Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vws28zFwAQ/fGKTHKWzsfJUMCKiCDYeyr14WIM/aWfScDwURXcBmCiJXbyLJ3KNY 3wNhWjqvyC4Bzy2g6MzTTw== 0001193125-07-269207.txt : 20071220 0001193125-07-269207.hdr.sgml : 20071220 20071220164019 ACCESSION NUMBER: 0001193125-07-269207 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071220 DATE AS OF CHANGE: 20071220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLD HEART CORP CENTRAL INDEX KEY: 0001024520 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50628 FILM NUMBER: 071319743 BUSINESS ADDRESS: STREET 1: 7799 PARDEE LANE CITY: OAKLAND STATE: CA ZIP: 94621 BUSINESS PHONE: 510-563-5000 MAIL ADDRESS: STREET 1: 7799 PARDEE LANE CITY: OAKLAND STATE: CA ZIP: 94621 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABIOMED INC CENTRAL INDEX KEY: 0000815094 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 042743260 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 22 CHERRY HILL DR CITY: DANVERS STATE: MA ZIP: 01923 BUSINESS PHONE: 9787775410 MAIL ADDRESS: STREET 1: 22 CHERRY HILL DRIVE CITY: DANVERS STATE: MA ZIP: 01923 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D


OMB APPROVAL
OMB Number:		3235-0145
Expires:		February 28, 2009
Estimated average burden
hours per response		14.5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

World Heart Corporation

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

980905202

(CUSIP Number)

ABIOMED, Inc.

Attn: General Counsel

22 Cherry Hill Drive

Danvers, MA 01923

(978) 646-1400

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

(617) 832-1151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 11, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.


CUSIP No. 980905202		13D		Page 2 of 7 Pages


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). ABIOMED, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 6,258,861
		8. Shared Voting Power
		9. Sole Dispositive Power 6,258,861
		10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,258,861
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 35.2%
14.	Type of Reporting Person (See Instructions) CO

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.


CUSIP No. 980905202		Page 3 of 7

Item 1.

Security and Issuer

This Schedule 13D relates to the common stock, no par value (the “Common Shares”) of World Heart Corp., a Canadian corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 7799 Pardee Lane, Oakland, CA 94621.

Item 2.

Identity and Background

This Schedule 13D is being filed by ABIOMED, Inc., a corporation organized under the laws of the State of Delaware (the “Reporting Person”). The Reporting Person’s principal business address is 22 Cherry Hill Drive, Danvers, MA 01923. The Reporting Person is a provider of medical devices in the field of circulatory support. The Reporting Person has not been convicted in a criminal proceeding during the last five years. In the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which, as a result of such proceeding, rendered the Reporting Person subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Person acquired beneficial ownership of an 8% convertible promissory note that is convertible into 2,858,861 Common Shares for a total of $5,000,000 ($1,000,000 of which was paid on December 11, 2007 and the remaining $4,000,000 of which is anticipated to be paid on January 3, 2008) using working capital funds. The Reporting Person acquired beneficial ownership of a warrant to purchase up to 3,400,000 Common Shares in exchange for certain clinical and marketing support services to be provided to the Issuer.

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.


CUSIP No. 980905202		Page 4 of 7

Item 4.

Purpose of Transaction

The Reporting Person, the Issuer and World Heart Inc., a wholly owned subsidiary of the Issuer (“WHI”), entered into a Note Purchase Agreement, dated as of December 11, 2007 (the “Note Purchase Agreement”), a copy of which was filed as Exhibit 99.1 to a Form 8-K filed by the Issuer on December 13, 2007, File No. 000-28882 (the “8-K”), and is incorporated herein by reference. The description of the Note Purchase Agreement set forth herein is qualified in its entirety by reference to the copy filed as Exhibit 99.1 to such Form 8-K. Pursuant to the Note Purchase Agreement, the Issuer issued to the Reporting Person a secured convertible promissory note in the principal amount of up to $5 million (the “Note”), to be funded in two tranches, $1 million of which was funded on December 11, 2007 and $4 million of which is scheduled to be funded on or about January 3, 2008, subject to certain limited conditions. The Note is secured by the Issuer’s assets and contains certain covenants and customary events of default, the occurrence of which could result in an acceleration of the Note. The Note is convertible into Common Shares at the Reporting Person’s option, in whole or in part, at $1.748948 per share, subject to anti-dilution adjustments in the event that the Issuer issues securities at a lower effective price, at any time, except that until and unless shareholder approval for the purposes of compliance with the shareholder approval rules of the NASDAQ Stock Market has been received, any conversion of the Note (including any accrued interest), together with any exercise of the Warrant as described below, is limited such that the Reporting Person will not hold more than 19.9% of the Issuer’s Common Shares outstanding as of December 11, 2007. The Note will accrue interest at 8% per annum, which is payable upon payment or conversion of the Note, and the interest may also be converted into Common Shares at the then market value, at the option of the Reporting Person. After the second anniversary of the issuance, the Note is payable on demand, or subject to fulfillment of certain conditions, at the Issuer’s option.

