Exhibit 10.1

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (this “ Agreement ”) is made and entered into as of [            ], 2015, by and between Integra LifeSciences Corporation, a Delaware corporation (“ Provider ”) and SeaSpine Holdings Corporation, a Delaware corporation (“ Recipient ”) (Provider and Recipient are referred to individually as a “ Party ”, and collectively as the “ Parties ”).

R E C I T A L S

WHEREAS , Provider and Recipient have entered into that certain Separation and Distribution Agreement, dated [            ], 2015 (the “ Separation Agreement ”), pursuant to which the SeaSpine Business (the “ Recipient Business ”) will be separated from the Integra Business; and

WHEREAS , to facilitate the transactions contemplated by the Separation Agreement, Provider and Recipient deem it to be appropriate and in their best interests that Provider and its Affiliates provide certain services to Recipient and its Affiliates on a transitional basis pursuant to the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties to this Agreement agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Separation Agreement. In the case of capitalized terms defined herein by definitions inconsistent with the definitions ascribed to such terms in the Separation Agreement, the definitions provided herein shall be regarded as controlling for the purposes of this Agreement.

ARTICLE II

SERVICES

Section 2.1 Transition Services .

(a) On the terms and subject to the conditions of this Agreement, Provider shall provide the transition services set forth in Exhibit A (the “ Transition Services ”) to Recipient and its Affiliates.

(b) The Transition Services provided under this Agreement will be provided at a substantially similar level (type, frequency, quality, timeliness) and in a substantially similar manner as such services were performed by Provider with respect to the Recipient Business over the twelve (12) month period immediately prior to the Distribution Date. Recipient shall not resell, assign or subcontract any of the Transition Services to any Person whatsoever or permit the use of the Transition Services by any other Person (other than its Affiliates).

(c) Provider may perform its obligations through its Affiliates and/or Persons that are unaffiliated with any Party hereto (each, a “ Third Party ”); provided that Provider shall not be relieved of its obligations under this Agreement by use of such Affiliates and/or Third Parties and shall be responsible for compliance with the terms hereof by such Affiliates and/or Third Parties.

(d) Without limiting Provider’s obligations pursuant to Section 2.1(b) or otherwise under this Agreement, Recipient acknowledges that Provider may be providing similar services and/or services that involve the same resources as those used to provide the Transition Services, to its other businesses and/or Third Parties.

(e) Provider may suspend any or all of the Transition Services, to the extent and for the period it determines in good faith that the provision of such Transition Service(s) hereunder would violate any Law applicable to Provider. If Provider becomes aware of any such actual or potential violation, Provider shall promptly notify Recipient in writing of such violation and the Parties shall work together in good faith to seek and implement a reasonable alternative arrangement that resolves such violation, including provision of the applicable Transition Service through a Third Party. For the avoidance of doubt, Recipient shall not be obligated to pay any Fees in connection with any such suspended Transition Services during the period such services are not provided (other than Fees owed for such Transition Services rendered by but not paid for prior to such suspension).

(f) Recipient acknowledges and agrees that Provider is not in the business of providing services and that the Transition Services will be provided by Provider to Recipient in connection with, and in order to facilitate, the Spin-Off. This Agreement is not intended by the Parties to have Provider manage and operate the Recipient Business.

Section 2.2 Additional Transition Services . If Recipient reasonably determines that there are additional services that are necessary to conduct the Recipient Business but were not included in the Transition Services set forth in Exhibit A (each such service an “ Omitted Transition Service ”), then Recipient may provide written notice thereof to Provider requesting such additional services. Upon receipt of such a notice by Provider, the Parties shall negotiate in good faith an amendment to Exhibit A setting forth the Omitted Transition Service, the terms and conditions for the provision of such Omitted Transition Service and the Fees payable by Recipient for such Omitted Transition Service, all of which shall be commercially reasonable and pursuant to which such Omitted Transition Service shall become a “Transition Service” for all purposes of this Agreement. Recipient may request that Provider provide additional services that are not Omitted Transition Services, but the provision of such services shall be subject to the sole, but reasonable discretion of Provider and mutual agreement between the Parties with respect to the terms and conditions for the provision of such services and the Fees payable by Recipient for such services.

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Section 2.3 Consents .

(a) At Recipient’s sole cost and expense, Provider and Recipient shall, and shall cause their respective Affiliates to, cooperate and exercise commercially reasonable efforts to obtain (i) all consents, approvals or authorizations (the “ Consents ”) for any necessary software or other Intellectual Property that is not owned by Provider or its Affiliates or otherwise not allowed to be used or transferred to unaffiliated entities and is related to the provision of the Transition Services sufficient to enable Provider, its designee or a Third Party to perform the Transition Services in accordance with this Agreement and (ii) all other Consents to allow Provider to provide the Transition Services and to allow Recipient to access and use the Transition Services (collectively, the “ Required Consents ”).

(b) In the event that any Required Consent is not obtained, then, unless and until such Required Consent is obtained, the Parties hereto shall cooperate with each other in achieving a reasonable alternative arrangement for Recipient to continue to operate the Recipient Business and for Provider to perform Transition Services (if possible), in each case, in a manner that does not increase the costs to Provider in providing such Transition Services.

Section 2.4 Standard for Transition Services . In addition to the standards set forth in Section 2.1(b) , Provider shall at all times perform the Transition Services: (i) with at least the use of reasonable care and (ii) in material compliance with applicable Laws. Provider shall perform its duties and responsibilities hereunder diligently, in good faith and in a manner consistent with past standards and practices with respect to the Recipient Business.

Section 2.5 Provision of Services .

(a) Employment and Supervision . Provider shall have the sole responsibility to employ, pay, supervise, direct and discharge all of its personnel used in its provision of Transition Services hereunder. Provider shall be solely responsible for the payment of all employee benefits and any other direct and indirect compensation for any of its personnel assigned to perform services under this Agreement, as well as such personnel’s worker’s compensation insurance, employment taxes and other employer liabilities relating to such personnel as required by Law.

(b) Independence . Each of Provider and Recipient acknowledges that they are separate entities, each of which has entered into this Agreement for independent business reasons. Provider shall be an independent contractor in connection with the performance of Transition Services hereunder for any and all purposes (including federal or state tax purposes), and the employees performing Transition Services in connection herewith shall not be deemed to be employees or agents of Recipient and nothing contained herein shall be deemed to create a joint venture or partnership.

Section 2.6 Cooperation . During the Service Term (as defined below), the Parties shall, and shall cause each of their agents, auditors and representatives to, cooperate with each other in good faith (i) in the performance of the Transition Services and the Parties’ respective obligations under this Agreement and (ii) to facilitate an orderly and efficient transition of services, processes and functions as contemplated in this Agreement, and in each case in a manner consistent with the intent of this Agreement and without undue burden on any Party.

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Section 2.7 Service Interruption . Upon reasonable written notice to Recipient, Provider shall have the right to temporarily interrupt the provision of Transition Services for routine or emergency maintenance purposes whenever it is the commercially reasonable judgment of Provider that such action is desirable or necessary so long as such maintenance is consistent with Provider’s policies and standards applicable to provision of similar services to Provider’s own businesses. If maintenance is non-scheduled, with respect to Transition Services provided by Provider, Provider shall notify Recipient as far in advance as reasonably practicable under the circumstances that maintenance is required. Notwithstanding the foregoing, Recipient acknowledges and agrees that there may be some circumstances in which advance notice is not practicable, such as in the case of emergency or unanticipated failure. In such case, Provider shall be relieved of its obligations to provide Transition Services only for the period of time that the relevant facilities or systems are so shut down. Provider shall use commercially reasonable efforts to minimize each period of shut down and to schedule, to the extent reasonably practicable under the circumstances, such period of shut down so as to not materially inconvenience or disrupt the conduct of the Recipient Business. Provider shall consult with Recipient prior to temporary shut downs to the extent reasonably practicable or, if not reasonably practicable, promptly thereafter. This Section 2.7 shall not be applicable to any event that constitutes a Force Majeure Event, which is governed by Section 2.8 .

Section 2.8 Force Majeure .

(a) If Provider is prevented from or delayed in complying, either totally or in part, with any of the terms or provisions of this Agreement for any reason beyond its reasonable control, including without limitation acts of God, acts of any public enemy, floods, Laws or any judgment, decree, injunction or order of any Governmental Authority (a “ Force Majeure Event ”), then upon notice to Recipient, which shall be provided as promptly as practicable under the circumstances, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability and, unless otherwise set forth herein to the contrary, Provider shall not have any liability to any Person in connection therewith with respect to such period. Provider shall use commercially reasonable efforts to promptly remove such disability as soon as reasonably possible and shall use commercially reasonable efforts to provide the Transition Services during such period of disability; provided , however , that nothing in this Section 2.8 will be construed to require the settlement of any strike, walkout, lockout, other labor dispute or any other claim or litigation on terms which, in the reasonable judgment of Provider are contrary to its interest. It is understood that the settlement of a strike, walkout, lockout, other labor dispute or any other claim or litigation will be entirely within the discretion of Provider. If Provider is unable to provide any of the Transition Services due to such a disability, the Parties hereto shall use commercially reasonable efforts to cooperatively seek a solution that is mutually satisfactory.

(b) Notwithstanding anything in this Agreement to the contrary, the obligation of Provider to resume performance of its obligations hereunder pursuant to this Section 2.8 shall cease to be in effect to the extent and for the period that Recipient has acquired such Transition Services from an alternate source pursuant to this Section 2.8 . Recipient shall be free to acquire such Transition Services from an alternate source, at Recipient’s sole cost and expense, and without liability to Provider, for the period and to the extent reasonably necessitated by such non-performance and during the continuation of any

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agreement entered into with the provider of such Transition Service, and for that period that such Transition Service is provided by an alternate source, Provider shall have no obligation to provide such Transition Service to Recipient. For the avoidance of doubt, Recipient shall not be obligated to pay Provider for such Transition Services during the period when Provider is not providing itself, or through a Third Party, such Transition Services.

Section 2.9 TSA Manager . Each Party shall nominate a representative to act as the primary contact person for business issues arising under this Agreement (each a “ TSA Manager ”). The initial TSA Manager of Provider shall be [            ] and the initial TSA Manager of Recipient shall be [            ]. Each Party shall have the right at any time and from time to time to replace its TSA Manager by advising the other Party in writing of any change in its TSA Manager in accordance with Section 10.1 hereof. The Parties agree that all written communications relating to the provision of any Transition Service shall be directed to the TSA Managers. Each Party may treat an act of a TSA Manager on behalf of the other Party as an act authorized by such other Party.

Section 2.10 Obligations . The provision of Transition Services hereunder is subject to the following:

(a) Provider shall not be liable for any action or inaction taken or omitted to be taken by it, its Affiliate or a relevant Third Party pursuant to, and in accordance with, instructions received from Recipient;

(b) Provider may refuse to take any action requested by Recipient if it is not an action required to be taken under this Agreement. Any services provided beyond the scope of the Transition Services shall be billed on such basis as the Parties hereto may mutually agree in accordance with this Agreement;

(c) Provider shall have no obligation to perform any Transition Service to the extent that performing such Transition Service is dependent upon, or otherwise requires, Recipient to perform some service, operation or function prior to Provider performing any such Transition Service unless Recipient shall have, in fact, prior to when Provider is required to perform such Transition Service, performed such other service, operation or function consistent with commercially reasonable business practices;

(d) the Parties shall, during the term of this Agreement, comply with any applicable Law relating to the Transition Services;

(e) the Parties shall not, and shall cause their respective employees not to, break, bypass or circumvent, or attempt to break, bypass or circumvent any security system of any Party hereunder or obtain access to any program or data other than that to which access has been specifically granted; and

(f) the Parties shall, and shall cause their respective Representatives and employees to, at all times comply with all physical and technological security rules, policies and procedures of Provider and Recipient, as applicable.

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ARTICLE III

FEES AND PAYMENT

Section 3.1 Fees . During the Service Term for any Transition Service, the fees payable by Recipient for such Transition Service (the “ Fees ”) shall be as set forth on Exhibit A .

Section 3.2 Invoice and Payment . Provider shall invoice Recipient for amounts due hereunder on a monthly basis, and amounts due hereunder shall be paid by Recipient within thirty (30) days of receipt of the applicable invoice.

Section 3.3 Disputes and Resolution . Recipient shall promptly notify Provider in writing of any amounts billed to it that are in dispute. Upon receipt of such notice, Provider shall research the items in question in a reasonably prompt manner and cooperate with Recipient to resolve any such dispute. Any such dispute shall not relieve Recipient of the obligation to make prompt payment according to the mechanism described in this ARTICLE III for any undisputed amounts. In the event that the Parties agree that any amount that was paid by Recipient was not properly owed, Provider shall refund that amount within thirty (30) days of such agreement (or, alternatively, at Recipient’s option, Provider shall deduct the dollar amount from the next invoice submitted to Recipient).

Section 3.4 Taxes . To the extent required by applicable Law, there shall be added to any Fees due under this Agreement, and included on the applicable invoice, and Recipient agrees to pay to Provider, amounts equal to any Taxes, however designated or levied, based upon such Fees, or upon this Agreement or the Transition Services or materials provided under this Agreement, or their use, as provided by Provider to Recipient hereunder. Provider agrees to pay any such amounts received by it with respect to any Taxes to the appropriate Governmental Authority plus any interest and penalty that may be imposed as the result of Provider not remitting such Taxes in a timely manner. In the event any Taxes based upon services provided by Provider are not added to an invoice from Provider, Recipient shall be responsible, as applicable, to remit to the appropriate Governmental Authority any additional amounts due including Tax, interest and penalty (if the penalty is imposed as a result of Recipient’s payment failure or delay to make payment). If additional amounts are determined to be due on the Transition Services provided to Recipient hereunder as a result of an audit by a Tax jurisdiction, Recipient agrees to reimburse Provider for any additional Tax due, including any interest or penalties (if a penalty or interest is imposed as a result of Recipient’s failure or delay to make payment), unless Recipient has already paid such Tax, interest or penalty itself. The Parties hereto further agree that no Party hereto shall be required to pay any franchise Taxes, Taxes based on the net income of the other Party hereto or personal property Taxes on property owned or leased by a Party hereto.

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ARTICLE IV

DISCLAIMER AND LIMITATION OF LIABILITY

Section 4.1 Disclaimer of Warranties . EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRANSITION SERVICES TO BE PROVIDED OR RECEIVED BY IT OR OTHERWISE WITH RESPECT TO THIS AGREEMENT.

Section 4.2 Limitation of Damages . EXCEPT IN THE CASE OF THIRD PARTY CLAIMS, NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE OR ANY DIMINUTION OF VALUE) RESULTING OR ARISING FROM THIS AGREEMENT, INCLUDING THE TRANSITION SERVICES, ANY PERFORMANCE OR NONPERFORMANCE OF THE TRANSITION SERVICES OR TERMINATION OF THE TRANSITION SERVICES REGARDLESS OF WHETHER SUCH DAMAGES OR OTHER RELIEF ARE SOUGHT BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, IN TORT (INTENTIONAL OR OTHERWISE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, SUBJECT TO SECTION 4.4 .

Section 4.3 Limitation of Liability . The maximum liability of Provider to, and the sole remedy of, Recipient for breach of this Agreement shall be an amount not to exceed the Fee scheduled to be paid by Recipient to Provider for the particular Transition Service that is the subject of such breach. The limitation of liability described in this Section 4.3 shall not apply to liabilities arising out of or resulting from gross negligence or willful misconduct or as provided in Section 4.4 .

Section 4.4 Exclusions From Section 4.2 and 4.3 . Neither the limitations of damages set forth in Section 4.2 nor the limitations of liability set forth in Section 4.3 shall apply to (i) a Party’s breach of ARTICLE VI or (ii) to a Party’s intentional and willful breaches or actual fraud.

ARTICLE V

OWNERSHIP OF ASSETS

Section 5.1 Systems . Any information system, software, computer network, database or data file owned, licensed, leased or provided by or for Provider which is used by Provider or its suppliers on behalf of Provider in connection with provision of any Transition Service, each as modified, maintained or enhanced from time to time by Provider or any relevant Third Party (collectively, the “ Systems ”) shall remain the sole exclusive property of Provider. Except as provided for in Section 5.1(a) and Section 5.1(b) or in any Transaction Document, under no circumstances will Recipient obtain hereunder any ownership right or license (implied or otherwise) in or to (i) any custom development work performed hereunder by Provider or Third Parties working at the direction of Provider, (ii) any intellectual property of Provider, or (iii) any Systems used in connection with the Transition Services not owned or licensed by Recipient as of the effective date of this Agreement.

(a) Data Products . Access to, and any license to use, Provider’s data products will be provided subject to Provider’s standard terms and conditions of use with respect thereto that are applicable to Third Parties (other than the payment terms, which are set forth in this Agreement).

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(b) Intellectual Property . Except with respect intellectual property expressly created for Recipient as a Transition Service deliverable or as otherwise agreed to by the Parties, as between Provider, on the one hand, and Recipient, on the other hand, all right, title and interest in and to all intellectual property developed or provided by Provider in connection with its provision of Transition Services shall be owned exclusively by Provider.

Section 5.2 Other Assets . Except as provided in Section 5.1 , all procedures, methods, systems, strategies, tools, equipment, facilities and other resources used by a Party hereto or any relevant Third Party shall remain the property of such Party and, except as otherwise provided herein, shall at all times be under the sole direction and control of such Party or Third Party.

ARTICLE VI

CONFIDENTIALITY

Section 6.1 Non-Disclosure . The Parties to this Agreement agree to, and to cause their Affiliates and Representatives to, keep confidential all information received in the performance of their duties under this Agreement, and shall not disclose such information except where such disclosure is reasonably necessary to perform, or settle any dispute regarding, their respective duties under this Agreement or is required by applicable Law or the rules of a stock exchange on which such Party (or its Affiliates) are listed, and shall not use any such information other than for the purposes of performance of Transition Services under this Agreement or obtaining the Transition Services from alternative sources should they become unavailable pursuant to the terms hereof, or obtaining any Required Consents, or for transferring or assigning any rights, obligations, accounts, products or licenses related to the provision of the Transition Services, as applicable and to the extent permitted hereunder. The obligations of the Parties and their respective Representatives under this Section 6.1 shall remain in effect indefinitely following the expiration or termination of this Agreement. Nothing in this Section 6.1 shall limit the obligations of confidentiality and non-use set forth in the Separation Agreement.

ARTICLE VII

INDEMNIFICATION

Section 7.1 Indemnification by Recipient . Recipient shall indemnify, defend and hold harmless Provider, its Affiliates and Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “ Provider Indemnitees ”) from and against any and all Third Party Claims (as defined below) relating to, arising out of or resulting from (a) the provision of the Transition Services by Provider or their designees in accordance with the terms of this Agreement, (b) the failure of Recipient to comply with the terms and conditions set forth on Section 5.1(a) hereto or (c) any other breach of this Agreement by Recipient, in each case, except to the extent the Third Party Claims arise out of any breach by Provider of this Agreement or the negligence or willful misconduct of Provider in providing Transition Services hereunder. Provider shall take all commercially reasonable steps to mitigate any such claims upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the cause which gives rise to such claim.

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Section 7.2 Indemnification by Provider . Provider shall indemnify, defend and hold harmless Recipient, its Affiliates, their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “ Recipient Indemnitees ”) from and against any Third Party Claims relating to, arising out of or resulting from (a) gross negligence or willful misconduct on the part of Provider in providing the Transition Services or (b) any breach of this Agreement by Provider, in each case, except to the extent the Third Party Claims arise out of any breach by Recipient of this Agreement. Recipient shall take all commercially reasonable steps to mitigate any such claims upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the cause which gives rise to such claim.

Section 7.3 Indemnification Obligations Net of Insurance Proceeds . The Parties hereto intend that any liability subject to indemnification pursuant to this ARTICLE VII will be net of insurance proceeds actually received, realized or recovered by an Indemnified Party. Accordingly, the amount which any Party hereto (an “ Indemnifying Party ”) is required to pay to any Person entitled to indemnification hereunder (an “ Indemnified Party ”) will be reduced or offset by any insurance proceeds theretofore actually received, realized or recovered by or on behalf of the Indemnified Party in reduction of the related liability. If an Indemnified Party receives a payment (an “ Indemnity Payment ”) required by this Agreement from an Indemnifying Party in respect of any liability and subsequently receives insurance proceeds in respect thereof, then the Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the insurance proceeds had been received, realized or recovered before the Indemnity Payment was made.

Section 7.4 Procedures for Indemnification of Third Party Claims .

(a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a third party of any claim or of the commencement by any such third party of any action (collectively, a “ Third Party Claim ”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 7.1 or Section 7.2 , such Indemnified Party shall give the Indemnifying Party written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party to give notice as provided in this Section 7.4(a) shall not relieve the relevant Indemnifying Party of its obligations under this ARTICLE VII , except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

(b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 7.4(a) , the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party.

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(c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 7.4(b) , such Indemnified Party may defend such Third Party Claim, at the cost and expense of the Indemnifying Party to the extent indemnifiable hereunder.

(d) No Party hereto shall consent to entry of any judgment or enter into any settlement of a Third Party Claim without the consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned).

ARTICLE VIII

DISPUTE RESOLUTION

Section 8.1 Dispute Resolution . Any and all disputes, controversies or claims, including any disputes regarding the enforceability of this Agreement, including this provision (each, a “ Dispute ”) arising under or relating to this Agreement shall be resolved in accordance with the terms of this Section 8.1 . Either Party may notify the other of its intent to resolve a Dispute by delivering a written notice to the TSA Manager of the other Party in accordance with Section 10.1 . The written notice shall describe the Dispute in reasonable detail (including references to the sections of this Agreement that are at issue in such Dispute and, if any claim involves an allegation that the other Party has committed a material breach, reasons as to why the Party serving such notice believes such breach to be material) (“ Initial Notice ”). The TSA Managers shall then meet and confer in good faith to attempt to resolve the Dispute. If the Dispute is not resolved within ten (10) days following the receipt of the Initial Notice, then either Party may, by a second notice to the other Party, submit such Dispute to [            ] of Recipient (or his/her designee) and [            ] of Provider (or his/her designee) (together, the “ Management Representatives ”). The Management Representatives shall then meet and confer in good faith to attempt to resolve the Dispute. If the Management Representatives are unable to resolve the Dispute, within ten (10) days following referral of such Dispute to the Management Representatives, then the Parties agree that any Party shall have the right to submit such Dispute to a court of competent jurisdiction in accordance with Section 10.8 . For avoidance of doubt, nothing contained in this Section 8.1 shall operate as a restriction on a Party’s rights to terminate this Agreement pursuant to ARTICLE IX . Nothing contained in this Section 8.1 shall restrict or limit any rights that a Party may have to seek injunctive relief (including specific performance) or other equitable relief.

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ARTICLE IX

TERM AND TERMINATION

Section 9.1 Term .

(a) Term of Agreement . This Agreement shall commence on the date hereof and shall end on the earliest of: (i) the date all Transition Services have expired in accordance with the terms of this Agreement, (ii) the date all Transition Services have been terminated in accordance with the terms of this Agreement or (iii) the date on which this Agreement is terminated (as a whole) pursuant to its terms.

(b) Term of Services . Provider shall provide each Transition Service beginning on the date hereof, or as otherwise set forth in Exhibit A or agreed to by the Parties in writing, and continuing for a period equal to the service term set forth in Exhibit A and any extension pursuant to the terms hereof (the “ Service Term ”), or as otherwise agreed to by the Parties in writing, unless renewed or sooner terminated in accordance with the provisions of this Agreement.

Section 9.2 Termination of Services .

(a) Termination of Particular Transition Services . Recipient may terminate its right to receive any particular Transition Service for any or no reason, by providing Provider with written notice of termination (the “ Termination Notice ”), not less than sixty (60) days (or such lesser number of days set forth in Exhibit A with respect to a specific Transition Service) prior to the date on which services shall be terminated (the “ Termination Date ”) setting forth in reasonable detail the applicable Transition Services to be terminated (the “ Terminated Services ”) and the Termination Date for each Terminated Service. Upon such termination, Recipient’s obligation to pay for such Terminated Services beyond the specified Termination Date will terminate.

