ORGANOGENESIS INC, S-3/A, 1995-07-05

ORGANOGENESIS INC
S-3/A, 1995-07-05
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 5, 1995

REGISTRATION NO. 33-60381

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

PRE-EFFECTIVE
-------------

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

ORGANOGENESIS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------

<TABLE>
<S> <C>
DELAWARE 04-2871690
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>

------------------------

150 DAN ROAD, CANTON, MASSACHUSETTS 02021
(617) 575-0775
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

HERBERT M. STEIN, CHIEF EXECUTIVE OFFICER
ORGANOGENESIS INC.
150 DAN ROAD, CANTON, MASSACHUSETTS 02021
(617) 575-0775
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------

COPY TO:
STEVEN D. SINGER, ESQ.
HALE AND DORR
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date hereof.
------------------------

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: / /

If this form is registering additional securities pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: 33- / /

If this form is a post-effective amendment filed pursuant to Rule 462(c)
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: 33- / /

If delivery of the prospectus is expected to be made pursuant Rule 434,
please check the following box: / /

<TABLE>
CALCULATION OF REGISTRATION FEE

<S> <C> <C> <C> <C>
========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT OFFERING PRICE REGISTRATION FEE
========================================================================================================================
Units (each consisting of five shares of
Common Stock, $.01 par value, and one
Redeemable Common Stock Purchase
Warrant, initially entitling the holder
to purchase one share of Common Stock..... 230,000 Units $71.56(1) $16,459,375(1) $5,675.65
- ------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, $.01 par value,
underlying Common Stock Purchase
Warrants.................................. 230,000 shares(2) $21.47(1) $4,938,100(1) $1,702.80
- ------------------------------------------------------------------------------------------------------------------------

Adjustment Warrants(3)...................... 1,150,000 warrants $14.3125 $16,459,375 $5,675.65
- ------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, $.01 par value,
underlying the Adjustment Warrants........ 1,150,000 shares $14.3125 $16,459,375 $5,675.65
- ------------------------------------------------------------------------------------------------------------------------
Total....................................... $18,729.75(4)

========================================================================================================================

<FN>

(1) Estimated for purposes of calculating registration fee pursuant to Rule
457(c) of the Securities Act of 1933, as amended, on the basis of the
average of the high and low sales prices of the Registrant's Common Stock on
June 29, 1995 ($14.3125).

(2) Includes 230,000 shares of Common Stock underlying the Redeemable Common
Stock Purchase Warrants and, pursuant to Rule 416, an additional
indeterminable number of shares of Common Stock which may become issuable by
virtue of certain adjustment provisions of the Warrants, assuming a per
share exercise price of 50% over the average of the high and low sales
prices of the Registrant's Common Stock on June 29, 1995.

(3) Calculated pursuant to Rule 457(g).

(4) $5,407.10 of this fee was previously paid.

========================================================================================================================
</TABLE>

<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

PROSPECTUS (SUBJECT TO COMPLETION)

ISSUED JULY , 1995

[LOGO]

200,000 UNITS

ORGANOGENESIS INC.

EACH UNIT CONSISTING OF FIVE SHARES OF COMMON STOCK AND

ONE REDEEMABLE COMMON STOCK PURCHASE WARRANT, SUBJECT TO ADJUSTMENT

------------------------

Each Unit consists of five shares of Common Stock, par value $.01 per share
("Common Stock"), and, except as described below, one Redeemable Common Stock
Purchase Warrant ("Unit Warrant") of Organogenesis Inc. (the "Company"). Each
Unit Warrant entitles the holder to purchase one share of Common Stock at a
price (the "Warrant Exercise Price") of $ per share (expected to be
equal to 150% of the lower of the Initial Purchase Price or the Adjustment
Price, as such terms are defined below), at any time through ,
2000, when the Unit Warrants expire. The Unit Warrants are non-transferable and,
subject to certain exceptions, may be redeemed by the Company at any time after
, 1997 upon 30 days written notice at a price of $.01 per Unit Warrant, if
the average last sale prices of the Common Stock (as reported by the American
Stock Exchange) exceeds $ per share (expected to be equal to 150% of the
Warrant Exercise Price) for any period of thirty (30) consecutive trading days
ending within thirty (30) days of the notice of redemption. See "Description of
Warrants." The Units are immediately separable into shares of Common Stock and
Unit Warrants, and the shares of Common Stock will be separately transferable.

The Company reserves the right to issue up to an additional 30,000 Units to
investors in this offering. Unless noted, all information provided in this
Prospectus assumes no sale of such additional Units.

The Unit Warrant included in each Unit is subject to adjustment in the event
that the Adjustment Price exceeds the Initial Purchase Price by an amount equal
to or greater than $2.00 per share, in which event each Unit shall include a
Unit Warrant to purchase one-half share of Common Stock instead of one share of
Common Stock. As used in this Prospectus, the term "Adjustment Price" means an
amount equal to 97% of the average of the daily volume weighted average trade
price (as reported by Bloomberg Financial Markets News and rounded to three
decimal places) for the Company's Common Stock during a period beginning on the
day after an investment agreement is signed and ending 20 business days later
and the term "Initial Purchase Price" means the Per Unit Price to the Public set
forth in the table below divided by five (5).

In addition, in the event that the Adjustment Price is lower than the
Initial Purchase Price, the Company will issue a number of Common Stock
Adjustment Purchase Warrants (the "Adjustment Warrants") to each investor equal
to the Initial Purchase Price less the Adjustment Price multiplied by the number
of shares of Common Stock included in the Units purchased by such investor, and
divided by the Adjustment Price. The exercise price of the Adjustment Warrants
will be $.01 per share of Common Stock and the Warrants will be exercisable by
the holder thereof for a period beginning 65 days from the date that the holder
gives notice to the Company and ending 155 days after such notice and will
expire at the end of this period. The Adjustment Warrants will expire on the
third anniversary of their issuance if they have not previously expired.

This Prospectus also relates to the issuance by the Company of Common Stock
issuable upon the exercise of the Unit Warrants and the Adjustment Warrants.

The Units offered hereby are being sold by the Company and the Common Stock
included in the Units and the Common Stock issuable on exercise of the Unit
Warrants and the Adjustment Warrants will be issued by the Company. See "Plan of
Distribution." The final price of the Units and the exercise price of the Common
Stock underlying the Unit Warrants will be determined by negotiations between
the Company and prospective purchasers of the Units. The Common Stock of the
Company is listed on the American Stock Exchange under the symbol "ORG". On June
28, 1995, the last reported sale price for the Common Stock as reported by the
American Stock Exchange was $14 1/2. See "Common Stock Price Range."

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS.

------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
======================================================================================================
PRICE TO PUBLIC(2) PROCEEDS TO COMPANY(3)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Per Unit(1)................................... $ $
- ------------------------------------------------------------------------------------------------------
Total(2)...................................... $ $
======================================================================================================

<FN>

(1) Before deduction of expenses payable by the Company in connection with the
offering estimated at $150,000. Does not include proceeds payable to the
Company upon the exercise of the Unit Warrants.

(2) The final price of the Units and the exercise price of the Common Stock
underlying the Unit Warrants will be determined by negotiations between the
Company and prospective purchasers of the Units.

(3) Does not include proceeds, if any, to be derived from the sale of up to an
additional 30,000 Units in this offering.

</TABLE>
------------------------

The Units offered hereby are offered directly by the Company. The Company
has not fixed a minimum number of Units to be sold in this offering and funds
received by the Company on the sale of less than all of the Units offered hereby
will not be placed in an escrow, trust or similar arrangement. It is expected
that delivery of certificates representing the shares of Common Stock and
Warrant Agreements for the Unit Warrants included in the Units will be made
against payment for the Units in Boston, Massachusetts on or about
, 1995.

THE DATE OF THIS PROSPECTUS IS , 1995.
<PAGE> 3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated herein by reference: (1) the description of the Company's capital
stock contained in Organogenesis' Registration Statement on Form 8-A filed on
April 7, 1988; (2) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994; and (3) the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995.

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date hereof and prior to the termination
of the offering of the Units registered hereby shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). Requests for such copies should
be directed to Organogenesis Inc., Curtis W. Rodenhouse, Chief Financial
Officer, 150 Dan Road, Canton, Massachusetts 02021; telephone (617) 575-0775.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 and at the Commission's regional offices located at 7 World Trade Center,
Suite 1300, New York, New York 10048, and at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials also
may be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common Stock of
the Company is traded on the American Stock Exchange. Reports and other
information concerning the Company may be inspected at the offices of the
American Stock Exchange, 86 Trinity Place, New York, NY 10006-1181.

The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Units offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto, as certain items are omitted in accordance with the rules and
regulations of the Commission. For further information pertaining to the Company
and the Units offered hereby, reference is made to such Registration Statement
and the exhibits and schedules thereto, which may be inspected without charge at
the office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and copies of which may be obtained from the Commission at prescribed rates.

2
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information, including "Risk Factors," appearing elsewhere in this Prospectus or
incorporated herein by reference. As used herein, "Organogenesis" or the
"Company" refers to Organogenesis Inc. and its subsidiaries.

THE COMPANY

Organogenesis designs, develops and manufactures innovative medical
therapeutics using living human cells and natural connective tissue components.
Organogenesis was the first company founded to develop and commercialize
therapies based on innovations in tissue engineering, a relatively new
discipline focused on developing specialized biomaterials and cellular
constructs to assist, repair, regenerate, or replace diseased or damaged tissue.
An understanding of the biology of cells, the structure and function of the
extracellular matrix, and the critical interactions between the two is needed to
fully exploit the potential of tissue engineering. The Company's leadership in
combining theses technologies has resulted in a wide variety of product
opportunities, including GRAFTSKIN, the Company's full-thickness skin
replacement product, which has completed enrollment of over 500 patients in
pivotal clinical trials.

The Company is developing its technology in the following areas: wound
care, cardiovascular, general surgery, urology and orthopedics. GRAFTSKIN is
intended to provide immediate wound closure while effectively promoting the
establishment of new skin tissue. GRAFTSKIN is currently in clinical trials for
chronic venous ulcers, wounds resulting from dermatological surgery, and burns.
Interim results appear to demonstrate GRAFTSKIN's safety, effectiveness over
standard care, improvement in patient quality of life, and excellent cosmetic
results. On June 5, 1995, the Company announced that it had received notice from
the U.S. Food and Drug Administration (the "FDA") that its GRAFTSKIN Premarket
Approval ("PMA") application to be submitted will receive expedited review. The
Company expects to submit a PMA application for GRAFTSKIN to the FDA during
1995.

Other product candidates which are intended to enable the recipient's (or
host's) body to form a fully functional replacement for diseased or damaged
tissue are in various stages of preclinical development. These products, such as
the GRAFTARTERY small diameter vascular graft, are being developed as
"off-the-shelf" repair or replacement material for applications where no graft
material is currently available, or where an "off-the-shelf" implant would
obviate the need to obtain autologous repair material (material from another
part of the host's body). The Company's product candidates are intended to
provide highly efficacious, cost-effective treatment for poorly managed diseases
and disorders.

Scientists at Organogenesis have expertise in a broad range of disciplines,
including cell biology, immunology, tissue cryopreservation, matrix
biochemistry, and vascular biology. In addition to the Company's core scientific
expertise, the Company has established capabilities in process development and
manufacturing, preclinical testing, clinical development, and regulatory
affairs.

Organogenesis' strategy is to form collaborations with larger
pharmaceutical and medical device companies with strategic interests in the
Company's product development areas, in exchange for marketing rights to the
Company's products. The Company has entered into such collaborations with Biomet
Inc. for the development of orthopedic implants, with Toyobo Ltd. for the
Company's in vitro testing kits in Japan, and has signed a letter of intent with
SCIMED Life Systems Inc. to enter into an agreement to collaboratively develop
and commercialize collagen-coated endovascular stents. As a result of the merger
between SCIMED and Boston Scientific Corporation, SCIMED management is analyzing
the collaborative program with the Company, and there can be no assurance that
the Company and SCIMED will enter into a definitive agreement.

The Company was organized as a Delaware corporation in 1985. The Company's
executive offices are located at 150 Dan Road, Canton, Massachusetts 02021 and
its telephone number is (617) 575-0775.

3
<PAGE> 5

THE OFFERING

<TABLE>
<S> <C>
Securities Offered....... 200,000 Units, each consisting of five shares of Common Stock and
one Unit Warrant. Each Unit Warrant initially entitles the holder
to purchase one share of Common Stock at a price of $
(expected to be equal to 150% of the lower of the Initial Purchase
Price and the Adjustment Price at any time prior to ,
2000, when the Unit Warrants expire. The Unit Warrant included in
each Unit is subject to adjustment in the event that the
Adjustment Price exceeds the Initial Purchase Price by an amount
equal to or greater than $2.00 per share, in which event each Unit
shall include a Unit Warrant to purchase one-half of a share of
Common Stock instead of one share of Common Stock. The Unit
Warrants are nontransferable and, subject to certain exceptions,
may be redeemed by the Company at any time after ,
1997 upon 30 days written notice at a price of $.01 per Warrant if
the average of the last sale prices of the Common Stock (as
reported by the American Stock Exchange) exceeds $ per share
(expected to be equal to 150% of the Warrant Exercise Price) for
any period of thirty (30) consecutive trading days ending within
thirty days of the notice of redemption. The shares of Common
Stock issuable upon the exercise of the Unit Warrants are issuable
upon the Company's receipt of a subscription form executed by the
holder of the Unit Warrants, and the payment to the Company of the
aggregate exercise price of the shares of Common Stock purchased.
In addition, in the event that the Adjustment Price is lower than
the Initial Purchase Price, the Company will issue a number of
Adjustment Warrants to each investor equal to the Initial Purchase
Price less the Adjustment Price multiplied by the number of shares
of Common Stock included in the Units purchased by such investor,
and divided by the Adjustment Price. The exercise price of the
Adjustment Warrants will be $.01 per share of Common Stock and the
Warrants will be exercisable by the holder thereof for a period
beginning 65 days from the date that the holder gives notice to
the Company and ending 155 days after such notice and will expire
at the end of this period. The Adjustment Warrants will expire on
the third anniversary of their issuance if they have not
previously expired. See "Description of Warrants."
Common Stock Outstanding
after the Offering..... 10,379,278 shares (1)(2).
Use of Proceeds.......... Preclinical and clinical programs, product research and
development, working capital and general corporate purposes.
American Stock Exchange
Symbol................. ORG
</TABLE>

<TABLE>

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
---------------------------------------------------- ------------------
1990 1991 1992 1993 1994 1994 1995
------- ------- ------- ------- -------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Contract revenues.................. $ 2,934 $ 3,244 $ 2,735 $ 375 $ 336 $ 66 $ 17
Product sales...................... 221 555 508 72 0 0 0
Interest income.................... 441 381 1,729 1,146 660 176 139
------- ------- ------- ------- -------- ------- -------
3,596 4,180 4,972 1,593 996 242 156
------- ------- ------- ------- -------- ------- -------

Cost and expenses:
Research and development........... 6,450 6,144 6,949 8,117 8,573 1,922 2,304
Cost of product sales.............. 99 250 270 65 0 0 0
Marketing, general and
administrative................... 3,171 3,604 3,983 3,347 2,864 686 798
------- ------- ------- ------- -------- ------- -------
9,720 9,998 11,202 11,529 11,437 2,608 3,102
------- ------- ------- ------- -------- ------- -------
Net loss........................... $(6,124) $(5,818) $(6,230) $(9,936) $(10,441) $(2,366) $(2,946)
Net loss per common share.......... $ (0.88) $ (0.78) $ (0.69) $ (1.09) $ (1.14) $ (.26) $ (.31)
</TABLE>

4
<PAGE> 6

<TABLE>
<CAPTION>
MARCH 31, 1995
--------------------------
ACTUAL AS ADJUSTED(3)
------- --------------
<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and marketable securities............................. $ 6,028 $19,058
Working capital.............................................................. 5,701 18,731
Total assets................................................................. 12,206 25,236
Long term liabilities........................................................ 161 161
Total stockholders' equity................................................... 11,074 24,104

<FN>
- ---------------

(1) Does not include shares of Common Stock issuable upon the exercise of
Adjustment Warrants which may be issued to purchase up to an aggregate of
1,000,000 shares of Common Stock at an exercise price of $.01 per share.

(2) Based on the number of shares outstanding at June 28, 1995. Excludes 200,000
shares of Common Stock reserved for issuance upon the exercise of the Unit
Warrants, 1,000,000 shares of Common Stock reserved for issuance upon the
exercise of the Adjustment Warrants and 1,839,400 shares of Common Stock
reserved for issuance pursuant to stock options outstanding on June 15, 1995
at a weighted average exercise price of $10.14 per share, of which options
to purchase 806,410 shares were exercisable. Also excludes 187,500 shares of
Common Stock reserved for issuance pursuant to other warrants to purchase
Common Stock outstanding on June 28, 1995 at a weighted average exercise
price of $27.04.

(3) Adjusted to reflect the sale by the Company of 200,000 Units offered hereby
(assuming no exercise of the Unit Warrants or the Adjustment Warrants) at an
assumed public offering price of $65.90 per Unit (based on the average
closing price of the Company's Common Stock on the American Stock Exchange
for the 60 trading days ending on June 28, 1995) and after deducting
estimated offering expenses. See "Use of Proceeds."

</TABLE>

5
<PAGE> 7

RISK FACTORS

In evaluating the Company's business, prospective investors should
carefully consider the following factors, in addition to the other information
contained in this Prospectus.

UNCERTAINTY OF SUCCESSFUL COMMERCIALIZATION

The Company has not begun to market or generate revenues from the
commercialization of products. The products under development by the Company
will require significant additional research and development efforts, including
extensive clinical testing and regulatory approval, prior to commercial use. The
Company's potential products are subject to the risks of failure inherent in the
development of pharmaceutical products based on new technologies. These risks
include the possibilities that the Company's therapeutic approach will not be
successful; that any or all of the Company's potential products will be found to
be unsafe, ineffective, toxic or otherwise fail to meet applicable regulatory
standards or receive necessary regulatory clearances; that the potential
products, if safe and effective, will be difficult to develop into commercially
viable products, to manufacture on a large scale, be uneconomical to market, or
fail to obtain acceptance by the medical community; that proprietary rights of
third parties will preclude the Company from marketing such products; or that
third parties will market superior or equivalent products.

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FUNDING

The Company will require substantial additional funds in order to continue
its research and development programs, preclinical and clinical testing of its
product candidates and to conduct full scale manufacturing and marketing of any
pharmaceutical products that may be developed. The Company's capital
requirements depend on numerous factors, including but not limited to the
progress of its research and development programs, the progress of preclinical
and clinical testing, the time and costs involved in obtaining regulatory
approvals, the cost of filing, prosecuting, defending and enforcing any patent
claims and other intellectual property rights, competing technological and
market developments, changes in the Company's existing research relationships,
the ability of the Company to establish collaborative arrangements, the
development of commercialization activities and arrangements, and the purchase
of additional facilities and capital equipment. Based upon its current plans,
the Company believes that the net proceeds (assuming net proceeds of at least
$13 million) of this offering, together with existing capital resources and
income earned on investment capital will be sufficient to fund its operations at
least through the third quarter of 1996. There can be no assurance, however,
that changes in the Company's research and development plans or other events
affecting the Company's operations will not result in accelerated or unexpected
expenditures.