As part of the Note Purchase Agreement, the Issuer also granted the Reporting Person a right of first refusal to act as an exclusive worldwide distributor for any Issuer product not currently sold by Issuer and a right to designate one nominee to the Issuer’s board of directors or have an observer present at the Issuer’s board meetings.

The Issuer, WHI and the Reporting Person also entered into a Clinical and Marketing Support Services Agreement (the “Services Agreement”) a copy of which was filed as Exhibit 99.6 to the 8-K, and is incorporated herein by reference. The description of the Note Purchase Agreement set forth herein is qualified in its entirety by reference to the copy filed as Exhibit 99.6 to the Form 8-K. Pursuant to the Services Agreement the Reporting Person agreed to provide clinical support and certain marketing services in connection with the Issuer’s products in development. As partial consideration for these clinical and marketing services, the Issuer issued to the Reporting Person a 5-year warrant (the “Warrant”) to purchase up to 3,400,000 Common Shares, exercisable at $0.01 per share. The Warrant is exercisable with respect to only 680,000 Common Shares until the second tranche of the Note is funded, and until and unless shareholder approval has been received, the exercise of the Warrant, together with any conversion of the Note, is limited to 19.9% of the Issuer’s currently outstanding Common Shares.

In addition, the Issuer and Reporting Person entered into a Registration Rights Agreement pursuant to which the Issuer granted the Reporting Person registration rights with respect to the Common Shares underlying the Note and Warrant and agreed to file such registration statement

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.


CUSIP No. 980905202		Page 5 of 7

with the Securities and Exchange Commission within 120 days after the date of issuance of the Note and the Warrant. A copy of the Registration Rights Agreement was filed as Exhibit 99.7 to the 8-K, and is incorporated herein by reference.

The Reporting Person acquired the Note and Warrant of the Issuer for investment. Except as set forth above, the Reporting Person does not have any specific plans which would result in (a) the acquisition by the Reporting Person of additional securities of the Issuer or the disposition by the Reporting Person of securities of the Issuer; (b) any extraordinary corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the Issuer or of any of its subsidiaries; (d) any change in the present Management or Board of Directors, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board of Directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter or by-laws which may impede the acquisition of control of the Issuer by any person; (h) the Issuer’s Common Shares being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a) In the aggregate, the Reporting Person beneficially owns the right to acquire 6,258,861 Common Shares of the Issuer. Such Common Shares constitute 35.2% of the outstanding Common Shares based on the representations of the Issuer set forth in the Note Purchase Agreement.

(b) The Reporting Person has sole voting and dispositive power with respect to the Common Shares reported in this Schedule 13D.

(d) N/A

(e) N/A

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Issuer’s two largest shareholders, Special Situations Funds and Maverick Venture Management, LLC, have agreed with the Reporting Person to vote in favor of the approval of the issuance of the Note and the Warrant to the Reporting Person at any shareholder meeting called to solicit the approval of the transaction.

Except as provided in the preceding paragraphs, or elsewhere in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons, or between any Reporting Person(s) and any


CUSIP No. 980905202		Page 6 of 7

third party, with respect to any securities of the Issuer, including, but not limited to, transfer or voting any of the securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1 Voting Agreement between the Reporting Person and Special Situations Funds dated as of December 11, 2007.

Exhibit 99.2 Voting Agreement between the Reporting Person and Maverick Venture Management, LLC dated as of December 11, 2007.


CUSIP No. 980905202		Page 7 of 7

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


DATE: December 20, 2007

ABIOMED, INC.

By:		/s/ Daniel J. Sutherby
		Daniel J. Sutherby
		Chief Financial Officer

EX-99.1 2 dex991.htm VOTING AGREEMENT BETWEEN THE REPORTING PERSON AND SPECIAL SITUATIONS FUNDS Voting Agreement between the Reporting Person and Special Situations Funds

Exhibit 99.1

VOTING AGREEMENT

Abiomed, Inc.