(b) Termination for Breach . If a Party hereto materially breaches any of its obligations under this Agreement, and does not cure such default within thirty (30) days after receiving written notice thereof from the non-breaching Party, then the non-breaching Party may, at its option, terminate any Transition Service affected by such breach or this Agreement in its entirety by providing a Termination Notice to the breaching Party, for which termination the effective Termination Date shall be the date of receipt of such Termination Notice.

(c) Procedures on Termination of Services . Beginning on the Termination Date, Recipient shall not be obligated to pay any Fees in connection with any Terminated Services other than Fees owed for such Terminated Services rendered but not paid for prior to the Termination Date. Any Termination Notice delivered pursuant to this Section 9.2 shall be irrevocable, except as provided in Section 9.2(a) .

Section 9.3 Termination of the Transition Services Agreement . Any termination of this Agreement pursuant to this Section 9.3 shall be without prejudice to any rights or obligations of the Parties hereto accruing prior to such termination, including the right to payment of unpaid Fees and reimbursable costs owing for Transition Services performed prior to termination.

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(a) By Mutual Consent . This Agreement may be terminated by mutual consent of the Parties in writing at any time.

(b) Termination for Non-Payment . Provider may terminate this Agreement (to be effective immediately) if any Fees or other amounts due by Recipient hereunder fail to be timely paid in accordance with this Agreement or otherwise, except those amounts that are reasonably contested pursuant to the terms hereof, within thirty (30) days following written notice to Recipient by Provider of such failure.

(c) Bankruptcy Termination . This Agreement may be terminated by either Party hereto upon at least thirty (30) days prior written notice if the other Party hereto is declared insolvent or bankrupt, or makes an assignment for the benefit of creditors, or a receiver is appointed or any proceeding is demanded by, for or against the other under any provision of bankruptcy law.

Section 9.4 Procedures on Termination of the Agreement . Following any termination of this Agreement or termination of any Transition Services each Party hereto will cooperate with the other Party, at the requesting Party’s expense, as reasonably necessary to avoid disruption of the ordinary course of the other Party’s and its Affiliates’ businesses. Termination shall not affect any right to payment for Transition Services provided, or expenses incurred in connection therewith, prior to termination.

Section 9.5 Survival . Section 2.9 , ARTICLE III (with respect to Fees and Taxes attributable to periods prior to termination), ARTICLE IV , ARTICLE V , ARTICLE VI , ARTICLE VII , ARTICLE VIII , ARTICLE IX (including, without limitation, this Section 9.5 ) and ARTICLE X and shall survive any termination of this Agreement for the periods set forth in the applicable provisions, if any, or if none, indefinitely. Termination of this Agreement shall not relieve a Party of any liability that has accrued prior to the effective date of such termination.

ARTICLE X

MISCELLANEOUS

Section 10.1 Notices . All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered, delivered via electronic mail or facsimile or mailed by registered or certified mail (return receipt requested) to the Parties at the addresses specified in Section 10.6 of the Separation Agreement (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received.

Section 10.2 Severability . In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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Section 10.3 Entire Agreement . This Agreement, including the Exhibits and Schedules hereto, and the Separation Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

Section 10.4 Assignment . This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided , however , that either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchases expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.

Section 10.5 Successors and Assigns . The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

Section 10.6 No Third Party Beneficiaries . This Agreement is solely for the benefit of the Parties and their respective Affiliates and shall not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 10.7 Amendments . This Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.

Section 10.8 Governing Law Submission to Jurisdiction; Waivers .

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF DELAWARE.

(b) SUBJECT TO ARTICLE VIII , ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY OBLIGATIONS HEREUNDER, SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF DELAWARE. BY EXECUTING AND DELIVERING THIS AGREEMENT, THE PARTIES, IRREVOCABLY (I) ACCEPT GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF THESE COURTS; (II) WAIVE ANY OBJECTIONS WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (I) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; (III) AGREE THAT SERVICE

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OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY AT THEIR RESPECTIVE ADDRESSES PROVIDED IN ACCORDANCE WITH SECTION 10.6 OF THE SEPARATION AGREEMENT; AND (IV) AGREE THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

(C) THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Section 10.12 Rules of Construction . Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (c) the terms “hereof”, “herein”, “hereby”, “hereto”, and derivative or similar words refer to this entire Agreement, including the Exhibits and Schedules hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) the Parties hereto have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties thereto and no presumption or burden of proof shall arise favoring or burdening any Party hereto by virtue of the authorship of any of the provisions in this Agreement; (j) a reference to any Person includes such Person’s successors and permitted assigns; (k) any reference to “days” means calendar days unless Business Days are expressly specified; and (l) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day.

Section 10.13 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.

[Signature Page Follows]

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IN WITNESS WHEREOF , the Parties hereto have executed this Agreement as of the day and year first written above.

Exhibit 10.2

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “ Agreement ”), is made and entered into as of [            ], 2015, by and between INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (“ Integra ”), and SEASPINE HOLDINGS CORPORATION, a Delaware corporation (“ Spinco ”). All capitalized terms not otherwise defined shall have the meanings set forth in Article I .

RECITALS

WHEREAS, Integra and certain of its subsidiaries have joined in filing consolidated federal Income Tax Returns and certain consolidated, combined or unitary state or local Income Tax Returns;

WHEREAS, Integra LifeSciences Corporation, a Delaware corporation and wholly owned subsidiary of Integra (“ ILS ”), contributed all of the outstanding membership interests of Theken Spine, LLC (“ Theken ”), all of the outstanding stock of SeaSpine, Inc. (“ SeaSpine ”) and all of the outstanding stock of IsoTis, Inc. (“ IsoTis ”) to SeaSpine Orthopedics Corporation, a Delaware corporation and wholly owned subsidiary of ILS (“ Controlled ”) in exchange for common stock of Controlled;

WHEREAS, Integra and Spinco have entered into that certain Separation and Distribution Agreement, dated as of the date hereof (the “ Separation Agreement ”), pursuant to which, among other things, (i) ILS will contribute or will have contributed to Controlled additional assets and liabilities associated with the Spinco Business, (ii) ILS will contribute all of the outstanding common stock of Controlled to Spinco, (iii) ILS will distribute all of the outstanding common stock of Spinco to Integra in a transaction intended to qualify, in conjunction with the contribution described in clause (ii), under Sections 355 and 368(a)(1)(D) of the Code, (iv) Integra will contribute cash to Spinco and (v) Integra will distribute all of the outstanding common stock of Spinco to Integra’s stockholders in a transaction intended to qualify, in conjunction with the contribution described in clause (iv), under Sections 355 and 368(a)(1)(D) of the Code (collectively, the “ Spin-off Transactions ”);

WHEREAS, pursuant to the Spin-off Transactions, Spinco and its subsidiaries will leave the Pre-Spin Group; and

WHEREAS, the parties hereto, on behalf of themselves and their Affiliates, wish to provide for (i) the allocation of, and indemnification against, certain liabilities for Taxes, (ii) the preparation and filing of Tax Returns and the payment of Taxes with respect thereto and (iii) certain related matters.

NOW THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, the parties agree as follows:

ARTICLE I.

DEFINITIONS

When used herein the following terms shall have the following meanings:

“ Affiliate ” means, with respect to any entity (the “given entity”), each entity that directly or indirectly, through one or more intermediaries is controlled by the given entity. For purposes of this definition, “control” means, with respect to any entity, (a) the possession, directly or indirectly, of 50% or more of the voting power or value of outstanding equity interests of such entity or (b) the power to direct or cause the direction of management and policies of such entity, whether through ownership of securities, partnership or other ownership interests, by contract or otherwise. Unless otherwise indicated, the term Affiliate shall refer to Affiliates of a party as determined after the Spin-off Transactions.

“ Affiliated Group ” means, with respect to a Tax Period, (a) an affiliated group of corporations within the meaning of Section 1504(a) of the Code or, for purposes of any state or local Tax matters, any consolidated, combined, unitary or similar group of corporations within the meaning of any similar provisions of Tax law for the jurisdiction in question, and (b) for purposes of any federal, state or local Income Tax matters, any entity owned by a corporation described in clause (a) that is disregarded as separate from its owner for such purposes.

“ Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Audit ” means any audit, assessment of Taxes, other examination by any Taxing Authority, proceeding or appeal of such a proceeding relating to Taxes, whether judicial or administrative.

“ Code ” means the Internal Revenue Code of 1986, as amended, or any successor thereto.

“ Controlled ” has the meaning set forth in the Recitals.

“ Current Allocation Methodology ” means the allocation methodology that is set forth in Exhibit A, as applied to Integra Prepared Pre-Spin/Straddle Mixed Returns.

“ Delaware VDA ” means the voluntary disclosure agreement relating to unclaimed property between Integra and the state of Delaware entered into prior to the date hereof, pursuant to which the entities included in the agreement must file Tax Returns with the state of Delaware on March 1, 2016, March 1, 2017, March 1, 2018 and additional dates as provided in the agreement.

“ Distribution ” has the meaning set forth in the Separation Agreement.

“ Distribution Date ” has the meaning set forth in the Separation Agreement.

“ Final Determination ” means (i) a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (ii) a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or comparable agreements under the laws of other jurisdictions; (iii) any other final settlement with the IRS or other Taxing Authority (including the execution of IRS Form 870-AD, or a comparable form under

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the laws of other jurisdictions, but excluding any such form that reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Taxing Authority to assert a further deficiency); (iv) the expiration of an applicable statute of limitations; or (v) the allowance of a refund or credit, but only after the expiration of all periods during which such refund or credit may be recovered (including by way of offset).

“ GAAP ” means generally accepted accounting principles in the United States, consistently applied.

“ ILS ” has the meaning set forth in the Recitals.

“ Income Tax ” means any and all Taxes based upon or measured by net income (regardless of whether denominated as an “income tax,” a “franchise tax” or otherwise).

“ Income Tax Return ” means a Tax Return relating to an Income Tax.

“ Integra ” has the meaning set forth in the preamble to this Agreement.

“ Integra Affiliated Group ” means, for any applicable Tax Period, Integra and each entity that is a member of an Affiliated Group for such Tax Period (or portion thereof) with respect to which Integra would be the common parent. For the avoidance of doubt, the Integra Affiliated Group shall include, for the portion of the Straddle Period that ends on the Distribution Date, Spinco and other entities that will be members of the Spinco Affiliated Group beginning on the day immediately after the Distribution Date.

“ Integra Group ” means Integra and its Affiliates, excluding any entity that would be a member of the Spinco Group.

“ Integra Member ” means any entity that would be a member of the Integra Group.

“ Integra Prepared Pre-Spin/Straddle Mixed Return ” has the meaning set forth in Section 2.3(a) .

“ IRS ” means the Internal Revenue Service or any successor thereto.

“ Latham Opinion ” means the opinion of Latham & Watkins LLP with respect to certain matters relating to qualification of the Spin-off Transactions under Sections 368(a)(1)(D) and 355 of the Code.

“ Opinion Representation Letters ” means the representation letters executed by officers of Integra, ILS and Spinco and delivered in connection with the Latham Opinion.

“ Overdue Rate ” means a variable rate of interest per annum equal to the Federal short-term rate as established from time to time pursuant to Section 1274(d) of the Code.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. federal income tax purposes.

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“ Post-Distribution Tax Period ” means a Tax Period that begins after the Distribution Date.

“ Pre-Distribution Tax Period ” means a Tax Period that ends on or before the Distribution Date.

“ Pre-Spin Group ” means Integra and its Affiliates before the Spin-off Transactions.

“ Pre-Spin Member ” means any entity that was a member of the Pre-Spin Group.

“ Representative ” means, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, accountants, attorneys and other advisors.

“ Responsible Party ” means the party responsible for the preparation and filing of a Tax Return pursuant to Section 2.1 .

“ SeaSpine ” has the meaning set forth in the Recitals.

“ Section 355(e) Tax ” shall mean any Taxes imposed on the Pre-Spin Group resulting from a Final Determination that Section 355(e) of the Code is applicable to the Spin-off Transactions because the Spin-off Transactions were part of a plan or series of related transactions pursuant to which one or more persons acquired directly or indirectly stock of Integra or Spinco (or interests in any predecessor or successor thereto within the meaning of Section 355(e)) representing a “50-percent or greater interest” within the meaning of Section 355(e) of the Code.

“ Separate Affiliated Group ” means, with respect to any corporation, such corporation’s separate affiliated group as defined by Section 355(b)(3) of the Code and the Treasury Regulations promulgated thereunder.

“ Separation Agreement ” has the meaning set forth in the Recitals.

“ Spinco ” has the meaning set forth in the preamble to this Agreement.

“ Spinco Active Trade or Business ” means the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) by Spinco and its Separate Affiliated Group of the Spinco Business as conducted immediately prior to the Distribution.

“ Spinco Affiliated Group ” means Spinco and each entity that would be a member of an Affiliated Group with respect to which Spinco would be the common parent for any Post-Distribution Tax Period. For purposes of this Agreement, the Spinco Affiliated Group shall exist from and after the beginning of the day immediately after the Distribution Date.

“ Spinco Business ” means the “SeaSpine Business” as defined in the Separation Agreement.

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“ Spinco Group ” means Spinco and its Affiliates after the Spin-off Transactions.

“ Spinco Member ” means any entity that would be a member of the Spinco Group.

“ Spinco Prepared Pre-Spin/Straddle Nonmixed Return ” has the meaning set forth in Section 2.3(b) .

“ Spin-off Transactions ” has the meaning set forth in the Recitals.

“ Straddle Period ” means a Tax Period that begins on or before and ends after the Distribution Date.

“ Tax ” means any federal, state, foreign or local income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty or addition thereto.

“ Tax Asset ” means any Tax Item that has accrued for Tax purposes, but has not been used during a Tax Period, and that could reduce a Tax in another Tax Period, including, but not limited to, a net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction, credit related to alternative minimum tax and any other Tax credit.

“ Taxing Authority ” means the IRS or any other governmental authority responsible for the administration of any Tax.

“ Tax Item ” means any item of income, gain, loss, deduction, credit, recapture of credit or any other attribute or item (including the adjusted basis of property) that may have the effect of increasing or decreasing any Tax.

“ Tax Period ” means any period prescribed by law or any Taxing Authority for which a Tax Return is required to be filed or a Tax is required to be paid.

“ Tax Practices ” means the policies, procedures and practices customarily and consistently employed by the Pre-Spin Group in the preparation and filing of, and positions taken on, any Tax Returns of the Integra Affiliated Group or any Pre-Spin Member (or group thereof) for any Pre-Distribution Tax Period.

“ Tax Refund ” means any refund of Taxes, whether by payment, credit, offset, reduction in Tax or otherwise, plus any interest or other amounts received or payable with respect to such refund.

“ Tax Return ” means any return (including any information return), report, statement, declaration, notice, form, election, estimated Tax filing, claim for refund or other filing (including any amendments thereof and attachments thereto) required to be filed with or submitted to any Taxing Authority with respect any Tax.

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“ Tax Treatment ” has the meaning set forth in Section 3.3(a) .

“ Theken ” has the meaning set forth in the Recitals.

“ Treasury Regulations ” means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II.

FILING OF TAX RETURNS AND PAYMENT OF TAXES

Section 2.1 Preparation and Filing of Tax Returns .

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Section 2.2 Provision of Filing Information . Each party shall cooperate with the Responsible Party in the preparation and filing of all Tax Returns relating to Pre-Distribution Tax Periods and Straddle Periods, including by providing the Responsible Party with (a) all necessary filing information in a manner consistent with past Tax Practices, (b) all other information reasonably requested in connection with the preparation of such Tax Returns, including permission to copy any applicable documents, and (c) such other assistance reasonably necessary or requested for the filing of such Tax Returns.

Section 2.3 Advance Review of Tax Returns .

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Section 2.4 Consistent Positions on Tax Returns . The Responsible Party shall prepare all Tax Returns (a) for all Pre-Distribution Tax Periods and Straddle Periods in a manner consistent with past Tax Practices and (b) in a manner consistent with the Latham Opinion, except in either case as otherwise required by changes in applicable law or material underlying facts or as consented by the parties hereto in writing, which consent shall not be unreasonably withheld.

Section 2.5 Taxable Year . The parties agree that, to the extent permitted by applicable law, (a) the Tax Period with respect to federal Income Taxes of the Spinco Members included in the consolidated federal Income Tax Return of the Integra Affiliated Group for the Straddle Period that includes the Distribution Date (and all corresponding consolidated, combined, unitary or similar state or local Income Tax Returns of such Affiliated Group) shall end as of the close of the Distribution Date and (b) the Spinco Affiliated Group and each member thereof shall begin a new taxable year for purposes of such federal, state or local Income Taxes as of the beginning of the day after the Distribution Date. The parties further agree that, to the extent permitted by applicable law, all federal, state, local and foreign Tax Returns shall be filed consistently with this position.

Section 2.6 Straddle Period Taxes . For purposes of this Agreement, Taxes attributable to Straddle Periods shall be allocated between the portion of the Straddle Period ending on the Distribution Date and the portion of the Straddle Period beginning after the Distribution Date, as follows:

Section 2.7 Payment of Taxes .

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Section 2.8 Amended Returns . Notwithstanding anything to the contrary in this Agreement, no party may file any amendment to an Integra Prepared Pre-Spin/Straddle Mixed Return or Spinco Prepared Pre-Spin/Straddle Nonmixed Return without the other party’s consent, which consent shall not be unreasonably withheld; provided, however, that Integra may amend an Integra Prepared Pre-Spin/Straddle Mixed Return without Spinco’s consent if (a) such amendment will not have an adverse effect on Spinco or any Spinco Member (including as a result of Spinco’s indemnification obligations pursuant to Sections 3.3(c)(i) , 3.3(c)(ii)(B) and 3.3 (c)(iii)(B) ) or (b) such amendment will have an adverse effect on Spinco or any Spinco Member (including as a result of Spinco’s indemnification obligations pursuant to Sections 3.3(c)(i) , 3.3(c)(ii)(B) and 3.3 (c)(iii)(B) ) and Integra agrees to indemnify Spinco for any and all increases in the liability for Taxes of the Spinco Group or any Spinco Member arising solely as a result of Integra’s amendment of the Integra Prepared Pre-Spin/Straddle Mixed Return.

Section 2.9 Refunds of Taxes . Integra shall apportion and allocate any Tax Refund realized as a result of a Final Determination with respect to any Integra Prepared Pre-Spin/Straddle Mixed Return filed pursuant to Section 2.1(a)(i) and Section 2.1(a)(ii) in the same proportion as the liability for the Taxes with respect to such Tax Return was apportioned and allocated pursuant to the Current Allocation Methodology. Any Tax Refund realized as a result of a Final Determination with respect to any other Tax Return filed pursuant to Section 2.1(a) and Section 2.1(b) shall be for the benefit of the Responsible Party. If Integra or Spinco, as applicable, receives a Tax Refund with respect to which the other party is entitled to all or an allocable portion pursuant to this Section 2.9 , Integra or Spinco, as applicable, shall pay such amount to such other party in accordance with Section 4.1 .

Section 2.10 Tax Elections . Nothing in this Agreement is intended to change or otherwise affect any previous tax election made by or on behalf of the Integra Affiliated Group (including the election with respect to the calculation of earnings and profits under Section 1552 of the Code and the Treasury Regulations thereunder). Integra, as common parent of the Integra Affiliated Group, shall continue to have discretion, reasonably exercised, to make any and all elections with respect to all members of the Integra Affiliated Group for all Tax Periods for which it is obligated to file Tax Returns under Section 2.1(a) . Spinco, as common parent of the Spinco Affiliated Group, shall have sole discretion to make any and all elections with respect to

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all members of the Spinco Affiliated Group for all Tax Periods for which it is obligated to file Tax Returns under Section 2.1(b) ; provided, however, that if any such election could adversely affect any Integra Member, such election shall not be made without the prior written consent of Integra, which consent shall not be unreasonably withheld.

Section 2.11 Allocation of Tax Assets .

ARTICLE III.

INDEMNIFICATION

Section 3.1 By Integra . Subject to Section 3.3 , Integra shall indemnify and hold Spinco and each Spinco Member harmless against:

Section 3.2 By Spinco . Subject to Section 3.3 , Spinco shall indemnify and hold Integra and each Integra Member harmless against:

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Section 3.3 Tax Treatment of Spin-off Transactions .

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(B) If there is a Final Determination that results in the disallowance, in whole or in part, of the Tax Treatment (other than the Section 355(e) Tax, which is addressed by Section 3.3(c)(iii) ), and Spinco or any Spinco Member (and neither Integra nor any Integra Member) has taken any action after the Distribution Date which action results in such disallowance, then Spinco shall be liable for, and shall indemnify Integra and each other Integra Member against, any Taxes of the Pre-Spin Group as a result of such disallowance.

(B) If there is a Final Determination that Section 355(e) of the Code is applicable to the Spin-off Transactions solely because the Spin-off Transactions were part of a plan or series of related transactions pursuant to which one or more persons acquired directly or indirectly stock of Spinco (or interests in any predecessor or successor thereto within the meaning of Section 355(e)) representing a “50-percent or greater interest” within the meaning of Section 355(e), then Spinco shall pay and be liable for, and shall indemnify Integra and each Integra Member against, the Section 355(e) Tax.

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Section 3.4 Certain Reimbursements . Each party shall notify the other party of any Taxes paid by it or any of its Affiliates that are subject to indemnification under this Article III . Any notification pursuant to this Section 3.4 shall include a detailed calculation (including, if applicable, separate allocations of such Taxes between the parties and supporting work papers) and a brief explanation of the basis for indemnification hereunder. Whenever such a notification is given, the indemnifying party shall pay the amount requested in such notice to the indemnified party in accordance with Article IV , but only to the extent the indemnifying party agrees with such request. To the extent the indemnifying party disagrees with such request, it shall so notify the indemnified party within thirty (30) days of receipt of such notice, whereupon the parties shall use their best efforts to resolve any such disagreement. Any indemnification payment made after such thirty (30) day period shall include interest at the Overdue Rate from the date of receipt of the original indemnification notice.

Section 3.5 Adjustments . The parties agree to cooperate in good faith, without bias to any Integra Member or Spinco Member, to make appropriate adjustments to accomplish the objectives of this Article III .

ARTICLE IV.

METHOD AND TIMING OF

PAYMENTS REQUIRED BY THIS AGREEMENT

Section 4.1 Payment in Immediately Available Funds; Interest . All payments made pursuant to this Agreement shall be made in immediately available funds. Except as otherwise provided in the Agreement, all payments shall be made within thirty (30) days of receipt of request therefor. Except as otherwise provided in the Agreement, any payment not made within thirty (30) days of receipt shall thereafter bear interest at the Overdue Rate.

Section 4.2 Characterization of Payments . Any payment (other than interest thereon) made hereunder by Integra to Spinco, or by Spinco to Integra, shall be treated by all parties for all Tax purposes to the extent permitted by law and GAAP as a non-taxable distribution or capital contribution made immediately prior to the Distribution, except to the extent that Integra and Spinco treat a payment as the settlement of an intercompany liability (including, without limitation, the settlement of an intercompany liability with respect to the sharing of Tax liabilities pursuant to the Current Allocation Methodology).

Section 4.3 Payments Net of Taxes . The amount of any Loss subject to indemnification pursuant to Article III shall be net of Taxes. Accordingly, the amount which an indemnifying party is required to pay to an indemnitee will be adjusted to reflect any Tax benefit to the indemnitee from the underlying Loss and to reflect any Taxes imposed upon the indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the indemnification payment is made and will further be made, as appropriate, to take into account any change in the liability of the indemnitee for Taxes that occurs in

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connection with the final resolution of an audit by a Tax authority. For purposes of this Section 4.3 , the value of any Tax benefit to the indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law.

ARTICLE V.

COOPERATION; DOCUMENT RETENTION; CONFIDENTIALITY

Section 5.1 Provision of Cooperation, Documents and Other Information . Upon the reasonable request of any party to this Agreement, Integra or Spinco, as applicable, shall promptly provide (and shall cause its Affiliates to promptly provide) the requesting party with such cooperation and assistance, documents, and other information as may be necessary or reasonably helpful in connection with (a) the preparation and filing of any Tax Return, (b) the conduct of any Audit involving any Taxes or Tax Returns within the scope of this Agreement or (c) the verification by a party of an amount payable to or receivable from another party. Such cooperation and assistance shall include, without limitation, (i) the provision of books, records, Tax Returns, documentation or other information relating to any relevant Tax Return, (ii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, or in connection with any Audit, including, without limitation, the execution of powers of attorney and extensions of applicable statutes of limitations with respect to Tax Returns which Integra may be obligated to file on behalf of Spinco Members pursuant to Section 2.1 , (iii) the prompt and timely filing of appropriate claims for refund, and (iv) the use of reasonable best efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with the foregoing. Each party shall make its employees and facilities available on a mutually convenient basis to facilitate such cooperation.