Thereafter, the Company will need to raise substantial additional capital
to fund its operations. The Company intends to seek such additional funding
through public or private financings or collaborative or other arrangements with
corporate partners. If additional funds are raised by issuing equity securities,
further dilution to existing stockholders will result and future investors may
be granted rights superior to those of existing stockholders. There can be no
assurance, however, that additional financing will be available from any of
these sources, or if available, will be available on acceptable or affordable
terms. If adequate funds are not available, the Company may be required to
delay, reduce the scope of or eliminate one or more of its research and
development programs or to obtain funds through entering into arrangements with
collaborative partners or others that may require the Company to issue
additional equity or to relinquish rights to certain technologies or product
candidates that the Company would not otherwise issue or relinquish.

HISTORY OF LOSSES AND ACCUMULATED DEFICIT

The Company experienced net losses of $6.2 million, $9.9 million and $10.4
million for the years ended December 31, 1992, 1993 and 1994, respectively. The
Company's accumulated deficit at March 31, 1995 was $49.9 million. The Company
expects to incur additional losses as its research, development and clinical
trial programs continue to expand. The Company's ability to achieve a profitable
level of operations is dependent on successfully completing the development of
its products, obtaining required regulatory approvals, and manufacturing of its
products. Accordingly, the extent of future losses and the time required to
achieve profitability is highly uncertain. There can be no assurance that the
Company will achieve a profitable level of operations.

6
<PAGE> 8

RETENTION OF KEY PERSONNEL

Because of the specialized nature of the Company's business, the Company's
success will depend, in large part, on its continued ability to attract and
retain highly qualified scientific and business personnel and on its ability to
develop and maintain relationships with leading research institutions. The
competition for those relationships and for experienced scientists and
management personnel that exists among the numerous biotechnology,
pharmaceutical and healthcare companies, universities and nonprofit research
institutions is intense.

PATENTS AND PROPRIETARY TECHNOLOGY

The Company's success will depend, in part, upon its ability to develop
patentable products and technologies and obtain patent protection for its
products and technologies both in the United States and other countries. There
can be no assurance that patent applications owned or licensed by the Company
will issue as patents, that patent protection will be secured for any particular
technology, or that, if issued, such patents will be valid or that they will
provide the Company with meaningful protection against competitors or with a
competitive advantage. There can be no assurance that patents will not be
challenged or designed around by others. The Company could incur substantial
costs in proceedings before the United States Patent Office, including
interference proceedings. These proceedings could also result in adverse
decisions as to the patentability of the Company's licensed or assigned
inventions. Further, there can be no assurance that the Company will not
infringe upon prior or future patents owned by others, that the Company will not
need to acquire licenses under patents belonging to others for technology
potentially useful or necessary to the Company, or that such licenses will be
available to the Company, if at all, on terms acceptable to the Company.
Moreover, there can be no assurance that any patent issued to or licensed by the
Company will not be infringed by others. Lastly, there can be no assurance that
third parties will not bring suit against the Company for patent infringement or
for declaratory judgment to have the patents owned or licensed by the Company
declared invalid. The Company also relies on trade secrets and other unpatented
proprietary technology. No assurance can be given that the Company can
meaningfully protect its rights in such unpatented technology or that others
will not independently develop substantially equivalent products and processes
or otherwise gain access to the Company's technology.

The Company seeks to protect its trade secrets and proprietary know-how, in
part, through confidentiality agreements with its employees, consultants,
advisors and collaborators. There can be no assurance that these agreements will
not be violated by the other parties, that the Company will have adequate
remedies for any breach, or that the Company's trade secrets will not otherwise
become known or be independently developed by competitors. The Company has
relationships with a number of academic consultants who are employed by
organizations other than the Company. Accordingly, the Company has limited
control over their activities and can expect only limited amounts of their time
to be dedicated to the Company's activities. These persons may have consulting,
employment or advisory arrangements with other entities that may conflict with
or compete with their obligations to the Company. Consultants generally sign
agreements which provide for confidentiality of the Company's proprietary
information and results of studies. However, there can be no assurance that the
Company will, in connection with every relationship, be able to maintain the
confidentiality of the Company's technology, dissemination of which could have a
materially adverse effect on the Company's business. To the extent that the
Company's scientific consultants develop inventions or processes independently
that may be applicable to the Company's proposed products, disputes may arise as
to the ownership of the proprietary rights to such information. Such inventions
or processes will not necessarily become the property of the Company, but may
remain the property of such persons or their full-time employers. The Company
could be required to make payments to the owners of such inventions or
processes, either in the form of cash, equity or a combination thereof. In
addition, protracted and costly litigation may be necessary to enforce and
determine the scope and validity of the Company's proprietary rights.

COMPETITION

7
<PAGE> 9

develop competitive products for the treatment of skin wounds and organ
equivalent products. Competition from these companies and others is intense and
is expected to increase. Many of these companies have substantially greater
capital resources, research and development staffs, facilities and experience in
the marketing and distribution of products than the Company. In addition,
competitive companies are working on alternate approaches to many of the
diseases targeted by the Company.

The Company is currently aware of other companies which have or are
planning to commercialize products intended to serve as skin replacements, in
addition to several companies that concentrate on skin repair devices. The
Company's principal competitors in the wound care products market include
Johnson & Johnson, Kendall, Smith & Nephew, Advanced Tissue Sciences and Genzyme
Tissue Repair. The Company believes that its competitive position will be based
on its ability to create and maintain scientifically advanced technology and
proprietary products and processes, obtain required government approvals on a
timely basis, manufacture its products on a cost-effective basis and
successfully market its products. There can be no assurance that the Company's
products under development will be able to compete successfully with existing
products or products under development by other companies, universities and
other institutions or that they will attain regulatory approval in the United
States or elsewhere.

MANUFACTURING AND SOURCES OF SUPPLY

The Company manufactures GRAFTSKIN for use in its clinical trials at its
Canton, Massachusetts facility and intends to manufacture GRAFTSKIN for its
commercial sale at the facility. Among the fundamental raw materials needed to
fabricate GRAFTSKIN is a small number of keratinocytes and fibroblasts. In order
for products of the Company made with these initial cells to be used as a
replacement for human skin, it is critical that the cells be disease-free. The
Company has experienced no difficulty obtaining cells, and has established a
mechanism for obtaining screened cells from donors certified by blood testing to
be free of the "HIV" or "AIDS" virus and other pathogens.

The major additional material required to produce the Company's products is
collagen, a protein ordinarily obtained from cows or pigs by commercial
suppliers. The Company determined that collagen provided by the usual commercial
sources is not suitable for the Company's purposes. Accordingly, the Company has
developed a proprietary method of producing its own collagen. This process
yields collagen which the Company believes is superior in quality and strength
to collagen available from commercial sources and which provides the Company
with a continuous, high-quality source of supply.

The other raw materials required in the production of the Company's
products are primarily chemical nutrients, which are readily available from a
number of commercial sources.

The process of manufacturing the Company's products is complex, requiring
strict adherence to manufacturing protocols. Organogenesis is producing
GRAFTSKIN on a pilot-scale adherence to manufacturing protocols. Organogenesis
is producing GRAFTSKIN on a pilot-scale basis in quantities sufficient to meet
its clinical testing needs, and the Company believes that it can produce
increased quantities as needed. However, the transition from pilot-scale
manufacturing to large-scale production of the Company's products is difficult,
and there can be no assurance that the Company will be able to make this
transition successfully. As the Company undertakes the manufacture of additional
products on a commercial basis, the Company will be required to construct a
manufacturing facility in compliance with Good Manufacturing Practices
requirements.

GOVERNMENT REGULATION

The Company's present and proposed activities are subject to government
regulation in the United States and other countries. In order to clinically
test, produce and market medical devices for human use, the Company must satisfy
mandatory procedures and safety and efficacy requirements established by the FDA
and comparable state and foreign regulatory agencies. Typically, such rules
require that products be approved by the government agency as safe and effective
for their intended use prior to being marketed. The approval process is
expensive, time-consuming and subject to unanticipated delays, and no assurance
can be given that any agency will grant its approval.

8
<PAGE> 10

Testing is necessary to determine safety and efficacy before a submission
may be filed with the FDA to obtain authorization to market regulated products.
In addition, the FDA imposes various requirements on manufacturers and sellers
of products under its jurisdiction, such as labeling, good manufacturing
practices, record keeping and reporting requirements. The FDA also may require
post-marketing testing and surveillance programs to monitor a product's effects.

If the Company develops any product to a point where FDA authorization
becomes required, there can be no assurance that the appropriate authorization
will be granted, that the process to obtain such authorization will not be
excessively expensive or lengthy, or that the Company will have sufficient funds
to pursue such approvals. Moreover, the failure to receive requisite
authorization for the Company's products or processes when and if developed or
significant delays in obtaining such authorization would prevent the Company
from commercializing its products as anticipated and may have a materially
adverse effect on the business of the Company.

Additional government regulation may be established that could prevent or
delay regulatory approval of the Company's product candidates. Delays in
obtaining regulatory approvals would adversely affect the marketing of any
products developed by the Company and the Company's ability to receive product
revenues or royalties. If regulatory approval of a potential product is granted,
such approval may include significant limitations on the indicated uses for
which such product may be marketed.

Even if initial regulatory approvals for the Company's product candidates
are obtained, the Company, its products and its manufacturing facilities are
subject to continual review and periodic inspection. The regulatory standards
for manufacturing are applied stringently by the FDA. Discovery of previously
unknown problems with a product, manufacturer or facility may result in
restrictions on such product or manufacturer or facility, including warning
letters, fines, suspensions of regulatory approvals, product recalls, operating
restrictions, delays in obtaining new product approvals, withdrawal of the
product from the market, and criminal prosecution. Other violations of FDA
requirements can result in similar penalties.

PRODUCT LIABILITY AND AVAILABILITY OF INSURANCE

The Company's business exposes it to potential liability risks that are
inherent in the testing, manufacturing and marketing of medical products. The
use of the Company's product candidates in clinical trials may expose the
Company to product liability claims and possible adverse publicity. These risks
also exist with respect to the Company's product candidates, if any, that
receive regulatory approval for commercial sale. The Company currently has
limited product liability coverage for the clinical research use of its product
candidates. The Company does not have product liability insurance for the
commercial sale of its product candidates but intends to obtain such coverage if
and when its products are commercialized. However, there can be no assurance
that the Company will be able to obtain additional insurance coverage at
acceptable costs, if at all, or that a product liability claim would not
materially adversely affect the business or financial condition of the Company.

HAZARDOUS MATERIALS

Medical and biopharmaceutical research and development involves the
controlled use of hazardous materials, such as various radioactive compounds.
The Company is subject to federal, state and local laws and regulations
governing the use, manufacture, storage, handling and disposal of such materials
and certain waste products. Although the Company believes that its safety
procedures for handling and disposing of such materials comply with the
standards prescribed by state and federal regulations, the risk of accidental
contamination or injury from those materials cannot be completely eliminated. In
the event of such an accident, the Company could be held liable for any damages
that result and any such liability could exceed the resources of the Company.
Although the Company believes that it is in compliance in all material respects
with applicable environmental laws and regulations and currently does not expect
to make material capital expenditures for environment control facilities in the
near-term, there can be no assurance that the Company will not be required to
incur significant costs to comply with environmental laws and regulations, or
any assurance that the operations, business or assets of the Company will not be
materially adversely affected by current or future environmental laws or
regulations.

9
<PAGE> 11

UNCERTAINTY OF THIRD-PARTY REIMBURSEMENT

In both domestic and foreign markets, the ability of the Company to
commercialize its product candidates will depend, in part, on the availability
of reimbursement from third-party payors, such as government health
administration authorities, private health insurers and other organizations.
Third-party payors are increasingly challenging the price and cost-effectiveness
of medical products. There can be no assurance that Company-developed products
will be considered cost effective. Significant uncertainty exists as to the
reimbursement status of newly-approved healthcare products. There can be no
assurance that adequate third-party insurance coverage will be available for the
Company to establish and maintain price levels sufficient for realization of an
appropriate return on its investment in developing new therapies. Government and
other third-party payors are increasingly attempting to contain healthcare costs
by limiting both coverage and the level of reimbursement for new therapeutic
products approved for marketing by the FDA and by refusing, in some cases, to
provide any coverage for uses of approved products for disease indications for
which the FDA has not granted marketing approval. If adequate coverage and
reimbursement levels are not provided by government and third-party payors for
uses of the Company's therapeutic products, the market acceptance of these
products would be adversely affected.

UNCERTAINTY RELATED TO HEALTH CARE REFORM MEASURES

There have been a number of federal and state proposals during the last few
years to subject the pricing of pharmaceuticals to government control and to
make other changes to the health care system of the United States. It is
uncertain what legislative proposals will be adopted or what actions federal,
state or private payors for health care goods and services may take in response
to any health care reform proposals or legislation. The Company cannot predict
the effect health care reforms may have on its business, and no assurance can be
given that any such reforms will not have a material adverse effect on the
Company.

DEPENDENCE ON STRATEGIC RELATIONSHIPS

The Company has limited experience in sales, marketing and distribution.
The Company will need to develop long-term strategic relationships with
companies that have marketing and sales forces with technical expertise and
distribution capability. To the extent that the Company enters into such
relationships, any revenues received by the Company will depend upon the efforts
of third parties and there can be no assurance that such efforts will be
successful. There can be no assurance that the Company will be able to establish
such long-term relationships or that it or its collaborators will be successful
in gaining market acceptance for any products that may be developed by the
Company.

STOCK PRICE VOLATILITY

The market prices of securities of biotechnology companies have been
volatile. Factors such as announcements of technological innovations, new
commercial products by the Company or its competitors, governmental regulations,
patent or proprietary rights developments, public concern as to safety or other
implications of biotechnology products and market conditions in general may have
a significant impact on the market price of the Common Stock. Between the date
of the Company's initial public offering in December 1986 and June 15, 1995, the
Company's stock has traded at per share prices between $4.25 and $26.50. From
December 31, 1992 until June 28, 1995, the per share price range has been
between $5.50 and $25.25. There can be no assurance that this high level of
volatility will not persist in the future, and that investors in this offering
will not be adversely affected.

10
<PAGE> 12

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 200,000 Units offered
hereby (assuming no exercise of the Unit Warrants) at an assumed price of $65.90
per Unit will be approximately $13,030,000, after deduction of the estimated
expenses associated with the offering.

The Company expects to use the net proceeds of this offering for
preclinical and clinical programs, product research and development, working
capital and general corporate purposes.

The proceeds of this offering may also be used in part to acquire
additional rights to technology related to the Company's product development
programs, and to fund additional collaborative arrangements with other companies
and universities when the Company believes such opportunities would enhance its
competitive position or complement the Company's current research programs. The
Company currently does not have any agreements or understandings with respect to
the acquisition of any such additional rights or the funding of such other
arrangements.

The Company expects to use all of the net proceeds of this offering for the
purposes described above and will require substantial additional funds in the
future. The amounts and timing of the Company's expenditures for these purposes
will depend upon a number of factors, including the progress of the Company's
research and development, the scope and results of preclinical studies and
clinical trials, the cost and timing of regulatory approvals, the need for and
availability of third party patent rights, the rate of technological advances,
determinations as to the commercial potential of the Company's products under
development, the status of competitive products and the establishment of
manufacturing capacity. In addition, expenditures will depend on the
establishment of collaborative research arrangements with other companies, the
availability of other financing and other factors.

Based upon its current plans, the Company believes that the net proceeds of
this offering (assuming net proceeds of at least $13 million), together with
existing capital resources and income earned on invested capital, will be
sufficient to fund its operations at least through the third quarter of 1996.
However, the Company's requirements may vary depending on numerous factors,
including those described above.

Pending application of the proceeds as described above, the Company intends
to invest the net proceeds of this offering primarily in government and
investment grade debt securities. See "Risk Factors -- Future Capital Needs;
Uncertainty of Additional Funding."

11
<PAGE> 13

<TABLE>

COMMON STOCK PRICE RANGE

The Company's Common Stock is traded on the American Stock Exchange
("AMEX") under the symbol "ORG". The Common Stock began trading on the AMEX on
April 15, 1988. As of June 28, 1995, there were 697 holders of record of the
Company's Common Stock.

<CAPTION>
HIGH LOW
---- ----
<S> <C> <C>
FISCAL YEAR ENDED DECEMBER 31, 1992
First Quarter.................................................. 25 1/8 11 1/4
Second Quarter................................................. 14 1/8 10 1/8
Third Quarter.................................................. 10 5/8 8
Fourth Quarter................................................. 10 3/8 7 3/4

FISCAL YEAR ENDED DECEMBER 31, 1993
First Quarter.................................................. 10 3/4 8 3/8
Second Quarter................................................. 9 1/4 7 3/4
Third Quarter.................................................. 9 5 1/2
Fourth Quarter................................................. 9 6 3/8

FISCAL YEAR ENDED DECEMBER 31, 1994
First Quarter.................................................. 13 1/8 8 5/8
Second Quarter................................................. 14 3/4 9 1/8
Third Quarter.................................................. 13 1/4 10 3/4
Fourth Quarter................................................. 20 12 1/4

FISCAL YEAR ENDED DECEMBER 31, 1995
First Quarter.................................................. 20 11 1/2
Second Quarter (through June 28, 1995)......................... 17 1/8 9 3/8
</TABLE>

On June 28, 1995, the last reported sale price of the Company's Common
Stock, as reported on the AMEX Composite Tape, was $14 1/2 per share.

DIVIDEND POLICY

The Company has never declared or paid cash dividends on its capital stock
and currently intends to retain all available funds for use in the operation of
its business. Therefore, the Company does not anticipate paying any cash
dividends in the foreseeable future.

12
<PAGE> 14

<TABLE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
March 31, 1995, and as adjusted to give effect to the sale of Units offered
hereby at an estimated per Unit price of $65.90 (based on the 60 day average of
the closing sales price of the Common Stock on the American Stock Exchange
through June 28, 1995), after deducting offering expenses payable by the
Company.

