OFFICE LEASE FOR ATRIA CORPORATE CENTER

Exhibit 10.1

OFFICE LEASE
FOR
ATRIA CORPORATE CENTER

This Lease is dated as of April 2, 2009, by and between TALCOTT III ATRIA, LLC, a Delaware limited liability company, having an office at Hartford, Connecticut (Landlord), and ev3, INC., a Delaware corporation, having an office at Plymouth, Minnesota (Tenant).

I. DEMISE OF PREMISES

Landlord hereby leases to Tenant and Tenant leases from Landlord the Premises located in the Building, together with the nonexclusive right to use, in common with Landlord and others, the following portions of the Building and Land: the entrance foyer and lobby; the corridors and lavatories on the floor on which the Premises are situated; the stairways, elevators, shipping and receiving areas; and exterior sidewalks and driveways.

II. SUMMARY OF TERMS

As used in this Lease, the following terms shall have the following meanings:

J.&K. Base Rent and Monthly Installments of Base Rent :

III. ATTACHMENTS

The attachments listed below are incorporated in this Lease and are to be construed as part hereof:

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date written above.

WORK LETTER

Landlord and Tenant agree as follows:

1. (a) Landlord shall prepare the Premises (the Work) in accordance with the Plans (hereinafter defined). Landlord shall, subject to Section 8 below, retain and cause RSP Architects (Architect) to prepare working drawings adequate in detail to perform the Work desired by Tenant (such working drawings are referred to as the “Plans”, which shall also include any approved changes or modifications made to the Plans). The Plans shall be subject to Landlord’s approval, which shall not be unreasonably withheld. Tenant shall cooperate with Landlord in the preparation of the Plans (including all preliminary drawings prepared prior to the final working drawings) and shall not unreasonably withhold its approval of the Plans or any part thereof.

     (b) Except as set forth in this Work Letter, Landlord has no other agreement with Tenant and has no other obligation to do any other work with respect to the Premises.

2. If Landlord further agrees to do, at Tenant’s request and upon submission by Tenant (at Tenant’s sole cost and expense) of all necessary drawings, plans and specifications, any other work in addition to the Work described in Section 1 hereof, such other work shall be done at Tenant’s sole cost and expense as a Tenant’s extra. Prior to commencing any such other work requested by Tenant, Landlord shall submit to Tenant written estimates of the cost of such other work. If Tenant shall fail to approve said estimates within 5 days from the receipt thereof, the same shall be deemed disapproved in all respects by Tenant and Landlord shall not be authorized to proceed thereon. Tenant agrees to pay to Landlord promptly upon being billed therefor, at any time and from time to time, the cost of all such other work together with 5 percent of said cost for Landlord’s profit and overhead. The provisions of this Paragraph 2 shall not apply to minor modifications or change orders requested by Tenant in the ordinary course of construction.

3. Upon the request of Tenant, Landlord shall permit Tenant and Tenant’s Representatives to enter the Premises not more than 2 weeks prior to the Commencement Date for the sole purpose of performing such other work as may be required by Tenant to make the Premises ready for Tenant’s use and occupancy. Such permission is conditioned upon Tenant and Tenant’s Representatives working in harmony and not interfering with other tenants of the Building or with Landlord and its agents, contractors and employees in doing Landlord’s work in the Premises or other work in the Building. If at any time such entry shall cause or threaten to cause disharmony or interference, Landlord shall have the right to withdraw such permission upon 24 hours notice to Tenant. Tenant agrees that any such entry into the Premises shall be deemed to be under all of the provisions of the Lease except as to the covenant to pay Base Rent and additional rent pursuant to the attached “Expense Escalation—Expense Contribution”, and Landlord shall not be liable in any way for any injury, loss or damage which may occur to any of Tenant’s work and installations made in the Premises or to properties placed therein prior to the commencement of the Term, the same being at Tenant’s sole risk.

4. Landlord shall, subject to Section 8 below, retain and cause McGough Construction Company, Inc. (Contractor) to complete the Work, provided Contractor shall be required to permit Egan Company (Egan) and Modern Heating and Air Conditioning, Inc. (Modern) to submit bids as subcontractors regarding those portions of the Work related to the HVAC systems in the Building and the Premises (HVAC Work). Contractor shall not be required to accept any bid from Egan or Modern that provides for a higher total cost for such services than any other bidder for such services. Notwithstanding the foregoing, Tenant acknowledges that Egan and Modern installed or modified the current HVAC systems

in the Building and, therefore, if Contractor selects subcontractors other than Egan and Modern for the HVAC Work, then anything in the Lease, including Section 10 of the attached General Terms, Covenants and Conditions, to the contrary notwithstanding, Tenant shall indemnify Landlord and save it harmless from all claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of the HVAC Work or any act or omission of Tenant, the Contractor (including subcontractors) or Tenant’s Representatives in performing the HVAC Work.