Section 5.2 Retention of Books and Records . Each party to this Agreement shall retain or cause to be retained (and shall cause each of their Affiliates to retain) all Tax Returns and all books, records, schedules, work papers, and other documents relating thereto, until the later of (a) the date seven (7) years from the close of the applicable Tax Period, (b) the expiration of all applicable statutes of limitations (including any waivers or extensions thereof) and (c) the expiration of any retention period required by law (e.g., depreciation or inventory records) or pursuant to any record retention agreement. The parties hereto shall notify each other in writing of any waivers, extensions or expirations of applicable statutes of limitations.

Section 5.3 Confidentiality of Documents and Information . Except as required by law or with the prior written consent of the other party, all Tax Returns, documents, schedules, work papers and similar items and all information contained therein that are within the scope of this Agreement shall be kept confidential by the parties hereto and their Representatives, shall not be disclosed to any other Person and shall be used only for the purposes provided herein.

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ARTICLE VI.

AUDITS

Section 6.1 Notification and Status of Audits or Disputes . Upon the receipt by any party to this Agreement (or any of its Affiliates) of notice of any pending or threatened Audit pertaining to Taxes subject to indemnification under this Agreement, such party shall promptly notify the other party in writing of the receipt of such notice. Each party to this Agreement shall use reasonable best efforts to keep the other party advised as to the status of any Audits pertaining to Taxes subject to indemnification under this Agreement. To the extent relating to any such Tax, each party hereto shall promptly furnish the other party with copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial or other governmental authority, as well as copies of any revenue agent’s report or similar report, notice of proposed adjustment or notice of deficiency.

Section 6.2 Control and Settlement .

Section 6.3 Delivery of Powers of Attorney and Other Documents . Integra and Spinco shall execute and deliver to the other party, promptly upon request, powers of attorney authorizing such other party to extend statutes of limitations, receive refunds, negotiate settlements and take such other actions that Integra or Spinco, as applicable, reasonably considers to be appropriate in exercising its control rights pursuant to Section 6.2 , and any other documents reasonably necessary thereto to effect the exercise of such control rights.

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ARTICLE VII.

MISCELLANEOUS

Section 7.1 Effectiveness . This Agreement shall be effective from and after the Distribution Date and shall survive until the expiration of any applicable statute of limitations.

Section 7.2 Entire Agreement . This Agreement, together with all documents and instruments referred to herein and therein, constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede and terminate all prior agreements and understandings, both written and oral.

Section 7.3 Guarantees of Performance . Each party hereby guarantees the complete and prompt performance by its Affiliates of all of its obligations and undertakings pursuant to this Agreement. If, subsequent to the consummation of the Spin-off Transactions, either Integra or Spinco shall be acquired by another entity (the “acquirer”) such that 50% or more of the acquired corporation’s common stock is held by the acquirer and its affiliates, the acquirer shall, by making such acquisition, simultaneously agree to jointly and severally guarantee the complete and prompt performance by the acquired corporation and any Affiliate of the acquired corporation of all of their obligations and undertakings pursuant to this Agreement and the acquired corporation shall cause such acquirer to enter into an agreement reflecting such guarantee.

Section 7.4 Severability . In the event any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions hereof without including any of such which may hereafter be declared invalid, void or unenforceable. In the event that any such term, provision, covenant or restriction is hereafter held to be invalid, void or unenforceable, the parties hereto agree to use their best efforts to find and employ an alternate means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

Section 7.5 Waiver . Neither the failure nor any delay on the part of any party to exercise any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of the same or any other right, nor shall any waiver of any right with respect to any occurrence be construed as a waiver of such right with respect to any other occurrence.

Section 7.6 Governing Law . This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law principles, except with respect to matters of law concerning the internal corporate or other organizational affairs of any entity which is a party to or subject of this Agreement, and as to those matters the law of the jurisdiction under which the respective entity derives its powers shall govern.

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Section 7.7 Notices . All notices and other communications required or permitted under this Agreement shall be in writing and shall be duly given when delivered in person, by facsimile (with a confirmed receipt thereof), by messenger or courier service, or by registered or certified mail (postage prepaid, return receipt requested), at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Integra, to:

Integra LifeSciences Holdings Corporation

311 Enterprise Drive

Plainsboro, New Jersey 08536

Attention: Neal Glueck, VP of Tax

Email: Neal.Glueck@integralife.com

Tel: (609) 936-6981

Fax: (609) 750-4264

If to Spinco, to:

SeaSpine Holdings Corporation

2302 La Mirada Drive

Vista, California 92081

Attention: John Bostjancic, Chief Financial Officer

Email: john.bostjancic@seaspine.com

Tel: (760) 727-8399

Fax: (760) 727-8809

Section 7.8 Amendments . This Agreement may be amended at any time only by written agreement executed and delivered by duly authorized officers of Integra and Spinco.

Section 7.9 Successors and Assigns . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party hereto (by operation of law or otherwise), without the prior written consent of the other party. All provisions of the Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section 7.10 No Third-Party Beneficiaries . This Agreement is solely for the benefit of the parties to this Agreement and their respective Affiliates and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without this Agreement.

Section 7.11 Headings; References . The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to “Article”, “Sections” or “Exhibits” shall be deemed to be references to Articles or Sections hereof or Exhibits hereto unless otherwise indicated.

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Section 7.12 Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, and all such counterparts shall together constitute one and the same instrument.

Section 7.13 Predecessors and Successors . To the extent necessary to give effect to the purposes of this Agreement, any reference to any corporation or other entity shall also include any predecessors or successors thereto, by operation of law or otherwise.

Section 7.14 Specific Performance . The parties hereto acknowledge and agree that irreparable damages will result if this Agreement is not performed in accordance with its terms, and each party agrees that any damages available at law for a breach of this Agreement would not be an adequate remedy. Therefore, to the full extent permitted by applicable law, the provisions hereof and the obligations of the parties hereunder shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection therewith.

Section 7.15 Further Assurances . Subject to the provisions hereof, the parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby. Subject to the provisions hereof, each party shall, in connection with entering into this Agreement, performing its obligations hereunder and taking any and all actions relating hereto, comply with all applicable laws, regulations, orders and decrees, obtain all required consents and approvals and make all required filings with any governmental authority (including any regulatory or administrative agency, commission or similar authority) and promptly provide the other party with all such information as it may reasonably request in order to be able to comply with the provisions of this sentence.

Section 7.16 Setoff . All payments to be made by any party under this Agreement shall be made without setoff, counterclaim or withholding, all of which are expressly waived.

Section 7.17 Expenses . Except as specifically provided in this Agreement, each party agrees to pay its own costs and expenses resulting from the fulfillment of its respective obligations hereunder.

Section 7.18 Rules of Construction . Any ambiguities shall be resolved without regard to which party drafted the Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date above written.

Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

AND

SEASPINE HOLDINGS CORPORATION

DATED AS OF [            ] , 2015

EMPLOYEE MATTERS AGREEMENT

This Employee Matters Agreement (the “ Agreement ”) is entered into as of [            ], 2015, by and between Integra LifeSciences Holdings Corporation, a Delaware corporation (“ Integra ”), and SeaSpine Holdings Corporation, a Delaware corporation (“ SeaSpine ”), each a “Party” and together, the “Parties.”

RECITALS:

WHEREAS, SeaSpine is and prior to the Distribution will be a wholly owned subsidiary of Integra;

WHEREAS, the board of directors of Integra has determined that it is advisable and in the best interests of Integra to establish SeaSpine as an independent publicly traded company;

WHEREAS, to effect this separation, the Parties have entered into that certain Separation and Distribution Agreement dated as of [            ], 2015 (as amended or otherwise modified from time to time, the “ Separation Agreement ”); and

WHEREAS, pursuant to the Separation Agreement, Integra and SeaSpine are entering into this Agreement for the purpose of allocating between and among them certain assets, Liabilities (as defined below) and responsibilities with respect to certain (i) employees, (ii) compensation and benefit plans, programs and arrangements and (iii) other employee-related matters.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions . The following capitalized terms shall have the meanings set forth below when used in this Agreement:

“ Accrued PTO ” means, with respect to an Integra Employee or a SeaSpine Employee, such individual’s accrued vacation, paid-time-off and sick time, if any.

“ Affiliate ” shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. For this purpose “ control ” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise. Unless explicitly provided herein to the contrary, for purposes of this Agreement, Integra shall be deemed not to be an Affiliate of SeaSpine or any of its Subsidiaries, and SeaSpine shall be deemed not to be an Affiliate of Integra or any of its Subsidiaries (other than SeaSpine and the SeaSpine Subsidiaries).

“ Auditing Party ” has the meaning set forth in Section 9.10 .

“ Agreement ” shall have the meaning set forth in the preamble to this Agreement and includes all Exhibits attached hereto or delivered pursuant hereto.

“ Ancillary Agreements ” shall have the meaning provided in the Separation Agreement.

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“ Benefit Plan ” shall mean any compensation and/or benefit plan, program, arrangement, agreement or other commitment that is sponsored, maintained, entered into or contributed to by an entity or with respect to which such entity otherwise has any liability or obligation, whether fixed or contingent, including each such (i) employment, consulting, noncompetition, nondisclosure, nonsolicitation, severance, termination, pension, retirement, supplemental retirement, excess benefit, profit sharing, bonus, incentive, sales incentive, commission, deferred compensation, retention, transaction, change in control and similar plan, program, arrangement, agreement or other commitment, (ii) stock option, restricted stock, restricted stock unit, contract stock, share unit, performance stock, stock appreciation, stock purchase, deferred stock or other compensatory equity or equity-based plan, program, arrangement, agreement or other commitment, (iii) savings, life, health, disability, accident, medical, dental, vision, cafeteria, insurance, flexible spending, adoption/dependent/employee assistance, tuition, vacation, relocation, paid-time-off, other fringe benefit and other employee compensation plan, program, arrangement, agreement or other commitment, including in each case, each “employee benefit plan” as defined in Section 3(3) of ERISA and any trust, escrow, funding, insurance or other agreement related to any of the foregoing.

“ COBRA ” shall mean the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and Sections 601 through 608 of ERISA, together with all regulations promulgated thereunder.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Distribution ” shall have the meaning provided in the Separation Agreement.

“ Distribution Date ” shall have the meaning provided in the Separation Agreement.

“ Distribution Ratio ” shall mean the quotient obtained by dividing (i) one by (ii) [            ].

“ Distribution Time ” shall mean [            ] p.m., New York City time, on the Distribution Date.

“ DOL ” shall mean the U.S. Department of Labor.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Force Majeure ” has the meaning set forth in Section 10.19 .

“ Former Integra Employee ” shall mean any employee, consultant, director or other service provider who provides or provided services primarily for the benefit of any Integra Entity and who (A) terminates or has terminated his or her employment or other service relationship with any Integra Entity at any time, including any such individual who terminated employment or service prior to the Distribution Time, and (B) the Parties determine to be a Former Integra Employee. For the avoidance of doubt, any transfer of employment or other service relationship between the Integra Entities and/or the SeaSpine Entities for purposes of effectuating the Distribution shall not constitute a termination of employment or other service relationship for purposes of this definition. To the extent such designation is not readily made, the Parties agree to negotiate in good faith to agree upon a designation as a Former Integra Employee or a Former SeaSpine Employee.

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“ Former SeaSpine Employee ” shall mean any employee, consultant, director or other service provider who provides or provided services primarily for the benefit of any SeaSpine Entity or with respect to the SeaSpine Business and who (A) terminates or has terminated his or her employment or other service relationship at any time, including any such individual who terminated employment or service prior to the Distribution Time, and (B) whom the Parties determine to be a Former SeaSpine Employee. For the avoidance of doubt, any transfer of employment or other service relationship between Integra Entities and/or SeaSpine Entities for purposes of effectuating the Distribution shall not constitute a termination of employment or other service relationship for purposes of this definition. To the extent such designation is not readily made, the Parties agree to negotiate in good faith to agree upon a designation as a Former Integra Employee or a Former SeaSpine Employee.

“ Governmental Authority ” shall mean any U.S. federal, state, local or non-U.S. court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“ Hiring Party ” shall have the meaning provided in Section 9.2 .

“ HIPAA ” shall mean the Health Insurance Portability and Accountability Act of 1996, as amended.

“ Integra ” shall have the meaning provided in the preamble to this Agreement.

“ Integra 401(k) Plan ” shall mean the Integra LifeSciences Corporation 401(k) Trust.

“ Integra Allocation Factor ” shall mean the quotient obtained by dividing (i) the Integra Post-Separation Stock Value, by (ii) the sum of (A) the Integra Post-Separation Stock Value, plus (B) the product of (x) the SeaSpine Stock Value times (y) the Distribution Ratio.

“ Integra Benefit Plan ” shall mean each Benefit Plan sponsored, maintained entered into or contributed to by any Integra Entity, in any case, under which more than one service provider is eligible to receive compensation and/or benefits.

“ Integra Cash Incentive Plans ” shall have the meaning provided in Section 6.1 .

“ Integra Cafeteria Plan ” shall mean a “cafeteria plan” (within the meaning of Section 125 of the Code), including any health flexible spending account or dependent care plan, maintained by Integra.

“ Integra Common Stock ” shall mean the common stock, par value $0.01 per share, of Integra.

“ Integra Employee ” shall mean each employee, consultant, director and other service provider who provides services primarily for the benefit of any Integra Entity and who, following the Distribution Time, remains employed by or in service with any Integra Entity, including any such active employees and any such employees on approved leaves of absence. Notwithstanding the foregoing or anything to the contrary contained herein, for purposes of Article III, each member of Integra’s Board of Directors serving as of immediately prior to the Distribution Time and Jack Henneman shall be an Integra Employee.

“ Integra Entities ” shall mean Integra and the Subsidiaries of Integra other than SeaSpine and the SeaSpine Subsidiaries (each, an “ Integra Entity ”).

“ Integra Equity Awards ” shall mean the Integra Options, Integra Performance Share Awards, Integra Restricted Stock Awards and Integra RSU Awards, collectively.

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“ Integra Equity Plans ” shall mean Integra’s 2000 Equity Incentive Plan, the 2001 Equity Incentive Plan, the Third Amended and Restated 2003 Equity Incentive Plan and the Employee Stock Purchase Plan, and any other stock option or equity incentive compensation plan or arrangement maintained by any Integra Entity on or prior to the Distribution Date for the benefit of employees, consultants, directors and/or other service providers of any Integra Entity. For the avoidance of doubt, neither the SeaSpine Holdings Corporation 2015 Incentive Award Plan nor the SeaSpine Holdings Corporation 2015 Employee Stock Purchase Plan shall be deemed to be an Integra Equity Plan.

“ Integra Health and Welfare Plans ” shall mean, collectively, the plans listed on Exhibit A hereto and any group welfare plans or programs maintained by an Integra Entity in a foreign jurisdiction.

“ Integra Individual Agreement ” shall mean each Benefit Plan sponsored, maintained entered into or contributed to by any Integra Entity, in any case, under which no more than one service provider is eligible to receive compensation and/or benefits.

“ Integra Option ” shall mean an option to purchase shares of Integra Common Stock granted pursuant to any Integra Equity Plan.

“ Integra Participant ” shall mean any individual who, (i) prior to the Distribution Date, is eligible to participate in one or more Integra Benefit Plans, and (ii) following the Distribution Date, is (A) an Integra Employee who is eligible to participate in one or more Integra Benefit Plans, (B) a Former Integra Employee who remains entitled to payments, benefits and/or participation under any Integra Benefit Plan, (C) a Former SeaSpine Employee who terminated employment or other service on or prior to the Distribution Date, to the extent such individual remains entitled to payments, benefits and/or participation under any Integra Benefit Plan, or (D) a beneficiary, dependent or alternate payee of any of the foregoing. For the avoidance of doubt, “Integra Participant” shall not include any individual who becomes a SeaSpine Participant (or any beneficiary, dependent or alternate payee thereof) once such individual becomes a SeaSpine Participant.

“ Integra Performance Share Award ” shall mean an award of Integra performance stock granted under any Integra Equity Plan.

“ Integra Post-Separation Stock Value ” shall mean the volume weighted average per-share price of Integra Common Stock trading in the “when issued market” on the Distribution Date.

“ Integra Pre-Separation Stock Value ” shall mean the volume weighted average per-share price of Integra Common Stock trading the “regular way with due bills” over the five (5) trading-day period ending on the Distribution Date.

“ Integra Ratio ” shall mean the quotient obtained by dividing the Integra Pre-Separation Stock Value by the Integra Post-Separation Stock Value.

“ Integra Restricted Stock Award ” shall mean an award of restricted shares of Integra Common Stock granted under any Integra Equity Plan

“ Integra RSU Award ” shall mean an award of Integra contract stock granted under any Integra Equity Plan.

“ IRS ” shall mean the Internal Revenue Service.

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“ Law ” shall mean any law, statute, ordinance, code, rule, regulation, order, writ, proclamation, judgment, injunction or decree of any Governmental Authority.

“ Liability ” and “ Liabilities ” shall have such meanings as provided in the Separation Agreement.

“ Participating Company ” shall mean, with respect to an Integra Benefit Plan, any Integra Entity and, prior to the Distribution, each SeaSpine Entity, in each case, that is a participating employer in such Integra Benefit Plan.

“ Party ” or “ Parties ” shall have the meaning provided in the preamble to this Agreement.

“ Person ” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“ Records ” shall have such meaning as provided in the Separation Agreement.

“ Representatives ” shall have such meaning as provided in the Separation Agreement.

“ Separation Agreement ” shall have the meaning provided in the recitals to this Agreement.

“ SeaSpine ” shall have the meaning provided in the preamble to this Agreement.

“ SeaSpine 401(k) Plan ” shall have the meaning provided in Section 4.1 .

“ SeaSpine Allocation Factor ” shall mean the quotient obtained by dividing (i) the product of (A) the SeaSpine Stock Value times (B) the Distribution Ratio, by (ii) the sum of (A) the Integra Post-Separation Stock Value, plus (B) the product of (x) the SeaSpine Stock Value times (y) the Distribution Ratio.

“ SeaSpine Benefit Plan ” shall mean each Benefit Plan (i) that is not an Integra Benefit Plan, (ii) which is sponsored, maintained, entered into or contributed to by any SeaSpine Entity, and (iii) under which more than one service provider is eligible to receive compensation and/or benefits, including the SeaSpine 401(k) Plan, each SeaSpine Equity Plan, the SeaSpine Cafeteria Plan and the SeaSpine Health and Welfare Plans.

“ SeaSpine Business ” shall have the meaning provided in the Separation Agreement.

“ SeaSpine Cafeteria Plan ” shall mean a “cafeteria plan” (within the meaning of Section 125 of the Code), including any health flexible spending account or dependent care plan, maintained by any SeaSpine Entity.

“ SeaSpine Common Stock ” shall mean the common stock, par value $0.001 per share, of SeaSpine.

“ SeaSpine Employee ” shall mean each employee, consultant, director and other service provider who provides services primarily for the benefit of any SeaSpine Entity or with respect to the SeaSpine Business and who, following the Distribution Time, is employed by or in service with any SeaSpine Entity, including any such active employees and any such employees on approved leaves of absence. Notwithstanding the foregoing or anything to the contrary contained herein, for purposes of Article III, none of the members of Integra’s Board of Directors serving as of immediately prior to the Distribution Time or Jack Henneman shall be an Integra Employee shall be a SeaSpine Employee.

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“ SeaSpine Entities ” means SeaSpine and each SeaSpine Subsidiary (each, a “ SeaSpine Entity ”).

“ SeaSpine Equity Awards ” shall mean the SeaSpine Options, SeaSpine Performance Share Awards, SeaSpine Restricted Stock Awards and SeaSpine RSU Awards, collectively.

“ SeaSpine Health and Welfare Plans ” shall have the meaning provided in Section 5.1 .

“ SeaSpine Individual Agreement ” shall mean each Benefit Plan sponsored, maintained entered into or contributed to by any SeaSpine Entity, in any case, under which no more than one service provider is eligible to receive compensation and/or benefits.

“ SeaSpine Option ” shall mean an option to purchase shares of SeaSpine Common Stock issued pursuant to the SeaSpine Equity Plan as part of an equitable adjustment to an Integra Option made in connection with the Distribution.

“ SeaSpine Participant ” shall mean any individual who is or becomes (i) a SeaSpine Employee who is eligible to participate in one or more SeaSpine Benefit Plans, (ii) a Former SeaSpine Employee who remains entitled to payments, benefits and/or participation under any SeaSpine Benefit Plan, or (iii) a beneficiary, dependent or alternate payee of any of the foregoing, in each case, beginning on the first date that such individual qualifies as a SeaSpine Participant in accordance with any of the foregoing.

“ SeaSpine Performance Share Award ” shall mean an award of performance shares issued pursuant to the SeaSpine Equity Plan as part of an equitable adjustment to an Integra Performance Share Award made in connection with the Distribution.

“ SeaSpine Ratio ” shall mean the quotient obtained by dividing the Integra Pre-Separation Stock Value by the SeaSpine Stock Value.

“ SeaSpine Restricted Stock Award ” shall mean an award of restricted shares of SeaSpine Common Stock issued pursuant to the SeaSpine Equity Plan as part of an equitable adjustment to an Integra Restricted Stock Award made in connection with the Distribution.

“ SeaSpine RSU Award ” shall mean an award of restricted stock units granted under the SeaSpine Equity Plan as part of an equitable adjustment to an Integra RSU Award made in connection with the Distribution.

“ SeaSpine Stock Value ” shall mean the volume weighted average per-share price of SeaSpine Common Stock trading in the “when issued market” on the Distribution Date.

“ SeaSpine Subsidiaries ” shall have such meaning as provided in the Separation Agreement.

“ Subsidiary ” shall mean, with respect to any specified Person, any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its subsidiaries, or by such specified Person and one or more of its subsidiaries.

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“ Transactions ” shall have such meaning as provided in the Separation Agreement.

“ Workers’ Comp Liabilities ” shall have the meaning provided in Section 5.6 .

Section 1.2 References; Interpretation . References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Exhibits shall be deemed references to Articles and Sections of, and Exhibits to, this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

ARTICLE II

GENERAL PRINCIPLES

Section 2.1 Post-Distribution Employment . Immediately after the Distribution Time, by virtue of this Agreement and without further action by any Person, (a) each Integra Employee shall continue to be employed or engaged at Integra or such other Integra Entity as employs or engages such Integra Employee as of immediately prior to the Distribution Time, and (b) each SeaSpine Employee shall continue to be employed or engaged at SeaSpine or such other SeaSpine Entity as employs or engages such SeaSpine Employee as of immediately prior to the Distribution Time. The Parties shall cooperate to effectuate any transfers of employment contemplated by this Agreement, including transfers necessary to ensure that all Integra Employees are employed or engaged at an Integra Entity and all SeaSpine Employees are employed or engaged at a SeaSpine Entity, in each case, as of immediately prior to the Distribution Time.

Section 2.2 No Termination/Severance; No Change in Control . No Integra Employee or SeaSpine Employee shall (a) terminate employment or service or be deemed to terminate employment or service solely by virtue of the consummation of the Distribution, any transfer of employment or other service relationship contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement, or (b) become entitled to any severance, termination, separation or similar rights, payments or benefits, whether under any Benefit Plan or otherwise, in connection with any of the foregoing. Neither the Distribution nor any other transaction(s) contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement shall constitute or be deemed to constitute a “change in/of control” or any similar corporate transaction impacting the vesting or payment of any amounts or benefits for purposes of any Integra Benefit Plan or SeaSpine Benefit Plan.

Section 2.3 Termination of SeaSpine Participation in Integra Benefit Plans; Liability for Benefit Plans and Individual Agreements .