<CAPTION>
MARCH 31, 1995
-------------------
AS
ACTUAL ADJUSTED
------- -------
(IN THOUSANDS)
<S> <C> <C>
Stockholders' equity
Preferred stock, $1.00 par value; 1,000,000 shares authorized,
250,000 shares issued and outstanding(1)............................ $ 250 $ 250
Common stock, $.01 par value; 20,000,000 shares authorized,
9,376,428 and 10,376,428 shares issued and outstanding at
March 31, 1995 and as adjusted, respectively(2)..................... 94 104
Additional paid-in capital............................................. 60,619 73,639
Accumulated deficit.................................................... (49,889) (49,889)
------- -------
Total stockholders' equity..................................... 11,074 24,104
======= =======
Total capitalization........................................... $11,074 $24,104
======= =======
<FN>

- ---------------
(1) The Preferred Stock is presently convertible into 250,000 shares of Common
Stock; 250,000 shares of Common Stock have been reserved for such purpose.

(2) Excludes (a) an aggregate of 1,839,400 shares of Common Stock subject to
outstanding options granted under the Company's stock plans and a certain
non-plan option grant, (b) an aggregate of 187,500 shares of Common Stock
reserved but unissued as of June 28, 1995, which are issuable upon exercise
of outstanding warrants and (c) 200,000 shares of Common Stock issuable upon
exercise of the Unit Warrants and 1,000,000 shares of Common Stock reserved
for issuance upon the exercise of the Adjustment Warrants.

</TABLE>

13
<PAGE> 15

DILUTION

The following calculations give effect to the sale of the Units offered
hereby at an assumed per Unit price of $65.90 ($13.18 per share based on the 60
day average sales price of the Common Stock on the American Stock Exchange
through June 28, 1995), after deducting offering expenses payable by the Company
and assuming none of the Warrants are exercised. The net tangible book value of
the Company at March 31, 1995 was $11,074,000, or $1.18 per share. Net tangible
book value per share represents the amount of total tangible assets less total
liabilities divided by the number of shares of Common Stock outstanding. Based
upon the aforementioned assumptions, the net tangible book value of the Company
at March 31, 1995 would have been $24,104,000, or $2.32 per share. This
represents an immediate increase in net tangible book value of $1.14 per share
to existing stockholders and an immediate dilution in net tangible book value of
$10.86 per share to new investors purchasing shares in this offering. The
following table illustrates the per share dilution:

<TABLE>
<S> <C> <C>
Price to public.............................................. $13.18
Net tangible book value per share before offering....... $1.18
Increase per share attributable to new
investors(1)(4)....................................... 1.14
Pro forma net tangible book value per share as adjusted after
the offering(2)(5)......................................... 2.32
------
Dilution per share to new investors(3)(6).................... $10.86
======
</TABLE>

<TABLE>
The following table summarizes, on a pro forma basis at March 31, 1995, the
differences between the number of shares of Common Stock purchased from the
Company, the total consideration paid to the Company, and the average price per
share paid by existing holders of Common Stock and by purchasers of the shares
of Common Stock offered hereby:

<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
---------------------- ----------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders.......... 9,376,428 90.4% $58,964,000 81.9% $ 6.29
New Investors.................. 1,000,000 9.6 13,030,000 18.1 13.03(7)
---------- ----- ----------- -----
Total..................... 10,376,428 100.0% $71,994,000 100.0%
========== ===== =========== =====

<FN>
- ---------------

(1) $1.47 if all the Unit Warrants are exercised, assuming a per share exercise
price of 50% ($19.77) over the 60 day average of the sales price of the
Registrant's Common Stock through June 28, 1995 (the "Assumed Exercise
Price").

(2) $2.65 if all the Unit Warrants are exercised at the Assumed Exercise Price
of $19.77.

(3) $11.50 if all the Unit Warrants are exercised at the Assumed Exercise Price
of $19.77.

(4) $1.24 if all the Unit Warrants are exercised at the Assumed Exercise Price
of $19.77 and all the Adjustment Warrants are required to be issued by the
Company and are exercised at the per share exercise price of $.01.

(5) $2.42 if all the Unit Warrants are exercised at the Assumed Exercise Price
of $19.77 and all the Adjustment Warrants are required to be issued by the
Company and are exercised at the per share exercise price of $.01.

(6) $5.30 if all the Unit Warrants are exercised at the Assumed Exercise Price
of $19.77 and all the Adjustment Warrants are required to be issued by the
Company and are exercised at the per share exercise price of $.01.

(7) After deduction of expenses payable by the Company in connection with the
offering estimated at $150,000.

See Notes 1 and 2 under "Capitalization" for information regarding the

number of shares of Common Stock reserved for issuance.

</TABLE>

14
<PAGE> 16

<TABLE>

SELECTED CONSOLIDATED FINANCIAL DATA

The following data for the five years ended December 31, 1994 have been
derived from the audited consolidated financial statements of the Company. The
Company's audited consolidated financial statements are incorporated in this
Prospectus by reference from the Company's Report on Form 10-K filed with the
Securities and Exchange Commission on March 29, 1995. The selected consolidated
financial data for the three months ended March 31, 1994 and 1995 are unaudited
but, in the opinion of the management of the Company, include all adjustments
(consisting of only normal recurring adjustments) necessary for a fair
presentation thereof. The results for the three month period ended March 31,
1995 are not necessarily indicative of the results that may be expected for the
full year or any future period.

<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
---------------------------------------------------- ------------------
1990 1991 1992 1993 1994 1994 1995
------- ------- ------- ------- -------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Contract revenues.................. $ 2,934 $ 3,244 $ 2,735 $ 375 $ 336 $ 66 $ 17
Product sales...................... 221 555 508 72 0 0 0
Interest income.................... 441 381 1,729 1,146 660 176 139
------- ------- ------- ------- -------- ------- -------
3,596 4,180 4,972 1,593 996 242 156
------- ------- ------- ------- -------- ------- -------

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
-------------------------------------------------- ------------------
1990 1991 1992 1993 1994 1994 1995
------ ------- ------- ------- ------- ------- -------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents, and
investments........................ $2,946 $37,360 $26,609 $17,082 $ 8,871 $14,916 $ 6,028
Working capital...................... 2,947 16,644 13,809 11,356 8,408 9,062 5,701
Total assets......................... 5,912 40,153 34,507 23,955 15,127 21,662 12,206
Total liabilities.................... 1,365 1,688 1,908 1,141 1,178 1,184 1,132
Total stockholders' equity........... 4,547 38,465 32,599 22,814 13,949 20,478 11,074
</TABLE>

15
<PAGE> 17

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

1994 COMPARED TO 1993

Contract revenues during 1994 were $336,000, compared to $375,000 in 1993.
Contract revenues in 1994 were realized by the Company under an agreement with
Biomet, Inc. ("Biomet") for the development of orthopedic implants using the
Company's proprietary dense fibrillar collagen. Contract revenues in 1993 were
realized under agreements with Eli Lilly and Company ("Lilly") relating to the
development of the Company's GRAFTARTERY product and with Biomet. The Company's
collaboration with Lilly ended in July 1993 as described below. No sale of
product occurred in 1994, as compared to $72,000 in 1993. This was due to the
Company's discontinuance of the manufacturing and selling of its Testskin
products. Interest income in 1994 was $660,000 compared to $1,146,000 in 1993.
The decrease in 1994 resulted from less cash available for investment.

Research and development expenses increased to $8,573,000 from $8,117,000
in 1993. The increase was primarily due to higher employment-related costs
resulting from staff additions and data management and statistical services
related to human clinical trials for GRAFTSKIN. Marketing, general and
administrative expenses decreased to $2,864,000 in 1994 from $3,347,000 in 1993,
primarily as a result of lower outside services rendered to the Company. The
Company's net loss for 1994 was $10,441,000, or $1.14 per share, as compared
with a net loss for 1993 of $9,936,000, or $1.09 per share.

1993 COMPARED TO 1992

Contract revenues during 1993 were $375,000, compared to $2,735,000 in
1992. Contract revenues in 1993 were realized by the Company under agreements
with Lilly relating to the development of the Company's GRAFTARTERY product and
with Biomet for the development of orthopedic implants using the Company's
proprietary dense fibrillar collagen. Contract revenue in 1992 was realized
under an agreement with Lilly. In 1992, the Company made certain product
improvements to the GRAFTARTERY, resulting in a delay in achieving a milestone
regarding extended graft patency and a deferral of funding from Lilly. In July
1993, the Company announced its collaboration with Lilly had ended and that it
intended to complete the development effort of the GRAFTARTERY project either
with its own funds or through a potential collaboration with another party. This
resulted in a decline in contract revenues in 1993. TESTSKIN product sales
amounted to $72,000 in 1993, as compared to $508,000 in 1992. In January 1993,
the Company discontinued the manufacture and sale of its TESTSKIN products. This
resulted in a decrease in product sales in 1993. Interest income in 1993 was
$1,146,000, compared to $1,729,000 in 1992. The decrease in 1993 resulted from
less cash available for investment.

Research and development expenses increased to $8,117,000 in 1993 from
$6,949,000 in 1992, primarily as a result of the increased human clinical trials
for GRAFTSKIN and expanded preclinical activities in the development of
GRAFTARTERY and several collagen products. Marketing, general and administrative
expenses decreased to $3,347,000 in 1993 from $3,983,000 in 1992, primarily as a
result of lower marketing costs associated with the discontinuance of the
manufacture and sale of TESTSKIN. The Company's net loss for 1993 was
$9,936,000, or $1.09 per share, as compared with a net loss for 1992 of
$6,230,000, or $.69 per share.

FIRST QUARTER 1995 COMPARED TO FIRST QUARTER 1994

Contract revenue was $16,900 for the three months ended March 31, 1995, as
compared to $66,000 for the same period in 1994. The contract revenue was
realized under an agreement with Biomet, Inc. for the development of orthopedic
implants using the Company's proprietary dense fibrillar collagen. Interest
income was $139,000 for the three months ended March 31, 1995 as compared to
$176,000 in the comparable period in 1994. The decrease in interest income is
attributable to less cash being available for investment.

Research and development expenses were $2,304,000 for the three months
ended March 31, 1995, compared to $1,922,000 during the comparable 1994 period.
The increase was primarily due to higher employment-related costs resulting from
staff additions. General and administrative expenses were $798,000

16
<PAGE> 18

for the three month period ended March 31, 1995 as compared to $686,000 for the
comparable 1994 period. The increase was primarily due to higher professional
fees.

As a result of the net effect described above, the Company incurred a net
loss of $2,946,000, or $.31 per share, for the three months ended March 31,
1995, as compared with a net loss of $2,366,000, or $.26 per share, for the
comparable 1994 period.

LIQUIDITY AND CAPITAL RESOURCES

From inception, the Company has financed its operations through private and
public placements of equity securities, receipt of contract revenues, sale of
products and interest income from investments. At March 31, 1995 and December
31, 1994, the Company had cash, cash equivalents and investments in the
aggregate of $6,028,000 and $8,871,000, respectively. The Company will continue
to utilize working capital in 1995 related to ongoing research and development
activities, conducting preclinical and clinical trials, enhancement of
proprietary manufacturing technologies and expansion of business development,
general and administrative resources. These activities will require substantial
additional financial resources before the Company can expect to realize revenue
from product sales.

In February 1995, the Company announced it signed a letter of intent to
collaboratively develop and commercialize collagen coated endovascular stents
with SCIMED Life Systems, Inc. ("SCIMED"). Under the proposed agreement, SCIMED
would pay the Company upfront and milestone payments totaling approximately
$11,000,000. The milestone payments would be made upon meeting certain
conditions in the proposed agreement. In addition, SCIMED would fund the related
research and development activities. As a result of the merger between SCIMED
and Boston Scientific Corporation, SCIMED management is analyzing the
collaborative program with the Company, and there can be no assurance that the
Company and SCIMED will enter into a definitive agreement.

The ultimate success of the Company is dependent upon its ability to raise
capital through equity placement, receipt of contract revenue, sale of product,
research and development funding under licensing agreements, royalty and
manufacturing payments and interest income on invested capital. However, the
Company's capital requirements may change depending upon numerous factors,
including progress of the Company's research and development programs; time
required to obtain regulatory approvals; resources the Company devotes to
self-funded projects, proprietary manufacturing methods and advanced
technologies; ability to obtain and retain continued funding from third parties
under collaborative agreements; ability to obtain licensing arrangements; and
the demand for the Company's products if, and when, approved.

While management believes that additional financing composed of equity
investments and funding provided under collaborative agreements will be
available to fund future operations, there can be no assurance that additional
funds will be available when required on terms acceptable to the Company. In
view of the Company's current financial condition, the Company plans to manage
its working capital and expenses conservatively. In the event that the Company
is unable to raise additional capital, the Company has formulated a financial
plan which should allow it to operate at reduced levels through December 31,
1995.

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<PAGE> 19

BUSINESS

The Company designs, develops and manufactures innovative medical
therapeutics using living human cells and natural connective tissue components.
The Company's tissue engineered products, such as GRAFTSKIN and GRAFTARTERY, are
designed to promote the establishment and growth of the human body's natural
healing process by promoting the growth of new tissues that maintain, restore or
improve biological function.

CORE TECHNOLOGIES

Organogenesis was the first company founded to develop and commercialize
therapies based on innovations in tissue engineering. Tissue engineering is a
relatively new discipline focused on developing specialized biomaterials and
cellular constructs to assist, repair, regenerate, or replace diseased or
damaged organs. An understanding of the biology of cells and the structure and
function of the extracellular matrix, and the critical interactions between the
two, is needed to fully exploit the potential of tissue engineering. Because of
this, Organogenesis continually strives to broaden, develop, and utilize its
expertise in cell and connective tissue sciences.

CELL SCIENCE

The ability to work with and manipulate cells is central to fully realizing
the potential of tissue engineering. Cells are the building blocks of life. They
make up the organs of the body, serving physical, metabolic, and other
specialized functions. Organogenesis' emphasis on the significance of cell
science to tissue engineering has led not only to GRAFTSKIN, but also has
provided valuable experience for the future in such areas as:

<TABLE>
<S> <C>
- Cell sourcing - Transplantation immunology
- Specialized culture systems and media - Cell delivery and therapy design
- Human cell bank production - Cryopreservation of complex tissues
- Cell safety screening and functional
testing
</TABLE>

Organogenesis has established significant expertise in the areas of cell
biology, cryopreservation technology, and immunology.

Cell Biology. Organogenesis has significant expertise in the science of
three-dimensional organotypic cell culture -- the ability to produce living
cultures of cells with the properties and functions typical of the organ from
which they were derived. For example, GRAFTSKIN is a three-dimensional,
organotypic skin product. This and other models (cornea) have provided important
scientific findings on cell-to-cell interaction, cell and matrix interaction,
and extracellular matrix production.

By employing its cell growth and organotypic culture technologies,
Organogenesis has gained important knowledge of cell regulatory mechanisms and
factors controlling cell growth and tissue formation which will be broadly
applicable to many cell types. This expertise in cell biology should enable
Organogenesis to expand further into other cellular product opportunities.

Cryopreservation Technology. Organogenesis has also made major advances to
the state-of-the-art of cryopreservation technology -- the ability to freeze
materials such as complex tissues which contain living cells and then restore
the material to original temperature without significant loss of cell
functionality. Research to date on a variety of tissues demonstrates that
Organogenesis' proprietary method maintains over 90% cell viability.
Cryopreservation enhances the world-wide marketing and distribution potential of
GRAFTSKIN. It also has implications for future use in an array of living cell
systems.

Immunology. Immunology plays a critical role in tissue engineering both in
determining the body's reaction to a biomaterial and assisting in the transfer
of human cells between individuals (allogeneic cells). Organogenesis has a
strong in-house immunology department which supports both safety evaluation of
its products and new product development.

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<PAGE> 20

The ability to transplant cells from one individual to another is
particularly critical to the development and commercialization of
"off-the-shelf" tissues. For example, the cells used in GRAFTSKIN are derived
from infant foreskin tissue that would normally be discarded. Using proprietary
cell culture technology, one postage stamp-sized piece of foreskin can yield
approximately four acres of GRAFTSKIN tissue.

Immunological screening of GRAFTSKIN recipients also shows no evidence of
immune response to the cell types used, indicating that allogeneic keratinocyte
and fibroblast cells can be used safely and effectively. These findings
represent an important step for the clinical validation of the GRAFTSKIN
technology. Such studies also provide critical evidence to support the general
concept of the immune compatibility of allogeneic cells and are expected to
positively impact the future of cell therapy, transplantation, and other areas
of tissue engineering.

CONNECTIVE TISSUE SCIENCES

Recognizing the importance of the extracellular matrix to cell growth and
differentiation, the Connective Tissue Sciences group also was established to
develop cell compatible collagen for the living tissue equivalent program.

Through this group, Organogenesis has developed proprietary technology
relating to the extracellular matrix, including technology enabling it to
produce an array of cell compatible collagen products. Organogenesis' collagen
has been shown to support cell growth and interaction in two very different
types of settings:

- When cells are added to the collagen in vitro, Organogenesis' collagen
supports cell growth, differentiation and interaction, allowing the
development of products with the physical and biochemical cell
functions of living organs and tissues. GRAFTSKIN is an example of
this.

- When the collagen alone is implanted in vivo, Organogenesis' collagen
helps foster and direct the ingrowth of host cells and blood vessels.
Over time, the recipient's body gradually replaces the implant's
collagen with its own tissue to form a fully functional analog of the
missing tissue using the implant as a guide. For example, when
Organogenesis' collagen constructs (e.g. replacement ligaments or
arteries) were implanted in animal models, the ingrowth of host cells
and blood vessels over time resulted in host formation of its own
fully functional replacement tissue.

Additionally, Organogenesis can produce cell compatible collagen in a range
of forms suitable for a variety of tissue engineering applications. For
applications requiring strong, cell compatible constructs, Organogenesis has
developed dense fibrillar collagen ("DFC"), which can be made in a variety of
forms, including sheets, tubes and threads. Possible uses of the DFC constructs
range from cell therapy applications (e.g. cell delivery) to use as a matrix
scaffold for host cell ingrowth and replacement (e.g. replacement ligaments) to
being a component of a medical device or implant (e.g. the luminal layer of an
arterial graft).

PRODUCTS

The Company is using its technology in the following areas: wound care,
cardiovascular, general surgery, urology and orthopedics. The Company seeks to
design, develop and manufacture products, derived from proprietary technology
and manufacturing processes, to be used as treatments in these areas.

WOUND CARE PRODUCTS

In the field of Wound Care, the Company is pursuing research and
development of products to be used in the treatment of skin wounds. These
include chronic wounds (such as venous stasis ulcers, diabetic ulcers and
pressure sores), wounds created by dermatological surgery and burn wounds.

GRAFTSKIN

The Company's bilayered skin replacement product is being developed for the
Wound Care field under the tradename GRAFTSKIN. GRAFTSKIN is intended to provide
immediate closure of the wound resulting in rapid healing. GRAFTSKIN is a
full-thickness, living skin equivalent. It consists of two layers, similar to
actual skin: a lower dermal layer and an upper epidermal layer. The Company
creates both layers with living

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<PAGE> 21

human cells. The dermal equivalent is constructed from matrix proteins and human
dermal fibroblasts. It is then seeded with selected living human epidermal
cells. These cells grow over the dermal layer forming a fully differentiated
epidermis which has a skin-like barrier function. When human skin is used as a
graft in the treatment of wounds, it is intended to provide immediate wound
closure, act as a barrier to infection, supply growth factors and matrix
components involved in normal wound healing, and nourish the underlying and
surrounding tissue.

