<PAGE>
As filed with the Securities and Exchange Commission on June 19, 2000
Registration No. 333-32446
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
AMENDMENT
NO. 6
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CURIS, INC.
---------------
<TABLE>
<S> <C>
Delaware 2836 04-3505116
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number Identification Number)
Incorporation or
Organization
</TABLE>
45 Moulton Street
Cambridge, Massachusetts 02138
(617) 876-0086
Doros Platika
President and Chief Executive Officer
Curis, Inc.
45 Moulton Street
Cambridge, Massachusetts 02138
(617) 876-0086
Copies to:
<TABLE>
<S> <C> <C>
Cheryl K. Lawton, Esq. Jeffrey M. Wiesen, Esq. Bruce A. Leicher, Esq.
Creative BioMolecules, Inc. Lewis J. Geffen, Esq. Ontogeny, Inc.
101 Huntington Avenue, Suite 2400 Mintz, Levin, Cohn, Ferris, 45 Moulton Street
Boston, MA 02199 Glovsky and Popeo, P.C. Cambridge, MA 02138
(617) 912-2900 One Financial Center (617) 876-0086
Boston, MA 02111
(617) 542-6000
Jonathan H. Hulbert, Esq. Steven D. Singer, Esq. Walter J. Smith, Esq.
Foley, Hoag & Eliot LLP Philip Rossetti, Esq. Baker Botts L.L.P.
One Post Office Square Jorge L. Contreras, Esq. 910 Louisiana
Boston, MA 02109 Hale and Dorr LLP One Shell Plaza
(617) 832-7000 60 State Street Houston, TX 77002
Boston, MA 02109 (713) 229-1234
(617) 526-6000
</TABLE>
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective and all other conditions to the proposed merger described herein have
been satisfied or waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
(a) The following exhibits are filed herewith or incorporated herein by
reference:
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*2 Agreement and Plan of Merger, dated as of February 14, 2000 by and
among the Registrant, Creative BioMolecules, Inc., Ontogeny, Inc. and
Reprogenesis, Inc. (Filed as Exhibit 2.1 to Creative's Current Report
on Form 8-K filed February 18, 2000 (File No. 0-19910)).
*3.1 Certificate of Incorporation of the Registrant.
*3.2 By-laws of the Registrant.
3.3 Restated Certificate of Incorporation of the Registrant.
*4 Form of Curis Common Stock Certificate.
*5 Opinion of Hale and Dorr LLP regarding legality of securities being
registered.
*8.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
regarding certain U.S. income tax aspects of the merger.
*8.2 Opinion of Foley, Hoag & Eliot LLP regarding certain U.S. income tax
aspects of the merger.
*8.3 Opinion of Baker Botts L.L.P. regarding certain U.S. income tax
aspects of the merger.
++*10.1 Master Restructuring Agreement, dated as of October 15, 1998, by and
between Creative and Stryker Corporation. (Filed as Exhibit 10.10 to
Creative's Annual Report on Form 10-K for the period ended December
31, 1998 (File No. 0-19910), and incorporated herein by reference.)
++*10.2 Asset Purchase Agreement, dated as of October 15, 1998, by and between
Creative and Stryker Corporation. (Filed as Exhibit 10.11 to
Creative's Annual Report on Form 10-K for the period ended December
31, 1998 (File No. 0-19910), and incorporated herein by reference.)
*10.3 Creative Irrevocable License Agreement dated November 20, 1998 by and
between Creative and Stryker Corporation. (Filed as Exhibit 10.7 to
Creative's Annual Report on Form 10-K for the period ended December
31, 1999 (File No. 0-19910), and incorporated herein by reference.)
*10.4 Stryker Irrevocable License Agreement dated November 20, 1998 by and
between the Registrant and Stryker Corporation. (Filed as Exhibit 10.8
to Creative's Annual Report on Form 10-K for the period ended December
31, 1999 (File No. 0-19910), and incorporated herein by reference.)
*10.5 Assignment from Creative to Stryker dated November 20, 1998. (Filed as
Exhibit 10.9 to Creative's Annual Report on Form 10-K for the period
ended December 31, 1999 (File No. 0-19910), and incorporated herein by
reference.)
*10.6 Standard Form Industrial Lease, dated as of October 24, 1988, as
amended September 17, 1991, by and between WRC Properties, Inc. and
Creative. (Filed as Exhibit 10.26 to Creative's Form S-1 Registration
Statement (Registration No. 33-42159), or amendments thereto, and
incorporated herein by reference.)
*10.7 Second Amendment, dated January 28, 1994, to Standard Form Industrial
Lease dated October 24, 1988, as amended September 17, 1991, by and
between Creative and WRC Properties, Inc. (Filed as Exhibit 10.15 to
Creative's Annual Report on Form 10-K for the period ended September
30, 1994 (File No. 0-19910), and incorporated herein by reference.)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*10.8 Third Amendment, dated September 20, 1994, to Standard Form
Industrial Lease dated October 24, 1988, as amended September 17,
1991 and January 28, 1994, by and between Creative and WRC
Properties, Inc. (Filed as Exhibit 10.16 to Creative's Annual Report
on Form 10-K for the period ended September 30, 1994 (File No. 0-
19910), and incorporated herein by reference.)