(a) Except as otherwise expressly provided for in this Agreement (including with respect to participation in any Integra Equity Plan) or as otherwise expressly agreed to in writing between the Parties, effective as of the Distribution Time, (i) SeaSpine and each other SeaSpine Entity shall cease to be a Participating Company in each Integra Benefit Plan (to the extent any such SeaSpine Entity was such a Participating Company as of immediately prior to the Distribution), and (ii) each SeaSpine Participant shall cease to participate in, be covered by, accrue benefits under or be eligible to contribute to any Integra Benefit Plan (to the extent any such SeaSpine Participant so participated in any Integra Benefit Plan as of immediately prior to the Distribution), and, in each case, Integra and SeaSpine shall take all necessary action prior to the Distribution Time to effectuate each such cessation.

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(b) Effective as of the Distribution Time, each Integra Individual Agreement set forth on Exhibit C hereto is hereby transferred and assigned, without further action by any Person, to SeaSpine (or to such other SeaSpine Entity as SeaSpine may designate) and each such transferred agreement shall, from and after the Distribution Time, constitute a SeaSpine Individual Agreement.

(c) Effective as of the Distribution Time, (A) Integra and/or the other Integra Entities shall be solely liable for, and no SeaSpine Entity shall have any obligation or Liability under, any Integra Benefit Plan or Integra Individual Agreement, and (B) except to the extent provided in Section 3.1 below, SeaSpine and/or the other SeaSpine Entities shall be solely liable for, and no Integra Entity shall have any obligation or Liability under, any SeaSpine Benefit Plan or any SeaSpine Individual Agreement.

Section 2.4 Employment Law Liabilities .

(a) Separate Employers . Subject to the provisions of ERISA and the Code, on and after the Distribution Date, each Integra Entity shall be a separate and independent employer from each SeaSpine Entity.

(b) Employment Litigation . Except as otherwise expressly provided in this Agreement and to the extent permissible under applicable Law, (i) SeaSpine and/or the other SeaSpine Entities shall be solely liable for, and no Integra Entity shall have any obligation or Liability with respect to, any employment-related claims and Liabilities regarding SeaSpine Employees, prospective SeaSpine Employees and/or Former SeaSpine Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any Integra Entity or SeaSpine Entity, whether the basis for such claims arose before, as of, or after the Distribution Time, and (ii) Integra and/or the other Integra Entities shall be solely liable for, and no SeaSpine Entity shall have any obligation or Liability with respect to, any employment-related claims and Liabilities regarding Integra Employees, prospective Integra Employees and/or Former Integra Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any Integra Entity or SeaSpine Entity, whether the basis for such claims arose before, as of, or after the Distribution Time.

(c) Prior Notice of Claims Settlement . Each Party hereto shall, when applicable, notify in writing and consult with the other Party prior to making any settlement of an employee claim or an employment-related claim, for the purpose of attempting to avoid any prejudice to such other Party arising from the settlement. For the avoidance of doubt, nothing herein shall prevent any Party from settling any employment-related claim or shall confer upon any Party any rights of consent or other rights (other than to notice of proposed settlement and consultation) with respect to any employee claim against another Party.

Section 2.5 Service Recognition .

(a) Pre-Distribution Service Credit . With respect to SeaSpine Participants, each SeaSpine Benefit Plan shall provide that all service, all compensation and all other benefit-affecting determinations (including with respect to vesting) that, as of immediately prior to the Distribution Time, were recognized under a corresponding Integra Benefit Plan (or would have been recognized under a corresponding Integra Benefit Plan in which such SeaSpine Participant was eligible to participate immediately prior to the

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Distribution Time, had such SeaSpine Participant actually participated in such corresponding Integra Benefit Plan) shall, as of immediately after the Distribution Time or any subsequent effective date for such SeaSpine Benefit Plan, receive full recognition, credit and validity and be taken into account under such SeaSpine Benefit Plan to the same extent as credit was (or would have been) recognized under such Integra Benefit Plan, except (i) to the extent that duplication of benefits would result or (ii) for benefit accrual under any defined benefit pension plan.

(b) Post-Distribution Service Credit . Except to the extent required by applicable Law, (i) no Integra Entity shall be obligated to recognize any service of a SeaSpine Employee after the Distribution Time for any purpose under any Integra Benefit Plan, and (ii) no SeaSpine Entity shall be obligated to recognize any service of an Integra Employee after the Distribution Time for any purpose under any SeaSpine Benefit Plan; provided , however , that nothing herein shall prohibit any Integra Entity or any SeaSpine Entity from recognizing such service.

Section 2.6 Reimbursement .

(a) Reimbursement of Integra . From time to time after the Distribution, SeaSpine shall promptly reimburse Integra, upon Integra’s reasonable request and the presentation by Integra of such substantiating documentation as SeaSpine shall reasonably require, for the cost of any obligations or Liabilities satisfied or assumed by an Integra Entity that are the responsibility of a SeaSpine Entity pursuant to this Agreement. Except as otherwise provided in this Agreement, any such request for reimbursement must be made by Integra not later than ninety (90) days following the date on which such obligations or Liabilities are satisfied or assumed, as applicable, by a Integra Entity.

(b) Reimbursement of SeaSpine . From time to time after the Distribution, Integra shall promptly reimburse SeaSpine, upon SeaSpine’s reasonable request and the presentation by SeaSpine of such substantiating documentation as Integra shall reasonably require, for the cost of any obligations or Liabilities satisfied or assumed by a SeaSpine Entity that are the responsibility of a Integra Entity pursuant to this Agreement. Except as otherwise provided in this Agreement, any such request for reimbursement must be made by SeaSpine not later than ninety (90) days following the date on which such obligations or Liabilities are satisfied or assumed, as applicable, by a SeaSpine Entity.

Section 2.7 French Employees . Schedule 1 attached hereto contains certain terms and conditions with respect to employees residing in France. Notwithstanding anything to the contrary anywhere else in this Agreement, Schedule 1 is incorporated herein by reference and shall control in the event of any inconsistency between this Agreement and Schedule 1 solely as they relate to employees residing in France.

ARTICLE III

ADJUSTMENT OF INTEGRA EQUITY AWARDS; EQUITY PLANS

Section 3.1 Treatment of Outstanding Integra Options .

(a) Integra Option Adjustments . Subject to Sections 3.1(b) , 3.5 , 3.6 , 3.7 and 3.8 :

(i) Integra Options Granted Prior to 2015 . Each Integra Option that remains outstanding as of immediately prior to the Distribution Time that was granted prior to calendar year 2015 shall be converted, as of immediately prior to the Distribution Time, into both an Integra Option and a SeaSpine Option pursuant to the following adjustment mechanisms (and shall otherwise be subject to the same terms and conditions after the Distribution Time as applied to such Integra Option immediately prior to the Distribution Time):

(A) Shares Subject to New SeaSpine Option . The number of shares of SeaSpine Common Stock subject to the new SeaSpine Option shall be equal to the product obtained by multiplying (x) the number of shares of Integra Common Stock subject to the Integra Option immediately prior to the Distribution Time, times (y) the SeaSpine Allocation Factor, times (z) the SeaSpine Ratio, and rounding down to the nearest whole share.

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(B) Exercise Price of New SeaSpine Option . The per share exercise price of the new SeaSpine Option shall be equal to the quotient obtained by dividing (x) the per share exercise price of the Integra Option immediately prior to the Distribution Time, by (y) the SeaSpine Ratio, and rounding such quotient up to the nearest whole cent.

(C) Shares Subject to Post-Distribution Integra Option . The number of shares of Integra Common Stock subject to the post-Distribution Integra Option shall be equal to the product obtained by multiplying (x) the number of shares of Integra Common Stock subject to the Integra Option immediately prior to the Distribution Time, times (y) the Integra Allocation Factor, times (z) the Integra Ratio, and rounding down to the nearest whole share.

(D) Exercise Price of Post-Distribution Integra Option . The per share exercise price of the post-Distribution Integra Option shall be equal to the quotient obtained by dividing (I) the per share exercise price of the pre-Distribution Integra Option immediately prior to the Distribution Time, by (II) the Integra Ratio, and rounding such quotient up to the nearest whole cent.

(ii) Integra Options Granted in 2015 . Each Integra Option that remains outstanding as of immediately prior to the Distribution Time that was granted in calendar year 2015 shall be adjusted, as of immediately prior to the Distribution Time, solely into an Integra Option pursuant to the following adjustment mechanisms:

(A) Shares Subject to Post-Distribution Integra Option. The number of shares of Integra Common Stock subject to the post-Distribution Integra Option shall be equal to the product obtained by multiplying (I) the number of shares of Integra Common Stock subject to the Integra Option immediately prior to the Distribution Time, times (II) the Integra Ratio, and rounding such product down to the nearest whole share.

(B) Exercise Price of Post-Distribution Integra Option. The per share exercise price of the post-Distribution Integra Option shall be equal to the quotient obtained by dividing (I) the per share exercise price of the Integra Option immediately prior to the Distribution Time, by (II) the Integra Ratio, and rounding such quotient up to the nearest whole cent.

(b) The adjustments to the Integra Options contemplated by this Agreement, including without limitation, adjustments to the exercise price of Integra Options, to the number of shares subject to Integra Options and with respect to conversions into SeaSpine Options, are all intended to comply in all respects with the requirements of Sections 409A and 424 of the Code, in each case, to the extent applicable, and all such provisions shall be interpreted and implemented in accordance with the foregoing.

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Section 3.2 Treatment of Outstanding Integra RSU Awards . Subject to Sections 3.5, 3.6, 3.7 and 3.8:

(a) Integra RSU Awards held by Peter Arduini . Each Integra RSU Award that is outstanding as of immediately prior to the Distribution Time that is held by Peter Arduini shall be converted, as of immediately prior to the Distribution Time, into both: (i) an Integra RSU Award that (A) covers a number of post-Distribution shares of Integra Common Stock equal to the number of shares of Integra Common Stock covered by the Integra RSU Award immediately prior to the Distribution Time, and (B) is subject to the same terms and conditions after the Distribution Time as applied immediately prior to the Distribution Time, and (ii) a SeaSpine RSU Award (A) that covers a number of shares of SeaSpine Common Stock equal to the product obtained by multiplying (x) the number of shares of Integra Common Stock covered by the Integra RSU Award immediately prior to the Distribution Time, times (y) the Distribution Ratio, and (B) is otherwise subject to the same terms and conditions after the Distribution Time as applied to such Integra RSU Award immediately prior to the Distribution Time.

(b) Integra RSU Awards held by Integra Employees or Former Integra Employees (other than Peter Arduini) . Each Integra RSU Award that is outstanding as of immediately prior to the Distribution Time that is held by an Integra Employee or Former Integra Employee, other than Peter Arduini, shall be adjusted, as of immediately prior to the Distribution Time, into solely an Integra RSU Award that (A) covers a number of post-Distribution shares of Integra Common Stock determined by multiplying (I) the number of share of Integra Common Stock covered by the Integra RSU Award immediately prior to the Distribution Time times (II) the Integra Ratio (rounding such product down to the nearest whole share), and (B) is otherwise subject to the same terms and conditions after the Distribution Time as applied to such Integra RSU Award immediately prior to the Distribution Time.

(c) Integra RSU Awards held by SeaSpine Employees . Each Integra RSU Award that is outstanding as of immediately prior to the Distribution Time that is held by a SeaSpine Employee shall be adjusted, as of immediately prior to the Distribution Time, into solely a SeaSpine RSU Award that (i) covers a number of shares of SeaSpine Common Stock equal to the product obtained by multiplying (A) the number of shares of Integra Common Stock covered by the Integra RSU Award immediately prior to the Distribution Time times (B) the SeaSpine Ratio (rounding such product down to the nearest whole share), and (ii) is otherwise subject to the same terms and conditions after the Distribution Time as applied to such Integra RSU Award immediately prior to the Distribution Time.

Section 3.3 Treatment of Outstanding Integra Restricted Stock Awards . Subject to Sections 3.5, 3.6, 3.7 and 3.8:

(a) Integra Restricted Stock Awards held by Integra Employees or Former Integra Employees . Each Integra Restricted Stock Award that is outstanding as of immediately prior to the Distribution Time that is held by an Integra Employee or Former Integra Employee shall be adjusted, as of immediately prior to the Distribution Time, into solely an Integra Restricted Stock Award that (i) covers a number of post-Distribution shares of Integra Common Stock determined by multiplying (A) the number of shares of Integra Common Stock covered by the Integra Restricted Stock Award immediately prior to the Distribution Time times (B) the Integra Ratio (rounding such product down to the nearest whole share), and (ii) is subject to the same terms and conditions after the Distribution Time as applied immediately prior to the Distribution Time.

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(b) Integra Restricted Stock Awards held by SeaSpine Employees . Each Integra Restricted Stock Award that is outstanding as of immediately prior to the Distribution Time that is held by a SeaSpine Employee shall be adjusted, as of immediately prior to the Distribution Time, into solely a SeaSpine Restricted Stock Award that (i) covers a number of shares of SeaSpine Common Stock equal to the product obtained by multiplying (A) the number of shares of Integra Common Stock covered by the Integra Restricted Stock Award immediately prior to the Distribution Time times (B) the SeaSpine Ratio (rounding such product down to the nearest whole share), and (ii) is otherwise subject to the same terms and conditions after the Distribution Time as applied to such Integra Restricted Stock Award immediately prior to the Distribution Time.

Section 3.4 Treatment of Outstanding Integra Performance Share Award . Subject to Sections 3.5, 3.6, 3.7 and 3.8:

(a) Integra Performance Share Awards held by Integra Employees or Former Integra Employees. Each Integra Performance Share Award that is outstanding as of immediately prior to the Distribution Time that is held by an Integra Employee or Former Integra Employee shall be adjusted, as of immediately prior to the Distribution Time, solely into an Integra Performance Share Award that (i) covers a number of post-Distribution shares of Integra Common Stock determined by multiplying (A) the number of shares of Integra Common Stock covered by the Integra Performance Share Award immediately prior to the Distribution Time times (B) the Integra Ratio (rounding such product down to the nearest whole share), and (ii) is subject to the same terms and conditions after the Distribution Time as applied immediately prior to the Distribution Time.

(b) Integra Performance Share Awards held by SeaSpine Employees . Each Integra Performance Share Award that is outstanding as of immediately prior to the Distribution Time that is held by a SeaSpine Employee shall be adjusted, as of immediately prior to the Distribution Time, into solely a SeaSpine Performance Share Award that covers a number of shares of SeaSpine Common Stock equal to the product obtained by multiplying (A) the number of shares of Integra Common Stock covered by the Integra Performance Share Award immediately prior to the Distribution Time times (B) the SeaSpine Ratio (rounding such product down to the nearest whole share). Such SeaSpine Performance Share Award shall be subject to the same terms and conditions after the Distribution Time as applied to such Integra Performance Share Award immediately prior to the Distribution Time; provided , however , that the parties shall cause such award to be amended pursuant to the form amended and restated agreement attached hereto as Exhibit D .

Section 3.5 Miscellaneous Terms . The Distribution shall not, in and of itself, constitute a termination of employment or service for any Integra Employee or any SeaSpine Employee for purposes of any Integra Equity Awards or SeaSpine Equity Awards, as applicable, held by such individual. With respect to awards adjusted or granted in accordance with this Article III , (a) employment with or service to Integra and/or its Affiliates shall be treated as employment with or service to, as applicable, SeaSpine with respect to SeaSpine Equity Awards held by Integra Employees and (b) employment with or service to SeaSpine and/or its Affiliates shall be treated as employment with or service to, as applicable, Integra with respect to Integra Equity Awards held by SeaSpine Employees.

Section 3.6 Adjustment of Certain Accelerated Vesting Provisions .

(a) Notwithstanding the foregoing, with respect to any unvested SeaSpine Equity Awards granted to an Integra Employee in accordance with this Agreement, if the original Integra Equity Award (that was partially adjusted into the SeaSpine Equity Award) was subject, as of immediately prior to the Distribution, to accelerated vesting provisions (i) by reference to a termination of employment or service with Integra and/or (ii) in connection with a “Change in Control” (as defined in the applicable award agreement and/or Integra Equity Plan) of Integra, then the SeaSpine Equity Award also shall be subject to such same acceleration provisions upon the Integra’s Employee’s termination of employment or service with the relevant Integra Entity(ies) and/or in connection with a Change in Control of Integra.

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(b) Further notwithstanding the foregoing, with respect to any unvested SeaSpine Equity Awards granted to a SeaSpine Employee in accordance with this Agreement, if the original Integra Equity Award (that was partially adjusted into the SeaSpine Equity Award), was subject, as of immediately prior to the Distribution, to accelerated vesting provisions (i) by reference to a termination of employment or service with Integra and/or (y) in connection with a “Change in Control” (as defined in the applicable award agreement and/or Integra Equity Plan) of Integra, then the SeaSpine Equity Award, also shall be subject to such same acceleration provisions upon the SeaSpine Employee’s termination of employment or service with the relevant SeaSpine entity(ies) and/or in connection with a change in control of SeaSpine.

Section 3.7 Waiting Period . Integra may determine, in its sole discretion, that, for reasons of administrative convenience, Integra Options shall not be exercisable, and that other Integra Equity Awards shall not be settled, in each case, during a period beginning on a date prior to the Effective Date determined by Integra in its sole discretion, and continuing until reasonably practicable after the Distribution Time.

Section 3.8 No Accelerated Vesting . The Parties hereto acknowledge and agree that in no event shall the vesting of any Integra Equity Awards or SeaSpine Equity Awards, in any case, accelerate solely by reason of the transactions or events contemplated by the Separation Agreement, this Agreement or any Ancillary Agreement.

Section 3.9 Tax Deduction . The Parties acknowledge and agree that each of the applicable tax deductions for which they may be eligible for federal income tax purposes with regard to the Integra Equity Awards and SeaSpine Equity Awards, in any case, shall be determined in accordance with Revenue Ruling 2002-1.

Section 3.10 Adoption and Approval of SeaSpine Equity Plans . Prior to the Distribution Time, Integra shall cause SeaSpine to adopt the SeaSpine 2015 Incentive Award Plan (the “ SeaSpine Equity Plan ”) and the SeaSpine 2015 Employee Stock Purchase Plan (the “ SeaSpine ESPP ”). In addition, prior to the Distribution Time, Integra shall approve the SeaSpine ESPP and the SeaSpine Equity Plan as the sole stockholder of SeaSpine.

Section 3.11 Cooperation . Each of the Parties shall establish an appropriate administration system in order to handle in an orderly manner exercises of Integra Options and SeaSpine Options and the settlement of other Integra Equity Awards and SeaSpine Equity Awards. The Parties shall work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable entity’s data and records in respect of such awards are correct and updated on a timely basis. The foregoing shall include employment status and information required for tax withholding/remittance and reporting, compliance with trading windows and compliance with the requirements of the Exchange Act and other applicable Laws.

Section 3.12 SEC Registration . SeaSpine agrees that it shall use reasonable efforts to maintain on a continuous basis an effective registration statement(s) under the Securities Act (and maintain the prospectus(es) contained therein for its/their intended use) with respect to the shares of SeaSpine Common Stock authorized for issuance under the SeaSpine Equity Plan and the SeaSpine ESPP. Integra agrees that, following the Distribution Date, it shall use reasonable efforts to continue to maintain a Form S-8 Registration Statement (and maintain the prospectus(es) contained therein for its/their intended use) with respect to and cause to be registered pursuant to the Securities Act, the shares of Integra Common Stock authorized for issuance under the Integra Equity Plans as required pursuant to the Securities Act and any applicable rules or regulations thereunder.

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Section 3.13 Integra ESPP . Integra shall continue to administer its Employee Stock Purchase Plan, including with respect to SeaSpine Employees and Former SeaSpine Employees who participated in such plan prior to the Distribution.

ARTICLE IV

TAX-QUALIFIED DEFINED CONTRIBUTION PLAN

Section 4.1 Integra 401(k) Plan; SeaSpine 401(k) Plan . The Parties acknowledge and agree that, as of the Distribution Date, SeaSpine or another SeaSpine Entity has established or will establish a defined contribution plan and trust solely for the benefit of eligible SeaSpine Participants (the “ SeaSpine 401(k) Plan ”). SeaSpine shall be responsible for taking all necessary, reasonable and appropriate action to maintain and administer the SeaSpine 401(k) Plan so that it is qualified under Section 401(a) of the Code and the related trust thereunder is exempt under Section 501(a) of the Code. Following the Distribution Time, SeaSpine (acting directly or through any SeaSpine Entity) shall be responsible for any and all Liabilities and other obligations with respect to the SeaSpine 401(k) Plan, and Integra (acting directly or through any Integra Entity) shall be responsible for any and all Liabilities and other obligations with respect to the Integra 401(k) Plan.

Section 4.2 Transfer of SeaSpine 401(k) Plan Assets . As soon as practicable following the Distribution Date (or such later time as mutually agreed by the Parties), Integra shall cause the accounts (including any promissory notes related to outstanding participant loans) in the Integra 401(k) Plan attributable to eligible SeaSpine Participants and their beneficiaries and alternate payees and any Integra Participants who are Former SeaSpine Employees and their beneficiaries and alternate payees, if any, and all of the assets in the Integra 401(k) Plan related thereto to be transferred to the SeaSpine 401(k) Plan, and SeaSpine shall cause the SeaSpine 401(k) Plan to accept such transfer of accounts, promissory notes and underlying assets and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge, all obligations relating to the accounts of SeaSpine Participants (to the extent the assets related to those accounts are actually transferred from the Integra 401(k) Plan to the SeaSpine 401(k) Plan).

Section 4.3 No Distributions . No distribution of account balances shall be made to any SeaSpine Participant solely on account of the transfers from the Integra 401(k) Plan described in Section 4.2 above.

Section 4.4 Regulatory Filings . In connection with the transfer of assets and Liabilities from the Integra 401(k) Plan to the SeaSpine 401(k) Plan contemplated in this Article IV , Integra and SeaSpine (each acting directly or through any Integra Entity or the SeaSpine Entity, as applicable) shall cooperate in making any and all appropriate filings required by the IRS, or required under the Code, ERISA or any applicable regulations, and shall take all such action as may be necessary and appropriate to cause such plan-to-plan transfer to take place as soon as practicable after the effectiveness of the SeaSpine 401(k) Plan; provided , however , that SeaSpine shall be solely responsible for complying with any requirements and applying for any IRS determination letters with respect to the SeaSpine 401(k) Plan.

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ARTICLE V

HEALTH AND WELFARE PLANS; WORKERS’ COMPENSATION

Section 5.1 SeaSpine Health and Welfare Plans . As of the Distribution Date, SeaSpine or one or more SeaSpine Subsidiaries maintains or will establish each of the health and welfare plans set forth on Exhibit B hereto (together with any group welfare plans or programs maintained by a SeaSpine Entity in a foreign jurisdiction, the “ SeaSpine Health and Welfare Plans ”) for the benefit of eligible employees of the SeaSpine Entities and their dependents and beneficiaries, each of which shall remain in effect immediately following the Distribution. In addition, as of the Distribution Date, Integra or one or more of the Integra Entities maintains each of the health and welfare plans set forth on Exhibit A hereto (the “ Integra Health and Welfare Plans ”).

Section 5.2 Cafeteria Plan . As soon as practicable following the Distribution Date and if and to the extent not effected prior to the Distribution Date, Integra (acting directly or through any other Integra Entity) shall, in accordance with Revenue Ruling 2002-32, cause the portion of the Integra Cafeteria Plan applicable to the SeaSpine Participants to be segregated into a separate component and the account balances in such component to be transferred to the SeaSpine Cafeteria Plan, which will include any health flexible spending account and dependent care plan. The SeaSpine Cafeteria Plan shall reimburse Integra or the Integra Cafeteria Plan to the extent amounts were paid by the Integra Cafeteria Plan and not collected from the SeaSpine Participant and such amounts are subsequently collected by the SeaSpine Cafeteria Plan with respect to such SeaSpine Participant.

Section 5.3 COBRA and HIPAA .