The Company's proprietary technology for the manufacture of GRAFTSKIN uses
cultured human cells and the collagen that normally surrounds cells to produce a
living skin equivalent. In the first step of the production of GRAFTSKIN, human
tissue is obtained from donated foreskin of newborn male infants whose mothers
have been pre-screened with an extensive protocol for the absence of pathogens.
The donor tissue is then quarantined, further screened, and dissociated to
obtain two cell types: keratinocytes and fibroblasts. The mixture of human
dermal fibroblasts and collagen develops into the first layer of the skin, the
dermal equivalent. After development of the dermis, a suspension of human
epidermal cells called keratinocytes is seeded onto the dermal layer. Through
further culturing techniques, the keratinocytes differentiate into an epidermis
complete with a stratum corneum.

Collagen is the most abundant protein found in the human body and is the
major matrix protein used in the development of GRAFTSKIN. Using proprietary
techniques of extraction and purification, the Company supplies its own high
quality collagen for research and commercial applications.

Like human skin grafts, GRAFTSKIN is multi-functional and contains many
components that can influence the wound healing process. GRAFTSKIN is composed
of four important elements found in skin: extracellular matrix, dermal
fibroblasts, epidermal keratinocytes and stratum corneum. These elements can
affect the wound in different, but related ways. More importantly, they can act
synergistically as they would in human skin. GRAFTSKIN interacts with the wound
bed in a way that provides flexibility of response and maximizes the chance for
successful healing. Therefore, the Company believes that GRAFTSKIN, as a living
"full-thickness" skin tissue, is able to achieve biological wound closure while
effectively promoting the establishment of new skin tissue.

Patient enrollment in the GRAFTSKIN clinical trials to test its safety and
efficacy as a treatment for chronic venous ulcers, wounds resulting from
dermatological surgery and burns has been completed. The data is being analyzed
and compiled. The regulatory status of GRAFTSKIN is as follows: In 1989, the FDA
granted the Company an IDE for clinical testing of GRAFTSKIN on burn patients.
In 1992, the FDA granted the Company IDE Supplements for clinical testing of
GRAFTSKIN for the treatment of chronic skin ulcers and clean excision wounds.
Discussions with the FDA on the clinical data were held on March 29, 1995. On
June 5, 1995, the Company announced that it had received notice from the FDA
that its GRAFTSKIN PMA application for GRAFTSKIN to be submitted will receive
expedited review. The Company intends to file a PMA application during 1995.
However, there can be no assurance that the Company will obtain the approvals
needed to market GRAFTSKIN or that GRAFTSKIN will be successfully
commercialized.

Venous Ulcers. Venous ulcers occur when inadequate blood flow from the
lower extremities of the body leads to blood pooling and tissue breakdown. These
ulcers are painful and very difficult to treat. There are an estimated 900,000
to 1.5 million venous ulcer patients in the United States alone.

Human clinical trials of GRAFTSKIN for venous ulcers, conducted under an
Investigational Device Exemption ("IDE") Supplement from the FDA, were performed
at fifteen centers. The IDE Supplement allows the participation of up to 300
patients in these clinical trials. During 1994, the Company completed enrollment
in its 300 patient pivotal trial. The Company expects to submit a Premarket
Approval ("PMA") application with the FDA during 1995 using data from the venous
ulcer trial as well as from studies in dermatological surgery and burn wounds.

Dermatological Surgery. GRAFTSKIN is also being developed for use in the
treatment of wounds created by dermatological surgery, such as removal of skin
cancers. These wounds are sometimes treated using the patient's skin as a graft,
necessitating a second wound site and thus increasing procedure cost and
morbidity. Today, 250,000 of these dermatological procedures are performed
annually in the United States.

20
<PAGE> 22

The Company has completed enrollment for a pivotal trial in this indication,
involving more than 100 patients at eight centers throughout the United States.
Clinical results are being compiled to determine whether GRAFTSKIN serves as an
effective biological wound dressing by providing immediate wound closure and
accelerated healing when compared to wounds left to heal without grafting. Both
graft take and improved cosmetic appearance have been observed in patients.

Burn Wounds. Another clinical indication for GRAFTSKIN is for the use in
the treatment of burn wounds. As of March 31, 1995, Organogenesis has enrolled
over 75 patients at six centers for this indication.

In burn surgery patients, effectiveness evaluations suggest that meshed
GRAFTSKIN placed over meshed autograft (meshed patient skin) functions as a skin
replacement. This combination approach seems to improve the cosmetic outcome and
may decrease the number of surgical procedures required, thereby decreasing the
time patients remain in the hospital.

MATRIX SCAFFOLD PRODUCTS

The cell compatibility and strength of Organogenesis' collagen products
make them well-suited for applications requiring an implant which can serve not
only the immediate physical function, but also can foster and direct the
ingrowth of host cells and blood vessels -- the process that enables the host to
form a fully functional replacement for the original tissue using the implant as
a scaffold. Currently, many surgical procedures require obtaining patient tissue
from elsewhere in the body (autologous material) for use as the repair material
(e.g., a graft or a patch). Harvesting autologous material creates the need for
an additional invasive procedure, thereby increasing procedure cost, duration,
and morbidity. Synthetic implants, primarily plastics, have been developed by
other companies to provide an "off-the-shelf" alternative; however, synthetics
are incapable of achieving host integration and perform poorly in many
applications. Organogenesis' cell-compatible collagen can be developed into
"off-the-shelf" implants which are intended to remodel into host tissue at least
as well as autologous material. Organogenesis has several "matrix scaffold"
implant products in development for the cardiovascular, general surgical,
urological and orthopedic markets.

CARDIOVASCULAR PRODUCTS

The Company has developed the GRAFTARTERY using its collagen technology.
The GRAFTARTERY is a 4mm diameter graft intended to function as an arterial
replacement which gradually is replaced by the patient's own tissue, resulting
in an artery which closely mimics the natural vessel.

Organogenesis is developing GRAFTARTERY for use in small diameter artery
grafting procedures, such as coronary artery bypass graft ("CABG") procedures
and below the knee surgical revascularizations for peripheral vascular disease.
Almost 300,000 CABG procedures and 175,000 surgical revascularizations for
peripheral vascular disease are performed annually in the U.S. alone. An average
of 3.5 grafts are required per CABG procedure. While one of these grafts can
generally be made using the internal mammary artery in the chest, the other
bypasses require graft material be retrieved from elsewhere in the body.
Usually, an autologous saphenous vein is taken from the patient's lower limb for
use as graft material. However, saphenous vein is often unavailable or is of
insufficient quality.

GRAFTARTERY has been engineered to provide the flexibility,
host-integration, and handling characteristics of the saphenous vein. Results
from preclinical studies indicate that GRAFTARTERY is achieving the desired
non-thrombogenicity, patency, and host integration both short and long-term. The
results of this program have led Organogenesis to explore endovascular
applications for its technology. An example of this is utilizing collagen to
enhance the performance of metal stents used in endovascular procedures such as
balloon angioplasties. This finding has led to the signing of a letter of intent
in February 1995 to collaboratively develop and commercialize collagen coated
endovascular stents with SCIMED Life Systems, Inc.

GENERAL SURGICAL PRODUCTS

The Company believes that the properties of Organogenesis' collagen fits
well with the surgical need for patches, fillers, supports, connectors and
replacements. The Company currently has two products in preclinical trial for
the surgical market: a surgical repair patch and a pericardial patch.

21
<PAGE> 23

The surgical patch is being developed for use in the reinforcement of
weakened soft tissue or the repair of body wall defects such as those associated
with hernias, trauma and surgery. The market opportunity for this patch is
substantial, as there are over 600,000 hernia repair procedures performed each
year in the U.S. alone. Preliminary evaluation of the surgical repair patch has
shown that it integrated into the body and that "patched" surgically-created
defects healed in a manner which resulted in a mechanically stable body wall.

Similarly, the pericardial patch is being developed to repair the holes
made in the pericardium (the sack surrounding the heart) during invasive cardiac
procedures such as coronary artery bypass procedures and valve replacement. Over
400,000 such procedures are performed each year in the U.S. alone.

UROLOGY PRODUCTS

The urological development program includes products for urinary
incontinence and bladder repair, all of which are in preclinical trials.
Approximately ten million women in the U.S. alone have some form of stress
urinary incontinence ("SUI"). The most effective treatment for this condition is
corrective surgery. About 100,000 surgical procedures are performed annually in
the U.S. for this condition. A major limitation of this procedure is that it
requires harvesting autologous material -- patient fascia -- for use as a sling.
As an alternative to surgery, the patient may be injected with a periurethral
bulking agent. This approach is most effective in those women with SUI due to
intrinsic sphincter deficiency, approximately two million women.

Organogenesis has two products in development for SUI. One is a bladder
sling, for use in the corrective surgery procedure. This would serve as an
"off-the-shelf" alternative to use of autologous material, thus reducing
procedure cost and morbidity, and broadening its appeal to both physicians and
patients. The second is an injectable collagen for use as a periurethral bulking
agent. Unlike current injectables, this product has the structure of native
collagen, which should foster host tissue integration and thus greater
persistence, resulting in improved clinical efficacy.

The Company is also developing a patch for use in bladder surgeries, such
as bladder repair following carcinoma removals and in bladder augmentation to
correct urge incontinence and congenital bladder anomalies. This patch is
anticipated to replace the need to obtain autologous material via bowel
resection, a lengthy and difficult procedure. Consequently, this patch may also
reduce procedure cost and morbidity.

ORTHOPEDIC PRODUCTS

Organogenesis is developing a DFC cable, made from many collagen threads,
to be used in knee ligament replacement grafts. The DFC cable is intended to
replace damaged knee ligaments and encourage ligament remodeling causing
eventual replacement of the collagen device by the patient's own tissue. The DFC
cable is designed to be strong, non-immunogenic and biodegradable in a
controlled fashion. This would enable the implant to support the patient's
weight on the joint while acting as a scaffold to promote the ingrowth of
connective tissue, which eventually replaces the graft as it is resorbed.
Preclinical trials are currently underway to evaluate the DFC cable.

Approximately 250,000 procedures are conducted each year in the U.S. for
ligament and tendon repair and replacement. Many of these injuries arise from
sports-related accidents, however, many also result from common day-to-day
mishaps. Tendon and ligament injuries are often very painful and in many cases,
never fully heal, resulting in permanent disability.

In July 1993, Organogenesis entered into a collaborative agreement with
Biomet, Inc., of Warsaw, Indiana for the development of orthopedic implants
using DFC. Upon product commercialization, Biomet will have exclusive worldwide
marketing rights. See "Collaborative Research and Development Agreements."

OTHER PRODUCTS

Biomaterials. Because of interest expressed in the Company's high quality
cell-compatible collagen, a selling and marketing effort has been initiated by
the Company to seek distribution of product to corporate and academic
laboratories. The collagen available for sale is considered a by-product of
current manufacturing

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<PAGE> 24

efforts already in place and additional expenses incurred, specifically for
selling, marketing and distribution, are not deemed material to the Company's
current cost of operation.

Extracellular Matrix In September 1994, the Company formed a wholly owned
subsidiary, ECM Pharma, Inc. ("ECM Pharma"). ECM Pharma is an early-stage
development company whose mission is to develop and commercialize human
therapeutics based on the extracellular matrix (the "ECM"). Naturally occurring,
active molecules of the ECM are beginning to be identified which could lead to a
new family of therapeutic drugs. ECM Pharma will focus on conditions involving
defective synthesis, modification or degradation of the extracellular matrix,
such as osteoporosis, osteoarthritis and fibrotic conditions such as cirrhosis
of the liver. One potential product anticipated to be produced by ECM Pharma is
cell-produced human collagen. To supplement research, ECM Pharma signed in March
1995 a research collaboration agreement with Harvard University. In February
1995, Organogenesis announced its intent to seek equity investment in ECM Pharma
to fund the initial efforts related to research and development activities.
However, there can be no assurance that ECM Pharma will be able to raise capital
through equity investments on acceptable terms, if at all.

PATENTS AND PROPRIETARY TECHNOLOGY

The Company seeks to protect its technology through the use of patents. Key
aspects of the Company's technology are licensed under an exclusive patent
license agreement with the Massachusetts Institute of Technology ("MIT"). The
agreement with MIT (as amended, the "MIT Agreement") covers five U.S. patents
and corresponding patents in European and Far East countries. Pursuant to the
MIT Agreement, the Company has been granted an exclusive, worldwide license to
make, use and sell the products covered by the patents and to practice the
procedures covered by the patents.

The MIT Agreement requires the Company to pay to MIT a royalty on the
cumulative net sales of licensed products ranging from 3% to 4.5% of annual
sales. The royalty also applies to net sales by the Company's sublicensees.

In addition to the five patents licensed to the Company under the MIT
Agreement, the Company has five U.S. issued patents. These issued patents relate
to (1) the Company's test system incorporating skin tissue equivalents and other
organ equivalents; (2) the Company's proprietary collagen extraction process;
(3) the invention and methods of making DFC constructs; (4) the production of an
organ equivalent for the cornea and its method of production using tissue
culturing systems; and (5) a method of making collagen thread. As part of the
continuing interest in protecting its intellectual property rights, the Company
has also filed, and is prosecuting, eight patent applications in the United
States and in over forty foreign countries covering inventions resulting from
the Company's research and development activities.

There can be no assurance that any patents will be issued as a result of
the Company's patent applications, or that issued patents will provide the
Company with significant protection against competitors. Moreover, there can be
no assurance that any patents issued to or licensed by the Company will not be
infringed, or that third parties will not independently develop either the same
or similar technology.

A portion of the Company's know-how and technology are trade secrets. To
protect its rights, the Company requires key employees and consultants to
maintain the confidentiality of the Company's proprietary information, and the
Company intends to require any corporate sponsor with which the Company enters
into collaborative research and development agreement to do so as well. There
can be no assurance, however, that these agreements will provide meaningful
protection for the Company's trade secrets, know-how or other proprietary
information in the event of any unauthorized use or disclosure.

MANUFACTURING AND SOURCES OF SUPPLY

The Company manufactures GRAFTSKIN for use in its clinical trials at its
Canton, Massachusetts facility and intends to manufacture GRAFTSKIN for
commercial sale at the facility.

Among the fundamental raw materials needed to fabricate GRAFTSKIN is a
small number of keratinocyte and fibroblast cells. In order for products of the
Company made with these initial cells to be used

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<PAGE> 25

as a replacement for human skin, it is critical that the cells be disease-free.
The Company has experienced no difficulty obtaining cells, and has established a
mechanism for obtaining screened cells from donors certified by blood testing to
be free of the "HIV" or "AIDS" virus and other pathogens.

The major additional material required to produce the Company's products is
collagen, a protein ordinarily obtained from cows or pigs by commercial
suppliers. The Company determined that the collagen provided by the usual
commercial sources is not suitable for the Company's purposes. Accordingly, the
Company has developed a proprietary method of producing its own collagen. This
process yields collagen which the Company believes is superior in quality and
strength to collagen available from commercial sources and which provides the
Company with a continuous, high-quality source of supply.

The other raw materials required in the production of the Company's
products are primarily chemical nutrients, which are readily available from a
number of commercial sources.

COLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENTS

In July 1993, the Company entered into a collaboration with Biomet, Inc.
("Biomet") for the development of orthopedic implants using DFC. Biomet and its
subsidiaries design, manufacture and market products used primarily by
orthopedic medical specialists in both surgical and non-surgical therapy. Under
the terms of the agreement, Biomet will fund preclinical and clinical
development and the Company will receive a milestone payment upon the successful
completion of the project. The agreement provides that the Company manufacture
the resulting products and that Biomet has exclusive worldwide marketing rights.

In 1987, the Company entered into an agreement with Eli Lilly and Company
("Lilly") to develop, manufacture and market a GRAFTARTERY product. In July
1993, the Company announced the termination of its relationship with Lilly. On
January 11, 1995, the Company and Lilly executed a Termination Agreement
releasing Lilly from all rights licensed or conveyed under the July 1, 1991
agreement and releasing the Company from any and all obligations and liabilities
in any way connected with the agreement. The Company intends to complete the
GRAFTARTERY project with its own funds or through a potential collaboration with
another party.

In February 1995, the Company announced it signed a letter of intent to
develop and commercialize collagen coated endovascular stents with SCIMED Life
Systems, Inc. As a result of the merger between SCIMED and Boston Scientific
Corporation, SCIMED management is analyzing the collaborative program with the
Company, and there can be no assurance that the Company and SCIMED will enter
into a definitive agreement.

In March 1995, ECM Pharma signed a collaborative research agreement with
Harvard University to supplement research for the development and
commercialization of human therapeutics based on the extra cellular matrix.

The Company also has agreements with thirty clinical sites to conduct human
clinical trials of GRAFTSKIN. Clinical trials are used to test GRAFTSKIN's
safety and effectiveness as a treatment for chronic venous ulcers, wounds
resulting from dermatological surgery and burns.

GOVERNMENT REGULATION

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<PAGE> 26

If the Company develops any product to a point where FDA authorization
becomes required, there can be no assurance that the appropriate authorization
will be granted, that the process to obtain such authorization will not be
excessively expensive or lengthy, or that the Company will have sufficient funds
to pursue such approvals. Moreover, the failure to receive requisite
authorization for the Company's products or processes, when and if developed, or
significant delays in obtaining such authorization, would prevent the Company
from commercializing its products as anticipated and may have a materially
adverse effect on the business of the Company.

The regulatory status of GRAFTSKIN is as follows: In 1989, the FDA granted
the Company an IDE for clinical testing of GRAFTSKIN on burn patients. In 1992,
the FDA granted the Company IDE Supplements for clinical testing of GRAFTSKIN
for the treatment of chronic skin ulcers and clean excision wounds. Discussions
with the FDA on the clinical data were held on March 29, 1995. On June 5, 1995,
the Company announced that it has received notice from the FDA that its
GRAFTSKIN PMA application to be submitted will receive expedited review. The
Company intends to file a PMA application during 1995.

RESEARCH AND DEVELOPMENT

The Company plans to continue to focus its product development effort on
developing high quality wound care, cardiovascular, general surgical,
urology-related and orthopedic products.

The Company's research and development staff consists of scientists and
laboratory assistants with technical backgrounds in tissue science, orthopedics,
cell biology, matrix biology, vascular biology, clinical medicine and molecular
biology.

For 1992, 1993 and 1994, the Company's research and development expenses
were $6,949,000, $8,117,000, and $8,573,000, respectively.