5. Tenant acknowledges that Landlord’s agreement to retain Architect and Contractor named above was required by Tenant as a material inducement to Tenant to enter into this Lease. In consideration thereof, Tenant waives any claim that the Cost (as defined below) is in any way excessive or that Landlord is responsible for any delay in the substantial completion of the Work (provided that Tenant reserves any rights it may have to remedy a delay caused by Landlord under Section 24 of the General Terms, Covenants and Conditions).

6. (a) Landlord shall provide Tenant an allowance (the Allowance) which shall be applied to the cost of the Plans (including expenses incurred by Landlord in complying with the Contracts, as they are defined below), Work (which may include, to the extent applicable, demountable wall systems in lieu of hard office walls), and Landlord’s construction management fee of 1 percent of the cost of the Work (collectively, Cost), and which shall be an amount equal to $2,626,554.56. If the Cost exceeds the Allowance, Tenant shall pay such excess as additional rent within 20 days after demand therefor.

     (b) Anything in this Lease to the contrary notwithstanding, Tenant may elect to use a portion of the Allowance, not to exceed $373,940.00 (Permitted Portion of the Allowance), as reimbursement for expenses actually incurred by Tenant for moving into the Premises and for cabling necessary to operate Tenant’s computer networking and telephone systems in the Premises (Moving and Cabling Costs). Landlord shall pay Tenant the Moving and Cabling Costs, up to a maximum of the Permitted Portion of the Allowance, within 30 days after receipt from Tenant of copies of the invoices for which payment is requested (but in no event prior to the Commencement Date) together with: (1) Tenant’s certification that each invoice is true and complete, that the full amount shown thereon is due and owing to the party requesting payment, that Tenant has not received nor shall it receive any rebate, setoff or other similar consideration from the party to whom the payment is due, that any payment to be made to a parent, subsidiary or affiliate of Tenant is not in excess of market value for the services or materials rendered, and that the total amount shown on the invoices submitted to Landlord represents the total amount due and owing Tenant under this Section 4, (2) to the extent applicable, lien waivers for the work for which payment is requested, and Tenant’s certification that the lien waivers represent all such work and (3) Tenant’s certification that the work for which payment is requested is substantially completed in a good and workmanlike manner, subject to normal punchlist items, and has been accepted by Tenant.

7. Tenant designates Bob Straub and Lee Sparks (individually, a Tenant’s Construction Representative), and Landlord designates Michael Mihalek, Landlord’s Senior Vice President, and Beth Borich, Building Manager’s General Manager (individually, a Landlord’s Construction Representative), as their respective representatives who shall be authorized with respect to the Work to (a) make all decisions on their behalf, (b) receive all notices under this Work Letter, (c) give all approvals under this Work Letter, and (d) be available at all reasonable times, as may be necessary or desirable, to discuss matters relating to the Work or this Work Letter. Tenant and Landlord may change their respective representatives from time to time upon notice to the other in accordance with this Lease. No change order, approval or other decision regarding the Plans or the Work shall be effective without the authorization of a Tenant’s Construction Representative and a Landlord’s Construction Representative.

8. Any contract (as the case may be, a Contract) entered into between Landlord and McGough Construction Company, Inc. (McGough) and Landlord and RSP Architects (RSP) shall be subject to Tenant’s prior approval,

not to be unreasonably withheld or delayed, and each such Contract shall be substantially in the form previously submitted by Tenant to Landlord for its review. Anything in the Lease, including Section 10 of the attached General Terms, Covenants and Conditions, to the contrary notwithstanding, Tenant shall indemnify Landlord and save it harmless from all claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of any errors, defects, inconsistencies or other problems arising out of the Plans, the Work, the Contracts, or any act or omission of Tenant, Architect, Contractor or Tenant’s Representatives in preparing the Plans or performing the Work, provided that in the case of any Losses arising due to the act or omission of Architect or Contractor, Landlord agrees to use commercially reasonable efforts to resolve any Losses by availing itself of any remedies available to it under the respective Contracts with such parties before seeking its indemnity rights against Tenant. For purposes of the preceding sentence, “commercially reasonable efforts” shall not require that Landlord commence or pursue any legal action to resolve any Losses. Notwithstanding the foregoing, if such action is arguably appropriate and Landlord determines not to do so, such determination shall not prevent Tenant from commencing or pursuing such action and Landlord shall, upon Tenant’s request, assign Landlord’s interest to any claim underlying such action to Tenant. In any event, to the extent Landlord incurs any reasonable expense in resolving any Losses, Tenant shall pay such expense within 30 days after Landlord’s demand.

