ABIOMED, INC. DISTRIBUTION AGREEMENT

1.

DEFINITIONS

a)

“Products” shall mean those products listed in Exhibit A attached hereto. Products may be updated, discontinued or added by Manufacturer, at its sole discretion, provided that Manufacturer gives at least six (6) months prior written notice to Distributor (except in the event of any restrictions on product imposed by regulatory authorities for which Manufacturer will endeavor to provide prior notice but cannot commit to always being able to provide such notice). A product is “discontinued” only if Manufacturer no longer manufactures the Product for sale or distribution in the Territory.

b)

“Territory” shall mean that geographic area identified in Exhibit B attached hereto.

2.

APPOINTMENT AND AUTHORITY OF DISTRIBUTOR

a)

Appointment . Subject to the terms and conditions set forth herein, Manufacturer hereby appoints Distributor as Manufacturer’s sole and exclusive Distributor for the Products in the Territory, and Distributor hereby accept such appointment. During the term of this Agreement, Manufacturer shall not appoint any other distributor, agent or representative to sell the Products to customers in the Territory without the express permission of the Distributor, and shall not itself sell the Products to customers in the Territory.

b)

Territorial Responsibility . Distributor shall actively pursue sales opportunities and prospects to realize the maximum sales potential for the Products in the Territory.

c)

Conflict of Interest . Distributor warrants to Manufacturer that it does not currently represent or promote any lines or products that compete with the Products. During the term of this Agreement, Distributor, including its employees, officers, directors and affiliated companies,

shall not, without Manufacturer’s prior written consent, represent, promote or otherwise try to sell within the Territory any lines or products that are reasonably perceived to compete with the Products covered by this Agreement. Immediately prior to the execution of this Agreement, Distributor shall provide Manufacturer with a list of the companies and products that it currently represents and shall notify Manufacturer in writing of any new companies and products at such time as its promotion of those new companies and products commences.

d)

Importer. Importer shall mean the party that, once all necessary approvals and licenses are obtained from the appropriate Ministries, holds the Shonin and is primarily responsible for maintaining and complying with all such approvals and licenses. For purposes of this Agreement, Importer is understood to be Distributor.

e)

Independent Contractors . The relationship between Manufacturer and Distributor established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give Manufacturer or Distributor the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Distributor to create or assume any obligation on behalf of Manufacturer for any purpose whatsoever.

3.

TERMS OF PURCHASE OF PRODUCTS BY DISTRIBUTOR

a)

Terms and Conditions . All purchases of Products by Distributor from Manufacturer during the term of this Agreement shall be subject to the terms and conditions of this Agreement. The terms and conditions of this Agreement, including Distributor’s minimum purchase commitments and Distributor’s other obligations to Manufacturer under this Agreement, will not be modified by any such agreement which might separately be reached between Distributor and any third party unless specifically agreed to in writing by Manufacturer.

b)

Prices . All prices are F.O.B. Manufacturer’s plant, currently located at the address(es) listed for Manufacturer in Exhibit C. The purchase price to Distributor for each of the Products (“Purchase Price”) shall be as set forth in Exhibit A, attached hereto. The difference between Distributor’s Purchase Price and Distributor’s selling price to its customers shall be Distributor’s sole remuneration for sale of the Products and for all other obligations of the Distributor under this Agreement. Manufacturer has the right at any time to revise the prices in Exhibit A with ninety (90) days’ advance written notice to the Distributor. Such revisions shall apply to all orders received by Manufacturer after the effective date of the revision. Price increases shall not affect unfulfilled purchase orders accepted by Manufacturer prior to the effective date of the price increase.

c)

Taxes. Distributor’s Purchase Price does not include any federal, state or local taxes that may be applicable to the Products in the Territory or otherwise. Manufacturer shall not be responsible for any taxes on the sale of the Products by Distributor to Distributor’s customers. Pricing per this Agreement represents the net cash amount to be received by Manufacturer. If Manufacturer has an obligation to collect, remit or have withheld any such taxes, duties or fees, an amount shall be added to Distributor invoice and paid by Distributor such that the net amount of cash received by Manufacturer equals the pricing per this Agreement.

d)

Order and Acceptance . All orders for Products submitted by Distributor shall be initiated by purchase orders sent to Manufacturer and requesting a delivery date during the term of this Agreement. Delivery of an order shall be considered complete when received by Manufacturer via regular mail, commercial carrier or facsimile or email; provided, however, that an order may initially be placed orally. Manufacturer shall use its reasonable best efforts to notify Distributor of the acceptance or rejection of an order and of the assigned delivery date within thirty (30) days after receipt of the purchase order. Manufacturer shall use its reasonable best efforts to deliver Products at the times specified either in its quotation or in its written acceptance of Distributor’s purchase orders.