*10.9 Fourth Amendment, dated April 10, 1997, to Standard Form Industrial
Lease dated October 24, 1988, as amended September 17, 1991, January
28, 1994 and September 20, 1994, by and between Creative and WRC
Properties, Inc. (Filed as Exhibit 10.53 to Creative's Quarterly
Report on Form 10-Q for the period ended June 30, 1997 (File No. 0-
19910), and incorporated herein by reference.)
*10.10 Partial Lease Termination Agreement and Amendment to Lease, dated
February 28, 1999, by and between Creative and W9/TIB Real Estate
Limited Partnership (as successor in interest to WRC Properties,
Inc.). (Filed as Exhibit 10.16 to Creative's Annual Report on Form
10-K for the period ended December 31, 1999 (File No. 0-19910), and
incorporated herein by reference.)
*10.11 Standard Form Industrial Lease, dated February 25, 1992, by and
between Creative and WRC Properties, Inc. (Filed as Exhibit 10.52 to
Creative's Form S-1 Registration Statement
(Registration No. 33-46200), or amendments thereto, and incorporated
herein by reference.)
*10.12 First Amendment, dated February 28, 1994, to Standard Form Industrial
Lease dated February 25, 1992 by and between Creative and WRC
Properties, Inc. (Filed as Exhibit 10.32 to Creative's Annual Report
on Form 10-K for the period ended September 30, 1995 (File
No. 0-19910), and incorporated herein by reference.)
*10.13 Second Amendment, dated September 20, 1994, to Standard Form
Industrial Lease dated February 25, 1992, as amended February 28,
1994, by and between Creative and WRC Properties, Inc. (Filed as
Exhibit 10.33 to Creative's Annual Report on Form 10-K for the period
ended September 30, 1995 (File No. 0-19910), and incorporated herein
by reference.)
*10.14 Third Amendment, dated April 10, 1997, to Standard Form Industrial
Lease dated February 25, 1992, as amended February 28, 1994 and
September 20, 1994, by and between Creative and WRC Properties, Inc.
(Filed as Exhibit 10.54 to Creative's Quarterly Report on Form 10-Q
for the period ended June 30, 1997 (File No. 0-19910), and
incorporated herein by reference.)
++*10.15 CBM Cross-License Agreement, dated as of November 26, 1993, by and
between Enzon, Inc. and Creative. (Filed as Exhibit 10.42 to
Creative's Quarterly Report on Form 10-Q for the period ended
December 31, 1993 (File No. 0-19910), and incorporated herein by
reference.)
++*10.16 Enzon Cross-License Agreement, dated as of November 26, 1993, by and
between Enzon, Inc. and Creative. (Filed as Exhibit 10.43 to
Creative's Quarterly Report on Form 10-Q for the period ended
December 31, 1993 (File No. 0-19910), and incorporated herein by
reference.)
++*10.17 Cross-License Agreement, dated as of July 15, 1996, by and between
Creative, Genetics Institute, Inc. and Stryker Corporation. (Filed as
Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period
ended September 30, 1996 of Genetics Institute, Inc. (File No. 0-
14587), filed with the Securities and Exchange Commission on November
6, 1996 and incorporated herein by reference.)
++*10.18 Research Collaboration and License Agreement, dated December 9, 1996,
by and between Creative and Biogen, Inc. (Filed as Exhibit 10.37 to
Creative's Annual Report on Form 10-K for the period ended December
31, 1996 (File No. 0-19910), and incorporated herein by reference.)
++*10.19 Amendment Agreement, dated December 30, 1998, by and between Creative
and Biogen, Inc. (Filed as Exhibit 10.38 to Creative's Annual Report
on Form 10-K for the period ended December 31, 1998 (File No. 0-
19910), and incorporated herein by reference.)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*10.20 Restricted Stock Purchase Agreement, dated December 9, 1996, by and
between Creative and Biogen, Inc. (Filed as Exhibit 10.38 to
Creative's Annual Report on Form 10-K for the period ended
December 31, 1996 (File No. 0-19910), and incorporated herein by
reference.)
*10.21 Lease, dated June 16, 1997, by and between Creative and The Prudential
Insurance Company of America. (Filed as Exhibit 10.55 to Creative's
Quarterly Report on Form 10-Q for the period ended June 30, 1997 (File
No. 0-19910), and incorporated herein by reference.)
*10.22 First Amendment, dated August 10, 1998, to Lease dated April 10, 1997,
by and between Creative and The Prudential Insurance Company of
America. (Filed as Exhibit 10.56 to Creative's Quarterly Report on
Form 10-Q for the period ended September 30, 1998 (File No. 0-19910),
and incorporated herein by reference.)
*10.23 Master Lease Agreement, dated October 6, 1997, by and between Creative
and FINOVA Technology Finance, Inc. (Filed as Exhibit 10.38 to
Creative's Annual Report on Form 10-K for the period ended December
31, 1997 (File No. 0-19910), and incorporated herein by reference.)
