission.



     "Holder" or "Holders" means the holder or holders, as the case may be, from

time to time of Registrable Securities including, without limitation, the

Investor.



     "Indemnified Party" shall have the meaning set forth in Section 5(c).



     "Indemnifying Party" shall have the meaning set forth in Section 5(c).



     "Investor" has the meaning specified in the Introduction to this Agreement.



     "Losses" shall have the meaning set forth in Section 5(a).



     "Person" means an individual or a corporation, partnership, trust,

incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or political subdivision

thereof) or other entity of any kind.



     "Proceeding" means an action, claim, suit, investigation or proceeding

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