e)

Terms of Purchase Orders . Distributor’s purchase orders submitted to Manufacturer from time to time, with respect to Products to be purchased hereunder, shall be governed by the terms of this Agreement, and nothing contained in any such purchase order shall in any way modify such terms of purchase or add any additional terms or conditions.

f)

Change Orders . Distributor may utilize written change orders without penalty for orders that have not yet been accepted by Manufacturer. For orders that have been accepted by Manufacturer, but have not yet been shipped, Distributor may utilize written change orders subject to the following conditions:

i)

Distributor may delay delivery of any accepted order, provided that the rescheduled delivery date occurs during the term of this Agreement and provided further that Distributor shall pay a rescheduling fee equal to ten percent (10%) of the Purchase Price (net of freight, taxes, and other charges) of the rescheduled Products if Distributor’s change order is received by Manufacturer less than ninety (90) days before the assigned delivery date.

Unless Manufacturer otherwise agrees, no change order shall be effective unless accompanied by the rescheduling fee, if any, required by this Subsection 3(f)(i).

ii)

Distributor may cancel any order that has been accepted by Manufacturer, provided that if the written change order is received by Manufacturer no less than ninety (90) days before the assigned delivery date or if the written change order cancels an order that has been previously rescheduled under Subsection 3 (f) (i) above, then Distributor shall pay a cancellation charge equal to fifteen percent (15%) of the net Purchase Price of the canceled Products.

iii)

Distributor MAY NOT cancel any order once Manufacturer has initiated manufacturing, to the extent such manufacturing has been initiated to fulfill such order.

g)

Payment . Full payment of Distributor’s Purchase Price for the Products and spare parts (including any freight, taxes or other applicable costs initially paid by Manufacturer but to be borne by Distributor) shall be made by Distributor to Manufacturer in US Dollars within sixty (60) days after delivery of the Products to a carrier. Manufacturer may elect, at its sole discretion, to receive payment by letter of credit made by a bank acceptable to Manufacturer or by a wire transfer made as directed by Manufacturer. All exchange, interest, banking, collection, and other charges shall be at Distributor’ expense. Any invoiced amount not paid when due shall be subject to a service charge of one-half percent (0.5%) per month.

h)

Shipping . All Products delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in Manufacturer’s standard shipping cartons or containers, marked for shipment to Distributor’s address set forth above unless otherwise specified, and delivered to Distributor or its carrier agent F.O.B. Manufacturer’s manufacturing plant, at which time (subject to Subsection 3(k) below) title to such Products and risk of loss shall pass to Distributor. Manufacturer shall select the carrier. All freight, insurance, and other shipping expenses, as well as any special packing expense, shall be paid by Distributor. Distributor shall also bear all applicable taxes, duties and similar charges that may be assessed against the Products after delivery to the carrier at Manufacturer’s plant.

i)

Rejection of Products . Distributor shall inspect all Products promptly upon receipt thereof and may reject any Product that fails in any material way to meet the specifications set forth in Manufacturer’s current published specifications for that Product. Any Product not properly rejected within thirty (30) days after receipt of that Product by Distributor (“Rejection Period”) shall be deemed accepted. Sterile Products must be accepted or rejected within 30 days after shipment to customer from Distributor’s warehouses, but in no event later than its sterile expiration date. The sterile expiration date of a sterile Product shall not be earlier than 5 months from the end of the labeled shelf life of the Product and in any event no less than 13 months from Distributor’s receipt of said sterile Product. To reject a Product, Distributor shall, within the Rejection Period, notify Manufacturer in writing of its rejection and request a Return Goods Authorization (“RGA”) number. Manufacturer shall use its best efforts to provide the RGA number in writing to Distributor within fifteen (15) days after receipt of the Distributor’s request. Within ten (10) days after receipt of the RGA number, Distributor shall return to Manufacturer the rejected Product, freight prepaid, in its original shipping carton or container with the RGA number clearly displayed on the outside of the carton or container. Provided that Manufacturer has complied with its obligations in this Subsection 3(i), Manufacturer reserves the right to refuse to accept any rejected Product that does not bear an RGA number clearly displayed on the outside of the carton. As promptly as possible, but no later than thirty (30) working days after receipt by Manufacturer of properly rejected Products, Manufacturer shall, at its option and expense, either repair or replace the Products. Manufacturer shall pay, or reimburse, all reasonable shipping charges for properly rejected Products; otherwise, Distributor shall be responsible for the shipping charges. Delivery via commercial carrier, the post office or facsimile (“FAX”) shall be considered acceptable means of written notification for the above purposes.