*10.24 Employment Agreement, dated as of January 2, 1992, by and between
Charles Cohen, Ph.D. and Creative. (Filed as Exhibit 10.47 to
Creative's Form S-1 Registration Statement (Registration No. 33-
46200), or amendments thereto, and incorporated herein by reference.)
*10.25 Employment Agreement, dated July 17, 1995, by and between Michael M.
Tarnow and Creative. (Filed as Exhibit 99.1 to Creative's Report on
Form 8-K for the August 31, 1995 Event (File No. 0-19910), and
incorporated herein by reference.)
*10.26 Employment Agreement, dated January 13, 1997, by and between Cheryl K.
Lawton and Creative. (Filed as Exhibit 10.50 to Creative's Quarterly
Report on Form 10-Q for the period ended March 31, 1997 (File No. 0-
19910), and incorporated herein by reference.)
*10.27 Employment Agreement, dated February 18, 1997, by and between Steven
L. Basta and Creative. (Filed as Exhibit 10.51 to Creative's Quarterly
Report on Form 10-Q for the period ended March 31, 1997 (File No. 0-
19910), and incorporated herein by reference.)
*10.28 Employment Agreement, dated September 17, 1997, by and between Carl M.
Cohen, Ph.D., and Creative. (Filed as Exhibit 10.53 to Creative's
Annual Report on Form 10-K for the period ended December 31, 1997
(File No. 0-19910), and incorporated herein by reference.)
*10.29 Form of Promissory Note dated February 8, 2000 by certain executive
officers of Creative to Creative (Filed as Exhibit 10.2 to Creative's
Quarterly Report on Form 10-Q for the period ended March 31, 2000
(File No. 0-19910), and incorporated herein by reference).
*10.30 Sublease dated March 15, 2000 by BP III Huntington Ave. LLC to
Creative (Filed as Exhibit 10.1 to Creative's Quarterly Report on Form
10-Q for the period ended March 31, 2000 (File No. 0-19910), and
incorporated herein by reference).
*10.31 Promissory Note dated March 13, 2000 by Dr. Daniel Omstead to
Reprogenesis.
+*10.32 License Agreement, dated November 30, 1997, by and between
Reprogenesis and the Regents of the University of Michigan, as amended
by the Amendment to License Agreement dated August 1999.
+*10.33 Amended and Restated License Agreement (Exclusive), dated July 1,
1996, by and between Reprogenesis and the Massachusetts Institute of
Technology, as amended by the First Amendment to Restated License
Agreement dated June 9, 1999.
+*10.34 Patent License Agreement (Exclusive), dated 10/30/96, by and between
Reprogenesis and the Massachusetts Institute of Technology.
+*10.35 Exclusive License Agreement, dated February 22, 2000, by and between
Reprogenesis and Children's Medical Center Corporation.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*10.36 Lease, dated September 25, 1997, with respect to real property located
at 21 Erie Street, Cambridge, Massachusetts, as amended by the First
Amendment to Lease, dated October 1, 1998, by and between Reprogenesis
and 21 Erie Realty Trust.
*10.37 Termination and Release Agreement dated January 27, 1999, by and
between Reprogenesis and American Medical Systems, Inc.
*10.38 Financial Assistance Award (Development of Perivascular Endothelial
Cell Implants), dated November 1, 1999, by and between Reprogenesis
and the National Institute of Standards and Technology, Advanced
Technology Program.
*10.39 Stock Subscription Warrant dated July 2, 1998, by and between
Reprogenesis and TBCC Funding Trust II.
+*10.40 Amended and Restated Research and Commercialization Agreement, dated
November 30, 1998, as amended by letter dated December 18, 1998, by
and between Ontogeny and Biogen, Inc.
*10.41 Employment Agreement, dated as of June 17, 1996, by and between
Ontogeny and Doros Platika, M.D.
*10.42 Lease, dated as of November 16, 1995 as amended, by and between
Ontogeny and Moulton Realty Corp.
+*10.43 License Agreement, dated as of February 12, 1996, by and between
Ontogeny and Leland Stanford Junior University.
+*10.44 License Agreement, dated as of September 26, 1996 and amended January
15, 1997, by and among Ontogeny, The Johns Hopkins University and
University of Washington School of Medicine.
+*10.45 License Agreement, dated as of January 1, 1995, and as amended July
19, 1995 and August 30, 1996, by and between Ontogeny and The Trustees
of Columbia University in the City of New York.
+*10.46 License Agreement, dated as of February 9, 1995 and as amended, by and
between Ontogeny and the President and Fellows of Harvard University.
*10.47 Third Amended and Restated Registration Rights and Right of First
Refusal Agreement, dated as of October 31, 1998, by and among Ontogeny
and the holders of the Senior Preferred Stock.
*10.48 Registration Rights Agreement, dated as of July 1, 1996, by and
between Ontogeny and Biogen, Inc. and First Amendment, dated as of
November 30, 1998.