22 Cherry Hill Drive

Danvers, MA 01923

Attention: General Counsel

Facsimile: (978) 777-8411

December 11, 2007

Dear Securityholder:

Re: Voting Arrangements

We understand that, as at the date hereof, you (the “Securityholder”) beneficially own, directly or indirectly, or exercise control or direction over, the number of securities of World Heart Corporation (the “Company”) set out on the Acceptance page (the “Subject Securities”) at the end of this letter agreement (the “Agreement”).

Reference is made to that certain Note Purchase Agreement, dated as of December 11, 2007 by and among ABIOMED, Inc. (“Abiomed”), the Company and World Heart Inc. (the “Purchase Agreement”), and the secured convertible promissory note, warrant and clinical and marketing support services agreement contemplated thereunder (the “Note,” “Warrant, “ and “Services Agreement,” respectively, and together with the Purchase Agreement, the “Financing Agreements”). All capitalized terms not defined herein, but defined in the Financing Agreements, have the meanings ascribed thereto in the Financing Agreements.

This letter confirms your agreement, subject to the terms and conditions specified herein, to vote all of the Subject Securities that you own (or over which you exercise control or direction), and any additional securities of the Company that you may hereafter become the beneficial owner of, in favor of the Financing Agreements at any meeting of the Company Securityholders (the “Meeting”) called to approve any of the Financing Agreements and any and all related matters at the Meeting, including the issuance of any shares of the Company’s capital stock thereunder (the “Financing Matters”).

In consideration of, and as a material inducement to, Abiomed entering into the Financing Agreements, the Securityholder agrees with Abiomed as follows:

1. Covenants of the Securityholder.

By acceptance of this Agreement, the Securityholder hereby irrevocably and unconditionally agrees with Abiomed, subject to Section 4 below:

(a) to take all reasonable steps required to cause all of the Subject Securities to be voted at the Meeting in favor of the resolutions approving the Financing Matters;

(b) to not exercise any statutory rights of dissent or appraisal in respect of any resolutions authorizing the Financing Matters; and

(c) to provide prompt written or email notice to Abiomed of any sale, transfer or other disposition of any or all of the Subject Securities occurring prior to the record date for the Meeting, as soon as practicable, but in any event within 48 hours of such sale, transfer or other disposition.

It is acknowledged that the covenants of the Securityholder set forth in this Section 1 relate to the Securityholder acting solely in the capacity of a holder of Subject Securities of the Company and not as a director or officer of the Company (or both) and shall not affect or restrict any legal or equitable obligation, including any fiduciary duty obligation, imposed on such Securityholder acting in the capacity of a director or officer of the Company (or both). The Securityholder acknowledges that pursuant to this Agreement the Securityholder may be required to act as a holder of the Subject Securities in a manner different from the manner in which the Securityholder is obligated to act in a capacity of a director or officer of the Company (or both).

2. Representations and Warranties of the Securityholder.

The Securityholder represents and warrants to Abiomed that, as of the date of this Agreement:

(a) neither the execution of this Agreement by the Securityholder nor the performance by the Securityholder of its obligations hereunder will constitute a violation of, or default under, or conflict with, any material contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Securityholder is a party or by which the Securityholder is bound;

(b) the Securityholder is the legal owner of the Subject Securities and has the right to vote the Subject Securities at the Meeting (to the extent voting rights attach to such Subject Securities in the circumstances);

(c) the Subject Securities, set out on the Acceptance page of this Agreement, constitute as of the date hereof all of the securities of the Company owned by the Securityholder as of the date hereof;

(d) if the Securityholder is not a natural person, the Securityholder is duly authorized to execute and deliver this Agreement; and

(e) this Agreement is a valid and binding agreement, enforceable against the Securityholder in accordance with its terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and (ii) the general principles of equity.

3. Representations of Abiomed.

Abiomed hereby represents and warrants to the Securityholder that, as of the date of this Agreement:

(a) Abiomed is duly authorized to execute and deliver this Agreement and this Agreement is a valid and binding agreement, enforceable against Abiomed in accordance with its terms, subject to: (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally; and (ii) the general principles of equity; and

(b) neither the execution of this Agreement nor the performance by Abiomed of its obligations under the Financing Agreements will constitute a violation of, or default under, or conflict with, any material contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Abiomed is a party or by which Abiomed is bound.

4. Termination.

It is understood and agreed that the obligations of the Securityholder hereunder shall cease and terminate on the earliest of:

(a) the date immediately following the conclusion of the Meeting;

(b) the date that the Note has been paid in full by the Company and the Warrant has been fully exercised by Abiomed;

(d) the date of any material amendment to the Financing Agreements without the prior written consent of the Securityholder; and

(e) the date on which Abiomed and the Company mutually agree in writing to terminate the arrangements under the Financing Agreements.

