SECOND AMENDMENT TO MASTER

                             RESTRUCTURING AGREEMENT



     This Second Amendment to Master Restructuring Agreement is made as of

October 1, 2002 by and between CURIS, INC., a Delaware corporation ("Curis"),

and STRYKER CORPORATION, a Michigan corporation ("Stryker").



     WHEREAS, Curis, as the successor by merger to Creative Biomolecules, Inc.,

and Stryker are parties to that certain Master Restructuring Agreement dated as

of October 15, 1998 as amended by that certain First Amendment to Master

Restructuring Agreement dated as of November 2, 2001 (the "Agreement;"

capitalized terms used but not defined herein shall have the meaning provided

therefor in the Agreement) and that certain License and Sublicense Agreement

entered into as of October 31, 1996 (the "PDGF License and Sublicense");



     WHEREAS, Curis and Stryker desire to amend and supplement the Agreement and

certain of the Related Agreements referred to therein and the PDGF License and

Sublicense in certain respects as more fully set forth herein;



     NOW, THEREFORE, in consideration of the mutual promises and agreements set

forth herein and in the Agreement, the parties hereto agree as follows:



     1.   On the date hereof (the "Effective Date"), Stryker shall pay Curis the

sum of $14,000,000 by wire transfer to the account designated by Curis in

Exhibit A.



     2.   The provisions of Section 4.12(b) of the Agreement are hereby deleted

in their entirety.



     3.   The provisions of Section 4.13 (a) of the Agreement are hereby amended

to read in their entirety as follows:



{PAGE}



          (a) Creative hereby agrees to pay to Stryker in U.S. dollars,

          quarterly royalties (the "Creative Royalty Payments") equal to (i)

          one-quarter of one percent (0.25%) of the first $500,000,000 of Net

          Sales of Creative Royalty Bearing OP Products by Creative or any

          Creative Third Party Seller or any other sublicensee of Creative or

          Person to which Creative has assigned any of its rights under this

          Agreement or the Creative License Agreement (all such Persons other

          than Creative being referred to herein collectively as "Creative

          Sublicensees") in any calendar year during the Royalty Period and (ii)

          one-half of one percent (0.50%) of Net Sales of Creative Royalty

          Bearing OP Products by Creative or any Creative Sublicensee in excess

          of $500,000,000 in any calendar year during the Royalty Period. "Net

          Sales" for purposes of this Section 4.13 shall mean revenue derived by

          Creative or any Creative Sublicensee from the sale of Creative Royalty

          Bearing OP Products, less discounts allowed, transportation charges,

          insurance, credits for claims or allowances, returns, and taxes or

          other governmental charges levied on or measured by such sales and

          included in the billing price, whether absorbed by Creative, third

          parties or their customers. For Creative Royalty Bearing OP Products

          (collectively, the "OP Component") that are sold in combination with

          another product, if both the OP Component and such other product have

          established market prices, Net Sales shall be calculated by

          multiplying Net Sales of the combination product by the fraction

          A/(A+B) where A is the sales price of the OP Component in the

          combination when sold separately and B is the sales price of the other

          product in the combination when sold separately. If one or both of the

          OP Component and the other product do not have an established market

          price, Net Sales shall include only that portion of the sales price of

          the combination product that is determined by good faith negotiation

          between Stryker and Creative to represent the value of the OP

          Component. In such negotiation, the parties shall take into account

          the list price of either the OP Component or the other product, if

          there be one, or of similar products, and the market share of the

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