*10.49 Registration Rights Agreement, dated as of September 26, 1996, by and
between Ontogeny and Corange International Limited (now, Roche).
*10.50 Scientific Advisor and Consulting Agreement by and between Ontogeny
and Douglas A. Melton, dated August 1, 1994 and amended November 12,
1997 and January 22, 2000.
*10.51 Stock Restriction Agreement by and between Ontogeny and George A.
Eldridge, dated as of May 10, 1996.
*10.52 Stock Restriction Agreement by and between Ontogeny and Doros Platika,
dated as of July 25, 1996.
*10.53 Warrant Agreement, dated as of November 2, 1994, by and between
Ontogeny and Comdisco, Inc.
*10.54 Warrant Agreement, dated as of January 29, 1996, by and between
Ontogeny and Lighthouse Capital Partners, L.P.
*10.55 Warrant Agreement, dated as of December 8, 1997, by and between
Ontogeny and Comdisco, Inc.
*10.56 Warrant Agreement, dated as of October 1, 1997, by and between
Ontogeny and Lighthouse Capital Partners, L.P.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*10.57 Stock Subscription Warrant, dated as of November 21, 1997, by and
between Ontogeny and mmc Ventures to purchase 1,350 shares of Common
Stock.
*10.58 Warrant Agreement, dated as of November 21, 1997, by and between
Ontogeny and TransAmerica Business Credit Corporation.
*10.59 Warrant Agreement, dated as of September 1, 1999, by and between
Ontogeny and Comdisco, Inc.
*10.60 Stock Subscription Warrant, dated as of November 15, 1999, by and
between Ontogeny and Transamerica Business Credit Corp.
*10.61 Warrant Agreement, dated as of December 17, 1999, by and between
Ontogeny and Lighthouse Capital Partners, L.P.
+*10.62 Research Collaboration and Option Agreement by and between Ontogeny
and Becton, Dickinson and Company, dated January 13, 1999.
*10.63 Secured Promissory Note dated June 17, 1996, by and between Ontogeny
and Dr. Platika in the original principal amount of $500,000, First
Amendment to Secured Promissory Note dated as of August 31, 1998 and
Second Amendment to Secured Promissory Note dated as of December 15,
1999.
*10.64 Pledge Agreement dated June 17, 1996, by and between Ontogeny, Inc.
and Dr. Platika.
+*10.65 Exclusive License Agreement, dated as of November 2, 1998, by and
among Ontogeny and the Board of Trustees of Leland Stanford Junior
University and Johns Hopkins University.
+*10.66 License Agreement, dated as of November 20, 1997, by and between
Ontogeny and the Board of Trustees of Leland Stanford Junior
University.
+*10.67 License Agreement, dated as of November 30, 1998, by and between
Ontogeny and the Board of Trustees of Leland Stanford Junior
University.
+*10.68 License Agreement, dated as of June 13, 1996, by and between Ontogeny
and the President and Fellows of Harvard College.
+*10.69 License Agreement, dated as of February 1, 1997, by and between
Ontogeny and the President and Fellows of Harvard College.
*10.70 Mortgage dated December 15, 1999 by and between Doros Platika and
Patricia C. Platika and Ontogeny, Inc.
*10.71 Curis, Inc. 2000 Stock Incentive Plan.
*10.72 Curis, Inc. 2000 Director Stock Option Plan.
*10.73 Curis, Inc. 2000 Employee Stock Purchase Plan.
*23.1 Consent of Hale and Dorr LLP (included as part of its opinion filed as
Exhibit 5 and incorporated herein by reference).
*23.2 Consent of Arthur Andersen LLP.
*23.3 Consent of Deloitte & Touche LLP.
*23.4 Consent of PricewaterhouseCoopers LLP.
*23.5 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included as part of its opinion filed as Exhibit 8.1 and incorporated
herein by reference).
*23.6 Consent of Foley, Hoag & Eliot LLP (included as part of its opinion
filed as Exhibit 8.2 and incorporated herein by reference).
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*23.7 Consent of Baker Botts L.L.P. (included as part of its opinion filed
as Exhibit 8.3 and incorporated herein by reference).
*23.8 Consent of Chase Securities Inc.
*23.9 Consent of SG Cowen Securities Corporation.
*24 Power of Attorney (included on the signature page of this Form S-4 and
incorporated herein by reference).
*27.1 Reprogenesis, Inc. Financial Data Schedule.
*27.2 Creative BioMolecules, Inc., Financial Data Schedule (Filed as Exhibit
27 to Creative's Annual Report on Form 10-K for the period ended
December 31, 1999).
*27.3 Ontogeny, Inc. Financial Data Schedule.
*99.1 Form of Proxy of Creative BioMolecules, Inc.
*99.2 Form of Proxy of Ontogeny, Inc.
*99.3 Form of Proxy of Reprogenesis, Inc.
</TABLE>
--------
* Previously filed.
++ Confidential treatment has been granted as to certain portions of this
Exhibit.
+ Confidential treatment requested as to certain portions of this Exhibit.