(a) SeaSpine (acting directly or through any other SeaSpine Entity) and the SeaSpine Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to all SeaSpine Participants (and their respective dependents and beneficiaries), in each case, who experience a COBRA qualifying event on or after the first date on which such individual qualifies as a SeaSpine Participant. Integra (acting directly or through any other Integra Entity) and the Integra Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to each individual who is an Integra Participant (or a dependent or beneficiary thereof) at the time such individual experiences a COBRA qualifying event, provided that SeaSpine shall reimburse Integra to the extent of any Liability actually incurred by an Integra Entity with respect thereto relating to an Integra Participant who is a Former SeaSpine Employee. Neither the consummation of the Distribution, any transfer of employment contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement shall constitute a COBRA qualifying event for purposes of COBRA with respect to any Integra Participant or any SeaSpine Participant (or any dependent or beneficiary thereof).

(b) SeaSpine (acting directly or through any other SeaSpine Entity) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the SeaSpine Health and Welfare Plans with respect to SeaSpine Participants. Integra (acting directly or through any other Integra Entity) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Integra Health and Welfare Plans with respect to Integra Participants.

Section 5.4 Integra to Provide Information . To the extent permitted by Law, Integra or the relevant Integra Health and Welfare Plan shall provide to SeaSpine or the relevant SeaSpine Health and Welfare Plan (to the extent that relevant information is in Integra’s possession) such data as may be necessary for SeaSpine to comply with its obligations hereunder, which may include the names of SeaSpine Participants who were participants in or otherwise entitled to benefits under the Integra Health and Welfare

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Plans prior to the Distribution, together with each such individual’s service credit under such plans, information concerning each such individual’s current plan-year expenses incurred towards deductibles, out-of-pocket limits and co-payments, maximum benefit payments, and any benefit usage towards plan limits thereunder. Integra shall, as soon as practicable after requested, provide SeaSpine with such additional information that is in Integra’s possession (and not already in the possession of a SeaSpine Entity) as may be reasonably requested by SeaSpine and necessary to administer effectively any SeaSpine Health and Welfare Plan. Integra and each SeaSpine Entity shall enter into such other agreements as are necessary to comply with this Section 5.4 , including, but not limited to, any agreements required by HIPAA.

Section 5.5 Liabilities .

(a) Health and Welfare Benefits . With respect to employee welfare and fringe benefits that are provided under the Integra Health and Welfare Plans, Integra shall, with respect to SeaSpine Participants who participated in such Integra Health and Welfare Plans, cause the Integra Health and Welfare Plans to pay and discharge all eligible claims of SeaSpine Participants (if applicable, through such insurance policies) that are incurred prior to the termination of such SeaSpine Participants’ participation in the applicable Integra Health and Welfare Plan, and SeaSpine shall cause the SeaSpine Health and Welfare Plans to pay and discharge all eligible claims of SeaSpine Participants (if applicable, through such insurance policies) that are incurred on or after enrollment of such SeaSpine Participants in the SeaSpine Health and Welfare Plans (it being understood that neither Integra Health and Welfare Plans nor SeaSpine Health and Welfare Plans shall be responsible for any claims that arise following the claimant’s termination of participation in the applicable Integra Health and Welfare Plan if the claimant does not validly enroll in an applicable SeaSpine Health and Welfare Plan).

(b) Short-Term and Long-Term Disability Benefits . For the avoidance of doubt, with respect to any SeaSpine Employee who becomes entitled to receive long-term or short-term disability benefits prior to the Distribution Time, such SeaSpine Employee shall be transferred to, and shall receive any long-term or short-term disability benefits to which such SeaSpine Employee is entitled under, the SeaSpine Health and Welfare Plans as of the Distribution Time in accordance with the terms of such plans.

(c) Incurred Claim Definition . For purposes of this Article V , a claim or Liability shall generally be deemed to be incurred (i) with respect to medical, dental, vision, and/or prescription drug benefits, on the date that the health services giving rise to such claim or Liability are rendered or performed and not when such claim is made; provided , however that with respect to a period of continuous hospitalization, a claim is incurred upon the first date of such hospitalization and not on the date that such services are performed and (ii) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability.

(d) Accrued Paid-Time-Off . Following the Distribution Time, (i) SeaSpine shall (directly or through another SeaSpine Entity) recognize and honor the Accrued PTO credited to each SeaSpine Employee by such individual’s employer immediately prior to the Distribution Time and (ii) Integra shall (directly or through another Integra Entity) recognize and honor the Accrued PTO credited to each Integra Employee by such individual’s employer immediately prior to the Distribution Time. Notwithstanding the foregoing, (x) all Accrued PTO shall be used in accordance with the terms and conditions of the post-Distribution employer’s applicable policies and programs, to the extent permissible by law, and (y) any paid-time-off accruals in respect of post-Distribution services (if any) shall be made in accordance with the terms and conditions of the post-Distribution employer’s applicable policies and programs.

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Section 5.6 Workers’ Compensation Liabilities . All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by an Integra Employee or Former Integra Employee that results from an accident occurring, or from an occupational disease which becomes manifest (collectively, “ Workers’ Comp Liabilities ”) before, as of or after the Distribution Time, shall be retained by and be obligations of Integra or its insurers. All Workers’ Comp Liabilities relating to, arising out of, or resulting from any claim by a SeaSpine Employee or Former SeaSpine Employee that arises or manifests prior to the date on which such SeaSpine Employee or Former SeaSpine Employee was covered by an applicable workers’ compensation insurance program maintained by a SeaSpine Entity shall be obligations of Integra and its insurers, provided that SeaSpine shall reimburse Integra to the extent of any such Workers’ Comp Liability actually incurred by an Integra Entity. All Workers’ Comp Liabilities relating to, arising out of, or resulting from any claim by a SeaSpine Employee or Former SeaSpine Employee that arises or manifests on or after the date on which such SeaSpine Employee or Former SeaSpine Employee was covered under a workers’ compensation insurance program maintained by a SeaSpine Entity shall be obligations of SeaSpine and its insurers. For purposes of this Agreement, a compensable injury giving rise to a Workers’ Comp Liability shall be deemed to be sustained upon the occurrence of the event giving rise to eligibility for workers’ compensation benefits or at the time that an occupational disease becomes manifest, as the case may be. Each Integra Entity and each SeaSpine Entity shall cooperate with respect to any notification to appropriate Governmental Authorities of the Distribution Time and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

ARTICLE VI

INCENTIVE COMPENSATION

Section 6.1 SeaSpine Cash Incentive Plans and Liabilities . Following the Distribution Time, SeaSpine shall assume or retain, as applicable, responsibility for any and all payments, obligations and other Liabilities relating to any amounts that any SeaSpine Employee has either earned (if not payable by its terms prior to the Distribution Time) or become eligible to earn, in either case, as of the Distribution Time under any cash incentive, annual performance bonus, commission and similar cash plan or program maintained by Integra in which one or more SeaSpine Employees is eligible to participate as of immediately prior to the Distribution Time (excluding, for the avoidance of doubt, any such plans maintained by a SeaSpine Entity that are not Integra Benefit Plans) (the “ Integra Cash Incentive Plans ”), and shall fully perform, pay and discharge the foregoing if and when such payments, obligations and/or other Liabilities become due. Integra shall have no Liability for any payments, obligations or other Liabilities relating to any SeaSpine Employee with respect to any Integra Cash Incentive Plan after the Distribution Time. Following the Distribution Time, the SeaSpine Entities shall be solely responsible for, and no Integra Entities shall have any obligation or Liability with respect to, any and all payments, obligations and other Liabilities under any cash incentive, annual performance bonus, commission and similar cash plan or program maintained by SeaSpine, and shall fully perform, pay and discharge the forgoing if and when such payments, obligations and/or other Liabilities become due.

Section 6.2 Integra Retention of Cash Incentive Liabilities . Following the Distribution Time, the Integra Entities shall be solely liable for, and no SeaSpine Entity shall have any obligation or Liability with respect to, any and all payments, obligations and other Liabilities relating to any awards that any Integra Employee has earned or is eligible to earn under the Integra Cash Incentive Plans and shall fully perform, pay and discharge the foregoing if and when such payments, obligations and/or other Liabilities become due.

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ARTICLE VII

PAYROLL REPORTING AND WITHHOLDING

Section 7.1 Payroll .

(a) Form W-2 . With respect to SeaSpine Employees, the Parties shall adopt the “standard procedure” for preparing and filing IRS Forms W-2 (Wage and Tax Statements), as described in Revenue Procedure 2004-53 (“ Rev. Proc. 2004-53 ”).

(b) Form 941 . Each Party shall be responsible for filing IRS Forms 941 for its respective employees.

Section 7.2 Forms W-4 and W-5 . With respect to SeaSpine Employees, the Parties shall adopt the “standard procedure” of Rev. Proc. 2004-53 for purposes of filing IRS Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate).

Section 7.3 Garnishments, Tax Levies, Child Support Orders, and Wage Assignments . With respect to garnishments, tax levies, child support orders, and wage assignments in effect with Integra (or any other Integra Entity) as of the Distribution Date for any SeaSpine Employee or Former SeaSpine Employee, SeaSpine (and any other employing SeaSpine Entity), as appropriate, shall honor such payroll deduction authorizations and shall continue to make payroll deductions and payments to the authorized payee, as specified by the court or governmental order which was on file with Integra as of immediately prior to the Distribution Date. Integra shall, as soon as practicable after the Distribution Date, provide SeaSpine (and any other employing SeaSpine Entity), as appropriate, with such information in Integra’s possession (and not already in the possession of a SeaSpine Entity) as may be reasonably requested by the SeaSpine Entities and necessary for the SeaSpine Entities to make the payroll deductions and payments to the authorized payee as required by this Section 7.3 .

Section 7.4 Authorizations for Payroll Deductions . Unless otherwise prohibited by a Benefit Plan or by this Agreement or another Ancillary Agreement or by applicable Law, SeaSpine and the other SeaSpine Entities, as appropriate, shall honor payroll deduction authorizations attributable to any SeaSpine Employee that are in effect with any Integra Entity on the Distribution Date relating to such SeaSpine Employee, and shall not require that such SeaSpine Employee submit a new authorization to the extent that the type of deduction by SeaSpine or any other SeaSpine Entity, as appropriate, does not differ from that

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made by the Integra Entity. Such deduction types include: pre-tax contributions to any SeaSpine Benefit Plan, including any voluntary benefit plan; scheduled loan repayments to any SeaSpine Benefit Plan; and direct deposit of payroll, employee relocation loans, and other types of authorized company receivables usually collectible through payroll deductions. Each Party shall, as soon as practicable after the Distribution Date, provide the other Party with such information in its possession as may be reasonably requested by the other Party and as necessary for that Party to honor the payroll deduction authorizations contemplated by this Section 7.4 .

ARTICLE VIII

INDEMNIFICATION

Section 8.1 General Indemnification . The indemnification rights and obligations of the Parties under this Agreement shall be governed by, and be subject to, the provisions of Article V of the Separation Agreement, which provisions are hereby incorporated by reference into this Agreement.

ARTICLE IX

GENERAL AND ADMINISTRATIVE

Section 9.1 Business Associate Agreements . The Parties hereby agree to enter into any business associate agreements that may be required for the sharing of any information pursuant to this Agreement to comply with the requirements of HIPAA.

Section 9.2 Non-Solicitation . Each Party agrees that it shall not, and it shall cause its Affiliates (such Party and its Affiliates collectively, the “ Hiring Party ”) not to, prior to the first anniversary of the Distribution Date, knowingly, directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any individual who is a current employee of the other Party or the other Party’s Affiliates to leave his or her employment and to work for such Hiring Party or others without the prior written consent of the other Party. The restrictions contained in this Section 9.2 shall not apply to (a) general solicitations not specifically directed to any employee of a Party or its Affiliates (including a search firm who has not been encouraged or advised to approach any such employee), or (b) any solicitation or hiring of an individual who is no longer employed by a Party or its Affiliates at the time of such solicitation or hiring.

Section 9.3 Access to Information . From and after the Distribution Date, each of Integra and SeaSpine shall afford to the other and its authorized Representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information, to the Representatives, properties, and Records of, in the possession of or in the control of the non-requesting Party and its Subsidiaries insofar as such access is reasonably required by the requesting Party and relates to such other Party or the conduct of its business prior to the Distribution Time. Any information shared or exchanged pursuant to this Agreement shall be subject to the confidentiality requirements set forth in the Separation Agreement and shall be subject to appropriate restrictions for classified, privileged or confidential information.

Section 9.4 Reasonable Efforts/Cooperation . Each Party shall use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including adopting Benefit Plans and/or Benefit Plan amendments. Without limiting the generality of the foregoing, each of the Parties shall reasonably cooperate in all respects with regard to all matters relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

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Section 9.5 Employer Rights . Except as expressly provided for in Article V , nothing in this Agreement shall (a) prohibit any SeaSpine Entity from amending, modifying or terminating any SeaSpine Benefit Plan or SeaSpine Individual Agreement at any time, subject to the terms and conditions thereof, or (b) prohibit any Integra Entity from amending, modifying or terminating any Integra Benefit Plan or any Integra Individual Agreement at any time, subject to the terms and conditions thereof. In addition, nothing in this Agreement shall be interpreted as an amendment or other modification of any Benefit Plan.

Section 9.6 Effect on Employment . Without limiting any other provision of this Agreement, none of the Distribution or any actions taken in furtherance of the Distribution, whether under the Separation Agreement, this Agreement, any other Ancillary Agreement or otherwise, in any case, shall in and of itself cause any employee to be deemed to have incurred a termination of employment or service or, except as expressly provided in this Agreement, to entitle such individual to any payments or benefits under any Benefit Plan or otherwise. Furthermore, nothing in this Agreement is intended to or shall confer upon any Integra Employee, Former Integra Employee, SeaSpine Employee or Former SeaSpine Employee any right to continued employment or service, or any recall or similar rights to an individual on layoff or any type of approved leave.

Section 9.7 Consent Of Third Parties . If any provision of this Agreement is dependent on the consent or action of any third party, the Parties hereto shall use their commercially reasonable efforts to obtain such consent or cause such action. If such consent is withheld or such action is not taken, the Parties hereto shall use their commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent or take action, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory alternative manner.

Section 9.8 Access To Employees . Following the Distribution Date, Integra and SeaSpine shall, or shall cause the Integra Entities and the SeaSpine Entities, as applicable, to make available to each other those Integra Employees or SeaSpine Employees, as applicable, who may reasonably be needed by the other Party in order to defend or prosecute any legal or administrative action (other than a legal action between any Integra Entities on the one hand and any SeaSpine Entities on the other) to which any employee, director or Benefit Plan of the Integra Entities or SeaSpine Entities is a party and which relates to their respective Benefit Plans prior to the Distribution Date. The Party to whom an employee is made available in accordance with this Section 9.8 shall pay or reimburse the other Party for all reasonable expenses reimbursed by such other Party to such employee in connection therewith, including all reasonable travel, lodging, and meal expenses, but excluding any amount for such employee’s time spent in connection herewith.

Section 9.9 Beneficiary Designation/Release Of Information/Right To Reimbursement . Without limiting any other provision hereof, to the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of information and rights to reimbursement made by or relating to SeaSpine Participants under Integra Benefit Plans and in effect immediately prior to the Distribution Time shall be transferred to and be in full force and effect under the corresponding SeaSpine Benefit Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply to, the relevant SeaSpine Participant.

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Section 9.10 Audit Rights . Each of Integra and SeaSpine, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Party under this Agreement. The Party conducting the audit (the “ Auditing Party ”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 9.10 . The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable Laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty (30) days after receiving such draft.

Section 9.11 Compliance . As of the Distribution Date, SeaSpine (acting directly or through any SeaSpine Entity) shall be solely responsible for compliance under ERISA and all other applicable law with respect to each SeaSpine Benefit Plan.

ARTICLE X

MISCELLANEOUS

Section 10.1 Non-Occurrence of Distribution . Notwithstanding anything in this Agreement to the contrary, if the Separation Agreement is terminated prior to the Distribution Time, all actions and events that are, under this Agreement, to be taken or occur effective prior to, as of or following the Distribution Time, or otherwise in connection with the Separation, shall not be taken or occur, except to the extent otherwise determined by Integra.

Section 10.2 Section 409A . Notwithstanding anything in this Agreement to the contrary, with respect to any compensation or benefits that may be subject to Section 409A of the Code and related Department of Treasury guidance thereunder, the Parties agree to negotiate in good faith regarding any treatment different from that otherwise provided herein to the extent necessary or appropriate to (a) exempt such compensation and benefits from Section 409A of the Code, (b) comply with the requirements of Section 409A of the Code, and/or (c) otherwise avoid the imposition of tax under Section 409A of the Code; provided , however , that this Section 10.2 does not create an obligation on the part of either Party to adopt any amendment, policy or procedure, to take any other action or to indemnify any Person for any failure to do any of the foregoing.

Section 10.3 Entire Agreement . This Agreement and the Exhibits referenced herein and attached hereto, as well as the Separation Agreement and any other agreements and documents referred to herein or therein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all previous agreements, negotiations, discussions, understandings, writings, commitments and conversations between the Parties with respect to such subject matter. No agreements or understandings exist between the Parties with respect to the subject matter hereof other than those set forth or referred to herein.

Section 10.4 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.

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Section 10.5 Survival of Agreements . Except as otherwise expressly contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date.

Section 10.6 Notices . All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:

To Integra:

Integra LifeSciences Holdings Corporation

311 Enterprise Drive

Plainsboro, NJ 08536

Attention: General Counsel

Tel: (609) 275-0500

Fax: (609) 275-5363

To SeaSpine:

SeaSpine Holdings Corporation

2302 La Mirada Drive

Vista, CA 92081

Fax: (760) 216-5702

Attention: General Counsel

Notice by courier or certified or registered mail shall be effective on the date it is officially recorded as delivered to the intended recipient by return receipt or similar acknowledgment. All notices and communications delivered in person shall be deemed to have been delivered to and received by the addressee, and shall be effective, on the date of personal delivery.

Section 10.7 Waivers . The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.

Section 10.8 Amendments . Subject to the terms of Sections 10.10 and 10.12 , this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.

Section 10.9 Assignment . This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided , however , that either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchases expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.

Section 10.10 Termination . This Agreement may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of Integra without the approval of SeaSpine or the stockholders of Integra. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties.

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Section 10.11 Performance . Each of Integra with respect to the Integra Entities and SeaSpine with respect to the SeaSpine Entities shall cause to be performed, and hereby guarantees the performance of, and all actions, agreements and obligations set forth in this Agreement by such Persons.

Section 10.12 No Third-Party Beneficiaries . Except as otherwise expressly provided in this Agreement, this Agreement is for the sole benefit of the Parties and their successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement. Without limiting the generality of the foregoing, in no event shall any Integra Employee, Former Integra Employee, Integra Participant, SeaSpine Employee, Former SeaSpine Employee or SeaSpine Participant (or any dependent, beneficiary or alternate payee of any of the foregoing) have any third-party rights under this Agreement.

Section 10.13 Title and Headings . Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 10.14 Exhibits . The Exhibits attached hereto are incorporated herein by reference and shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 10.15 Governing Law . This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to Contracts made and to be performed in the state of Delaware.

Section 10.16 Dispute Resolution . The provisions of Article VIII of the Separation Agreement shall apply , mutatis mutandis , to all disputes, controversies or claims (whether arising in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with this Agreement or the transactions contemplated hereby.

Section 10.17 Waiver of Jury Trial . EACH PARTY IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY A PARTY TO COMPEL THE DISPUTE RESOLUTION PROCEDURES PROVIDED IN SECTION 10.15 OF THIS AGREEMENT AND ARTICLE VIII OF THE SEPARATION AGREEMENT AND THE ENFORCEMENT OF ANY AWARDS OR DECISION OBTAINED FROM SUCH ARBITRATION PROCEEDING, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Section 10.18 Specific Performance . Subject to the provisions of Article VIII of the Separation Agreement, from and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to seek specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution, the remedies at Law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at Law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

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Section 10.19 Severability . In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective officers as of the date first set forth above.

Exhibit 10.4

MICROFIB SUPPLY AGREEMENT

(Integra as Supplier)

This Supply Agreement (“ Agreement ”) sets forth the terms and conditions under which Integra LifeSciences Corporation (“ Integra ”) contracts with SeaSpine Orthopedics Corporation (“ SeaSpine ” and together with Integra, the “ Parties ”) to provide the products set forth on Exhibit A (each individually, a “ Microfib Product ” and collectively, the “ Microfib Products ”) on a non-exclusive basis at the prices set forth herein.

1. MANUFACTURING AND SUPPLY RELATIONSHIP :

1.1 General; the Microfib Products . Under this Agreement, SeaSpine engages Integra as a Microfib Products supplier. Integra may designate an affiliate of Integra to perform its obligations hereunder, provided that Integra shall remain liable for all such obligations. Attached hereto as Exhibit A is a complete list of the Microfib Products (as of the Effective Date (as defined in Section 3 )) and their Prices (as defined in Section 2.1(a) ). No other right or license is or shall be created or granted hereunder by implication, estoppel or otherwise, except as expressly provided in this Agreement. SeaSpine agrees to use the Microfib Products solely as part of a Mozaik Product (as defined below) and not to sell the Microfib Product in separate form. “ Mozaik Product ” means a ceramic collagen matrix product marketed under the Mozaik brand, including Mozaik Strip, Mozaik Putty, and Mozaik Moldable Morsels, and all equivalent products that are (x) marketed under spine brands, or (y) provided to third parties on a private label basis, in each case as of the Effective Date, any next generation successor version of any of the foregoing products and any biomaterial products created after the Effective Date that use any of the foregoing ceramic collagen matrix products as a subcomponent in the manufacture of the final configuration of such biomaterial product.

1.2 Specifications . The specifications for the Microfib Products (as the same may be modified from time to time hereunder, the “ Specifications ”) as of the Effective Date are set forth in Exhibit B .

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2. MICROFIB PRODUCT PRICES AND OTHER FEES :

3. EFFECTIVE DATE : The effective date of this Agreement shall be [                  ],2015 (“ Effective Date ”).

4. TERM AND TERMINATION :

4.1 Term . This Agreement shall commence on the Effective Date and expire, except as earlier terminated hereunder, on the seventh (7th) anniversary of the Effective Date (the “ Initial Term ”), provided that this Agreement shall automatically renew for an additional one (1) year period after the end of the Initial Term. After such one year-renewal period, SeaSpine may, upon written notice to Integra at least one hundred eighty (180) days prior to the expiration of such one year-renewal period (or, if applicable, the first Term Extension) extend the Agreement for up to two additional three (3) year periods (each, a “ Term Extension ”). The Parties may, upon mutual written agreement, extend the Term thereafter. The Initial Term and any Term Extension are collectively referred to as the “ Term ”.

4.2 Termination

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4.4 Final Order . In the event of termination or expiration of this Agreement for any reason other than by Integra pursuant to Section 4.2(a) (Breach) or Section 4.2(c) (Bankruptcy, etc.) , SeaSpine shall have the right, at its discretion, to place a final order for the Microfib Products prior to or on the last day of the Term in an amount of each Microfib Product not in excess of the lesser of (A) one hundred thirty percent (130%) of the amount of such Microfib Product set forth in the last forecast (including the Binding Forecast and calendar quarters 3 and 4 included therein) provided by SeaSpine in accordance with Section 5.2 prior to the placement of such final order and (B) four (4) times the Maximum Quarterly Order (as defined in Section 5.2 ). If SeaSpine desires to order additional grams of Microfib Product in excess of such amount, SeaSpine shall notify Integra in writing and the Parties shall discuss in good faith, provided that Integra shall have no obligation to accept any such additional order. Integra may schedule delivery of the final order over four calendar quarters with the first such calendar quarter beginning at least three (3) months after the end of the Term, at Integra’s discretion, provided that Integra will make available for delivery in each such calendar quarter an amount of each Microfib Product that, when added to the amount of such Microfib Product previously made available by Integra pursuant to this Section 4.4 , equals at least (i) (A) the amount of such Product included in the final order, divided by (B) 4, multiplied by (ii) the number of such calendar quarters to date.

5. ORDERS; FORECASTS; ACCEPTANCE OF THE MICROFIB PRODUCTS, ETC.

5.1 Orders . SeaSpine is obligated to purchase the Microfib Products for which it has issued a firm order or orders to Integra (“ Order(s) ”), whether pursuant to a forecast that is deemed binding hereunder, or pursuant to a purchase order accepted by Integra. Integra does not stock the Microfib Products in inventory for purchase by SeaSpine. All Orders must contain delivery dates not less than ninety (90) days after the date of receipt of the Order by Integra, unless otherwise agreed upon in writing by Integra.