9. Any requirements in the Lease or this Work Letter to retain McGough or RSP shall be subject to review of such company’s proposals, and if both Landlord and Tenant agree (in their individual, sole discretion), a different contractor and/or architect may be selected by Landlord and Tenant.

10. If Landlord shall fail to make any required payment when due to RSP or McGough (unless such failure arises due to a bona fide dispute under the contract with such party), Tenant may, upon 10 days prior notice to Landlord, make such payment to RSP or McGough, as the case may be, and in such event, Tenant shall have the remedies available to it under Section 24 of the General Terms, Covenants and Conditions.

SIGNAGE PLAN

Attached

GENERAL TERMS, COVENANTS AND CONDITIONS

1. Commencement of Term.

     (a) Tenant’s taking possession of the Premises shall be conclusive evidence that the Premises were in good order, condition and repair when Tenant took possession, except for those matters (for which Landlord is responsible as provided in this Lease) of which Tenant gives Landlord notice within 30 days after taking possession. Landlord shall complete or repair such matters as soon as reasonably possible, but not later than 30 days after Landlord’s receipt of such notice (except that if any punchlist item cannot be completed or repaired within such 30-day period, this period shall be extended for a reasonable additional time, provided that Landlord proceeds diligently to effect such completion or repair). To the extent the Contractor (as defined in the Work Letter) is required under its agreement with Landlord to repair or replace (as necessary) any defects in the Premises after the substantial completion thereof, Landlord shall request Contractor to make such repairs or replacements, but Landlord shall be not be liable to Tenant for any failure of Contractor to do so (provided that Tenant reserves any rights it may have to remedy such failure under Section 24 below).

     (b) If the Commencement Date is prior to November 1, 2009, Landlord and Tenant shall execute a supplemental agreement specifying the Commencement Date, Termination Date and such other information as Landlord shall reasonably require.

     (c) Landlord represents, to the best of the knowledge of Landlord’s officers charged with responsibility for the day to day management of the Building, that as of the date of this Lease: (1) the Building contains no asbestos containing materials or hazardous materials (except those materials customarily found in office buildings or stored, maintained and disposed of in accordance with Laws) (such materials together sometimes referred to as Hazardous Materials), (2) the common areas of the Building serving the Premises satisfy the current requirements of the Americans with Disabilities Act (ADA), (3) the Building and Premises (except for those matters attributable to Tenant’s entry into the Premises) are otherwise substantially in compliance with all Laws, and (4) Landlord is not aware of any work completed or contemplated that will or would create any additional special assessments affecting the Property (as defined in the attached “Expense Escalation—Expense Contribution”).

2. Rent.

     Tenant shall pay Monthly Installments of Base Rent in advance on the first day of each month of the Term. Monthly Installments of Base Rent for any partial month shall be prorated on a per diem basis. All costs and expenses which Tenant assumes or agrees to pay and any other sum payable by Tenant pursuant to this Lease shall be deemed additional rent (together with Base Rent referred to as the Rent). The Rent shall be paid in lawful money of the United States of America to the Building Manager or to such other person or at such other place as Landlord may from time to time designate, without any prior notice or demand therefor and, except as may otherwise be expressly set forth in this Lease, without deduction or offset.

3. Late Payments.

     If any part of the Rent is not paid within 5 business days after it is due, Tenant shall pay Landlord (a) an administrative fee of 5 percent of the amount due (not to exceed $500 per occurrence), and (b) interest on the amount due from its due date until paid at the lesser of 12 percent per annum or the maximum rate which Landlord may lawfully charge Tenant. Notwithstanding the foregoing, the first time during each 12-month period such nonpayment occurs, the administrative fee and interest charge shall be waived if the delinquent payment of Rent shall be made within 10 days of notice by Landlord of such nonpayment.

4. Use of the Premises.

     Tenant shall use the Premises only for general office purposes and the Permitted Use and all other uses or purposes are prohibited. Tenant shall not commit waste in the Premises and shall not store, dispose or generate any hazardous materials (except as is customary for an office use) or permit anything to be done in the Premises which causes injury to persons or to the Building, impairs the economic maintenance and operation of the Building, or interferes with or inconveniences other tenants or occupants of the Building. In no event shall Tenant be required to continuously occupy the Premises or to continuously operate its business at the Premises.