Registrant hereby agrees to furnish supplementally any schedules that have been
omitted from this Exhibit to the Securities and Exchange Commission upon its
request.
(b) Financial Statement Schedules
All schedules have been omitted because they are not required or because the
required information is given in the financial statements or notes to those
statements for each of Creative, Ontogeny and Reprogenesis.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we have duly
caused this Amendment No. 6 to the registration statement to be signed on our
behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts,
on this 19th day of June, 2000.
CURIS, INC.
By: /s/ Doros Platika
----------------------------------
Name: Doros Platika
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 6 to the registration statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Doros Platika Chief Executive Officer June 19, 2000
___________________________________________ (principal executive
Doros Platika officer) and Director
* Vice President and Chief June 19, 2000
___________________________________________ Financial Officer
George A. Eldridge (principal financial and
accounting officer)
* Director June 19, 2000
___________________________________________
James R. McNab, Jr.
* Director June 19, 2000
___________________________________________
James R. Tobin
* Director June 19, 2000
___________________________________________
Douglas A. Melton
* Director June 19, 2000
___________________________________________
Michael Rosenblatt
* Director June 19, 2000
___________________________________________
Ruth B. Kunath
* Director June 19, 2000
___________________________________________
Martyn D. Greenacre
* /s/ Doros Platika
___________________________________________
Doros Platika as
Attorney-in-Fact
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*2 Agreement and Plan of Merger, dated as of February 14, 2000 by and
among the Registrant, Creative BioMolecules, Inc., Ontogeny, Inc. and
Reprogenesis, Inc. (Filed as Exhibit 2.1 to Creative's Current Report
on Form 8-K filed February 18, 2000 (File No. 0-19910)).
*3.1 Certificate of Incorporation of the Registrant.
*3.2 By-laws of the Registrant.
3.3 Restated Certificate of Incorporation of the Registrant.
*4 Form of Curis Common Stock Certificate.
*5 Opinion of Hale and Dorr LLP regarding legality of securities being
registered.
*8.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
regarding certain U.S. income tax aspects of the merger.
*8.2 Opinion of Foley, Hoag & Eliot LLP regarding certain U.S. income tax
aspects of the merger.
*8.3 Opinion of Baker Botts L.L.P. regarding certain U.S. income tax
aspects of the merger.
++*10.1 Master Restructuring Agreement, dated as of October 15, 1998, by and
between Creative and Stryker Corporation. (Filed as Exhibit 10.10 to
Creative's Annual Report on Form 10-K for the period ended December
31, 1998 (File No. 0-19910), and incorporated herein by reference.)
++*10.2 Asset Purchase Agreement, dated as of October 15, 1998, by and between
Creative and Stryker Corporation. (Filed as Exhibit 10.11 to
Creative's Annual Report on Form 10-K for the period ended December
31, 1998 (File No. 0-19910), and incorporated herein by reference.)
*10.3 Creative Irrevocable License Agreement dated November 20, 1998 by and
between Creative and Stryker Corporation. (Filed as Exhibit 10.7 to
Creative's Annual Report on Form 10-K for the period ended December
31, 1999 (File No. 0-19910), and incorporated herein by reference.)
*10.4 Stryker Irrevocable License Agreement dated November 20, 1998 by and
between the Registrant and Stryker Corporation. (Filed as Exhibit 10.8
to Creative's Annual Report on Form 10-K for the period ended December
31, 1999 (File No. 0-19910), and incorporated herein by reference.)
*10.5 Assignment from Creative to Stryker dated November 20, 1998. (Filed as
Exhibit 10.9 to Creative's Annual Report on Form 10-K for the period
ended December 31, 1999 (File No. 0-19910), and incorporated herein by
reference.)
*10.6 Standard Form Industrial Lease, dated as of October 24, 1988, as
amended September 17, 1991, by and between WRC Properties, Inc. and
Creative. (Filed as Exhibit 10.26 to Creative's Form S-1 Registration
Statement (Registration No. 33-42159), or amendments thereto, and
incorporated herein by reference.)
*10.7 Second Amendment, dated January 28, 1994, to Standard Form Industrial
Lease dated October 24, 1988, as amended September 17, 1991, by and
between Creative and WRC Properties, Inc. (Filed as Exhibit 10.15 to
Creative's Annual Report on Form 10-K for the period ended September
30, 1994 (File No. 0-19910), and incorporated herein by reference.)
</TABLE>
<PAGE>
EXHIBIT INDEX continued
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*10.8 Third Amendment, dated September 20, 1994, to Standard Form
Industrial Lease dated October 24, 1988, as amended September 17,
1991 and January 28, 1994, by and between Creative and WRC
Properties, Inc. (Filed as Exhibit 10.16 to Creative's Annual Report
on Form 10-K for the period ended September 30, 1994 (File No. 0-
19910), and incorporated herein by reference.)