5.2 Forecasts . No later than the first business day of each calendar quarter, SeaSpine shall provide Integra with a written rolling forecast as to SeaSpine’s requirements of the Microfib Products for the next four (4) calendar quarter period. Each calendar quarter forecast will consist of the following:

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The initial forecast for the Microfib Products is set forth on Exhibit C attached hereto.

5.3 Batch Sizes . SeaSpine agrees to order the Microfib Products in whole multiples of the batch sizes set forth on Exhibit D (although SeaSpine acknowledges and agrees that the actual quantity of the Microfib Products delivered may be adjusted as set forth in Section 5.5 or as otherwise expressly provided in this Agreement).

5.4 Acceptance of Orders . Upon receipt of an Order, Integra shall review the Order and shall have ten (10) business days from the Order’s receipt to notify SeaSpine of Integra’s acceptance or rejection of the Order. Integra shall accept any Order for a Binding Forecast that complies with the terms of this Agreement. If any other Order is rejected by Integra, Integra shall use reasonable efforts to provide SeaSpine with a reason for the rejection. If Integra fails to reject an Order in such ten (10) business day period, such Order shall be deemed accepted. Integra shall use commercially reasonable efforts to fill accepted Orders with Microfib Product

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not later than ninety (90) days after the receipt of the Order or on the delivery date requested, whichever date is later. However, reasonable delay in shipment (where any delay of ninety (90) days or less after scheduled shipment shall be presumed reasonable) shall not be considered a breach of this Agreement and shall not relieve SeaSpine of its obligations to accept such shipment.

5.5 Whole Lots . Due to variances in manufacturer yields of the Microfib Products (“ Product Lots ”), in filling any Order for SeaSpine, Integra has the right to deliver to SeaSpine a quantity of the Microfib Products that is larger or smaller than the Order. Within three (3) business days of notification by Integra of the quantity of the Microfib Products constituting a Product Lot, SeaSpine agrees to issue to Integra a revised purchase order matching the quantity of the Microfib Products in such Product Lot. Regardless of the size of an Order, all Microfib Products representing a single Product Lot shall be shipped together. SeaSpine will pay for the quantity of the Microfib Products actually delivered. The quantity of the Microfib Products actually delivered will not affect the firm Order for the Microfib Products if the difference in quantity is not more than ten percent (10%). In the event that shipping Microfib Product of a single Product Lot results in a shipment in excess of ten percent (10%) of the Microfib Products in the Order, such excess shall be applied to the Order for the subsequent month.

5.6 Supplemental Orders; Changes to Orders .

5.7 Acceptance and Agreement . ALL SALES AND ORDER(S) ARE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON INTEGRA UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF INTEGRA. ANY ADDITIONAL OR DIFFERENT TERMS,

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ADDITIONS, DELETIONS OR EXCEPTIONS PROPOSED BY SEASPINE (WHETHER IN A PURCHASE ORDER, OTHER PRINTED FORM OR ELSEWHERE) ARE OBJECTED TO AND HEREBY REJECTED, UNLESS SUCH TERMS, ADDITIONS, OR EXCEPTIONS ARE APPROVED SPECIFICALLY BY INTEGRA IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF INTEGRA. No course of prior dealings or usage of trade shall be relevant to supplement or explain any term used herein. Any clerical errors by Integra are subject to correction.

5.8 Returns . The Microfib Products may not be returned unless resulting from a Microfib Product recall, field correction or market withdrawal for which Integra is responsible as provided in Section 8.6 or as permitted pursuant to Section 5.9(c) .

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6. PAYMENT AND TAXES :

6.2 Taxes and Other Charges . Any medical device tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between SeaSpine and Integra, except for taxes of Integra’s income, shall be paid by SeaSpine in addition to the Prices quoted or invoiced. In the event Integra is required to pay any such tax, fee or charge, SeaSpine shall reimburse Integra therefor; or SeaSpine shall provide Integra at the time the applicable Order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

7. SEASPINE GENERAL OBLIGATIONS :

7.1 Compliance . SeaSpine shall not (i) alter the Microfib Products other than incorporating the Microfib Products into the Mozaik Products, (ii) pay, offer or promise to pay, or authorize payment of any money, or give, offer or promise to give, or authorize the giving of anything of value to any healthcare professional in violation of any anti-kickback statutes, the AdvaMed Code, or other applicable Laws or policies described herein, (iii) incur any obligation in the name of or on behalf of Integra or (iv) make any warranty, representation or guaranty to any third party with respect to any Microfib Product.

7.2 SeaSpine’s Use of the Microfib Products; Mozaik Products . The Microfib Products are intended solely for inclusion in and subsequent resale as part of SeaSpine’s Mozaik Product, and SeaSpine shall not sell the Microfib Products in separate form. SeaSpine agrees to comply with all written instructions furnished by Integra relating to the use of the Microfib Products and not misuse the Microfib Products in any manner. SeaSpine warrants to Integra that (i) the Mozaik Product will be marketed, promoted, stored and distributed in compliance with

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applicable FDA regulations, applicable ISO and Current Good Manufacturing Practices, (ii) the Mozaik Product will not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and (iii) all facilities used for storage and distribution of the Mozaik Products are FDA compliant.

8. SEASPINE REGULATORY AND QUALITY OBLIGATIONS:

8.1 Compliance with Laws . SeaSpine agrees to comply with: (i) the AdvaMed Code, as modified from time to time and which is incorporated into SeaSpine’s compliance policies, (ii) its responsibilities under the Safe Harbor Regulations relating to program “fraud and abuse” promulgated under the Social Security Act and Medicare and Medicaid Patient and Program Protection Act, (iii) its compliance policies which are consistent with the AdvaMed Code, (iv) the U.S. Foreign Corrupt Practices Act and any other applicable anti-bribery laws, (v) all applicable laws, rules, ordinances, regulations, decrees and orders of any governmental authority, including but not limited to, those related to the advertising, promotion, sale and use of the Microfib Products or Mozaik Products, privacy, health, safety and environmental matters and record-keeping and reporting in compliance with all governmental authority regulations (collectively, the “ Laws ”) for the Microfib Products or Mozaik Products (which related records and reporting information shall be supplied to Integra promptly upon request), and (vi) all internal policies and procedures of SeaSpine, including without limitation, discount policies. SeaSpine further agrees to notify Integra immediately upon receiving any notice with respect to a violation or alleged violation of any of the above mentioned Laws and any other laws or regulations, to the extent relating to the Microfib Products or Mozaik Products.

8.2 Recordkeeping . Each Party agrees to comply with the document retention policy attached hereto as Exhibit F with respect to its activities hereunder. SeaSpine shall make such records, to the extent relating to the Microfib Products, available to Integra immediately upon request for regulatory purposes.

8.3 Review . Integra shall have the right to send its representatives to review, during regular business hours and upon reasonable prior written notice, SeaSpine’s marketing and regulatory records and files and all other records and files related to the Microfib Products and related to SeaSpine’s compliance with this Agreement. SeaSpine shall reasonably cooperate with Integra in such review and any reasonable requests of Integra that result from such review by Integra.

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8.5 Governmental Authority . SeaSpine agrees to notify Integra within forty-eight (48) hours of any audit or inspection by, or contact with, the FDA or other regulatory authority that involves the Mozaik Product and is related to any Microfib Product. SeaSpine agrees to provide Integra with a copy of the portion of the audit or inspection report or contact document that relates to the Mozaik Product and any response provided by SeaSpine, in each case that relate to the Microfib Product.

8.6 Recall, etc . SeaSpine shall be entitled to execute a recall, field correction or market withdrawal of the Mozaik Product, and either Party shall be entitled to execute a recall, field correction or market withdrawal of the Mozaik Product if related to the Microfib Products. The Parties agree to cooperate with and reasonably assist each other in the event of a recall, field notification or market withdrawal of the Microfib Product or the Mozaik Product. SeaSpine agrees to pay for any recall, field notification and/or market withdrawal related to the Mozaik Product, unless directly resulting from a breach of the warranty set forth in Section 9.1(a)(ii) , in which case Integra agrees to pay all direct, documented, out-of-pocket costs of such recall, field notification or market withdrawal. If either Party decides to execute a recall, field notification or market withdrawal of the Mozaik Product, it shall promptly notify the other Party of such action.

8.7 No Debarment . Integra certifies that neither it nor any of its employees has been debarred under Section 306(a) or Section 306(b) of the Act and that no debarred person will in

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the future be employed to manufacture the Microfib Products. Integra also certifies that no person working in the manufacture of the Microfib Products has a conviction that could lead to debarment under Section 306(a) or Section 306(b) of the Act. Furthermore, Integra agrees to notify SeaSpine immediately of any action toward conviction or debarment under Section 306(a) or Section 306(b) of the Act of any person working in the manufacture of the Microfib Products.

8.8 Quality Agreement . Each Party (or an affiliate designee thereof) has entered into the Quality Agreement attached as Exhibit G as of the Effective Date.

8.9 Compliance with Laws . Integra will manufacture the Microfib Products in compliance with Laws applicable to the processing, storage, packaging, labeling and shipment of the Microfib Products, as modified from time to time.

8.10 Quality Audits . Integra shall allow SeaSpine to perform quality audits at its manufacturing facility for the Microfib Product during regular business hours and upon reasonable prior written notice if SeaSpine has reasonable cause to believe there is a quality issue affecting the Microfib Products that implicates the Mozaik Products or as required by applicable Law. SeaSpine shall provide Integra with a written report of all nonconformances to the manufacturing procedures, storage and shipping procedures and test/inspection procedures within thirty (30) days of identification, which non-conformances are identified by SeaSpine during quality audits.

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9. INTEGRA LIMITED WARRANTY; CERTAIN OBLIGATIONS :

9.2 Integra Non-Compete; Sale by Integra .

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supplying Mozaik Restricted Products to SeaSpine, provided , further , that in no event shall the Restricted Period exceed seven (7) years, Integra shall and shall cause its affiliates not to manufacture, have manufactured, distribute or otherwise sell any product substantially similar to the Mozaik Restricted Products for use in spine surgery (“ Field ”) for or to any third party, including the entities set forth in Exhibit H , other than for or to SeaSpine and its affiliates and other than as set forth in Exhibit H . For purposes of this Section 9.2 , “ Mozaik Restricted Products ” means the ceramic collagen matrix products marketed under the Mozaik brand, including Mozaik Strip, Mozaik Putty, and Mozaik Moldable Morsels, and all equivalent products (x) marketed under spine brands or (y) provided to third parties on a private label basis, in each case on the Effective Date, and any next generation successor version of any of the foregoing products. Notwithstanding the foregoing, nothing contained in this Section 9.2 shall prohibit Integra or its affiliates from acquiring (through merger, stock purchase, purchase of assets or otherwise) ownership of, or any equity interest in, any entity or business that manufactures, distributes or otherwise sells any product substantially similar to the Mozaik Restricted Product for use in the Field, provided that during the Restricted Period, Integra shall not, and shall cause its affiliates not to, use any of the Licensed Intellectual Property, (as such term is defined in that certain License Agreement attached hereto as Exhibit I ) or any Confidential Information of SeaSpine in the manufacture, distribution, or sale of such acquired products.

10. CONFIDENTIALITY AND OWNERSHIP :

10.1 Confidential Information. Each Party agrees that it shall not during the Term and anytime thereafter, directly or indirectly, without the prior written consent of the other Party, disclose to any third party, pursuant to a press release or otherwise, any Confidential Information of the other Party. As used herein, “ Confidential Information ” of a Party means information

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possessed by such Party, or its affiliates, that relates to the other Party’s business or, in the case of SeaSpine as the receiving Party, the Microfib Products (which may include information of third parties as to which either Integra or SeaSpine and their respective affiliates has a confidential arrangement or understanding), whether that information is written or oral, however acquired. Notwithstanding the foregoing, Confidential Information does not include any such information that as of the date of disclosure to, or acquisition by, the receiving Party was (i) obtained by the receiving Party from a third party with no obligation of confidentiality to the disclosing Party or its affiliates, (ii) disclosed in published literature, (iii) generally available to the industry or (iv) known to the receiving Party without any obligation to keep it confidential or any restriction on its use and such knowledge can be substantiated by reasonable documentation. Confidential Information shall additionally include the existence and terms of this Agreement and the business relationship established hereunder, together with any documents or data prepared by any of the Parties that reflect such information. Each Party further agrees that it shall not, directly or indirectly, without the prior written consent of the other Party, use any of the Confidential Information of the other Party for any reason or purpose, including, in the case of SeaSpine as the receiving Party, to reverse engineer any Microfib Product, other than as contemplated by this Agreement.

10.2 Degree of Care . Notwithstanding Section 10.1 , each Party may disclose Confidential Information received pursuant to this Agreement to its directors, officers, employees, consultants, attorneys and accountants and other agents and representatives, but not to any other third party, provided , however , that all such access is limited to those that have a need-to-know in connection with the business relationship established hereunder, and further provided that such persons and entities are obligated to hold the Confidential Information in confidence in accordance with restrictions and procedures no less stringent than provided for herein. Each Party shall be responsible for any breach of this Section 10 by its directors, officers, employees, consultants, attorneys and accountants and other agents and representatives. Each Party covenants that it shall exercise the same degree of care with respect to the other Party’s Confidential Information as it would its own Confidential Information, and, in any event, shall exercise no less than a reasonable degree of care. Notwithstanding the foregoing, a Party may disclose the Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the context of preparation and filing of regulatory documents (including, without limitation, governmental approvals) to regulatory authorities in connection with the Microfib Products pursuant to this Agreement, provided that the disclosing Party notify the other Party in writing of such disclosure and the disclosing Party requests confidential treatment of such disclosure to the extent confidential treatment is reasonably available to such Party.

10.3 Remedies . The Parties understand and agree that this Section 10 is reasonable and necessary to protect the Parties respective business interests. The Parties further agree that the other may suffer irreparable harm from a breach of this Section 10 . Thus, in addition to any other rights or remedies, all of which shall be deemed cumulative, a Party shall be entitled to pursue injunctive relief to enforce the terms of this Section 10 without the necessity of proof of damages or the posting of a bond or other security.

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10.4 Disclosure Required by Law . Notwithstanding Section 10.1 , a receiving Party may disclose Confidential Information if such information is required by Law to be disclosed in response to a valid order of a court of competent jurisdiction or authorized governmental authority, provided that the receiving Party must give the other Party prompt written notice and seek to obtain or allow for and reasonably cooperate with the other Party to seek to obtain a protective order prior to such disclosure. In any event, a receiving Party shall disclose only that portion of the Confidential Information which is legally required and will use all commercially reasonable efforts to assure that confidential treatment is accorded any Confidential Information.

10.5 Return of Copies . Upon termination of this Agreement, each Party shall, upon the written request of the other Party, return all copies, whether in paper, electronic, or other format, of all Confidential Information received by it from the other Party which contain the other Party’s Confidential Information, except that one copy thereof may be retained solely for archival or regulatory compliance purposes.

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11.1 Notices . All notices, approvals, and other communications required or permitted herein shall be in writing and shall be delivered personally (which shall include delivery by courier or overnight delivery service) or sent by certified or registered mail, postage prepaid, return receipt requested.

Either Party may change its address for notice purposes by providing written notice of the change of address to the other Party.

11.2 Insurance . Each Party will comply with the insurance obligations for such Party set forth in Exhibit K .

11.3 Limitation of Liability . INTEGRA AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, EXEMPLARY, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, OF ANY KIND RESULTING FROM ANY USE OR FAILURE OR ACQUISITION OF THE MICROFIB PRODUCTS, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT (EVEN IF INTEGRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) INCLUDING

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WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF SEASPINE OR OTHER USE OR ANY LIABILITY OF SEASPINE TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT. EXCEPT IN THE CASE OF A CLAIM FOR THIRD PARTY INDEMNIFICATION UNDER SECTION 11.4(B) OF THIS AGREEMENT, INTEGRA’S LIABILITY IN THE AGGREGATE INCLUDING THE LIABILITY OF INTEGRA’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES, WITH RESPECT TO PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT AND ANY INTEGRA PRODUCTS OR OTHER ITEMS FURNISHED UNDER THIS AGREEMENT (WHETHER IN TORT, CONTRACT OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED OR STRICT LIABILITY OF INTEGRA) SHALL IN NO EVENT EXCEED ONE MILLION DOLLARS ($1,000,000).

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12. MISCELLANEOUS :

12.1 Independent Contractors . This Agreement shall not constitute, and is not intended to constitute, either Party as an employee, agent, partner or legal representative of the other Party for any purpose, or give either Party any right to supervise or direct the functions of the other Party. Neither Party shall have authority to act for or obligate the other Party in any way or to extend any representation or warranty on behalf of the other Party. Each Party agrees to perform under this Agreement solely as an independent contractor and neither Party shall have any right, power, or authority, nor shall they represent themselves as having any authority to assume, create, or incur any expense, liability or obligation, express or implied, on behalf of the other Party, or otherwise act as an agent for the other Party for any purpose. Each Party agrees not to permit its employees or agents to do anything that might be construed or interpreted as acts of the other Party.

12.2 Integration . This Agreement, including its Exhibits, sets forth all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties and supersedes all prior discussions, negotiations and agreements between the Parties concerning the subject matter hereof. Integra and SeaSpine agree that nothing in any SeaSpine purchase order or other document submitted pursuant to this Agreement shall in any way modify or add to the terms and conditions set forth in this Agreement (except for identification of the Microfib Products, quantity and delivery date consistent with this Agreement). Except as expressly set forth in this Agreement, no subsequent modification or addition to this Agreement shall be binding upon the Parties unless reduced to writing and signed by the respective authorized officers of the Parties.

12.3 Waiver . Integra’s failure to strictly enforce any term or condition stated herein or exercise any right arising hereunder shall not constitute a waiver of Integra’s right to enforce such terms or conditions or exercise such right thereafter. All of Integra’s rights and remedies against SeaSpine with regard to this Agreement are cumulative and are in addition to any other rights and remedies Integra may have at law or in equity. No waiver by either Party of any condition or term in any one or more instances shall be construed as a continuing waiver of such condition or term or of another condition or term.

12.4 Assignment . This Agreement shall be binding upon and shall inure to the benefit of the Parties, and their respective successors and permitted assigns. Neither Party may transfer or assign this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may transfer or assign this Agreement, in whole or in part, without the prior written consent of the other Party, to any affiliate and to any successor to substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise, without the consent of the other Party.

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12.5 Severability . If any provisions of this Agreement should be or become fully or partly invalid or unenforceable for any reason whatsoever or violate any applicable Law, this Agreement is to be considered divisible as to such provision and the Parties shall negotiate in good faith a valid or enforceable substitute provision that most nearly reflects the original intent of the Parties and all other provisions hereof shall remain in full force and effect. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable Law as it shall then appear.

12.6 Force Majeure . Except with respect to the payment of money, neither Party shall be liable for any failure or delay in performance under this Agreement if either Party is prevented from performing any of its obligations hereunder due to any cause which is beyond the non-performing Party’s reasonable control, including, without limitation, fire, explosion, earthquake, flood, acts of war, terrorism, or other acts of God; acts, regulations or laws or application thereof;, war or civil commotion; strike, lock-out or labor disturbances; or failure of public utilities or common carrier, embargo or other governmental action or request, equipment failure, shortage of raw materials or inability to obtain labor, fuel, materials supplies or power at reasonable prices (a “ Force Majeure Event ”), such non-performing Party shall promptly give notice thereof to the other Party and shall use reasonable commercial efforts to cure or correct any such Force Majeure Event and to resume performance of its affected obligations as soon as possible.

12.7 Choice of Law; Venue; Waiver of Jury Trial . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey without reference to its conflict of laws provisions. In the event of a dispute arising from this Agreement the Parties agree that the state and federal courts of the State of New Jersey shall have exclusive jurisdiction over any litigation or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.8 Survival . Any provision of this Agreement that contemplates performance or observance subsequent to any termination or expiration of this Agreement (in whole or in part) shall survive any termination or expiration of this Agreement (in whole or in part, as applicable) and continue in full force and effect. Without limiting the foregoing, Articles 7, 8, 10 , 11 and 12 and Sections 4.3, 4.4 , and 9.2 of this Agreement shall survive the expiration or termination of this Agreement.

12.9 Section Headings . Section headings herein are for convenience only, are not part of the terms and conditions and shall not affect their interpretation.

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12.10 Ambiguities . Ambiguities, if any, in this Agreement shall not be construed against any Party irrespective of which Party may be deemed to have authored the ambiguous provision.

12.11 Counterparts . This Agreement may be executed in any number of counterparts, or facsimile or .pdf scanned versions, each of which shall be considered to be an original instrument and to be effective as of the Effective Date.

(Signature Page Follows)

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IN WITNESS WHEREOF , the Parties have executed this Agreement effective as of the Effective Date.

SEASPINE ORTHOPEDICS CORPORATION

INTEGRA LIFESCIENCES CORPORATION

Exhibit 10.5

MOZAIK SUPPLY AGREEMENT

(Integra as Supplier)

This Supply Agreement (“ Agreement ”) sets forth the terms and conditions under which Integra LifeSciences Corporation (“ Integra ”) contracts with SeaSpine Orthopedics Corporation (“ SeaSpine ” and together with Integra, the “ Parties ”) to provide the products set forth on Exhibit A (the “ Products ”) on a non-exclusive basis at the prices set forth herein.

1. MANUFACTURING AND SUPPLY RELATIONSHIP :

1.1 General; Products . Under this Agreement, SeaSpine engages Integra as a Product supplier. Integra may designate an affiliate of Integra to perform its obligations hereunder, provided that Integra shall remain liable for all such obligations. Attached hereto as Exhibit A is a complete list of the Products (as of the Effective Date (as defined in Section 3 )) and their Prices (as defined in Section 2.1(a) ). No other right or license is or shall be created or granted hereunder by implication, estoppel or otherwise, except as expressly provided in this Agreement.

1.2 Specifications . The specifications for the Products, as of the Effective Date, are set forth in Exhibits B-1 , B-2 , B-3 and B-4 . Such specifications, as the same may be modified from time to time hereunder, are referred to herein, as the “ Specifications .”

2. PRODUCT PRICES AND OTHER FEES :

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3. EFFECTIVE DATE : The effective date of this Agreement shall be [                  ], 2015 (“ Effective Date ”).

4. TERM AND TERMINATION :

4.1 Term . This Agreement shall commence on the Effective Date and expire, except as earlier terminated hereunder, on the third (3rd) anniversary of the Effective Date (the “ Term ”). The Parties may, upon mutual written agreement, extend the Term thereafter.

4.2 Termination

4.3 Effects of Termination .

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4.4 Final Order . In the event of termination or expiration of this Agreement for any reason other than by Integra pursuant to Section 4.2(a) (Breach) or Section 4.2(c) (Bankruptcy, etc.) , SeaSpine shall have the right, at its discretion, to place a final order for the Products prior to or on the last day of the Term in an amount of each Product not in excess of the lesser of (A) one hundred thirty percent (130%) of the amount of such Product set forth in the last forecast (including the Binding Forecast and calendar quarters 3 and 4 included therein) provided by SeaSpine in accordance with Section 5.2 prior to the placement of such final order and (B) four (4) times the Maximum Quarterly Order (as defined in Section 5.2 ). If SeaSpine desires to order additional units of the Product in excess of such amount, SeaSpine shall notify Integra in writing and the Parties shall discuss in good faith, provided that Integra shall have no obligation to accept any such additional order. Integra may schedule delivery of the final order over four calendar quarters with the first such calendar quarter beginning at least three (3) months after the end of the Term, at Integra’s discretion, provided that Integra will make available for delivery in each such calendar quarter an amount of each Product that, when added to the amount of such Product previously made available by Integra pursuant to this Section 4.4 , equals at least (i) (A) the amount of such Product included in the final order, divided by (B) 4, multiplied by (ii) the number of such calendar quarters to date.