COMPETITION

The Company is engaged in the rapidly evolving and competitive field of
tissue engineering. Many major pharmaceutical, biotechnology and medical product
companies in the United States and abroad are seeking to develop competitive
products for the treatment of skin wounds and organ equivalent products.
Competition from these companies and others is intense and is expected to
increase. Many of these companies have substantially greater capital resources,
research and development staffs and facilities and experience in the marketing
and distribution of products than the Company. In addition, competitive
companies are working on alternate approaches to many of the diseases targeted
by the Company.

The Company is currently aware of other companies which have or are
planning to commercialize products intended to serve as skin replacements, in
addition to several companies that concentrate on skin repair devices. The
Company's principal competitors in the wound care products market include
Johnson & Johnson, Kendall, Smith & Nephew, Advanced Tissue Sciences and Genzyme
Tissue Repair. The Company believes that its competitive position will be based
on its ability to create and maintain scientifically advanced technology and
proprietary products and processes, attract and retain qualified scientific
personnel, obtain patent or other protection for its products and processes,
obtain required government approvals on a timely basis, manufacture its products
on a cost-effective basis and successfully market its products.

EMPLOYEES

As of June 28, 1995, the Company had 95 full-time employees, of which 50
employees were devoted to research and development and 33 employees were devoted
to production and support of GRAFTSKIN and other products. The Company is
dependent upon the ability of certain of its key employees to develop and
manufacture its products and to assist in regulatory matters. None of the
Company's employees are represented by a labor union. The Company believes its
relationship with its employees is good.

SCIENTIFIC ADVISORY BOARD

The Company has a Scientific Advisory Board ("SAB") composed of seven
physicians, professors and scientists in various fields of medicine and science.
The SAB meets from time to time to advise and consult with management and the
Company's scientific staff. Each member of the SAB is expected to devote only a
portion of his time to the Company and may have consulting or other advisory
arrangements with other

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<PAGE> 27

entities which may conflict or compete with his obligations to the Company.
Members of the SAB have no formal duties, authority or management obligations.

PROPERTIES

The Company currently leases 45,000 square feet of space in Canton,
Massachusetts, at an annual average base rent of $386,000, plus operating
expenses. The lease expires in 1999. In January 1992, the Company sublet
approximately 12,000 square feet of this space to a third party at an annual
rent of approximately $100,000 plus operating expenses. The Company took
occupancy of the subleased space in April 1995. The Company believes that its

facility is adequate for its current needs.

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<TABLE>

MANAGEMENT

The following table sets forth the name, age, and current position of each
executive officer and director of the Company.

<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Herbert M. Stein.............. 67 Chairman, Chief Executive Officer and Director
Dr. David T. Rovee............ 55 President, Chief Operating Officer, Chief
Scientific Officer and Director
Curtis W. Rodenhouse.......... 41 Chief Financial Officer, Treasurer and
Secretary
Dr. Paul Kemp................. 38 Vice President -- Connective Tissue Science
Dr. Nancy L. Parenteau........ 41 Vice President -- Cell and Tissue Science
Dr. Harold B. Reisman......... 59 Vice President -- Operations
Dr. Michael L. Sabolinski..... 39 Vice President -- Medical and Regulatory
Affairs
Dr. Paul L. Termin, D.V.M..... 49 Vice President -- Vascular Products Research
and Development
Richard S. Cresse............. 67 Director
William J. Hopke.............. 39 Director
Dr. Bjorn R. Olsen............ 54 Director
Dr. Anton E. Schrafl.......... 63 Director
</TABLE>

Mr. Stein became Chairman of the Board of Directors in February 1991. He
has been a Director of the Company since October 1986 and the Chief Executive
Officer of the Company since January 1987. Mr. Stein was the Vice Chairman of
the Board of Directors of the Company from January 1987 to February 1991. Mr.
Stein is also a director of EKCO Group, Inc. and BioMedical Waste Systems, Inc.

Dr. Rovee became President, Chief Operating Officer and Chief Scientific
Officer in February 1994. He became a Director of the Company in March 1994. Dr.
Rovee joined the Company in September 1991 as a consultant and was elected Vice
President -- Research and Development of the Company in November 1991. Prior to
joining the Company, Dr. Rovee had been with Johnson & Johnson for 25 years,
most recently as Vice President of Research and Development for J&J Patient
Care, Inc.

Mr. Rodenhouse joined the Company as Chief Financial Officer, Treasurer and
Secretary in December 1994. Prior to joining the Company, Mr. Rodenhouse was
employed at Kellogg Brush Manufacturing Co. since December 1989, and served as
Executive Vice President, Chief Operating Officer and Chief Financial Officer.

Dr. Kemp was elected as Vice President -- Connective Tissue Science in
February 1994. Dr. Kemp was Director, Matrix Engineering from 1990 to 1994,
Director, Collagen Production from 1990 to 1992, Group Leader, Matrix
Biochemistry from 1988 to 1990 and Staff Scientist, Matrix Biochemistry from
1987 to 1988.

Dr. Parenteau was elected as Vice President -- Cell and Tissue Science in
February 1994. Dr. Parenteau was Director -- Cell Biology Research from 1989 to
1994, Project Director -- Living Skin Equivalent and Co-Director of Research
from 1987 to 1989 and Group Leader -- Cell Biology from 1986 to 1987.

Dr. Reisman joined the Company as Vice President -- Operations in February
1989. Prior to joining the Company, Dr. Reisman had been Director of
Manufacturing of the Food Ingredients Division of Stauffer Chemical Co. since
1973. From 1961 through 1973, Dr. Reisman was employed at Merck & Co., Inc.

Dr. Sabolinski was elected Vice President -- Medical and Regulatory Affairs
of the Company in February 1994. Dr. Sabolinski joined the Company in April 1992
as Director of Clinical and Regulatory Affairs. Prior to joining the Company,
Dr. Sabolinski was Vice President of Clinical Affairs at Advanced Tissue
Sciences from November 1991 to March 1992. From 1989 to November 1991, Dr.
Sabolinski was Director of Cardiovascular Products at Sandoz Pharmaceuticals
Corp.

Dr. Termin was elected Vice President -- Vascular Products Research and
Development of the Company in February 1994. Dr. Termin joined the Company as
Director of the Graftartery Program in August 1992.

27
<PAGE> 29

Prior to joining the Company, Dr. Termin served as Director, Medical and
Scientific Affairs from April 1990 and as Principal Scientist from December 1988
to March 1990 at Schneider, a division of Pfizer Inc.

Mr. Cresse has served on the Board of Directors of the Company since 1986.
He has served as Corporate Vice President -- Sales of Arthur D. Little, Inc.
since November 1988.

Mr. Hopke has served on the Board of Directors of the Company since 1990.
He has served as Senior Vice President since June 1993 and Treasurer since June
1995 of Dominion Capital, Inc. In addition, he has served as President of
Dominion Financing, Inc. since January 1988 and Assistant Treasurer of Dominion
Resources, Inc. since 1989. He also serves as a director of Petersburg Long
Distance Inc., Caldera Environmental Corp., Wilshire Technologies, Inc., EPL
Technologies Inc., and Advanced Materials Inc.

Dr. Schrafl has served on the Board of Directors of the Company since 1987.
Dr. Schrafl has served as Deputy Chairman of "Holderbank" Financiere Glaris
Ltd., a Swiss manufacturer of cement, since July 1984.

Dr. Olsen was elected to the Board of Directors of the Company in 1994. Dr.
Olsen served as Hersey Professor of Anatomy, Department of Anatomy and Cellular
Biology, Harvard Medical School, from 1985 to 1993, and has served as Hersey
Professor of Cell Biology, Department of Cell Biology, Harvard Medical School,
since 1993.

28
<PAGE> 30

<TABLE>

PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth certain information as of March 31, 1995
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person known to the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director, (iii) the Company's four
most highly compensated executive officers for the year ended December 31, 1994
and (iv) all directors and executive officers of the Company as a group:

<CAPTION>
SHARES OF
COMMON STOCK PERCENT OF
NAME AND ADDRESS OF BENEFICIALLY COMMON STOCK
BENEFICIAL OWNER OWNED(1) OUTSTANDING
------------------- ------------ ------------
<S> <C> <C>
North American Management Corp. ................................ 865,350(2) 9.2%
Ten Post Office Square
Boston, MA 02109
H.M. Stein Associates........................................... 490,000(3) 5.2%
c/o Herbert M. Stein
2800 South Ocean Boulevard
Boca Raton, FL 33432
Herbert M. Stein................................................ 503,550(4) 5.4%
Richard S. Cresse............................................... 22,000(5) *
William J. Hopke................................................ 17,000(6) *
Dr. Bjorn R. Olsen.............................................. 5,000(5) *
Dr. Anton E. Schrafl............................................ 84,000(7) *
Dr. David T. Rovee.............................................. 63,600(5) *
Dr. Harold B. Reisman........................................... 65,000(5) *
Dr. Michael L. Sabolinski....................................... 27,000(5) *
All directors and officers as a group (13 persons).............. 841,950(8) 9.0%
<FN>
- ---------------
* Less than 1%.

(1) Except as otherwise specifically noted, the number of shares stated as being
owned beneficially includes shares believed to be held beneficially by
spouses, minor children and grandchildren. The inclusion of such shares
however does not constitute an admission that the named stockholders are
direct or indirect beneficial owners of such shares.

(2) The information reported is solely based on information provided by North
American Management Corp.

(3) Represents shares held by H.M. Stein Associates, a limited partnership owned
by members of the immediate family of Herbert M. Stein, an officer and
director of the Company. Mr. Stein owns approximately 8% of the
partnership.

(4) Includes 449,500 shares of Common Stock which are subject to outstanding
options exercisable within the 60-day period following March 31, 1995;
44,100 shares held by H.M. Stein Associates and 9,950 shares owned. Does
not include 445,900 shares of Common Stock held by H.M. Stein Associates.

(5) Represents shares of Common Stock which are subject to outstanding options
exercisable within the 60-day period following March 31, 1995.

(6) Excludes 120,000 shares of Common Stock and 250,000 shares of Preferred
Stock held by Dominion Capital, Inc. Mr. Hopke is an officer and director
of Dominion Capital, Inc. Mr. Hopke disclaims beneficial ownership of the
Common Stock and the Preferred Stock held by Dominion Capital, Inc.
Includes 17,000 shares of Common Stock which are subject to outstanding
options exercisable within the 60-day period following March 31, 1995.

(7) Includes 62,000 shares owned and 22,000 shares of Common Stock which are
subject to outstanding options exercisable within the 60-day period
following March 31, 1995.

(8) Includes 44,100 shares held by H.M. Stein Associates, 9,950 shares held by
Herbert M. Stein, 62,000 shares held by Dr. Schrafl and 725,900 shares of
Common Stock subject to outstanding stock options held by officers and
directors which are exercisable within the 60-day period following March
31, 1995. Excludes 120,000 shares of Common Stock and 250,000 shares of
Preferred Stock held by Dominion Capital, Inc. (see footnote 6 above.).

</TABLE>

29
<PAGE> 31

DESCRIPTION OF CAPITAL STOCK

AUTHORIZED AND OUTSTANDING CAPITAL STOCK. The Company is authorized to
issue 20,000,000 shares of common stock, $.01 par value per share ("Common
Stock"), and 1,000,000 shares of Preferred Stock, $1.00 par value per share
("Preferred Stock").

As of June 28, 1995, there were issued and outstanding 9,379,278 shares of
Common Stock and 250,000 shares of Series A Convertible Preferred Stock (the
"Series A Stock"). In addition, as of June 28, 1995, the Company has reserved an
aggregate of 2,000,000 shares of Common Stock for issuance under its 1986 Stock
Option Plan, 1,200,000 shares of Common Stock for issuance under its 1995 Stock
Option Plan, 300,000 shares of Common Stock under a stock option agreement with
the Chairman of the Company, 187,500 shares of Common Stock for issuance upon
the exercise of certain warrants described below, 150,000 shares of Common Stock
for issuance upon exercise of options granted under the 1991 Employee Stock
Purchase Plan, 100,000 shares of Common Stock for issuance upon exercise of
options granted under the 1991 Directors Stock Option Plan, and 200,000 shares
of Common Stock for the issuance upon exercise of options granted or to be
granted under the 1994 Directors' Stock Option Plan.

Common Stock. The holders of Common Stock are entitled to one vote per
share for each share held of record on all matters submitted to a vote of
stockholders and are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock have the right to a ratable portion of assets remaining after
payment of liabilities and the liquidation preferences of any outstanding
Preferred Stock. The holders of Common Stock have no preemptive rights or rights
to convert their Common Stock into any other securities and are not subject to
future calls or assessments by the Company. All outstanding shares of Common
Stock are fully paid and non-assessable.

Preferred Stock. The Board of Directors may, without further action of the
stockholders of the Company, issue Preferred Stock in one or more series and fix
the rights and preferences thereof, including dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption (including sinking fund
provisions), redemption price or prices, liquidation preferences and the number
of shares constituting any series or the designation of such series.

The rights of the holders of Common Stock as described above will be
subject to, and may be adversely affected by, the rights of holders of any
Preferred Stock that may be issued in the future. Issuance of Preferred Stock,
while providing desirable flexibility in connection with possible acquisitions,
and other corporate purposes, could have the effect of making it more difficult
for a third party to acquire, or of discouraging a third party from acquiring, a
majority of the outstanding voting stock of the Company. The Company has no
present plans to issue any additional shares of Preferred Stock.

Series A Stock. On May 12, 1991, the Board of Directors authorized the
designation of 250,000 shares of Series A Stock. All of the authorized and
issued shares of Series A Stock were then purchased by a stockholder of the
Company. No dividends accrue on the Series A Stock.

The Company may redeem the Series A Stock at any time, in whole or in part,
by paying a redemption price ranging from $8.40 to $8.00 per share, depending on
when such stock is redeemed by the Company. The Series A Stock has a liquidation
preference over Common Stock equal to $8.00 per share.

Each holder of shares of Series A Stock is entitled to the number of votes
equal to the number of whole shares of Common Stock into which the shares of
Series A Stock are convertible. The Company may not (a) amend, alter or repeal
the preferences, special rights or other powers of the Series A Stock so as to
adversely affect the Series A Stock, or (b) amend, alter or modify its Restated
Certificate of Incorporation to increase the number of authorized shares of
Series A Stock, without the written consent of the holders of a majority of the
then outstanding shares of Series A Stock.

Common Stock Purchase Warrants. There are currently outstanding common
stock purchase warrants ("the Investor Warrants") issued by the Company to
certain investors to purchase an aggregate of 187,500 shares of its Common
Stock, for exercise prices ranging from $12.00 per share to $30.55 per share.
All

30
<PAGE> 32

Investor Warrants are exercisable at any time by the holders thereof. The shares
of Common Stock issuable upon exercise of such Investor Warrants (the
"Registrable Shares") have not been registered under the Securities Act.
However, the Company has granted the holders of the Investor Warrants demand
registration rights to require the Company to register the Registrable Shares
under the Securities Act at the Company's expense. The Company has also granted
incidental registration rights to each holder of Investor Warrants.

Investor Warrants to purchase an aggregate of 150,000 shares of Common
Stock expire in November, 1995; and 37,500 Investor Warrants expire on April 3,
1996. As of June 28, 1995, no Investor Warrants had been exercised.

31
<PAGE> 33

DESCRIPTION OF WARRANTS

The following summary of the provisions of each of the Unit Warrants and
Adjustment Warrants is qualified in its entirety by reference to the respective
form of Warrant Agreement, a copy of which is filed as an Exhibit to the
Registration Statement of which this Prospectus is a part.

Unit Warrants. Each Unit Warrant entitles the holder (the "Unit Warrant
Holder") to the right (the "Unit Warrant Right") to purchase one share of Common
Stock at a price of $ per share (expected to be equal to 150% of the
lower of the Initial Purchase Price or the Adjustment Price, as such terms are
defined below), subject to adjustment as described below, at any time through
, 2000, when the Unit Warrants expire. The term "Adjustment
Price" means an amount equal to 97% of the average of the daily volume weighted
average trade price (as reported by Bloomberg Financial Markets News and rounded
to three decimal places) for the Company's Common Stock during a period
beginning on the day after an investment agreement is signed and ending 20
business days later and the term "Initial Purchase Price" means the Per Unit
Price to the Public set forth in the table on the cover page of this Prospectus
divided by five (5). The holder of Unit Warrants may exercise some or all of the
Unit Warrants held by such holder by executing the appropriate subscription form
attached to the Unit Warrant Agreement and delivering the form to the Company,
together with the payment of the exercise price for the shares of Common Stock
purchased. The exercise price may be paid by certified or bank check or by wire
transfer. Unit Warrants may be exercised on more than one occasion prior to
expiration of the Unit Warrants. Unit Warrant holders will not have any voting
or other rights as stockholders of the Company.

The Unit Warrant included in each Unit is subject to adjustment in the
event the Adjustment Price exceeds the Initial Purchase Price by an amount equal
to or greater than $2.00 per share, in which event each Unit shall include a
Unit Warrant to purchase one-half share of Common Stock instead of one share of
Common Stock.

The Unit Warrants may, subject to certain exceptions, be redeemed by the
Company at a price of $.01 each, at any time after , 1997 upon 30
days prior written notice, if the average of the closing sale prices of the
Common Stock (as reported by the American Stock Exchange) exceeds $ per
share (expected to be equal to 150% of the Warrant Exercise Price) for any
thirty (30) consecutive trading days ending within 30 days of the notice of
redemption. The Unit Warrant Rights contained in any Unit Warrants so called for
redemption will be forfeited unless such Unit Warrants are exercised prior to
the date specified in the notice of redemption.

Adjustment Warrants. In the event that the Adjustment Price is lower than
the Initial Purchase Price, the Company will issue Adjustment Warrants to each
investor equal to the Initial Purchase Price less the Adjustment Price
multiplied by the number of shares of Common Stock included in the Units
purchased by such investor, and divided by the Adjustment Price. The exercise
price of the Adjustment Warrants will be $.01 per share of Common Stock and the
Adjustment Warrants will be exercisable by the holder thereof for a period
beginning 65 days from the date that the holder gives notice to the Company and
ending 155 days after such notice and will expire at the end of this period. The
Adjustment Warrants will expire on the third anniversary of their issuance if
they have not previously expired. The Adjustment Warrants may not be redeemed by
the Company.

Transferability. The Unit Warrants and the Adjustment Warrants
(collectively, the "Warrants") are nontransferable and no public market for
trading the Warrants is expected to exist.

Adjustments. The exercise price of the Warrants, the number of shares of
Common Stock issuable upon the exercise of the Unit Warrant Rights and the price
at which the Company may redeem the Unit Warrants are subject to adjustment in
the event of stock dividend, stock split, reverse stock split, recapitalization,
merger, consolidation or certain other events. In the event of the complete
liquidation and dissolution of the Company, the Warrants will terminate.

The Company has authorized and reserved for issuance a number of shares of
Common Stock sufficient to provide for the exercise of the right to purchase
shares currently represented by the Warrants. When issued against receipt of the
payment provided for in the Warrants, each share of Common Stock will be fully
paid and nonassessable.