*10.9 Fourth Amendment, dated April 10, 1997, to Standard Form Industrial
Lease dated October 24, 1988, as amended September 17, 1991, January
28, 1994 and September 20, 1994, by and between Creative and WRC
Properties, Inc. (Filed as Exhibit 10.53 to Creative's Quarterly
Report on Form 10-Q for the period ended June 30, 1997 (File No. 0-
19910), and incorporated herein by reference.)
*10.10 Partial Lease Termination Agreement and Amendment to Lease, dated
February 28, 1999, by and between Creative and W9/TIB Real Estate
Limited Partnership (as successor in interest to WRC Properties,
Inc.). (Filed as Exhibit 10.16 to Creative's Annual Report on Form
10-K for the period ended December 31, 1999 (File No. 0-19910), and
incorporated herein by reference.)
*10.11 Standard Form Industrial Lease, dated February 25, 1992, by and
between Creative and WRC Properties, Inc. (Filed as Exhibit 10.52 to
Creative's Form S-1 Registration Statement
(Registration No. 33-46200), or amendments thereto, and incorporated
herein by reference.)
*10.12 First Amendment, dated February 28, 1994, to Standard Form Industrial
Lease dated February 25, 1992 by and between Creative and WRC
Properties, Inc. (Filed as Exhibit 10.32 to Creative's Annual Report
on Form 10-K for the period ended September 30, 1995 (File
No. 0-19910), and incorporated herein by reference.)
*10.13 Second Amendment, dated September 20, 1994, to Standard Form
Industrial Lease dated February 25, 1992, as amended February 28,
1994, by and between Creative and WRC Properties, Inc. (Filed as
Exhibit 10.33 to Creative's Annual Report on Form 10-K for the period
ended September 30, 1995 (File No. 0-19910), and incorporated herein
by reference.)
*10.14 Third Amendment, dated April 10, 1997, to Standard Form Industrial
Lease dated February 25, 1992, as amended February 28, 1994 and
September 20, 1994, by and between Creative and WRC Properties, Inc.
(Filed as Exhibit 10.54 to Creative's Quarterly Report on Form 10-Q
for the period ended June 30, 1997 (File No. 0-19910), and
incorporated herein by reference.)
++*10.15 CBM Cross-License Agreement, dated as of November 26, 1993, by and
between Enzon, Inc. and Creative. (Filed as Exhibit 10.42 to
Creative's Quarterly Report on Form 10-Q for the period ended
December 31, 1993 (File No. 0-19910), and incorporated herein by
reference.)
++*10.16 Enzon Cross-License Agreement, dated as of November 26, 1993, by and
between Enzon, Inc. and Creative. (Filed as Exhibit 10.43 to
Creative's Quarterly Report on Form 10-Q for the period ended
December 31, 1993 (File No. 0-19910), and incorporated herein by
reference.)
++*10.17 Cross-License Agreement, dated as of July 15, 1996, by and between
Creative, Genetics Institute, Inc. and Stryker Corporation. (Filed as
Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period
ended September 30, 1996 of Genetics Institute, Inc. (File No. 0-
14587), filed with the Securities and Exchange Commission on November
6, 1996 and incorporated herein by reference.)
++*10.18 Research Collaboration and License Agreement, dated December 9, 1996,
by and between Creative and Biogen, Inc. (Filed as Exhibit 10.37 to
Creative's Annual Report on Form 10-K for the period ended December
31, 1996 (File No. 0-19910), and incorporated herein by reference.)
++*10.19 Amendment Agreement, dated December 30, 1998, by and between Creative
and Biogen, Inc. (Filed as Exhibit 10.38 to Creative's Annual Report
on Form 10-K for the period ended December 31, 1998 (File No. 0-
19910), and incorporated herein by reference.)
</TABLE>
<PAGE>
EXHIBIT INDEX continued
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*10.20 Restricted Stock Purchase Agreement, dated December 9, 1996, by and
between Creative and Biogen, Inc. (Filed as Exhibit 10.38 to
Creative's Annual Report on Form 10-K for the period ended
December 31, 1996 (File No. 0-19910), and incorporated herein by
reference.)
*10.21 Lease, dated June 16, 1997, by and between Creative and The Prudential
Insurance Company of America. (Filed as Exhibit 10.55 to Creative's
Quarterly Report on Form 10-Q for the period ended June 30, 1997 (File
No. 0-19910), and incorporated herein by reference.)
*10.22 First Amendment, dated August 10, 1998, to Lease dated April 10, 1997,
by and between Creative and The Prudential Insurance Company of
America. (Filed as Exhibit 10.56 to Creative's Quarterly Report on
Form 10-Q for the period ended September 30, 1998 (File No. 0-19910),
and incorporated herein by reference.)
*10.23 Master Lease Agreement, dated October 6, 1997, by and between Creative
and FINOVA Technology Finance, Inc. (Filed as Exhibit 10.38 to
Creative's Annual Report on Form 10-K for the period ended December
31, 1997 (File No. 0-19910), and incorporated herein by reference.)
*10.24 Employment Agreement, dated as of January 2, 1992, by and between
Charles Cohen, Ph.D. and Creative. (Filed as Exhibit 10.47 to
Creative's Form S-1 Registration Statement (Registration
No. 33-46200), or amendments thereto, and incorporated herein by
reference.)