5. ORDERS; FORECASTS; ACCEPTANCE OF MOZIAK PRODUCTS, ETC.

5.1 Orders . SeaSpine is obligated to purchase the Products for which it has issued a firm order or orders to Integra (“ Order(s) ”), whether pursuant to a forecast that is deemed binding hereunder, or pursuant to a purchase order accepted by Integra. Integra does not stock the Products in inventory for purchase by SeaSpine. All Orders must contain delivery dates not less than ninety (90) days after the date of receipt of the Order by Integra, unless otherwise agreed upon in writing by Integra.

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5.2 Forecasts . No later than the first business day of each calendar quarter, SeaSpine shall provide Integra with a written rolling forecast as to SeaSpine’s requirements of the Products for the next four (4) calendar quarter period. Each calendar quarter forecast will consist of the following:

The initial forecast for the Products is set forth on Exhibit C attached hereto.

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5.3 Batch Sizes . SeaSpine agrees to order the Products in whole multiples of the batch sizes set forth in Exhibit D (although SeaSpine acknowledges and agrees that the actual quantity of the Products delivered may be adjusted as set forth in Section 5.5 or as otherwise expressly provided in this Agreement).

5.4 Acceptance of Orders . Upon receipt of an Order, Integra shall review the Order and shall have ten (10) business days from the Order’s receipt to notify SeaSpine of Integra’s acceptance or rejection of the Order. Integra shall accept any Order for a Binding Forecast that complies with the terms of this Agreement. If any other Order is rejected by Integra, Integra shall use reasonable efforts to provide SeaSpine with a reason for the rejection. If Integra fails to reject an Order in such ten (10) business day period, such Order shall be deemed accepted. Integra shall use commercially reasonable efforts to fill accepted Orders with the Product not later than ninety (90) days after the receipt of the Order or on the delivery date requested, whichever date is later. However, reasonable delay in shipment (where any delay of ninety (90) days or less after scheduled shipment shall be presumed reasonable) shall not be considered a breach of this Agreement and shall not relieve SeaSpine of its obligations to accept such shipment.

5.5 Whole Lots . Due to variances in manufacturer yields of the Products (“ Product Lots ”), in filling any Order for SeaSpine, Integra has the right to deliver to SeaSpine a quantity of the Products that is larger or smaller than the Order. Within three (3) business days of notification by Integra of the quantity of the Products constituting a Product Lot, SeaSpine agrees to issue to Integra a revised purchase order matching the quantity of the Products in such Product Lot. Regardless of the size of an Order, all Products representing a single Product Lot shall be shipped together. SeaSpine will pay for the quantity of the Products actually delivered. The quantity of the Products actually delivered will not affect the firm Order for the Products if the difference in quantity is not more than ten percent (10%). In the event that shipping the Product of a single Product Lot results in a shipment in excess of ten percent (10%) of the Products in the Order, such excess shall be applied to the Order for the subsequent month.

5.6 Supplemental Orders; Changes to Orders .

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5.7 Acceptance and Agreement . ALL SALES AND ORDER(S) ARE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON INTEGRA UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF INTEGRA. ANY ADDITIONAL OR DIFFERENT TERMS, ADDITIONS, DELETIONS OR EXCEPTIONS PROPOSED BY SEASPINE (WHETHER IN A PURCHASE ORDER, OTHER PRINTED FORM OR ELSEWHERE) ARE OBJECTED TO AND HEREBY REJECTED, UNLESS SUCH TERMS, ADDITIONS, OR EXCEPTIONS ARE APPROVED SPECIFICALLY BY INTEGRA IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF INTEGRA. No course of prior dealings or usage of trade shall be relevant to supplement or explain any term used herein. Any clerical errors by Integra are subject to correction.

5.8 Returns . The Products may not be returned unless resulting from a Product recall, field correction or market withdrawal for which Integra is responsible as provided in Section 8.6 or as permitted pursuant to Section 5.9(c) .

5.9 Delivery; Certificate; Inspection and Acceptance .

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6. PAYMENT AND TAXES :

6.2 Taxes and Other Charges . Any medical device tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Integra and SeaSpine, except for taxes of Integra’s income, shall be paid by SeaSpine in addition to the

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Prices quoted or invoiced. In the event Integra is required to pay any such tax, fee or charge, SeaSpine shall reimburse Integra therefor; or SeaSpine shall provide Integra at the time the applicable Order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

7. SEASPINE GENERAL OBLIGATIONS :

7.1 Compliance . SeaSpine shall not (i) alter the Products, (ii) pay, offer or promise to pay, or authorize payment of any money, or give, offer or promise to give, or authorize the giving of anything of value to any healthcare professional in violation of any anti-kickback statutes, the AdvaMed Code, or other applicable Laws or policies described herein, (iii) incur any obligation in the name of or on behalf of Integra.

7.2 SeaSpine’s Use of Products . SeaSpine warrants to Integra that (i) following delivery to SeaSpine, the Products will be marketed, promoted, stored and distributed in compliance with applicable FDA regulations, applicable ISO and Current Good Manufacturing Practices and (ii) all facilities used for storage and distribution of the Products after delivery to SeaSpine hereunder are FDA compliant.

8. SEASPINE REGULATORY AND QUALITY OBLIGATIONS:

8.1 Compliance with Laws . SeaSpine agrees to comply with: (i) the AdvaMed Code, as modified from time to time and which is incorporated into SeaSpine’s compliance policies, (ii) its responsibilities under the Safe Harbor Regulations relating to program “fraud and abuse” promulgated under the Social Security Act and Medicare and Medicaid Patient and Program Protection Act, (iii) its compliance policies which are consistent with the AdvaMed Code, (iv) the U.S. Foreign Corrupt Practices Act and any other applicable anti-bribery laws, (v) all applicable laws, rules, ordinances, regulations, decrees and orders of any governmental authority, including but not limited to, those related to the advertising, promotion, sale and use of the Products, privacy, health, safety and environmental matters and record-keeping and reporting in compliance with all governmental authority regulations (collectively, the “ Laws ”) for the Products (which related records and reporting information shall be supplied to Integra promptly upon request), and (vi) all internal policies and procedures of SeaSpine, including without limitation, discount policies. SeaSpine further agrees to notify Integra immediately upon receiving any notice with respect to a violation or alleged violation of any of the above mentioned Laws and any other laws or regulations, to the extent relating to the Products.

8.2 Recordkeeping . Each Party agrees to comply with the document retention policy attached hereto as Exhibit F with respect to its activities hereunder. SeaSpine shall make such records available to Integra, immediately upon request for regulatory purposes.

8.3 Review . Integra shall have the right to send its representatives to review, during regular business hours and upon reasonable prior written notice, SeaSpine’s marketing and regulatory records and files and all other records and files related to the Products and related to SeaSpine’s compliance with this Agreement. SeaSpine shall reasonably cooperate with Integra in such review and any reasonable requests of Integra that result from such review by Integra.

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8.5 Governmental Authority . Each Party agrees to notify the other Party within forty-eight (48) hours of any audit or inspection by, or contact with, the FDA or other regulatory authority that involves the Product. Each Party agrees to provide the other Party with a copy of the portion of the audit or inspection report or contact document that relates to the Product and any response thereto provided by such Party.

8.6 Recall, etc . Each Party shall be entitled to execute a recall, field correction or market withdrawal of the Products. The Parties agree to cooperate with and reasonably assist each other in the event of a recall, field notification or market withdrawal of the Products. SeaSpine agrees to pay for any recall, field notification and/or market withdrawal related to the Products, unless directly resulting from a breach of the warranty set forth in Section 9.1(a)(ii) , in which case Integra agrees to pay all direct, documented, out-of-pocket costs of such recall, field notification or market withdrawal. If either Party decides to execute a recall, field notification or market withdrawal of a Product, it shall promptly notify the other Party of such action.

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8.7 No Debarment . Integra certifies that neither it nor any of its employees has been debarred under Section 306(a) or Section 306(b) of the Act and that no debarred person will in the future be employed to manufacture the Products. Integra also certifies that no person working in the manufacture of the Products has a conviction that could lead to debarment under Section 306(a) or Section 306(b) of the Act. Furthermore, Integra agrees to notify SeaSpine immediately of any action toward conviction or debarment under Section 306(a) or Section 306(b) of the Act of any person working in the manufacture of the Products.

8.8 Quality Agreement . Each Party (or an affiliate designee thereof) has entered into the Quality Agreement attached as Exhibit G as of the Effective Date.

8.9 Compliance with Laws . Integra will manufacture the Products in compliance with Laws applicable to the processing, storage, packaging, labeling and shipment of the Products, as modified from time to time.

8.10 Quality Audits . Integra shall allow SeaSpine to perform quality audits at its manufacturing facility for the Product during regular business hours and upon reasonable prior written notice if SeaSpine has reasonable cause to believe there is a quality issue affecting the Products or as required by applicable law. SeaSpine shall provide Integra with a written report of all nonconformances to the manufacturing procedures, storage and shipping procedures and test/inspection procedures within thirty (30) days of identification, which non-conformances are identified by SeaSpine during quality audits.

8.11 Additional Regulatory Matters .

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9. INTEGRA LIMITED WARRANTY; CERTAIN OBLIGATIONS :

9.1 Limited Warranty

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10. CONFIDENTIALITY AND OWNERSHIP :

10.1 Confidential Information. Each Party agrees that it shall not during the Term and anytime thereafter, directly or indirectly, without the prior written consent of the other Party, disclose to any third party, pursuant to a press release or otherwise, any Confidential Information of the other Party. As used herein, “ Confidential Information ” of a Party means information possessed by such Party, or its affiliates, that relates to the other Party’s business or the Products (which may include information of third parties as to which either SeaSpine or Integra and their respective affiliates has a confidential arrangement or understanding), whether that information is written or oral, however acquired. Notwithstanding the foregoing, Confidential Information does not include any such information that as of the date of disclosure to, or acquisition by, the receiving Party was (i) obtained by the receiving Party from a third party with no obligation of confidentiality to the disclosing Party or its affiliates, (ii) disclosed in published literature, (iii) generally available to the industry or (iv) known to the receiving Party without any obligation to keep it confidential or any restriction on its use and such knowledge can be substantiated by reasonable documentation. Confidential Information shall additionally include the existence and terms of this Agreement and the business relationship established hereunder, together with any documents or data prepared by any of the Parties that reflect such information. Each Party further agrees that it shall not, directly or indirectly, without the prior written consent of the other Party, use any of the Confidential Information of the other Party for any reason or purpose, including to reverse engineer any Product, other than as contemplated by this Agreement.

10.2 Degree of Care . Notwithstanding Section 10.1 , each Party may disclose Confidential Information received pursuant to this Agreement to its directors, officers, employees, consultants, attorneys and accountants and other agents and representatives, but not to any other third party, provided , however , that all such access is limited to those that have a need-to-know in connection with the business relationship established hereunder, and further provided that such persons and entities are obligated to hold the Confidential Information in confidence in accordance with restrictions and procedures no less stringent than provided for herein. Each Party shall be responsible for any breach of this Section 10 by its directors, officers, employees, consultants, attorneys and accountants and other agents and representatives. Each Party covenants that it shall exercise the same degree of care with respect to the other Party’s Confidential Information as it would its own Confidential Information, and, in any event, shall exercise no less than a reasonable degree of care. Notwithstanding the foregoing, a Party may disclose the Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the context of preparation and filing of regulatory documents (including, without limitation, governmental approvals) to regulatory authorities in connection with the Products pursuant to this Agreement; provided that the disclosing Party notify the other Party in writing of such disclosure and the disclosing Party requests confidential treatment of such disclosure to the extent confidential treatment is reasonably available to such Party.

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10.3 Remedies . The Parties understand and agree that this Section 10 is reasonable and necessary to protect the Parties respective business interests. The Parties further agree that the other may suffer irreparable harm from a breach of this Section 10 . Thus, in addition to any other rights or remedies, all of which shall be deemed cumulative, a Party shall be entitled to pursue injunctive relief to enforce the terms of this Section 10 without the necessity of proof of damages or the posting of a bond or other security.

10.4 Disclosure Required by Law . Notwithstanding Section 10.1 , a receiving Party may disclose Confidential Information if such information is required by Law to be disclosed in response to a valid order of a court of competent jurisdiction or authorized governmental authority, provided that the receiving Party must give the other Party prompt written notice and seek to obtain or allow for and reasonably cooperate with the other Party to seek to obtain a protective order prior to such disclosure. In any event, a receiving Party shall disclose only that portion of the Confidential Information which is legally required and will use all commercially reasonable efforts to assure that confidential treatment is accorded any Confidential Information.

10.5 Return of Copies . Upon termination of this Agreement, each Party shall, upon the written request of the other Party, return all copies, whether in paper, electronic, or other format, of all Confidential Information received by it from the other Party which contain the other Party’s Confidential Information, except that one copy thereof may be retained solely for archival or regulatory compliance purposes.

10.6 Intellectual Property .

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11.1 Notices . All notices, approvals, and other communications required or permitted herein shall be in writing and shall be delivered personally (which shall include delivery by courier or overnight delivery service) or sent by certified or registered mail, postage prepaid, return receipt requested.

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Either Party may change its address for notice purposes by providing written notice of the change of address to the other Party.

11.2 Insurance . Each Party will comply with the insurance obligations for such Party set forth in Exhibit L .

11.3 Limitation of Liability . INTEGRA AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, EXEMPLARY, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, OF ANY KIND RESULTING FROM ANY USE OR FAILURE OR ACQUISITION OF THE PRODUCTS, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT (EVEN IF INTEGRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) INCLUDING WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF SEASPINE OR OTHER USE OR ANY LIABILITY OF SEASPINE TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT. EXCEPT IN THE CASE OF A CLAIM FOR THIRD PARTY INDEMNIFICATION UNDER SECTION 11.4(B) OF THIS AGREEMENT, INTEGRA’S LIABILITY IN THE AGGREGATE INCLUDING THE LIABILITY OF SEASPINE’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES, WITH RESPECT TO PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT AND ANY INTEGRA PRODUCTS OR OTHER ITEMS FURNISHED UNDER THIS AGREEMENT (WHETHER IN TORT, CONTRACT OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED OR STRICT LIABILITY OF INTEGRA) SHALL IN NO EVENT EXCEED THREE MILLION DOLLARS ($3,000,000).

11.4 Indemnity .

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12. MISCELLANEOUS :

12.1 Independent Contractors . This Agreement shall not constitute, and is not intended to constitute, either Party as an employee, agent, partner or legal representative of the other Party for any purpose, or give either Party any right to supervise or direct the functions of the other Party. Neither Party shall have authority to act for or obligate the other Party in any way or to extend any representation or warranty on behalf of the other Party. Each Party agrees to perform under this Agreement solely as an independent contractor and neither Party shall have any right, power, or authority, nor shall they represent themselves as having any authority to assume, create, or incur any expense, liability or obligation, express or implied, on behalf of the other Party, or otherwise act as an agent for the other Party for any purpose. Each Party agrees not to permit its employees or agents to do anything that might be construed or interpreted as acts of the other Party.

12.2 Integration . This Agreement, including its Exhibits, sets forth all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties and supersedes all prior discussions, negotiations and agreements between the Parties concerning the subject matter hereof. SeaSpine and Integra agree that nothing in any SeaSpine purchase order or other document submitted pursuant to this Agreement shall in any way modify or add to the terms and conditions set forth in this Agreement (except for identification of Products, quantity and delivery date consistent with this Agreement). Except as expressly set forth in this Agreement, no subsequent modification or addition to this Agreement shall be binding upon the Parties unless reduced to writing and signed by the respective authorized officers of the Parties.

12.3 Waiver . Integra’s failure to strictly enforce any term or condition stated herein or exercise any right arising hereunder shall not constitute a waiver of Integra’s right to enforce such terms or conditions or exercise such right thereafter. All of Integra’s rights and remedies against SeaSpine with regard to this Agreement are cumulative and are in addition to any other rights and remedies Integra may have at law or in equity. No waiver by either Party of any condition or term in any one or more instances shall be construed as a continuing waiver of such condition or term or of another condition or term.

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12.4 Assignment . This Agreement shall be binding upon and shall inure to the benefit of the Parties, and their respective successors and permitted assigns. Neither Party may transfer or assign this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may transfer or assign this Agreement, in whole or in part, without the prior written consent of the other Party, to any affiliate and to any successor to substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise, without the consent of the other Party.

12.5 Severability . If any provisions of this Agreement should be or become fully or partly invalid or unenforceable for any reason whatsoever or violate any applicable Law, this Agreement is to be considered divisible as to such provision and the Parties shall negotiate in good faith a valid or enforceable substitute provision that most nearly reflects the original intent of the Parties and all other provisions hereof shall remain in full force and effect. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable Law as it shall then appear.

12.6 Force Majeure . Except with respect to the payment of money, neither Party shall be liable for any failure or delay in performance under this Agreement if either Party is prevented from performing any of its obligations hereunder due to any cause which is beyond the non-performing Party’s reasonable control, including, without limitation, fire, explosion, earthquake, flood, acts of war, terrorism, or other acts of God; acts, regulations or laws or application thereof;, war or civil commotion; strike, lock-out or labor disturbances; or failure of public utilities or common carrier, embargo or other governmental action or request, equipment failure, shortage of raw materials or inability to obtain labor, fuel, materials supplies or power at reasonable prices (a “ Force Majeure Event ”), such non-performing Party shall promptly give notice thereof to the other Party and shall use reasonable commercial efforts to cure or correct any such Force Majeure Event and to resume performance of its affected obligations as soon as possible.

12.7 Choice of Law; Venue; Waiver of Jury Trial . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey without reference to its conflict of laws provisions. In the event of a dispute arising from this Agreement the Parties agree that the state and federal courts of the State of New Jersey shall have exclusive jurisdiction over any litigation or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.8 Survival . Any provision of this Agreement that contemplates performance or observance subsequent to any termination or expiration of this Agreement (in whole or in part) shall survive any termination or expiration of this Agreement (in whole or in part, as applicable) and continue in full force and effect. Without limiting the foregoing, Articles 7, 8, 10 , 11 and 12 and Sections 4.3 and 4.4 of this Agreement shall survive the expiration or termination of this Agreement.

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12.9 Section Headings . Section headings herein are for convenience only, are not part of the terms and conditions and shall not affect their interpretation.

12.10 Ambiguities . Ambiguities, if any, in this Agreement shall not be construed against any Party irrespective of which Party may be deemed to have authored the ambiguous provision.

12.11 Counterparts . This Agreement may be executed in any number of counterparts, or facsimile or .pdf scanned versions, each of which shall be considered to be an original instrument and to be effective as of the Effective Date.

(Signature Page Follows)

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IN WITNESS WHEREOF , the Parties have executed this Agreement effective as of the Effective Date.

SEASPINE ORTHOPEDICS CORPORATION

INTEGRA LIFESCIENCES CORPORATION

Exhibit 10.6

DBM AND OS SUPPLY AGREEMENT

(SeaSpine as Supplier)

This Supply Agreement (“ Agreement ”) sets forth the terms and conditions under which SeaSpine Orthopedics Corporation (“ SeaSpine ”) contracts with Integra LifeSciences Corporation (“ Integra ” and together with SeaSpine, the “ Parties ”) to provide the products set forth on Exhibit A-1 (each an “ OS Product ” and collectively, the “ OS Products ”) and the products set forth on Exhibit A-2 (each a “ DBM Product ” and collectively, the “ DBM Products ”) on a non-exclusive basis at the prices set forth herein. Each DBM Product and OS Product is also referred to herein as a “ Product ” and collectively as the “ Products ”.

1. MANUFACTURING AND SUPPLY RELATIONSHIP :

1.1 General; Products . Under this Agreement, Integra engages SeaSpine as a Product supplier. SeaSpine may designate an affiliate of SeaSpine to perform its obligations hereunder, provided that SeaSpine shall remain liable for all such obligations. Attached hereto as Exhibit A-1 and Exhibit A-2 are a complete list of the Products (as of the Effective Date (as defined in Section 3 )) and their Prices (as defined in Section 2.1(a) ). No other right or license is or shall be created or granted hereunder by implication, estoppel or otherwise, except as expressly provided in this Agreement.

1.2 Specifications . The specifications for the OS Products as of the Effective Date are set forth in Exhibit B-1 . The specifications for the DBM Products as of the Effective Date are set forth in Exhibits B-2, B-3, B-4 and B-5 . Such specifications, as the same may be modified from time to time hereunder, are referred to herein, as the “ Specifications .”

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1.4 Microfib . The Parties acknowledge that SeaSpine may use Microfib products (“ Microfib ”) in the manufacture of the OS Products that SeaSpine purchased from Integra under the Supply Agreement, dated as of the date hereof, between Integra, as supplier, and SeaSpine, as purchaser, relating to Microfib (the “ Microfib Supply Agreement ”).

2. PRODUCT PRICES AND OTHER FEES :

4. TERM AND TERMINATION :

4.1 Term . This Agreement shall commence on the Effective Date and expire, except as earlier terminated hereunder, on the seventh (7th) anniversary of the Effective Date (the “ Initial Term”) . In addition, Integra may, upon written notice to SeaSpine at least one hundred eighty (180) days prior to the expiration of the Initial Term (or, if applicable, the first Term Extension) extend the Agreement for up to two additional three (3) year periods (each, a “ Term Extension ”). The Parties may, upon mutual written agreement, extend the Term thereafter. The Initial Term and any Term Extension are collectively referred to as the “ Term ”.

4.2 Termination

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4.3 Effects of Termination .

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4.4 Final Order . In the event of termination or expiration of this Agreement for any reason other than by SeaSpine pursuant to Section 4.2(a) (Breach) or Section 4.2(c) (Bankruptcy, etc.) , Integra shall have the right, at its discretion, to place a final order for the Products prior to or on the last day of the Term in an amount of each Product not in excess of the lesser of (A) one hundred thirty percent (130%) of the amount of such Product set forth in the last forecast (including the Binding Forecast and calendar quarters 3 and 4 included therein) provided by Integra in accordance with Section 5.2 prior to the placement of such final order and (B) four (4) times the Maximum Quarterly Order (as defined in Section 5.2 ). If Integra desires to order additional units of Product in excess of such amount, Integra shall notify SeaSpine in writing and the Parties shall discuss in good faith, provided that Integra shall have no obligation to accept any such additional order. SeaSpine may schedule delivery of the final order over four calendar quarters with the first such calendar quarter beginning at least three months after the end of the Term, at SeaSpine’s discretion, provided that SeaSpine will make available for delivery in each such calendar quarter an amount of each Product that, when added to the amount of such Product previously made available by SeaSpine pursuant to this Section 4.4 , equals at least (i) (A) the amount of such Product included in the final order, divided by (B) 4, multiplied by (ii) the number of such calendar quarters to date.

5. ORDERS; FORECASTS; ACCEPTANCE OF PRODUCTS, ETC.

5.1 Orders . Integra is obligated to purchase the Products for which it has issued a firm order or orders to SeaSpine (“ Order(s) ”), whether pursuant to a forecast that is deemed binding hereunder, or pursuant to a purchase order accepted by SeaSpine. SeaSpine does not stock the Products in inventory for purchase by Integra. All Orders must contain delivery dates not less than ninety (90) days after the date of receipt of the Order by SeaSpine, unless otherwise agreed upon in writing by SeaSpine.

5.2 Forecasts . No later than the first business day of each calendar quarter, Integra shall provide SeaSpine with a written rolling forecast as to Integra’s requirements of the Products for the next four (4) calendar quarter period. Each calendar quarter forecast will consist of the following:

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The initial forecast for the Products is set forth on Exhibit C attached hereto.

5.3 Batch Sizes . Integra agrees to order the Products in whole multiples of the batch sizes set forth on Exhibit D (although Integra acknowledges and agrees that the actual quantity of the Products delivered may be adjusted as set forth in Section 5.5 or as otherwise expressly provided in this Agreement).

5.4 Acceptance of Orders . Upon receipt of an Order, SeaSpine shall review the Order and shall have ten (10) business days from the Order’s receipt to notify Integra of SeaSpine’s acceptance or rejection of the Order. SeaSpine shall accept any Order for a Binding Forecast that complies with the terms of this Agreement. If any other Order is rejected by SeaSpine, SeaSpine shall use reasonable efforts to provide Integra with a reason for the rejection. If SeaSpine fails to reject an Order in such ten (10) business day period, such Order shall be deemed accepted. SeaSpine shall use commercially reasonable efforts to fill accepted Orders

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with Product not later than ninety (90) days after the receipt of the Order or on the delivery date requested, whichever date is later. However, reasonable delay in shipment (where any delay of ninety (90) days or less after scheduled shipment shall be presumed reasonable) shall not be considered a breach of this Agreement and shall not relieve Integra of its obligations to accept such shipment.