5. Rules and Regulations.

     Tenant shall comply with and cause Tenant’s Representatives to comply with the attached Rules and Regulations and with such reasonable modifications and additions as Landlord may from time to time make, provided

that such modifications or additions do not materially, adversely affect Tenant’s monetary obligations, use and occupancy of the Premises or rights under this Lease. Landlord shall not be responsible for the violation of the Rules and Regulations by others but Landlord shall use reasonable efforts to enforce the Rules and Regulations uniformly and without discrimination, except when a particular tenancy requires different enforcement in Landlord’s reasonable discretion. To the extent changes made by Landlord to the attached Rules and Regulations conflict with the other provisions of this Lease, the other terms and conditions of this Lease shall control.

6. Services.

     (a) Landlord shall furnish the following services (Normal Services): elevator service (if the Building is equipped with elevators) for use in common with the occupants of the Building; standard janitorial and cleaning services to the Premises and common areas of the Building; domestic water in reasonable quantities to the common areas (and the Premises, if required by this Lease); electricity for lighting the Premises and the operation of ordinary office equipment, but not in excess of that usually required for general office use during Normal Business Hours; and climate control to the Premises during Normal Business Hours as reasonably required for the comfortable use of the Premises.

     (b) If any utilities or services are specially or exclusively supplied to Tenant or the Premises (Special Services), Tenant shall pay the cost of the Special Services to Landlord or the applicable utility company, as required. Subject to scheduled system maintenance, upon reasonable prior notice from Tenant, Landlord shall use reasonable efforts to provide climate control to the Premises after Normal Business Hours at Tenant’s expense (in accordance with Landlord’s usual and customary rates prevailing from time to time for such after hours climate control), but in no event shall such request be for less than 2 hours. As of the date of this Lease, Landlord’s charge for providing climate control after Normal Business Hours is, on a “per Tenant, per floor” basis, $100.00 per hour.

     (c) To enable Landlord to fulfill its service obligations, Tenant shall comply with the conditions of occupancy and connected electrical load reasonably established by Landlord for the Building. Tenant shall not use utilities or other services in excess of Normal Services or in a manner which exceeds or interferes with any Building systems or Landlord’s ability to provide services to other tenants in the Building. To avoid possible adverse effects upon the Building’s electrical and mechanical systems, Tenant shall not, without Landlord’s prior consent in each instance (which shall not be unreasonably withheld), connect air conditioning equipment, computers (except personal computers and servers), appliances (except standard residential (non-commercial) grade appliances, such as a watercooler, coffeemakers and or a microwave oven), heavy duty equipment or other similar electrical equipment (High Usage Equipment) to the Building’s electrical system. Landlord may survey Tenant’s use of services from time to time upon reasonable prior notice. Tenant shall pay Landlord all costs arising out of any excess use or the connection of High Usage Equipment, including the cost of all repairs and alterations to the Building’s mechanical and electrical systems (including the installation of meters) and the cost of the additional electricity made available to Tenant, if any. Tenant shall pay such costs within 30 days of Landlord’s demand therefor and as periodically billed to Tenant thereafter.

     (d) Landlord does not warrant that the services supplied by Landlord will be free from interruption. Any interruption or discontinuance of service shall not be deemed an eviction or disturbance of Tenant’s use or possession of the Premises, or any part thereof, nor render Landlord liable to Tenant for damages by abatement of Rent or otherwise, nor relieve Tenant from performance of Tenant’s obligations under this Lease. Landlord shall, however, exercise reasonable diligence to restore any service so interrupted. Anything to the contrary in Section 6(d) notwithstanding, if any interruption or discontinuance of service: (1) is primarily caused by the negligence of Landlord, its agents, employees or contractors performing work in the Building (without material contributory negligence of Tenant or Tenant’s Representatives), (2) continues for more than 3 consecutive business days without being cured by Landlord (or if not capable of cure within such 3-business day period, if Landlord fails immediately to commence such a cure and diligently to pursue completion of such cure during and after such 3-business period), and (3) has a material, adverse effect on Tenant’s ability to conduct Tenant’s business in the Premises, then the Rent shall abate equitably thereafter during the interruption or discontinuance.

7. Repairs and Maintenance.

     Tenant shall keep the Premises in good order and condition. Tenant shall give Landlord prompt notice of any damage to or defective condition in the Building. Except as provided in Sections 1, 6 and 8, Tenant shall be responsible for all repairs, replacements and alterations in and to the Premises. Landlord shall, at Landlord’s sole cost (subject to the attached Expense Escalation-Expense Contribution), repair, replace and maintain those other portions of the Building which do not constitute a part of the Premises and are not leased to others (except as