32
<PAGE> 34

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain United States federal income
tax considerations that prospective purchasers of the Units should take into
account. The discussion is based upon the Internal Revenue Code of 1986 as
presently in effect, Treasury Department proposed, temporary and final
regulations, judicial decisions and Internal Revenue Service rulings and
administrative practices, all of which are subject to prospective or retroactive
change. The tax consequences to prospective investors may vary based on the
individual circumstances of each investor and the tax consequences to any
particular investor may be affected by matters not discussed below. PROSPECTIVE
INVESTORS ARE URGED TO CONSULT THEIR OWN ADVISORS WITH SPECIFIC REFERENCE TO
THEIR OWN FEDERAL INCOME TAX SITUATIONS, AS WELL AS ESTATE, GIFT, FOREIGN, STATE
AND LOCAL TAX ASPECTS OF AN INVESTMENT IN THE COMPANY.

DETERMINATION OF TAX BASIS

For purposes of determining a holder's adjusted tax basis in the Common
Stock and the Unit Warrants for federal income tax purposes, the purchase price
of each Unit must be allocated between the Common Stock and the Unit Warrants. A
holder's adjusted tax basis for the Common Stock will equal the portion of each
Unit's purchase price allocated to the Common Stock based on the relative fair
market values of the Common Stock and the Unit Warrants on the closing date of
the transaction. A holder's adjusted tax basis for each Unit Warrant will equal
the portion of each Unit's purchase price not allocated to the Common Stock.

TREATMENT OF ADJUSTMENT WARRANTS

If the Company issues Adjustment Warrants, the issuance of such Adjustment
Warrants will likely be treated for federal income tax purposes as the issuance
of the number of shares of Common Stock for which such Adjustment Warrants are
exercisable.

SALES OF COMMON STOCK OR UNIT WARRANTS

On a sale or other taxable disposition of any Common Stock or Unit Warrant,
a holder will recognize gain or loss in an amount equal to the difference
between the amount received on the disposition and the holder's adjusted tax
basis in any such Common Stock or Unit Warrant. Gain or loss on the sale of the
Common Stock will generally be capital gain or loss if the Common Stock is
treated as a capital asset in the hands of the holder on the date of sale. Gain
or loss on the sale of a Unit Warrant will be capital gain or loss if the Common
Stock is or would be treated as a capital asset in the hands of the holder of
the Unit Warrant on the date of sale. The capital gain or loss will be long-term
capital gain or loss if the holder's holding period for such Common Stock or
Unit Warrants is more than one year at the time of the disposition. A
non-corporate holder is taxable on long-term capital gains at a maximum federal
tax rate of 28%, contrasted with the maximum federal tax rate applicable to
short-term capital gains of 39.6% (not taking into account the phase-out of
personal exemptions and certain itemized deductions). A corporate holder is
taxable on long-term capital gains at a maximum federal tax rate of 35%.

EXERCISE OF UNIT WARRANTS

Upon the exercise of a Unit Warrant, a holder will not recognize any gain
or loss. The holder's adjusted tax basis in the Common Stock received upon
exercise of the Unit Warrant will be equal to the adjusted tax basis of the Unit
Warrant increased by the amount paid on exercise of the Unit Warrant. The
holding period for the Common Stock received upon exercise of the Unit Warrant
will commence upon exercise.

REDEMPTION OF UNIT WARRANTS

Upon the redemption by the Company of a Unit Warrant, a holder will
recognize gain or loss in an amount equal to the difference between the amount
received on the redemption and the holder's adjusted tax basis in such Unit
Warrant. If the Common Stock would have been a capital asset in the hands of the
holder of the Unit Warrant, the gain or loss will generally be treated as
capital gain. If the Common Stock would not have been a capital asset in the
hands of the holder of the Unit Warrant or if the IRS successfully asserted

33
<PAGE> 35

that the redemption of the Unit Warrant constituted a termination of a
contractual obligation rather than the sale or exchange of a capital asset, the
gain or loss would be treated as ordinary income or ordinary loss. Any capital
gain or loss will be long-term capital gain or loss if the holder's holding
period for the Unit Warrants is more than one year at the time of the
disposition.

EXPIRATION OF UNIT WARRANTS

Upon the expiration of a Unit Warrant without exercise, a holder will
recognize a capital loss in an amount equal to the adjusted tax basis of the
Unit Warrant.

PLAN OF DISTRIBUTION

The Units offered hereby are being offered for sale directly by the
Company. The Company does not anticipate offering the Units through
underwriters, dealers or agents. However, if the Company does offer the Units
through any of the foregoing, the net proceeds to the Company would be reduced
by any discounts or commissions which would be required to be paid by the
Company to any such underwriter, dealer or agent. The price of the Units offered
hereby and the exercise price of the Common Stock underlying the Warrants will
be determined through negotiations between the Company and prospective
purchasers of the Units.

There can be no assurance that the Company will be successful in selling
any or all of the Units offered hereby. The Company has not fixed a minimum
number of Units to be sold pursuant to this Prospectus. Therefore, the Company
may sell less than all of the Units offered hereby, which may significantly
reduce the amount of proceeds to be received by the Company. Funds received by
the Company on the sale of less than all of the Units offered hereby will not be
placed in an escrow, trust or similar account.

The Chief Executive Officer, President and Chief Financial Officer of the
Company, with the assistance of other officers as needed, will participate in
the sale of the Units to the purchasers. These participants, who will not
receive any compensation for these activities, will not be deemed to be brokers
pursuant to Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.
The Company does not expect to offer or sell Units in any state whose securities
laws would require that the Units only be sold through licensed brokers or
dealers.

LEGAL MATTERS

The validity of the Units offered hereby will be passed upon for the
Company by Hale and Dorr, Boston, Massachusetts.

EXPERTS

The consolidated balance sheets of the Company as of December 31, 1994 and
1993 and the related consolidated statements of operations, stockholders'
deficit and cash flows for each of the three years in the period ended December
31, 1994 are incorporated by reference in this Prospectus and elsewhere in the
registration statement and have been incorporated herein in reliance upon the
reports of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of such firm as experts in accounting and auditing.

34
<PAGE> 36
================================================================================
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR SOLICITATION OF, ANY PERSON IN
ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

------------------------
<TABLE>
TABLE OF CONTENTS

<CAPTION>
PAGE
----
<S> <C>
Incorporation of Certain Documents by Reference.............. 2
Available Information........................................ 2
Prospectus Summary........................................... 3
Risk Factors................................................. 6
Use of Proceeds.............................................. 11
Common Stock Price Range..................................... 12
Dividend Policy.............................................. 12
Capitalization............................................... 13
Dilution..................................................... 14
Selected Consolidated Financial Data......................... 15
Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................. 16
Business..................................................... 18
Management................................................... 27
Principal Stockholders and Management........................ 29
Description of Capital Stock................................. 30
Description of Warrants...................................... 32
Certain Federal Income Tax Considerations.................... 33
Plan of Distribution......................................... 34
Legal Matters................................................ 34
Experts...................................................... 34
</TABLE>

================================================================================

================================================================================
ORGANOGENESIS INC.

200,000 UNITS

[LOGO]

EACH UNIT CONSISTING OF FIVE SHARES OF
COMMON STOCK AND ONE REDEEMABLE
COMMON STOCK PURCHASE WARRANT,

SUBJECT TO ADJUSTMENT

--------------------

PROSPECTUS

--------------------

, 1995
================================================================================
<PAGE> 37

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

<TABLE>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The costs of issuance and distribution will be borne by the Registrant as
follows:

<S> <C>
SEC Registration Fee.............................................................. $ 18,730
AMEX Listing Fee.................................................................. 17,500
Transfer Agent and Registrar*..................................................... 3,500
Accounting Fees and Expenses*..................................................... 20,000
Legal Fees and Expenses*.......................................................... 50,000
Printing and Engraving*........................................................... 25,000
Miscellaneous*.................................................................... 15,270
--------
Total................................................................... $150,000
========

<FN>
- ---------------
* Estimated

</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful, provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.

The Company's Restated Certificate of Incorporation provides for
indemnification to the fullest extent permitted by law and that the Company may
advance litigation expenses to an officer or director prior to the final
disposition of an action.

The Company's Restated Certificate of Incorporation also provides, as
permitted by Delaware law, that directors shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of a director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or knowing violations of law,
(iii) under Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit.

The Company has a Directors and Officers liability insurance policy that
insures the Company's officers and directors against certain liabilities.

II-1
<PAGE> 38

ITEM 16. EXHIBITS.

See Exhibit Index included immediately preceding the Exhibits to this
Registration Statement, which is incorporated herein by reference.

ITEM 17. UNDERTAKINGS.

(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the provisions
described under "Item 15 -- Indemnification of Directors and Officers" above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

(b) The undersigned Registrant hereby undertakes:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4), or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

II-2
<PAGE> 39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Canton, Commonwealth of
Massachusetts on the 5th day of July, 1995.

ORGANOGENESIS INC.

By: /S/ HERBERT M. STEIN*

----------------------

HERBERT M. STEIN

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
/S/ HERBERT M. STEIN* Chief Executive Officer, July 5, 1995
- ------------------------------------------ Chairman and Director
Herbert M. Stein (Principal Executive Officer)

/S/ DAVID T. ROVEE* President, Chief Operating July 5, 1995
- ------------------------------------------ Officer, Chief Scientific
David T. Rovee Officer and Director

/S/ CURTIS W. RODENHOUSE Chief Financial Officer, July 5, 1995
- ------------------------------------------ Treasurer and Secretary
Curtis W. Rodenhouse (Principal Financial Officer
and Principal Accounting
Officer)

/S/ RICHARD S. CRESSE* Director July 5, 1995
- ------------------------------------------
Richard S. Cresse

/S/ WILLIAM J. HOPKE* Director July 5, 1995
- ------------------------------------------
William J. Hopke

/S/ ANTON E. SCHRAFL* Director July 5, 1995
- ------------------------------------------
Anton E. Schrafl

/S/ BJORN R. OLSEN* Director July 5, 1995
- ------------------------------------------
Bjorn R. Olsen

*By: /S/ CURTIS W. RODENHOUSE

-------------------------

Curtis W. Rodenhouse
Attorney-in-fact

</TABLE>
II-3
<PAGE> 40
<TABLE>
EXHIBIT INDEX

<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
*4.1 Restated Certificate of Incorporation, as amended, of Organogenesis Inc.
**4.2 Certificate of Stock Designation, Number, Voting Powers, Preferences and Rights of
the Series of the Preferred Stock of Organogenesis Inc. to be Designated Series A
Convertible Preferred Stock
***4.2 By-Laws, as amended, of Organogenesis Inc.
4.3 Form of Unit Warrant Agreement
4.4 Form of Adjustment Warrant Agreement
4.5 Form of Investment Agreement
5 Opinion of Hale and Dorr
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Hale and Dorr (included in Exhibit 5)
+24 Powers of Attorney

<FN>
- ---------------
* Incorporated by reference to the Company's Registration Statement on Form
S-3 (File No. 33-40287), filed with the Commission on April 30, 1991.

** Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1991 (File No. 0-15246), filed with the
Commission on August 13, 1991).

*** Incorporated by reference to the Company's Annual Report on Form 10-K, as
filed with the Commission on March 31, 1987 (File No. 0-15246).

+ Previously Filed.

</TABLE>

<PAGE> 1

EXHIBIT 4.3

THIS WARRANT IS NONTRANSFERABLE
EXCEPT AS SET FORTH IN SECTION 4 OF THIS WARRANT

Warrant No. U-

Date of Issuance: ,
Number of Shares:

ORGANOGENESIS INC.

REDEEMABLE COMMON STOCK PURCHASE WARRANT

(VOID AFTER JULY , 2000)

Organogenesis Inc., a Delaware corporation (the "Company"), for value
received, hereby certifies that [name of purchaser of Warrant], or its
registered assigns (the "Registered Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company, at any time or from time to time
on or after the date hereof and on or before July , 2000 at not later than 5:00
p.m. (Boston, Massachusetts time), provided this Warrant has not sooner been
redeemed by the Company pursuant to Section 12 herein, shares of Common Stock,
$.01 par value per share, of the Company, at a purchase price of $ per share.
The shares purchasable upon exercise of this Warrant, and the purchase price per
share, each as adjusted from time to time pursuant to the provisions of this
Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase
Price," respectively.

1. EXERCISE.

(a) This Warrant may be exercised by the Registered Holder at any time
on or after the date hereof and prior to expiration or redemption, in whole
or in part, by surrendering this Warrant, with the purchase form appended
hereto as Exhibit I duly executed by such Registered Holder or by such
Registered Holder's duly authorized attorney, at the principal office of
the Company, or at such other office or agency as the Company may
designate, accompanied by payment in full, in lawful money of the United
States, of the Purchase Price payable in respect of the number of Warrant
Shares purchased upon such exercise.

(b) Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which
this Warrant shall have been surrendered to the Company as provided in
subsection 1(a) above. At such time, the person or persons in whose name or
names any certificates for Warrant Shares shall be issuable upon such
exercise as provided in subsection 1(c) below shall be deemed to have
become the holder or holders of record of the Warrant Shares represented by
such certificates.

(c) As soon as practicable after the exercise of this Warrant in full
or in part, and in any event within 10 days thereafter, the Company, at its
expense, will cause to be issued in the name of, and delivered to, the
Registered Holder, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct:

(i) a certificate or certificates for the number of full Warrant
Shares to which such Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which such Registered
Holder would otherwise be entitled, cash in an amount determined
pursuant to Section 3 hereof; and

(ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling in the aggregate
on the face or faces thereof for the number of Warrant Shares equal
(without giving effect to any adjustment therein) to the number of such
shares called for on the face of this Warrant minus the number of such
shares purchased by the Registered Holder upon such exercise.
<PAGE> 2

2. ADJUSTMENTS.

(a) If outstanding shares of the Company's Common Stock shall be
subdivided into a greater number of shares or a dividend in Common Stock
shall be paid in respect of Common Stock, the Purchase Price in effect
immediately prior to such subdivision or at the record date of such
dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately
reduced. If outstanding shares of Common Stock shall be combined into a
smaller number of shares, the Purchase Price in effect immediately prior to
such combination shall, simultaneously with the effectiveness of such
combination, be proportionately increased. When any adjustment is required
to be made in the Purchase Price, the number of Warrant Shares purchasable
upon the exercise of this Warrant shall be changed to the number determined
by dividing (i) an amount equal to the number of shares issuable upon the
exercise of this Warrant immediately prior to such adjustment, multiplied
by the Purchase Price in effect immediately prior to such adjustment, by
(ii) the Purchase Price in effect immediately after such adjustment.

(b) If there shall occur any capital reorganization or
reclassification of the Company's Common Stock (other than a change in par
value or a subdivision or combination as provided for in subsection 2(a)
above), or any consolidation or merger of the Company with or into another
corporation, or a transfer of all or substantially all of the assets of the
Company, then, as part of any such reorganization, reclassification,
consolidation, merger or sale, as the case may be, lawful provision shall
be made so that the Registered Holder of this Warrant shall have the right
thereafter to receive upon the exercise hereof the kind and amount of
shares of stock or other securities or property which such Registered
Holder would have been entitled to receive if, immediately prior to any
such reorganization, reclassification, consolidation, merger or sale, as
the case may be, such Registered Holder had held the number of shares of
Common Stock which were then purchasable upon the exercise of this Warrant.
In any such case, appropriate adjustment (as reasonably determined in good
faith by the Board of Directors of the Company) shall be made in the
application of the provisions set forth herein with respect to the rights
and interests thereafter of the Registered Holder of this Warrant, such
that the provisions set forth in this Section 2 (including provisions with
respect to adjustment of the Purchase Price) shall thereafter be
applicable, as nearly as is reasonably practicable, in relation to any
shares of stock or other securities or property thereafter deliverable upon
the exercise of this Warrant.

(c) When any adjustment is required to be made in the Purchase Price,
the Company shall promptly mail to the Registered Holder a certificate
setting forth the Purchase Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment. Such certificate
shall also set forth the kind and amount of stock or other securities or
property into which this Warrant shall be exercisable following the
occurrence of any of the events specified in subsection 2(a) or (b) above.

(d) In case any event shall occur as to which the provisions of this
Section 2 are not strictly applicable including, but not limited to,
amendment of the Company's certificate of incorporation or through any
dissolution or any other voluntary action by the Company whereby the
failure to make any adjustment would materially and adversely affect the
purchase rights represented by this Warrant, then, in each such case, the
Company shall appoint a firm of independent certified public accountants of
recognized national standing (which may be the regular auditors of the
Company) or other independent third party agreed upon by the Company and at
least 50% of the holders of the outstanding Company Warrants, as defined
herein, which shall give their opinion upon the adjustment, if any, on a
basis necessary to preserve, without dilution, the purchase rights
represented by this Warrant. Upon receipt of such opinion, the Company will
promptly mail a copy thereof to the Registered Holder of this Warrant and
shall make the adjustments described therein. Notwithstanding the
foregoing, this Section (d) shall not be deemed to accord any adjustment
rights due to the sale by the Company of any of its securities or the
granting by the Company of any right to purchase any of its securities.

3. FRACTIONAL SHARES. The Company shall not be required upon the exercise
of this Warrant to issue any fractional shares, but shall make an adjustment
therefor in cash on the basis of the fair market value per share of Common
Stock, as determined in good faith by the Board of Directors.

2
<PAGE> 3

4. NON-TRANSFERABILITY.

THIS WARRANT SHALL NOT BE SOLD OR TRANSFERRED.

Notwithstanding the foregoing, this Warrant may be transferred by a
Registered Holder (i) which is a partnership to a partner of such partnership or
a retired partner of such partnership who retires after the date hereof, or to
the estate of any such partner or retired partner, or (ii) to a spouse or
immediate family member (brother, sister, father, mother, grandfather,
grandmother, grandson or granddaughter) of the Registered Holder, if the
transferee agrees in writing to be subject to the terms of this Section 4.

5. NO IMPAIRMENT. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the holder of
this Warrant against impairment.

6. LIQUIDATING DIVIDENDS. If the Company pays a dividend or makes a
distribution on the Common Stock payable otherwise than in cash out of earnings
or earned surplus (determined in accordance with generally accepted accounting
principles) except for a stock dividend payable in shares of Common Stock (a
"Liquidating Dividend"), then the Company will pay or distribute to the
Registered Holder of this Warrant, upon the exercise hereof, in addition to the
Warrant Shares purchased upon such exercise, the Liquidating Dividend which
would have been paid to such Registered Holder if he had been the owner of
record of such Warrant Shares immediately prior to the date on which a record is
taken for such Liquidating Dividend or, if no record is taken, the date as of
which the record holders of Common Stock entitled to such dividends or
distribution are to be determined.