5.5 Whole Lots . Due to variances in manufacturer yields of the Products (“ Product Lots ”), in filling any Order for Integra, SeaSpine has the right to deliver to Integra a quantity of the Products that is larger or smaller than the Order. Within three (3) business days of notification by SeaSpine of the quantity of the Products constituting a Product Lot, Integra agrees to issue to SeaSpine a revised purchase order matching the quantity of the Products in such Product Lot. Regardless of the size of an Order, all Products representing a single Product Lot shall be shipped together. Integra will pay for the quantity of the Products actually delivered. The quantity of the Products actually delivered will not affect the firm Order for the Products if the difference in quantity is not more than ten percent (10%). In the event that shipping the Product of a single Product Lot results in a shipment in excess of ten percent (10%) of the Products in the Order, such excess shall be applied to the Order for the subsequent month.

5.7 Acceptance and Agreement . ALL SALES AND ORDER(S) ARE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON SEASPINE UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SEASPINE. ANY ADDITIONAL OR DIFFERENT TERMS, ADDITIONS, DELETIONS OR EXCEPTIONS PROPOSED BY INTEGRA (WHETHER IN A

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PURCHASE ORDER, OTHER PRINTED FORM OR ELSEWHERE) ARE OBJECTED TO AND HEREBY REJECTED, UNLESS SUCH TERMS, ADDITIONS, OR EXCEPTIONS ARE APPROVED SPECIFICALLY BY SEASPINE IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SEASPINE. No course of prior dealings or usage of trade shall be relevant to supplement or explain any term used herein. Any clerical errors by SeaSpine are subject to correction.

5.8 Returns . The Products may not be returned unless resulting from a Product recall, field correction or market withdrawal for which SeaSpine is responsible as provided in Section 8.6 or as permitted pursuant to Section 5.9(c) .

5.9 Delivery; Certificate; Inspection and Acceptance .

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6. PAYMENT AND TAXES :

6.2 Taxes and Other Charges . Any medical device tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between SeaSpine and Integra except for taxes of SeaSpine’s income, shall be paid by Integra in addition to the Prices quoted or invoiced. In the event SeaSpine is required to pay any such tax, fee or charge, Integra shall reimburse SeaSpine therefor; or Integra shall provide SeaSpine at the time the applicable Order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

7. INTEGRA GENERAL OBLIGATIONS :

7.1 Compliance . Integra shall not (i) alter the Products, (ii) pay, offer or promise to pay, or authorize payment of any money, or give, offer or promise to give, or authorize the giving of anything of value to any healthcare professional in violation of any anti-kickback statutes, the AdvaMed Code, or other applicable Laws or policies described herein, or (iii) incur any obligation in the name of or on behalf of SeaSpine.

7.2 Integra’s Use of Products . Integra warrants to SeaSpine that (i) following delivery to Integra, the Products will be marketed, promoted, stored and distributed in compliance with applicable FDA regulations, applicable ISO and Current Good Manufacturing Practices and (ii) all facilities used for storage and distribution of the Products after delivery to Integra hereunder are FDA compliant.

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8. INTEGRA REGULATORY AND QUALITY OBLIGATIONS:

8.1 Compliance with Laws . Integra agrees to comply with: (i) the AdvaMed Code, as modified from time to time and which is incorporated into Integra’s compliance policies, (ii) its responsibilities under the Safe Harbor Regulations relating to program “fraud and abuse” promulgated under the Social Security Act and Medicare and Medicaid Patient and Program Protection Act, (iii) its compliance policies which are consistent with the AdvaMed Code, (iv) the U.S. Foreign Corrupt Practices Act and any other applicable anti-bribery laws, (v) all applicable laws, rules, ordinances, regulations, decrees and orders of any governmental authority, including but not limited to, those related to the advertising, promotion, sale and use of the Products, privacy, health, safety and environmental matters and record-keeping and reporting in compliance with all governmental authority regulations (collectively, the “ Laws ”) for the Products (which related records and reporting information shall be supplied to SeaSpine promptly upon request), and (vi) all internal policies and procedures of Integra, including without limitation, discount policies. Integra further agrees to notify SeaSpine immediately upon receiving any notice with respect to a violation or alleged violation of any of the above mentioned Laws and any other laws or regulations, to the extent relating to the Products.

8.2 Recordkeeping . Each Party agrees to comply with the document retention policy attached hereto as Exhibit F with respect to its activities hereunder. Integra shall make such records available to SeaSpine immediately upon request for regulatory purposes.

8.3 Review . SeaSpine shall have the right to send its representatives to review, during regular business hours and upon reasonable prior written notice, Integra’s marketing and regulatory records and files and all other records and files related to the Products and related to Integra’s compliance with this Agreement. Integra shall reasonably cooperate with SeaSpine in such review and any reasonable requests of SeaSpine that result from such review by SeaSpine.

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8.5 Governmental Authority . Each Party agrees to notify the other Party within forty-eight (48) hours of any audit or inspection by, or contact with, the FDA or other regulatory authority that involves a Product. Each Party agrees to provide the other Party with a copy of the portion of the audit or inspection report or contact document that relates to the Product and any response thereto provided by such Party.

8.6 Recall, etc . Each Party shall be entitled to execute a recall, field correction or market withdrawal of the Products, and either Party shall be entitled to execute a recall, field correction or market withdrawal of the Product. The Parties agree to cooperate with and reasonably assist each other in the event of a recall, field notification or market withdrawal of the Products. Integra agrees to pay for any recall, field notification and/or market withdrawal related to the Products, unless directly resulting from a breach of the warranty set forth in Section 9.1(a)(ii) , in which case SeaSpine agrees to pay all direct, documented, out-of-pocket costs of such recall, field notification or market withdrawal. If either Party decides to execute a recall, field notification or market withdrawal of a Product, it shall promptly notify the other Party of such action.

8.7 No Debarment . SeaSpine certifies that neither it nor any of its employees has been debarred under Section 306(a) or Section 306(b) of the Act and that no debarred person will in the future be employed to manufacture the Products. SeaSpine also certifies that no person working in the manufacture of the Products has a conviction that could lead to debarment under Section 306(a) or Section 306(b) of the Act. Furthermore, SeaSpine agrees to notify Integra immediately of any action toward conviction or debarment under Section 306(a) or Section 306(b) of the Act of any person working in the manufacture of the Products.

8.8 Quality Agreement . Each Party (or an affiliate designee thereof) has entered into the Quality Agreement attached as Exhibit G as of the Effective Date.

8.9 Compliance with Laws. SeaSpine will manufacture the Products in compliance with Laws applicable to the processing, storage, packaging, labeling and shipment of the Products, as modified from time to time.

8.10 Quality Audits . SeaSpine shall allow Integra to perform quality audits at its manufacturing facility for the Products during regular business hours and upon reasonable prior written notice if Integra has reasonable cause to believe there is a quality issue affecting the

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Products, or as required by applicable law. Integra shall provide SeaSpine with a written report of all nonconformances to the manufacturing procedures, storage and shipping procedures and test/inspection procedures within thirty (30) days of identification, which non-conformances are identified by Integra during quality audits.

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9. SEASPINE LIMITED WARRANTY; CERTAIN OBLIGATIONS :

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10. CONFIDENTIALITY AND OWNERSHIP :

10.1 Confidential Information. Each Party agrees that it shall not during the Term and anytime thereafter, directly or indirectly, without the prior written consent of the other Party, disclose to any third party, pursuant to a press release or otherwise, any Confidential Information of the other Party. As used herein, “ Confidential Information ” of a Party means information possessed by such Party, or its affiliates, that relates to the other Party’s business or, or in the case of Integra as the receiving Party, the Products (which may include information of third parties as to which either Integra or SeaSpine and their respective affiliates has a confidential arrangement or understanding), whether that information is written or oral, however acquired. Notwithstanding the foregoing, Confidential Information does not include any such information that as of the date of disclosure to, or acquisition by, the receiving Party was (i) obtained by the receiving Party from a third party with no obligation of confidentiality to the disclosing Party or its affiliates, (ii) disclosed in published literature, (iii) generally available to the industry or (iv) known to the receiving Party without any obligation to keep it confidential or any restriction on its use and such knowledge can be substantiated by reasonable documentation. Confidential Information shall additionally include the existence and terms of this Agreement and the business relationship established hereunder, together with any documents or data prepared by any of the Parties that reflect such information. Each Party further agrees that it shall not, directly or indirectly, without the prior written consent of the other Party, use any of the Confidential Information of the other Party for any reason or purpose, including in the case of Integra as the receiving Party, to reverse engineer any Product, other than as contemplated by this Agreement.

10.2 Degree of Care . Notwithstanding Section 10.1 , each Party may disclose Confidential Information received pursuant to this Agreement to its directors, officers, employees, consultants, attorneys and accountants and other agents and representatives, but not to any other third party, provided , however , that all such access is limited to those that have a need-to-know in connection with the business relationship established hereunder, and further provided that such persons and entities are obligated to hold the Confidential Information in confidence in accordance with restrictions and procedures no less stringent than provided for herein. Each Party shall be responsible for any breach of this Section 10 by its directors, officers, employees, consultants, attorneys and accountants and other agents and representatives. Each Party covenants that it shall exercise the same degree of care with respect to the other Party’s Confidential Information as it would its own Confidential Information, and, in any event, shall exercise no less than a reasonable degree of care. Notwithstanding the foregoing, a Party may disclose the Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the context of preparation and filing of regulatory documents (including, without limitation, governmental approvals) to regulatory authorities in

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connection with the Products pursuant to this Agreement; provided that the disclosing Party notify the other Party in writing of such disclosure and the disclosing Party requests confidential treatment of such disclosure to the extent confidential treatment is reasonably available to such Party.

10.3 Remedies . The Parties understand and agree that this Section 10 is reasonable and necessary to protect the Parties respective business interests. The Parties further agree that the other may suffer irreparable harm from a breach of this Section 10 . Thus, in addition to any other rights or remedies, all of which shall be deemed cumulative, a Party shall be entitled to pursue injunctive relief to enforce the terms of this Section 10 without the necessity of proof of damages or the posting of a bond or other security.

10.4 Disclosure Required by Law . Notwithstanding Section 10.1 , a receiving Party may disclose Confidential Information if such information is required by Law to be disclosed in response to a valid order of a court of competent jurisdiction or authorized governmental authority, provided that the receiving Party must give the other Party prompt written notice and seek to obtain or allow for and reasonably cooperate with the other Party to seek to obtain a protective order prior to such disclosure. In any event, a receiving Party shall disclose only that portion of the Confidential Information which is legally required and will use all commercially reasonable efforts to assure that confidential treatment is accorded any Confidential Information.

10.5 Return of Copies . Upon termination of this Agreement, each Party shall, upon the written request of the other Party, return all copies, whether in paper, electronic, or other format, of all Confidential Information received by it from the other Party which contain the other Party’s Confidential Information, except that one copy thereof may be retained solely for archival or regulatory compliance purposes.

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11.1 Notices . All notices, approvals, and other communications required or permitted herein shall be in writing and shall be delivered personally (which shall include delivery by courier or overnight delivery service) or sent by certified or registered mail, postage prepaid, return receipt requested.

Either Party may change its address for notice purposes by providing written notice of the change of address to the other Party.

11.2 Insurance . Each Party will comply with the insurance obligations for such Party set forth in Exhibit J .

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11.3 Limitation of Liability . SEASPINE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, EXEMPLARY, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, OF ANY KIND RESULTING FROM ANY USE OR FAILURE OR ACQUISITION OF THE PRODUCTS, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT (EVEN IF SEASPINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) INCLUDING WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF INTEGRA OR OTHER USE OR ANY LIABILITY OF INTEGRA TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT. EXCEPT IN THE CASE OF A CLAIM FOR THIRD PARTY INDEMNIFICATION UNDER SECTION 11.4(B) OF THIS AGREEMENT, SEASPINE’S LIABILITY IN THE AGGREGATE INCLUDING THE LIABILITY OF SEASPINE’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES, WITH RESPECT TO PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT AND ANY SEASPINE PRODUCTS OR OTHER ITEMS FURNISHED UNDER THIS AGREEMENT (WHETHER IN TORT, CONTRACT OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED OR STRICT LIABILITY OF INTEGRA) SHALL IN NO EVENT EXCEED ONE MILLION DOLLARS ($1,000,000).

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12. MISCELLANEOUS :

12.1 Independent Contractors . This Agreement shall not constitute, and is not intended to constitute, either Party as an employee, agent, partner or legal representative of the other Party for any purpose, or give either Party any right to supervise or direct the functions of the other Party. Neither Party shall have authority to act for or obligate the other Party in any way or to extend any representation or warranty on behalf of the other Party. Each Party agrees to perform under this Agreement solely as an independent contractor and neither Party shall have any right, power, or authority, nor shall they represent themselves as having any authority to assume, create, or incur any expense, liability or obligation, express or implied, on behalf of the other Party, or otherwise act as an agent for the other Party for any purpose. Each Party agrees not to permit its employees or agents to do anything that might be construed or interpreted as acts of the other Party.

12.2 Integration . This Agreement, including its Exhibits, sets forth all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties and supersedes all prior discussions, negotiations and agreements between the Parties concerning the subject matter hereof. Integra and SeaSpine agree that nothing in any Integra purchase order or other document submitted pursuant to this Agreement shall in any way modify or add to the terms and conditions set forth in this Agreement (except for identification of the Products, quantity and delivery date consistent with this Agreement). Except as expressly set forth in this Agreement, no subsequent modification or addition to this Agreement shall be binding upon the Parties unless reduced to writing and signed by the respective authorized officers of the Parties.

12.3 Waiver . SeaSpine’s failure to strictly enforce any term or condition stated herein or exercise any right arising hereunder shall not constitute a waiver of SeaSpine’s right to enforce such terms or conditions or exercise such right thereafter. All of I SeaSpine’s rights and remedies against Integra with regard to this Agreement are cumulative and are in addition to any other rights and remedies Integra may have at law or in equity. No waiver by either Party of any condition or term in any one or more instances shall be construed as a continuing waiver of such condition or term or of another condition or term.

12.4 Assignment . This Agreement shall be binding upon and shall inure to the benefit of the Parties, and their respective successors and permitted assigns. Neither Party may transfer or assign this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may transfer or assign this Agreement, in whole or in part, without the prior written consent of the other Party, to any affiliate and to any successor to substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise, without the consent of the other Party.

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12.5 Severability . If any provisions of this Agreement should be or become fully or partly invalid or unenforceable for any reason whatsoever or violate any applicable Law, this Agreement is to be considered divisible as to such provision and the Parties shall negotiate in good faith a valid or enforceable substitute provision that most nearly reflects the original intent of the Parties and all other provisions hereof shall remain in full force and effect. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable Law as it shall then appear.

12.6 Force Majeure . Except with respect to the payment of money, neither Party shall be liable for any failure or delay in performance under this Agreement if either Party is prevented from performing any of its obligations hereunder due to any cause which is beyond the non-performing Party’s reasonable control, including, without limitation, fire, explosion, earthquake, flood, acts of war, terrorism, or other acts of God; acts, regulations or laws or application thereof;, war or civil commotion; strike, lock-out or labor disturbances; or failure of public utilities or common carrier, embargo or other governmental action or request, equipment failure, shortage of raw materials or inability to obtain labor, fuel, materials supplies or power at reasonable prices (a “ Force Majeure Event ”), such non-performing Party shall promptly give notice thereof to the other Party and shall use reasonable commercial efforts to cure or correct any such Force Majeure Event and to resume performance of its affected obligations as soon as possible.

12.7 Choice of Law; Venue; Waiver of Jury Trial . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey without reference to its conflict of laws provisions. In the event of a dispute arising from this Agreement the Parties agree that the state and federal courts of the State of New Jersey shall have exclusive jurisdiction over any litigation or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.8 Survival . Any provision of this Agreement that contemplates performance or observance subsequent to any termination or expiration of this Agreement (in whole or in part) shall survive any termination or expiration of this Agreement (in whole or in part, as applicable) and continue in full force and effect. Without limiting the foregoing, Articles 7, 8, 10 , 11 and 12 and Sections 4.3 and 4.4 of this Agreement shall survive the expiration or termination of this Agreement.

12.9 Section Headings . Section headings herein are for convenience only, are not part of the terms and conditions and shall not affect their interpretation.

12.10 Ambiguities . Ambiguities, if any, in this Agreement shall not be construed against any Party irrespective of which Party may be deemed to have authored the ambiguous provision.

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12.11 Counterparts . This Agreement may be executed in any number of counterparts, or facsimile or .pdf scanned versions, each of which shall be considered to be an original instrument and to be effective as of the Effective Date.

(Signature Page Follows)

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IN WITNESS WHEREOF , the Parties have executed this Agreement effective as of the Effective Date.

INTEGRA LIFESCIENCES CORPORATION

SEASPINE ORTHOPEDICS CORPORATION

EXHIBIT 10.7

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“ Agreement ”) is made as of                      ,              by and between SeaSpine Holdings Corporation, a Delaware corporation (the “ Company ”), and                      (“ Indemnitee ”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.

RECITALS

WHEREAS, directors, officers, and other persons in service to publicly-held corporations and other business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the corporation or business enterprise itself;

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “ Board ”) has determined that, in order to attract and retain qualified individuals to serve the Company, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect such persons; however, the Board recognizes that although the furnishing of such insurance has been a customary and widespread practice among U.S. corporations and other business enterprises, given current market conditions and trends, such insurance may be available in the future only at higher premiums and with more exclusions;

WHEREAS, the General Corporation Law of the State of Delaware (the “ DGCL ”) permits, and the Bylaws of the Company require, indemnification of the officers and directors of the Company; each expressly provides that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;

WHEREAS, in light of uncertainties relating to such insurance and to indemnification and the resulting difficulty of attracting and retaining persons to serve the Company, the Board has determined that the best interests of the Company and its stockholders would be served by assuring such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, although this Agreement is a supplement to and in furtherance of the Bylaws of the Company (and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder), Indemnitee does not regard the protection available under the Company’s Bylaws and insurance as adequate in the present circumstances, and may not be willing to serve (or continue to serve) as an officer or director without adequate protection, and the Company desires Indemnitee to serve and continue to serve in such capacity.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services to the Company . Indemnitee agrees to serve, or continue to serve, as a director, officer, employee and Agent (as defined below) of the Company and/or, as applicable, its subsidiaries and any Enterprise (as defined below). Indemnitee may at any time and for any reason resign from any such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any such subsidiary or Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s Bylaws and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, officer, employee and Agent of the Company or any of its subsidiaries or other Enterprise as provided in Section 16 hereof.

Section 2. Certain Definitions . As used in this Agreement:

(a) “ Agent ” shall mean any person who is or was a director, officer or employee of the Company or other person authorized by the Company to act for the Company, to include any person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other Enterprise (including any subsidiary of the Company) at the request of, for the convenience of, or to represent the interests of the Company.

(b) A “ Change in Control ” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

i. Acquisition of Stock by Third Party . Any Person (as defined below), other than Richard E. Caruso, Ph.D.,                      or                      , is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities;

ii. Change in Board of Directors . During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i) , 2(b)(iii) or 2(b)(iv) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

iii. Corporate Transactions . The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or

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consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

iv. Liquidation . The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or

v. Other Events . There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

For purposes of this Section 2(b) , the following terms shall have the following meanings:

(A) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(B) “ Person ” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided , however , that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(C) “ Beneficial Owner ” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided , however , that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.

(c) “ Corporate Status ” describes the status of a person who is or was a director, officer, employee or Agent of the Company or any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other Enterprise, in which capacity such person is or was serving at the request of, for the convenience of, or to represent the interests of the Company.

(d) “ Disinterested Director ” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(e) “ Enterprise ” shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (including any subsidiary of the Company) of which Indemnitee is or was serving as a director, officer, employee or Agent at the request of, for the convenience of, or to represent the interests of the Company.

(f) “ Expenses ” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed

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on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with or as a result of prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation: (i) expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 14(d) , expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(g) “ Independent Counsel ” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee’s right to indemnification under this Agreement, or of other indemnitees under similar indemnification agreements with the Company), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any law firm or member of a law firm who, under the applicable standards of professional conduct, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to indemnify such counsel fully against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(h) The term “ Proceeding ” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution process, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise, and whether of a civil, criminal, administrative, regulatory, legislative or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or could be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director, officer, employee or Agent of the Company and/or any other Enterprise, by reason of any action taken by him or of any action on his part while acting as a director, officer, employee or Agent of the Company and/or such other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, such situation shall be considered a Proceeding under this paragraph.

(i) References to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or Agent of the Company that imposes duties on, or involves services by, such director, officer, employee or Agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Section 3. Indemnity in Third-Party Proceedings . The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the

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Company to procure a judgment in its favor. Pursuant to this Section 3 , Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, in the case of a criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company’s Certificate of Incorporation, its Bylaws, vote of its stockholders or Disinterested Directors (or any committee thereof), or applicable law.

Section 4. Indemnity in Proceedings by or in the Right of the Company . The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4 , Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; provided, however , that no indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses that the Delaware Court of Chancery or such other court deems proper.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partially Successful . To the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all applicable claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6. Indemnification For Expenses of a Witness . To the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of his Corporate Status, a witness or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 7. Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

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Section 8. Additional Indemnification .

(a) Notwithstanding any limitation in Sections 3 , 4 , or 5 hereof, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.

(b) For purposes of Section 8(a) , the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to, the following:

i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and

ii. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a Delaware corporation may indemnify its directors, officers, employees, and Agents of the Company or any of its subsidiaries.

Section 9. Exclusions . Notwithstanding any other provision in this Agreement, the Company shall not be obligated to indemnify Indemnitee in connection with any claim against Indemnitee:

(a) to the extent that payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision; or

(b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (as amended, the “ Sarbanes-Oxley Act ”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or

(c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or such part of such Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; provided, however , that this provision shall not apply to any claims related to the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise, including as provided in Sections 10 and 14(d) hereof.

Section 10. Advances of Expenses. In furtherance and not in limitation of the provisions of Section 6.02 of the Bylaws of the Company, and notwithstanding any other provision of this Agreement to the contrary, the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to

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time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking by Indemnitee to repay (without interest) the amounts advanced to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, and no other form of undertaking shall be required from Indemnitee other than the execution of this Agreement. This Section 10 shall not apply to any claim made by Indemnitee for which indemnity is otherwise excluded pursuant to Section 9 .

Section 11. Procedure for Notification and Defense of Claim.

(a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof or Indemnitee’s becoming aware thereof (the “ Indemnification Notice ”). The Indemnification Notice shall include a description of the nature of the Proceeding and the facts underlying the Proceeding, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall also submit to the Company such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee under this Agreement or otherwise, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of the Indemnification Notice, advise the Board in writing that Indemnitee has requested indemnification and/or advancement of Expenses.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

Section 12. Procedure Upon Application for Indemnification.

(a) Upon delivery of the Indemnification Notice by Indemnitee under Section 11(a) , a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made with respect to such request as follows: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (iii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (iv) if so directed by the Board, by the stockholders of the Company; provided, however, that, notwithstanding the foregoing, in all cases, Indemnitee shall have the option, but not the obligation, to require, by delivery of a written request to the Company, that the determination with respect to Indemnitee’s entitlement to indemnification hereunder be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee (in which case such request shall be made prior to any determination by the Disinterested Directors (or any committee thereof) or prior to the submission of such matter to a vote by the stockholders of the Company).

(b) If it is determined pursuant to Section 12(a) hereof that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.

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Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance written request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(c) . If a Change in Control shall have occurred or if Indemnitee otherwise elects to require determination with respect to Indemnitee’s entitlement to indemnification hereunder to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the following sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. If a Change in Control shall not have occurred and the determination with respect to Indemnitee’s entitlement to indemnification hereunder is to be made by Independent Counsel pursuant to Section 12(a)(iii) , or if Indemnitee shall otherwise request, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2(g) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof and (ii) the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).