Biocon Inc.

BIOCON, INC. (BIO) WAS FORMED TO SERVE AS THE SOLE VOTING MEMBER OF, AND ACT AS THE HOLDING COMPANY FOR, THE MUSCULOSKELETAL TRANSPLANT FOUNDATION INC., (MTF) A NON-PROFIT 501(C) ORGANIZATION AND DEUTSCHES INSTITUT FUR ZELL-UND GEWEBEERSATZ GMBH, (DIZG) A GERMAN NON-PROFIT ORGANIZATION (AS DISCLOSED ON FORM 5471). MTF'S MISSION IS TO PROVIDE QUALITY ALLOGRAFT TISSUES FOR TRANSPLANTATION, RESEARCH AND EDUCATION. DIZG SPECIALIZES IN CULTURING AND DISTRIBUTION OF KERATINOCYTES, MUSCULOSKELETAL, AND OTHER TISSUE FORMS. BIO, AS HOLDING COMPANY, HAS AUTHORITY TO APPROVE FUNDAMENTAL AMENDMENTS TO ORGANIZATIONAL DOCUMENTS AND TO APPROVE CERTAIN CORPORATE TRANSACTIONS SUCH AS MERGERS AND DISSOLUTIONS. BIO ALSO HAS THE EXCLUSIVE RIGHT TO ELECT OR APPOINT ALL MEMBERS OF THE BOARD OF DIRECTORS OF MTF AND DIZG. BIO CONTINUES TO MONITOR AND GUIDE THE ACTIVITIES OF MTF AND DIZG, AS WELL AS ANY AFFILIATES THAT MAY BE FORMED OR ACQUIRED IN THE FUTURE, TO FOSTER THE PROVISION OF HIGH QUALITY HUMAN ALLOG