7. NOTICES OF RECORD DATE, ETC.

In case:

(a) the Company shall take a record of the holders of its Common Stock
(or other stock or securities at the time deliverable upon the exercise of
this Warrant) for the purpose of entitling or enabling them to receive any
dividend or other distribution, or to receive any right to subscribe for or
purchase any shares of stock of any class or any other securities, or to
receive any other right; or

(b) of any capital reorganization of the Company, any reclassification
of the capital stock of the Company, any consolidation or merger of the
Company with or into another corporation (other than a consolidation or
merger in which the Company is the surviving entity), or any transfer of
all or substantially all of the assets of the Company; or

(c) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company, then, and in each such case, the Company will
mail or cause to be mailed to the Registered Holder of this Warrant a
notice specifying, as the case may be, (i) the date on which a record is to
be taken for the purpose of such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right,
or (ii) the effective date on which such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up is
to take place, and the time, if any is to be fixed, as of which the holders
of record of Common Stock (or such other stock or securities at the time
deliverable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities)
for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation
or winding-up. Such notice shall be mailed at least ten (10) days prior to
the record date or effective date for the event specified in such notice.

8. RESERVATION OF STOCK. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant.

3
<PAGE> 4

9. EXCHANGE OF WARRANTS. Upon the surrender by the Registered Holder of
any Warrant or Warrants, properly endorsed, to the Company at the principal
office of the Company, the Company will, subject to the provisions of Section 4
hereof, issue and deliver to or upon the order of such Holder, at the Company's
expense, a new Warrant or Warrants of like tenor, in the name of such Registered
Holder or as such Registered Holder (upon payment by such Registered Holder of
any applicable transfer taxes) may direct, calling in the aggregate on the face
or faces thereof for the number of shares of Common Stock called for on the face
or faces of the Warrant or Warrants so surrendered.

10. REPLACEMENT OF WARRANTS. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.

11. TRANSFERS, ETC.

(a) The Company will maintain a register containing the names and
addresses of the Registered Holders of this Warrant. Any Registered Holder
may change its or his address as shown on the warrant register by written
notice to the Company requesting such change.

(b) This Warrant and all rights hereunder are may be transferred, only
in accordance with the provisions of Section 4, in whole or in part, upon
surrender of this Warrant with a properly executed assignment (in the form
of Exhibit II hereto) at the principal office of the Company.

(c) Until any transfer of this Warrant is made in the warrant
register, the Company may treat the Registered Holder of this Warrant as
the absolute owner hereof for all purposes; provided, however, that if and
when this Warrant is properly assigned in blank, the Company may (but shall
not be obligated to) treat the bearer hereof as the absolute owner hereof
for all purposes, notwithstanding any notice to the contrary.

12. REDEMPTION OF WARRANT. At any time after July , 1997, the Company
may, on thirty days' prior written notice redeem this Warrant at a price equal
to $.01 times the number of Warrant Shares purchaseable upon exercise of this
Warrant, if the average of the closing sales prices of the Company's Common
Stock (as reported on the American Stock Exchange) exceeds $ per share. This
Warrant and all rights of the Registered Holder hereunder shall be forfeited
unless this Warrant is exercised prior to the date specified in the notice of
redemption.

13. MAILING OF NOTICES, ETC. All notices and other communications from
the Company to the Registered Holder of this Warrant shall be mailed by
first-class certified or registered mail, postage prepaid, to the address
furnished to the Company in writing by the last Registered Holder of this
Warrant who shall have furnished an address to the Company in writing. All
notices and other communications from the Registered Holder of this Warrant or
in connection herewith to the Company shall be mailed by first-class certified
or registered mail, postage prepaid, to the Company at its principal office set
forth below. If the Company should at any time change the location of its
principal office to a place other than as set forth below, it shall give prompt
written notice to the Registered Holder of this Warrant and thereafter all
references in this Warrant to the location of its principal office at the
particular time shall be as so specified in such notice.

14. NO RIGHTS AS STOCKHOLDER. Until the exercise of this Warrant, the
Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a stockholder of the Company.

15. CHANGE OR WAIVER. This Warrant is one of a series of Warrants issued
by the Company, all dated the date hereof and of like tenor, except as to the
number of shares of Common Stock subject thereto (collectively, the "Company
Warrants"). Any term of this Warrant may be amended or waived upon the written
consent of the Company and the holders of Company Warrants representing at least
50% of the number of shares of Common Stock then subject to outstanding Company
Warrants; provided that any such amendment or waiver must apply to all Company
Warrants then outstanding; and provided further that the number of Warrant
Shares subject to this Warrant and the Purchase Price of this Warrant may not be

4
<PAGE> 5

amended, and the right to exercise this Warrant may not be waived, without the
written consent of the holder of this Warrant (it being agreed that an amendment
to or waiver under any of the provisions of Section 2 of this Warrant shall not
be considered an amendment of the number of Warrant Shares or the Purchase
Price).

16. HEADINGS. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

17. GOVERNING LAW. This Warrant will be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.

ORGANOGENESIS INC.

By: ................................

Title: .............................

[Corporate Seal]

ATTEST:

....................................

5
<PAGE> 6

EXHIBIT I

PURCHASE FORM

To:

Dated:

The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. ), hereby irrevocably elects to purchase shares of the
Common Stock covered by such Warrant. The undersigned herewith makes payment of
$ , representing the full purchase price for such shares at the price per
share provided for in such Warrant.

Signature: .........................
Address: ...........................
..........................

6
<PAGE> 7

EXHIBIT II

ASSIGNMENT FORM

hereby assigns and transfers all of the rights of
the undersigned under the attached Warrant (No. ) with respect to the
number of shares of Common Stock covered thereby set forth below, unto:

<TABLE>
<CAPTION>
NAME OF ASSIGNEE ADDRESS NO. OF SHARES
---------------- ------- -------------
<S> <C> <C>

</TABLE>
Relationship of Assignee to Registered Holder:

Dated: ............................... Signature: ................................
Dated: ............................... Signature: ................................

</TABLE>

<PAGE> 1

EXHIBIT 4.4

THIS WARRANT IS NONTRANSFERABLE
EXCEPT AS SET FORTH IN SECTION 4 OF THIS WARRANT

Warrant No. A- Number of Shares:
Date of Issuance: , (subject to adjustment)

ORGANOGENESIS INC.

COMMON STOCK PURCHASE WARRANT

(VOID AFTER JULY , 1998)

Organogenesis Inc., a Delaware corporation (the "Company"), for value
received, hereby certifies that [name of purchaser of Warrant], or its
registered assigns (the "Registered Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company, at any time during the Exercise
Period, as specified in paragraph 1 below, or from time to time on or after the
date of issuance and on or before July , 1998 at not later than 5:00 p.m.
(Boston, Massachusetts time), shares of Common Stock, $.01 par value
per share, of the Company, at a purchase price of $.01 per share. The shares
purchasable upon exercise of this Warrant, and the purchase price per share,
each as adjusted from time to time pursuant to the provisions of this Warrant,
are hereinafter referred to as the "Warrant Shares" and the "Purchase Price,"
respectively.

1. EXERCISE.

(a) Whereas the Company desires sufficient notice of the exercise of
this Warrant to ensure that the Company take, or cause to be taken, all
actions necessary, proper or advisable, in order to exercise this Warrant,
the Registered Holder must notify the Company in writing that the Holder
desires to commence the period during which the Warrant shall be
exercisable. Commencing on the sixty-fifth day following the giving of such
notice, and for a period of 90 days thereafter (the "Exercise Period"), the
Warrant shall be exercisable. Notwithstanding the foregoing, the Warrant
shall not be exercisable until the 85th day following the date of issuance
of this Warrant. This Warrant will not be exercisable, in whole or in part,
after the Exercise Period has terminated. To exercise this Warrant, the
Registered Holder must surrender this Warrant during the Exercise Period,
with the purchase form appended hereto as Exhibit I duly executed by such
Registered Holder or by such Registered Holder's duly authorized attorney,
at the principal office of the Company, or at such other office or agency
as the Company may designate, accompanied by payment in full, in lawful
money of the United States, of the Purchase Price payable in respect of the
number of Warrant Shares purchased upon such exercise.

(b) This Warrant shall be deemed to have been exercised immediately
prior to the close of business on the day on which this Warrant shall have
been surrendered to the Company as provided in subsection 1(a) above. At
such time, the person or persons in whose name or names any certificates
for Warrant Shares shall be issuable upon such exercise as provided in
subsection 1(c) below shall be deemed to have become the holder or holders
of record of the Warrant Shares represented by such certificates.

(c) As soon as practicable after the exercise of this Warrant in full
or in part, and in any event within 3 days thereafter, the Company, at its
expense, will cause to be issued in the name of, and delivered to, the
Registered Holder, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct: a certificate or certificates for
the number of full Warrant Shares to which such Registered Holder shall be
entitled upon such exercise plus, in lieu of any fractional share to which
such Registered Holder would otherwise be entitled, cash in an amount
determined pursuant to Section 3 hereof.
<PAGE> 2

2. ADJUSTMENTS.

(a) If outstanding shares of the Company's Common Stock shall be
subdivided into a greater number of shares or a dividend in Common Stock
shall be paid in respect of Common Stock, the Purchase Price in effect
immediately prior to such subdivision or at the record date of such
dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately
reduced; PROVIDED, HOWEVER, that the Purchase Price shall not be reduced
below the par value of the Common Stock. If outstanding shares of Common
Stock shall be combined into a smaller number of shares, the Purchase Price
in effect immediately prior to such combination shall, simultaneously with
the effectiveness of such combination, be proportionately increased. When
any adjustment is required to be made in the Purchase Price, the number of
Warrant Shares purchasable upon the exercise of this Warrant shall be
changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of this Warrant immediately
prior to such adjustment, multiplied by the Purchase Price in effect
immediately prior to such adjustment, by (ii) the Purchase Price in effect
immediately after such adjustment.

(d) In case any event shall occur as to which the provisions of this
Section 2 are not strictly applicable, including, but not limited to,
amendment of the Company's certificate of incorporation or through any
dissolution or any other voluntary action by the Company whereby the
failure to make any adjustment would materially and adversely affect the
purchase rights represented by this Warrant, then, in each such case, the
Company shall appoint a firm of independent certified public accountants of
recognized national standing (which may be the regular auditors of the
Company), or other independent third party agreed upon by the Company and
at least 50% of the holders of the outstanding Company Warrants, as defined
herein, which shall give their opinion upon the adjustment, if any, on a
basis necessary to preserve, without dilution, the purchase rights
represented by this Warrant. Upon receipt of such opinion, the Company will
promptly mail a copy thereof to the Registered Holder of this Warrant and
shall make the adjustments described therein. Notwithstanding the
foregoing, this Section (d) shall not be deemed to accord any adjustment
rights due to the sale by the Company of any of its securities or the
granting by the Company of any right to purchase any of its securities.

2
<PAGE> 3

4. NON-TRANSFERABILITY.

THIS WARRANT SHALL NOT BE SOLD OR TRANSFERRED.

Notwithstanding the foregoing, this Warrant may be transferred by a
Registered Holder (i) which is a partnership to a partner of such partnership or
a retired partner of such partnership who retires after the date hereof, or to
the estate of any such partner or retired partner, or (ii) to a spouse or
immediate family member (brother, sister, father, mother, grandfather,
grandmother, grandson or granddaughter) of the Registered Holder if the
transferee agrees in writing to be subject to the terms of this Section 4.

7. NOTICES OF RECORD DATE, ETC.

In case:

3
<PAGE> 4

9. EXCHANGE OF WARRANTS. Upon the surrender by the Registered Holder of any
Warrant or Warrants, properly endorsed, to the Company at the principal office
of the Company, the Company will, subject to the provisions of Section 4 hereof,
issue and deliver to or upon the order of such Holder, at the Company's expense,
a new Warrant or Warrants of like tenor, in the name of such Registered Holder
or as such Registered Holder (upon payment by such Registered Holder of any
applicable transfer taxes) may direct, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face or
faces of the Warrant or Warrants so surrendered.

11. TRANSFERS, ETC.

12. MAILING OF NOTICES, ETC. All notices and other communications from the
Company to the Registered Holder of this Warrant shall be mailed by first-class
certified or registered mail, postage prepaid, to the address furnished to the
Company in writing by the last Registered Holder of this Warrant who shall have
furnished an address to the Company in writing. All notices and other
communications from the Registered Holder of this Warrant or in connection
herewith to the Company shall be mailed by first-class certified or registered
mail, postage prepaid, to the Company at its principal office set forth below.
If the Company should at any time change the location of its principal office to
a place other than as set forth below, it shall give prompt written notice to
the Registered Holder of this Warrant and thereafter all references in this
Warrant to the location of its principal office at the particular time shall be
as so specified in such notice.

13. NO RIGHTS AS STOCKHOLDER. Until the exercise of this Warrant, the
Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a stockholder of the Company.

14. CHANGE OR WAIVER. This Warrant is one of a series of Warrants issued by
the Company, all dated the date hereof and of like tenor, except as to the
number of shares of Common Stock subject thereto (collectively, the "Company
Warrants"). Any term of this Warrant may be amended or waived upon the written
consent of the Company and the holders of Company Warrants representing at least
50% of the number of shares of Common Stock then subject to outstanding Company
Warrants; provided that any such amendment or waiver must apply to all Company
Warrants then outstanding; and provided further that the number of Warrant
Shares subject to this Warrant and the Purchase Price of this Warrant may not be
amended, and the right to exercise this Warrant may not be waived, without the
written consent of the holder of this Warrant (it being agreed that an amendment
to or waiver under any of the provisions of Section 2 of this Warrant shall not
be considered an amendment of the number of Warrant Shares or the Purchase
Price).

4
<PAGE> 5

15. HEADINGS. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

16. GOVERNING LAW. This Warrant will be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.

ORGANOGENESIS INC.

By:.................................

Title:..............................

[Corporate Seal]

ATTEST:

....................................

5
<PAGE> 6

EXHIBIT I

PURCHASE FORM

To:

Dated:

The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. ), hereby irrevocably elects to purchase shares of the Common Stock
covered by such Warrant. The undersigned herewith makes payment of $ ,
representing the full purchase price for such shares at the price per share
provided for in such Warrant.

Signature:..........................

Address: ...........................

6
<PAGE> 7

EXHIBIT II

ASSIGNMENT FORM

hereby assigns and transfers all of the rights of
the undersigned under the attached Warrant (No. ) with respect to the number of
shares of Common Stock covered thereby set forth below, unto:

<TABLE>
<CAPTION>
NAME OF ASSIGNEE ADDRESS NO. OF SHARES
---------------- ------- -------------
<S> <C> <C>

</TABLE>

Relationship of Assignee to Registered Holder:

<TABLE>
<S> <C>
Dated:...................................... Signature:..................................

Dated:...................................... Witness:....................................
</TABLE>

<PAGE> 1

FORM OF INVESTMENT AGREEMENT
BETWEEN
ORGANOGENESIS INC.
AND

DATED AS OF ,
<PAGE> 2

FORM OF INVESTMENT AGREEMENT

This INVESTMENT AGREEMENT (the "Agreement") is entered into as of
, 199 (the "Agreement Date") by and between
, a corporation (the
"Investor"), and ORGANOGENESIS INC., a Delaware corporation (the "Company").

Whereas, the parties desire that the Investor become an equity investor in
the Company by purchasing shares (as determined under Article I hereof) of the
Company's Common Stock, par value $.01 per share (the "Common Stock").

Now, Therefore, the parties hereto agree as follows:

ARTICLE I
PURCHASE AND SALE OF COMMON STOCK

1.1 PURCHASE AND SALE OF COMMON STOCK. Upon the terms and conditions set
forth herein, the Company shall issue and sell to the Investor pursuant to an
effective Registration Statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), and the
Investor shall purchase, (i) shares of Common Stock (the "Shares");
(ii) a quantity of Redeemable Common Stock Purchase Warrants (the "Unit
Warrants") as set forth in Section 1.3; and (iii) a quantity of Common Stock
Adjustment Purchase Warrants (the "Adjustment Warrants") determined in
accordance with Section 1.3. The Unit Warrants and the Adjustment Warrants shall
have the terms and conditions set forth in the warrant agreements attached
hereto (and incorporated herein in their entirety) as Exhibit I (the "Unit
Warrant Agreement") and Exhibit II (the "Adjustment Warrant Agreement").

1.2 INITIAL CLOSING. The "Initial Closing Date" shall take place three
business days after the date on which the Agreement is signed (the "Agreement
Date"). The "Share Quantity" shall be equal to shares of Common Stock.
The "Purchase Price Per Share" shall be equal to percent of the closing
price of the Company's Common Stock as reported by the American Stock Exchange
(the "AMEX") on the trading day prior to the Agreement Date. The "Initial
Payment" shall be the dollar amount equal to the product of (i) the Share
Quantity and (ii) the Purchase Price Per Share. On the Initial Closing Date, the
Company shall deliver Share Quantity number of shares of Common Stock to the
Investor against payment by the Investor therefor of the Initial Payment to the
Company.

1.3 FINAL CLOSING. The "Final Closing Date" shall be the third business
day following the Adjustment Price Period. The "Adjustment Price Period" shall
be the period beginning the first business day after the Agreement Date and
ending 20 trading days later, provided, however, that the ending date shall be
extended to include an additional trading day for the Common Stock for each day
during the period throughout which trading in the Company's Common Stock had
been suspended by the SEC or the AMEX. The "Adjustment Price" shall be equal to
97 percent of the average of the daily volume-weighted average trade price of
the Common Stock (rounded to the nearest thousandth of a dollar) as reported by
Bloomberg for the days on which the Common Stock is trading during the
Adjustment Price Period. Subject to the limitation set forth in Section 1.4
hereof, on the Final Closing Date the Company will issue the Final Adjustment
Quantity (as defined below) number of Adjustment Warrants, if any, to the
Investor. The Final Adjustment Quantity shall be the nearest whole number
greater than or equal to zero to the quantity:

(Purchase Price Per Share - Adjustment Price) X Share Quantity
-------------------------------------------------------------
Adjustment Price

In addition, on the Final Closing Date, the Company shall deliver a number of
Unit Warrants equal to the Unit Warrant Quantity to the Investor. The "Unit
Warrant Quantity" shall be equal to , provided, however, that if the
Adjustment Price exceeds the Purchase Price Per Share by an amount equal to or
greater than $2.00, then the Unit Warrant Quantity shall be equal to .
<PAGE> 3

1.4 MAXIMUM ADJUSTMENT WARRANT LIMITATION. The maximum number of
Adjustment Warrants issuable to Investor pursuant to the Company's obligations
under this Agreement shall be .