*10.25 Employment Agreement, dated July 17, 1995, by and between Michael M.
Tarnow and Creative. (Filed as Exhibit 99.1 to Creative's Report on
Form 8-K for the August 31, 1995 Event (File No. 0-19910), and
incorporated herein by reference.)
*10.26 Employment Agreement, dated January 13, 1997, by and between Cheryl K.
Lawton and Creative. (Filed as Exhibit 10.50 to Creative's Quarterly
Report on Form 10-Q for the period ended March 31, 1997 (File No. 0-
19910), and incorporated herein by reference.)
*10.27 Employment Agreement, dated February 18, 1997, by and between Steven
L. Basta and Creative. (Filed as Exhibit 10.51 to Creative's Quarterly
Report on Form 10-Q for the period ended March 31, 1997 (File No. 0-
19910), and incorporated herein by reference.)
*10.28 Employment Agreement, dated September 17, 1997, by and between Carl M.
Cohen, Ph.D., and Creative. (Filed as Exhibit 10.53 to Creative's
Annual Report on Form 10-K for the period ended December 31, 1997
(File No. 0-19910), and incorporated herein by reference.)
*10.29 Form of Promissory Note dated February 8, 2000 by certain executive
officers of Creative to Creative (Filed as Exhibit 10.2 to Creative's
Quarterly Report on Form 10-Q for the period ended March 31, 2000
(File No. 0-19910), and incorporated herein by reference).
*10.30 Sublease dated March 15, 2000 by BP III Huntington Ave. LLC to
Creative (Filed as Exhibit 10.1 to Creative's Quarterly Report on Form
10-Q for the period ended March 31, 2000 (File No. 0-19910), and
incorporated herein by reference).
*10.31 Promissory Note dated March 13, 2000 by Dr. Daniel Omstead to
Reprogenesis.
+*10.32 License Agreement, dated November 30, 1997, by and between
Reprogenesis and the Regents of the University of Michigan, as amended
by the Amendment to License Agreement dated August 1999.
+*10.33 Amended and Restated License Agreement (Exclusive), dated July 1,
1996, by and between Reprogenesis and the Massachusetts Institute of
Technology, as amended by the First Amendment to Restated License
Agreement dated June 9, 1999.
+*10.34 Patent License Agreement (Exclusive), dated 10/30/96, by and between
Reprogenesis and the Massachusetts Institute of Technology.
+*10.35 Exclusive License Agreement, dated February 22, 2000, by and between
Reprogenesis and Children's Medical Center Corporation.
</TABLE>
<PAGE>
EXHIBIT INDEX continued
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*10.36 Lease, dated September 25, 1997, with respect to real property located
at 21 Erie Street, Cambridge, Massachusetts, as amended by the First
Amendment to Lease, dated October 1, 1998, by and between Reprogenesis
and 21 Erie Realty Trust.
*10.37 Termination and Release Agreement dated January 27, 1999, by and
between Reprogenesis and American Medical Systems, Inc.
*10.38 Financial Assistance Award (Development of Perivascular Endothelial
Cell Implants), dated November 1, 1999, by and between Reprogenesis
and the National Institute of Standards and Technology, Advanced
Technology Program.
*10.39 Stock Subscription Warrant dated July 2, 1998, by and between
Reprogenesis and TBCC Funding Trust II.
+*10.40 Amended and Restated Research and Commercialization Agreement, dated
November 30, 1998, as amended by letter dated December 18, 1998, by
and between Ontogeny and Biogen, Inc.
*10.41 Employment Agreement, dated as of June 17, 1996, by and between
Ontogeny and Doros Platika, M.D.
*10.42 Lease, dated as of November 16, 1995 as amended, by and between
Ontogeny and Moulton Realty Corp.
+*10.43 License Agreement, dated as of February 12, 1996, by and between
Ontogeny and Leland Stanford Junior University.
+*10.44 License Agreement, dated as of September 26, 1996 and amended January
15, 1997, by and among Ontogeny, The Johns Hopkins University and
University of Washington School of Medicine.
+*10.45 License Agreement, dated as of January 1, 1995, and as amended July
19, 1995 and August 30, 1996, by and between Ontogeny and The Trustees
of Columbia University in the City of New York.
+*10.46 License Agreement, dated as of February 9, 1995 and as amended, by and
between Ontogeny and the President and Fellows of Harvard University.
*10.47 Third Amended and Restated Registration Rights and Right of First
Refusal Agreement, dated as of October 31, 1998, by and among Ontogeny
and the holders of the Senior Preferred Stock.
*10.48 Registration Rights Agreement, dated as of July 1, 1996, by and
between Ontogeny and Biogen, Inc. and First Amendment, dated as of
November 30, 1998.
*10.49 Registration Rights Agreement, dated as of September 26, 1996, by and
between Ontogeny and Corange International Limited (now, Roche).
*10.50 Scientific Advisor and Consulting Agreement by and between Ontogeny
and Douglas A. Melton, dated August 1, 1994 and amended November 12,
1997 and January 22, 2000.
