BANC OF AMERICA SECURITIES LLC		J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO., INCORPORATED

$165,000,000 AGGREGATE PRINCIPAL AMOUNT

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

2.375% SENIOR CONVERTIBLE NOTES

DUE 2012

Registration Rights Agreement

dated June 11, 2007

     RESALE REGISTRATION RIGHTS AGREEMENT, dated as of June 11, 2007, among Integra LifeSciences Holdings Corporation, a Delaware corporation (together with any successor entity, herein referred to as the Company), Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co., Incorporated, as representatives (the Representatives) of the several initial purchasers (the Initial Purchasers) under the Purchase Agreement (as defined below).

     Pursuant to the Purchase Agreement, dated as of June 6, 2007, among the Company, Integra LifeSciences Corporation (the Subsidiary Guarantor) and the Representatives (the Purchase Agreement), relating to the initial placement (the Initial Placement) of the Notes (as defined below), the Initial Purchasers have agreed to purchase from the Company $165,000,000 in aggregate principal amount of 2.375% Senior Convertible Notes due 2012 (the Notes) to be jointly and severally guaranteed on an unsecured senior basis by the Subsidiary Guarantor. The Notes will be convertible, subject to the terms thereof, into cash and fully paid, nonassessable shares of common stock, par value $0.01 per share, if any, of the Company (the Common Stock), unless the Company elects to satisfy its entire conversion obligation in shares of Common Stock. The Notes will be convertible on the terms, and subject to the conditions, set forth in the Indenture (as defined herein). To induce the Initial Purchasers to purchase the Notes, the Company has agreed to provide the registration rights set forth in this Agreement pursuant to Section 5(g) of the Purchase Agreement.

     The parties hereby agree as follows:

     1. Definitions. Capitalized terms used in this Agreement without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized terms shall have the following meanings:

     Additional Amounts: As defined in Section 3(a) hereof.

     Additional Amounts Payment Date: Each June 1 and December 1.

     Affiliate of any specified person means any other person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, control of a person means the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing.

     Agreement: This Registration Rights Agreement.

     Amendment Effectiveness Deadline Date: has the meaning set forth in Section 2(f)(i) hereof.

     Automatic Shelf Registration Statement: An automatic shelf registration statement within the meaning of Rule 405 under the Securities Act.

     Business Day: The definition of Business Day in the Indenture.

     Closing Date: The date of the first issuance of the Notes.

     Commission: Securities and Exchange Commission.

     Common Stock: As defined in the preamble hereto.

     Company: As defined in the preamble hereto.

     Effectiveness Date: As defined in Section 2(a)(ii) hereof.

     Effectiveness Period: As defined in Section 2(a)(iii) hereof.

     Effectiveness Target Date: As defined in Section 2(a)(ii) hereof.

     Exchange Act: Securities Exchange Act of 1934, as amended.

     Free Writing Prospectus: A free writing prospectus, as defined in Rule 405 under the Securities Act.

     Holder: A Person who owns, beneficially or otherwise, Transfer Restricted Securities.

     Indemnified Holder: As defined in Section 6(a) hereof.

     Indenture: The Indenture, dated as of June 11, 2007 among the Company, the Subsidiary Guarantor and Wells Fargo Bank , N.A., as trustee (the Trustee), pursuant to which the Notes are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof.

     Initial Placement: As defined in the preamble hereto.

     Initial Purchasers: As defined in the preamble hereto.

     Issuer Free Writing Prospectus: An issuer free writing prospectus, as defined in Rule 433 under the Securities Act.

     Losses: As defined in Section 6(a) hereof.

     Majority of Holders: Holders holding over 50% of the aggregate principal amount of Notes outstanding; provided that, for the purpose of this Agreement, a holder of shares of Common Stock which constitute Transfer Restricted Securities shall be deemed to hold an aggregate principal amount of the Notes (in addition to the principal amount of the Notes held by such holder) equal to the quotient of (x) the number of such shares of Common Stock held by such holder and (y) the conversion rate in effect at the time of their issuance upon conversion of the Notes as determined in accordance with the Indenture.