1.5 CLOSINGS. The Initial Closing and Final Closing (together, the
"Closings") shall take place on the Initial Closing Date and Final Closing Date,
respectively, at the offices of at 2:00 p.m., Eastern
time or at such other time and place and/or on such other date as the Investor
and the Company may agree. At each of the Closings, (i) the Company shall
deliver to the Investor one or more stock and warrant agreements, as required
hereunder, representing the shares and warrants to be issued to the Investor,
registered in the name as shall be designated in writing by the Investor, or
deposit the Initial Shares to the account at Depository Trust Company as shall
be designated in writing by the Investor, and (ii) the Investor shall deliver to
the Company payment, as required hereunder, in immediately available funds by
wire transfer to such account as shall be designated in writing by the Company.
In addition, each of the Company and the Investor shall deliver all other
documents, instruments and writings required to be delivered by either of them
pursuant to this Agreement at or prior to the Closings.

ARTICLE II
REPRESENTATIONS AND WARRANTIES

2.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
makes the following representations and warranties to the Investor.

(a) ORGANIZATION AND QUALIFICATION. Each of the Company and its
subsidiaries is a corporation duly organized and existing in good standing
under the laws of the jurisdiction in which it is incorporated, except, in
the case of such subsidiaries, as would not have a Material Adverse Effect
(as defined below), and has the requisite corporate power to own its
properties and to carry on its business as now being conducted. Each of the
Company and its subsidiaries is duly qualified as a foreign corporation to
do business and is in good standing in every jurisdiction in which the
nature of the business conducted or property owned by it makes such
qualification necessary and where the failure so to qualify would have a
Material Adverse Effect. A "Material Adverse Effect" means any material
adverse effect on the operations, properties, prospects, or financial
condition of the Company and its subsidiaries taken as a whole.

(b) AUTHORIZATION; ENFORCEMENT. (i) The Company has the requisite
corporate power and authority to enter into and perform this Agreement and
to issue the Shares in accordance with the terms hereof, (ii) the execution
and delivery of this Agreement by the Company and the consummation by it of
the transactions contemplated hereby have been duly authorized by the
Company's Board of Directors and no further consent or authorization of the
Company or its Board of Directors or stockholders is required, (iii) this
Agreement has been duly executed and delivered by the Company and (iv) this
Agreement constitutes a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or
by other equitable principles of general application.

(c) CAPITALIZATION. The authorized capital stock of the Company
consists of (i) 20,000,000 shares of Common Stock, of which as of the close
of business on June 28, 1995, 9,379,278 shares were issued and outstanding;
and (ii) 1,000,000 shares of Preferred Stock, of which 250,000 shares (all
of which are issued and outstanding) have been designated Series A
Convertible Preferred Stock (the "Series A Preferred Stock"). All of such
outstanding shares have been validly issued and are fully paid and
nonassessable. No shares of Common Stock are entitled to preemptive rights.
Except as disclosed in Schedule 2.1(c), as of the date of this Agreement,
there are no options, warrants, conversion privileges, preemptive rights or
other rights presently outstanding to purchase any of the authorized but
unissued shares of the Company, other than those under the Company's 1986
Stock Option Plan, the 1995 Stock Option Plan, a stock option agreement
with the Chairman of the Company, the 1991 Employee Stock Purchase Plan,
the 1991 Directors' Stock Option Plan and the 1994 Directors' Stock Option
Plan. The

2
<PAGE> 4

Company has furnished to the Investor true and correct copies of the
Company's Restated Certificate of Incorporation as in effect on the date
hereof (the "Certificate of Incorporation"), the Company's Bylaws, as in
effect on the date hereof (the "Bylaws") and the Company's Certificate of
Designation for the Series A Preferred Stock.

(d) ISSUANCE OF SHARES AND WARRANTS. The Shares and Warrants are duly
authorized, and when paid for in accordance with the terms hereof shall be
validly issued, and in the case of Shares and Shares issuable upon exercise
of the Warrants fully paid and nonassessable.

(e) NO CONFLICTS. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby or relating hereto do not (i) result in a
violation of the Company's Certificate of Incorporation or Bylaws or (ii)
conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which the Company or any of its
subsidiaries is a party, or result in a violation of any law, rule,
regulations, order, judgment or decree (including Federal and state
securities laws and regulations) applicable to the Company, any of its
subsidiaries or by which any property or asset of the Company or any of its
subsidiaries is bound or affected (except, in the case of this clause (ii),
for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the
aggregate, have a Material Adverse Effect). The businesses of the Company
and its subsidiaries are not being conducted in violation of any law,
ordinance or regulation of any governmental entity, except for possible
violations which either singly or in the aggregate do not have a Material
Adverse Effect. Except as required under the Securities Act and any
applicable state securities laws, the Company is not required to obtain any
consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver
or perform any of its obligations under this Agreement or issue the Shares
and Warrants and sell the Shares in accordance with the terms hereof.

(f) SEC DOCUMENTS, FINANCIAL STATEMENTS. Since January 1, 1994, the
Company has filed all reports, schedules, forms, statements and other
documents required to be filed by it with the Securities and Exchange
Commission (the "SEC") pursuant to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of
the foregoing filed prior to the date hereof being hereinafter referred to
herein as the "SEC Documents"). The Company has delivered to the Investor
true and complete copies of the SEC Documents. As of their respective
dates, the SEC Documents complied in all material respects with the
requirements of the Exchange Act and the rules and regulations of the SEC
promulgated thereunder applicable to such SEC Documents, and none of the
SEC Documents (when read together with all exhibits included therein and
financial statement schedules thereto and documents (other than exhibits)
incorporated by reference) contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents comply as to form
in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto. Such
financial statements have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis during the
periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto or (ii) in the case of unaudited
interim statements, to the extent they may not include footnotes or may be
condensed or summary statements) and fairly present in all material
respects the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates thereof and the consolidated
results of their operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments).

(g) REGISTRATION. The Shares and Warrants are registered under the
Securities Act of 1933, as amended (the "Act") and, when issued in
accordance with the terms hereof or pursuant to the Warrant Agreements as
the case may be, will be registered or qualified (or are exempt from
registration and

3
<PAGE> 5

qualification) under the registration, permit or qualification requirements
of any applicable state securities laws.

(h) LITIGATION. The are no actions, suits, investigations or
proceedings pending or threatened against the Company or any affiliate of
the Company which would (i) affect the ability of the Company to consummate
the transactions contemplated hereby or (ii) would result in any liability
to the Company or the Investor.

(i) FINDERS; INVESTMENT BANKERS. Neither the Company nor any of its
affiliates, nor any of their respective officers or directors, has employed
any agent, broker, finder or investment banker or incurred any liability
for any brokerage fees, commissions or finder's fees in connection with the
transactions contemplated hereby that would result in any liability to the
Company or the Investor.

2.2 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR. The Investor hereby
makes the following representations and warranties to the Company:

(a) AUTHORIZATION; ENFORCEMENT. (i) The Investor has the requisite
corporate power and authority to enter into and perform this Agreement,
(ii) the execution and delivery of this Agreement by the Investor and the
consummation by it of the transactions contemplated thereby have been duly
authorized by all necessary corporate action, and no further consent or
authorization of the Investor or its Board of Directors or stockholders is
required, (iii) this Agreement has been duly authorized, executed and
delivered by the Investor and (iv) this Agreement constitutes a valid and
binding obligation of the Investor enforceable against the Investor in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
or similar laws relating to, or affecting generally the enforcement of,
creditors' rights and remedies or by other equitable principles of general
application.

(b) NO CONFLICTS. The execution, delivery and performance of this
Agreement and the consummation by the Investor of the transactions
contemplated hereby or relating hereto do not (i) result in a violation of
the Investor's charter documents or by-laws or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or
both would become a default) under, any agreement, indenture or instrument
to which the Investor or any of its subsidiaries is a party, or, to the
best of the Investor's knowledge, result in a violation of any law, rule,
regulations, order, judgment or decree of any court or governmental agency
(including Federal and state securities laws and regulations) applicable to
the Investor, any of its subsidiaries or their respective properties
(except for such conflicts, defaults and violations as would not,
individually or in the aggregate have a material adverse effect on the
Investor).

ARTICLE III
COVENANTS

3.1 COMMON STOCK. From the date hereof through the Final Closing Date,
the Company shall not (i) amend its organizational documents; (ii) split,
combine or reclassify its outstanding capital stock; (iii) declare or set aside
or pay any dividend or other distribution with respect to the Common Stock; or
(iv) make plans or enter into any agreement with respect to the foregoing.

3.2 REGISTRATION. Through the Final Closing Date the Company shall
maintain the effectiveness of the registration statement filed under the Act
relating to the Shares, Warrants and Shares underlying the Warrants and shall
cause the shares issuable upon the exercise of the Warrants to be duly
registered under the Act. The Company will, at its expense, obtain promptly and
maintain the approval for listing on the Amex (or any other principal exchanges
or quotation system upon which the Shares are then traded or quoted), upon
official notice of issuance, the Shares and the shares of Common Stock issuable
upon exercise of the Warrants and maintain the listing of such shares after
their issuance.

3.3 INDEMNIFICATION. The Company shall, to the fullest extent permitted
by law, defend, indemnify and hold harmless the Investor and each of its
partners, officers, directors, employees, agents, successors and assigns, and
shall reimburse any such party for, from and against any and all losses and
expenses imposed on or

4
<PAGE> 6

incurred by any such party, directly or indirectly, relating to, resulting from
or arising out of (i) any breach of any representation or warranty made by the
Company or (ii) any action, suit, investigation or proceeding relating to any
agent, broker, finder or investment banker retained or allegedly retained by the
Company in connection with the transactions contemplated hereby.

ARTICLE IV
CONDITIONS

4.1 CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO SELL THE
SHARES AND WARRANTS. The obligation hereunder of the Company to sell the Shares
and Warrants to the Investor is further subject to the satisfaction, at or
before both of the Closings, of each of the following conditions set forth
below. These conditions are for the Company's sole benefit and may be waived by
the Company at any time in its sole discretion.

(a) ACCURACY OF THE INVESTOR'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of the Investors shall be true and correct
in all material respects as of the date when made and as of the date of
both of the Closings as though made at that time (except for
representations and warranties that speak as of a particular date).

(b) PERFORMANCE BY THE INVESTOR. The Investor shall have performed,
satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Investor at or prior to both of the
Closings.

(c) NO INJUNCTION. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court of governmental authority of competent
jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.

4.2 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE INVESTOR TO PURCHASE THE
SHARES. The obligation of the Investor hereunder to acquire and pay for the
Shares is subject to the satisfaction, at or before both of the Closings, of
each of the following conditions set forth below. These conditions are for the
Investor's sole benefit and may be waived by such Investor at any time in its
sole discretion.

(a) ACCURACY OF THE COMPANY'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of the Company shall be true and correct in
all material respects as of the date when made and as of the date of both
of the Closings as though made at that time (except for representations and
warranties that speak as of a particular date).

(b) PERFORMANCE BY THE COMPANY. The Company shall have performed,
satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Company at or prior to both of the
Closings.

(c) REGISTRATION STATEMENT. No stop order suspending the
effectiveness of the Registration Statement pursuant to which the Company
will issue and sell, and the Investor shall purchase, the Shares, Warrants
and Shares issuable upon the exercise of the Warrants, shall have been
issued; and no proceeding for that purpose shall have been initiated by the
SEC.

(d) AMEX. The Company shall have given notice of the issuance of the
Shares to AMEX and the Shares shall be authorized for trading on AMEX upon
official notice of issuance; during the Trading Period, trading in the
Common Stock shall not be suspended by the SEC or AMEX (except for any
suspension of trading of limited duration agreed to between the Company and
AMEX solely to permit dissemination of material information regarding the
company); trading in securities generally as reported by AMEX shall not
have been suspended or limited, or minimum prices shall not have been
established on securities whose trades are reported by AMEX.

(e) NO INJUNCTION. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court of governmental authority of

5
<PAGE> 7

competent jurisdiction which prohibits the consummation of any of the
transactions contemplated by this Agreement.

ARTICLE V
TERMINATION

5.1 TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated at
any time by the mutual consent of the Company and the Investor, by action of
their respective Board of Directors.

5.2 TERMINATION BY THE INVESTOR. This Agreement may be terminated by
action of the Board of Directors of the Investor at any time after July 31, 1995
if the sale of the Initial Share Quantity of the Shares shall not have been
consummated by July 31, 1995.

ARTICLE VI
MISCELLANEOUS

6.1 FEES AND EXPENSES. Each party shall pay the fees and expenses of its
advisors, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement. The Company shall be responsible for
all fees and expenses incurred in connection with the registration and listing
of the Shares, Warrants and Shares issuable upon exercise of the Warrants.

6.2 SEVERABILITY. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect.

6.3 SPECIFIC ENFORCEMENT; CONSENT TO JURISDICTION.

(a) The Company and the Investor acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent or cure breaches of
the provisions of this Agreement and to enforce specifically the terms and
provisions hereof, this being in addition to any other remedy to which they
may be entitled by law or equity.

(b) Each of the Company and the Investor (i) hereby irrevocably
submits to the exclusive jurisdiction of the Chancery Court of the State of
Delaware for the purposes of any suit, action or proceeding arising out of
or relating to this Agreement and (ii) hereby waives, and agrees not to
assert in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such court, that the suit, action
or proceeding is brought in an inconvenient forum or that the venue of the
suit, action or proceeding is improper. Each of the Company and the
Investor consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address in effect
for notices to it under this Agreement and agrees that such services shall
constitute good and sufficient service of process and notice thereof.
Nothing in this paragraph shall affect or limit any right to serve process
in any other manner permitted by law.

6.4 ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire
understanding of the parties with respect to the matters covered hereby and
thereby and, except as specifically set forth herein, neither the Company nor
the Investor makes any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Agreement may be waived or amended
other than by a written instrument signed by the party against whom enforcement
of any such amendment or waiver is sought.

6.5 NOTICES. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or delivery by telex (with correct answerback received), telecopy or
facsimile at the address or number designated below (if delivered on a business
day

6
<PAGE> 8

during normal business hours where such notice is to be received), or the first
business day following such delivery (if delivered other than on a business day
during normal business hours where such notice is to be received) or (b) on the
second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such communications
shall be:

If to the Company:

Organogenesis Inc.
150 Dan Road
Canton, Massachusetts 02021
Telecopy: (617) 575-0440
Attention: Herbert M. Stein

With copies to:

Hale and Dorr
60 State Street
Boston, Massachusetts 02109
Telecopy: (617) 526-6410
Attention: Steven D. Singer, Esq.

If to the Investor:

--------------------------------------------------------------------

--------------------------------------------------------------------
Telecopy: ( ) -
Attention: President

With copies to:

--------------------------------------------------------------------

--------------------------------------------------------------------
Telephone: ( ) -
Attention:

Either party hereto may from time to time change its address for notice under
this Section 6.5 by giving at least 10 days' written notice of such changed
address to the other party hereto.

6.6 WAIVERS. No waiver by either party of any default with respect to any
provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any other provision, condition or
requirement hereof; nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.

6.7 HEADINGS. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.

6.8 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and assigns. The
parties hereto may amend this Agreement without notice to or the consent of any
third party. Neither the Company nor the Investor shall assign this Agreement or
any rights or obligations hereunder without the prior written consent of the
other (which consent may be withheld for any reason in the sole discretion of
the party from whom consent is sought). The assignment by a party of this
Agreement or any rights hereunder shall not affect the obligations of such party
under this Agreement.

6.9 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

7
<PAGE> 9

6.10 GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Delaware without
regard to the principles of conflict of laws.

6.11 SURVIVAL. The agreements and covenants of the Company contained in
Section 6.1 and this Section 6.11 shall survive the termination of this
Agreement. The representations and warranties of the Company and the Investor
contained in Article II and the agreements and covenants set forth in Sections
3.2, 3.3, 6.1 and this Section 6.11 shall survive both of the Closings.

6.12 EXECUTION. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart. In the event any signature is delivered by facsimile
transmission, the party using such means of delivery shall cause four additional
executed signature pages to be physically delivered to the other party within
five days of the execution and delivery hereof.

6.13 PUBLICITY. The Company and the Investor shall consult with each
other in issuing any press releases or otherwise making public statements with
respect to the transactions contemplated hereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date hereof.

ORGANOGENESIS INC.

By:.................................
HERBERT M. STEIN,
CHIEF EXECUTIVE OFFICER

INVESTOR

By:.................................
CHIEF EXECUTIVE OFFICER

8
<PAGE> 10

SCHEDULE 2.1(C)

As of the date of the Agreement, Warrants to Purchase 187,500 Shares of

Common Stock were outstanding.
<PAGE> 11

EXHIBIT I

UNIT WARRANT AGREEMENT

SEE EXHIBIT 4.3
<PAGE> 12

EXHIBIT II

ADJUSTMENT WARRANT AGREEMENT

SEE EXHIBIT 4.4

<PAGE> 1
HALE AND DORR
60 STATE STREET
BOSTON, MA 02109
(617) 526-6000

JULY 5, 1995

Organogenesis Inc.
150 Dan Road
Canton, MA 02021

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration
Statement on Form S-3, File No. 33-60381, together with Amendment No. 1 thereto
(the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended, for
the registration of 2,530,000 shares of Common Stock, $.01 par value per share
(the "Shares"), of Organogenesis Inc., a Delaware corporation (the
"Company"), including Shares issuable upon exercise of certain warrants
described in the Registration Statement.

We have acted as counsel for the Company in connection with the
preparation of the Registration Statement. We have examined signed copies of the
Registration Statement and all exhibits thereto, all as filed with the
Commission. We have also examined and relied upon the originals, or copies of
minutes of meetings of the Board of Directors of the Company, the By-laws of the
Company and the Restated Certificate of Incorporation of the Company, each as
amended.

We have not made an independent review of the laws of any state or
jurisdiction other than the General Corporation Law statute of the State of
Delaware and the United States. Accordingly, we express no opinion herein with
respect to the laws of any state or jurisdiction other than the General
Corporation Law statute of the State of Delaware and the United States.
<PAGE> 2
Organogenesis Inc.
July 5, 1995
Page 2

Based upon the foregoing, we are of the opinion that, subject to events
subsequent to the date hereof, the Shares have been duly authorized and that,
when issued and sold by the Company and full payment therefor in cash has been
received by the Company, they will be validly issued, fully paid and
nonassessable.

We hereby consent to the filing of this opinion as part of the
Registration Statement and to the use of our name therein and in the related
Prospectus under the caption "Legal Matters."

It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.

Very truly yours,

HALE AND DORR

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement of Organogenesis Inc. on this Form S-3 and Forms S-8 (File Nos.
33-12761, 33-41862, 33-48888, 33-48890, 33-86506, 33-86508 and 33-48892) of our
report dated February 15, 1995, on our audits of the consolidated financial
statements of Organogenesis Inc. as of December 31, 1994 and 1993 and for each
of the three years in the period ended December 31, 1994 which report is
included in the Company's Report on Form 10-K filed with the Securities and
Exchange Commission on March 29, 1995. We also consent to the reference to our
Firm under the caption "Experts."

COOPERS & LYBRAND L.L.P.

Boston, Massachusetts

June 30, 1995