*10.51 Stock Restriction Agreement by and between Ontogeny and George A.
Eldridge, dated as of May 10, 1996.
*10.52 Stock Restriction Agreement by and between Ontogeny and Doros Platika,
dated as of July 25, 1996.
*10.53 Warrant Agreement, dated as of November 2, 1994, by and between
Ontogeny and Comdisco, Inc.
*10.54 Warrant Agreement, dated as of January 29, 1996, by and between
Ontogeny and Lighthouse Capital Partners, L.P.
*10.55 Warrant Agreement, dated as of December 8, 1997, by and between
Ontogeny and Comdisco, Inc.
*10.56 Warrant Agreement, dated as of October 1, 1997, by and between
Ontogeny and Lighthouse Capital Partners, L.P.
</TABLE>
<PAGE>
EXHIBIT INDEX continued
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*10.57 Stock Subscription Warrant, dated as of November 21, 1997, by and
between Ontogeny and mmc Ventures to purchase 1,350 shares of Common
Stock.
*10.58 Warrant Agreement, dated as of November 21, 1997, by and between
Ontogeny and TransAmerica Business Credit Corporation.
*10.59 Warrant Agreement, dated as of September 1, 1999, by and between
Ontogeny and Comdisco, Inc.
*10.60 Stock Subscription Warrant, dated as of November 15, 1999, by and
between Ontogeny and Transamerica Business Credit Corp.
*10.61 Warrant Agreement, dated as of December 17, 1999, by and between
Ontogeny and Lighthouse Capital Partners, L.P.
+*10.62 Research Collaboration and Option Agreement by and between Ontogeny
and Becton, Dickinson and Company, dated January 13, 1999.
*10.63 Secured Promissory Note dated June 17, 1996 by and between Ontogeny
and Dr. Platika in the original principal amount of $500,000, First
Amendment to Secured Promissory Note dated as of August 31, 1998 and
Second Amendment to Secured Promissory Note dated as of December 15,
1999.
*10.64 Pledge Agreement dated June 17, 1996 by and between Ontogeny, Inc. and
Dr. Platika.
+*10.65 Exclusive License Agreement, dated as of November 2, 1998, by and
among Ontogeny and the Board of Trustees of Leland Stanford Junior
University and Johns Hopkins University.
+*10.66 License Agreement, dated as of November 20, 1997, by and between
Ontogeny and the Board of Trustees of Leland Stanford Junior
University.
+*10.67 License Agreement, dated as of November 30, 1998, by and between
Ontogeny and the Board of Trustees of Leland Stanford Junior
University.
+*10.68 License Agreement, dated as of June 13, 1996, by and between Ontogeny
and the President and Fellows of Harvard College.
+*10.69 License Agreement, dated as of February 1, 1997, by and between
Ontogeny and the President and Fellows of Harvard College.
*10.70 Mortgage dated December 15, 1999 by and between Doros Platika and
Patricia C. Platika and Ontogeny, Inc.
*10.71 Curis, Inc. 2000 Stock Incentive Plan.
*10.72 Curis, Inc. 2000 Director Stock Option Plan.
*10.73 Curis, Inc. 2000 Employee Stock Purchase Plan.
*23.1 Consent of Hale and Dorr LLP (included as part of its opinion filed as
Exhibit 5 and incorporated herein by reference).
*23.2 Consent of Arthur Andersen LLP.
*23.3 Consent of Deloitte & Touche LLP.
*23.4 Consent of PricewaterhouseCoopers LLP.
*23.5 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included as part of its opinion filed as Exhibit 8.1 and incorporated
herein by reference).
*23.6 Consent of Foley, Hoag & Eliot LLP (included as part of its opinion
filed as Exhibit 8.2 and incorporated herein by reference).
</TABLE>
<PAGE>
EXHIBIT INDEX continued
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*23.7 Consent of Baker Botts L.L.P. (included as part of its opinion filed
as Exhibit 8.3 and incorporated herein by reference).
*23.8 Consent of Chase Securities Inc.
*23.9 Consent of SG Cowen Securities Corporation.
*24 Power of Attorney (included on the signature page of this Form S-4 and
incorporated herein by reference).
*27.1 Reprogenesis, Inc. Financial Data Schedule.
*27.2 Creative BioMolecules, Inc. Financial Data Schedule (Filed as Exhibit
27 to Creative's Annual Report on Form 10-K for the period ended
December 31, 1999).
*27.3 Ontogeny, Inc. Financial Data Schedule.
*99.1 Form of Proxy of Creative BioMolecules, Inc.
*99.2 Form of Proxy of Ontogeny, Inc.
*99.3 Form of Proxy of Reprogenesis, Inc.
</TABLE>
--------
* Previously filed.
++ Confidential treatment has been granted as to certain portions of this
Exhibit.
+ Confidential treatment requested as to certain portions of this Exhibit.
Registrant hereby agrees to furnish supplementally any schedules that have been
omitted from this Exhibit to the Securities and Exchange Commission upon its
request.