j)

Return of Products After Rejection Period . After the Rejection Period, Distributor may not return a product to Manufacturer for any reason without Manufacturer’s prior written consent. For any Product for which Manufacturer gives such consent, Manufacturer shall charge Distributor a restocking fee equal to fifteen percent (15%) of Distributor’ Purchase Price for that Product and in such case shall credit the balance of the Purchase Price to Distributor account. Distributor shall be responsible for all shipping charges.

k)

Reservation of Title . Transfer of title for each Product shall occur at time of purchase. Distributor shall be responsible for all shipping charges.

l)

No Sales Outside of Territory . Resale of Products by Distributor outside designated Territory is prohibited. Any such activity is grounds for immediate termination of this Agreement by Manufacturer for cause.

4.

TRAINING. INSTALLATION. AND SERVICE

a)

Services by Distributor . Distributor shall have the responsibility to install the Products, test the installed Products, service and repair the Products, and train the customers with respect to the Products sold. The services shall be performed only by specially and properly trained personnel of Distributor and shall be prompt and of the highest quality. Distributor shall maintain a properly equipped service department as required and shall keep on hand, at all times, accessories and equipment sufficient to meet the needs of the Territory, as well as a complete and adequate supply of spare parts to properly service Products used in the Territory (in accordance with Subsection 6(d) below).

b)

Training by Manufacturer . Manufacturer shall provide reasonable sales, service, and repair training to Distributor’s personnel at periodic intervals, with the frequency and content of the training to be determined by Manufacturer. When possible, such training shall be given at a central geographic location or at Manufacturer’s facilities. In either case, Manufacturer and Distributor shall each pay their own costs for travel, food, and lodging during the training period. In addition to sales and service training, Manufacturer shall cooperate with Distributor in establishing efficient service procedures and policies.

5.

WARRANTY TO DISTRIBUTOR

a)

Standard Limited Warranty . Manufacturer warrants to Distributor that the Products sold to Distributor shall conform to Manufacturer’s published specifications and be free from material defect for a period of one year from the date of delivery for non-sterile Product, and for sterile Product, for a period equal to the longer of (1) the labeled shelf life of the sterile Product less 5 months or (2) 13 months from Distributor’s receipt of said sterile Product, subject to the limitations set forth in Subsections 5(b), 5(c) and 5(d) below. This warranty is contingent upon proper use of a Product in the application for which it was intended and does not cover Products that were modified without Manufacturer’s approval or that were subjected by the customer or by the Distributor to unusual physical or electrical stress.

b)

No Other Warranty . Except for the express warranty set forth above, Manufacturer grants no other warranties, explicit or implied, by statute or otherwise, regarding the Products, their fitness for any purpose, their quality, their merchantability, or otherwise.

c)

Limitation of Liability . Manufacturer’s liability under the warranty shall be limited to a refund of the Distributor’s purchase price. In no event shall Manufacturer be liable to Distributor for the cost of procurement of substitute goods by the Distributor or for any special, consequential or incidental damages for breach of warranty.

d)

Single-Use Product Limit . Manufacturer’s warranty with respect to single use, disposable Products shall be limited to a single use only.

6.

ADDITIONAL OBLIGATIONS OF DISTRIBUTOR

a)

Purchase Commitment . Attached hereto as Exhibit D is the minimum purchase commitment (i.e., quota) for Products to be purchased by Distributor from Manufacturer. Distributor agrees to the Minimum Purchase Requirement, as detailed in Exhibit D. Throughout the term of this Agreement, if Distributor fails to purchase its Minimum Purchase Requirement, then Manufacturer may terminate this Agreement for cause in accordance with Section 8 below. Manufacturer’s sole remedy for Distributor’s failure to purchase its Minimum Purchase Requirement is the termination of this Agreement. Products returned to Manufacturer under the provisions of Subsection 3(i) above shall not count towards the fulfillment of Distributor’s Minimum Purchase Requirement.

b)

Promotion of the Products . Distributor agrees to use its best efforts, at its own expense, to vigorously promote the sale of the Products within the Territory and to develop a market for the Products and to enhance Manufacturer’s image in the marketplace as a provider of quality medical devices. Distributor’s obligations shall include, but not be limited to, preparing promotional materials in appropriate languages for the Territ