5. Disclosure.

Prior to first public disclosure of the existence and terms and conditions of this Agreement, none of the parties hereto shall disclose the existence of this Agreement, or any details hereof, to any person other than the Company, Abiomed and their respective directors, officers and advisors, without the prior written consent of the other party, except to the extent required by law. The existence and terms and conditions of this Agreement may be disclosed by Abiomed or the Company in any news release issued in connection with the execution of the Financing Agreements; provided that the Securityholder shall have the right to review the text of such news release prior to the dissemination thereof and; provided, further, that such news release shall not identify the Securityholder or any of its affiliates without the prior written consent of the Securityholder.

6. Entire Agreement and Amendments.

This Agreement constitutes the entire agreement between the parties with respect to the voting of the Subject Securities and may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement signed by the parties hereto.

7. Time.

Time shall be of the essence of this Agreement.

8. Successors and Assigns.

This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Securityholder and Abiomed and their respective successors and permitted assigns (as the case may be). This Agreement may not be assigned by any party without the prior written consent of the other party.

9. Remedies.

The Securityholder agrees that if this Agreement is breached by the Securityholder, damages may be an inadequate remedy, and therefore, without limiting any other remedy available at law or in equity, an injunction, restraining order, specific performance, and other forms of equitable relief, or any combination thereof, shall be available to Abiomed.

10. Governing Law.

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof and, to the extent applicable thereto, the internal laws of the jurisdiction of organization of the Company.

11. Notice.

Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if delivered (including by courier) or sent by facsimile transmission:

(a) in the case of the Securityholder, to the address for the Securityholder noted on the Acceptance page of this Agreement; and

(b) in the case of Abiomed to the address of Abiomed set out on the face page of this Agreement; or

(c) to such other address as the party to whom such notice or other communication is to be given has last notified the party giving the same in the manner provided in this paragraph.

Any notice or other communication given or made shall be deemed to have been duly given or made as at the date delivered or sent if delivered personally or sent by facsimile transmission to the address for service provided herein, unless given or made after normal business hours on the applicable date in which case the notice or other communication will be deemed to have been received on the next Business Day.

12. Severability.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable in any respect.

13. Counterparts; Faxes.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed an original.

Yours truly,

ABIOMED, INC.

/s/ Michael Minogue

By: Michael Minogue

Title: CEO, Chairman

ACCEPTANCE

The foregoing is hereby accepted effective as of December 11, 2007 and the undersigned hereby confirms that the undersigned owns the securities indicated below.

Securityholder Name:

Special Situations Funds III QP, L.P.

Special Situations Funds III, L.P.

Special Situations Cayman Fund, L.P.

Special Situations Private Equity Fund, L.P.


By:		/s/ Austin W. Marxe
		Austin W. Marxe
Title:		General Partner


Special Situations Funds III QP, L.P.		Common Shares: 1,765,146 Warrants: 87,412

Special Situations Funds III, L.P.		Common Shares: 175,068 Warrants: 7,662

Special Situations Cayman Fund, L.P.		Common Shares: 587,810 Warrants: 31,691

Special Situations Private Equity Fund, L.P.		Common Shares: 685,106 Warrants: 34,572

The address of the Securityholder is as follows:

153 East 53^rd Street

New York, NY 10022

Facsimile: (212) 319-6677

EX-99.2 3 dex992.htm VOTING AGREEMENT BETWEEN THE REPORTING PERSON AND MAVERICK VENTURE MANAGEMENT Voting Agreement between the Reporting Person and Maverick Venture Management

Exhibit 99.2

VOTING AGREEMENT

Abiomed, Inc.

22 Cherry Hill Drive

Danvers, MA 01923

Attention: General Counsel

Facsimile: (978) 777-8411

December 11, 2007

Dear Securityholder:

Re: Voting Arrangements

In consideration of, and as a material inducement to, Abiomed entering into the Financing Agreements, the Securityholder agrees with Abiomed as follows:

1. Covenants of the Securityholder.

By acceptance of this Agreement, the Securityholder hereby irrevocably and unconditionally agrees with Abiomed, subject to Section 4 below:

(a) to take all reasonable steps required to cause all of the Subject Securities to be voted at the Meeting in favor of the resolutions approving the Financing Matters;

(b) to not exercise any statutory rights of dissent or appraisal in respect of any resolutions authorizing the Financing Matters; and

2. Representations and Warranties of the Securityholder.

The Securityholder represents and warrants to Abiomed that, as of the date of this Agreement:

(c) the Subject Securities, set out on the Acceptance page of this Agreement, constitute as of the date hereof all of the securities of the Company owned by the Securityholder as of the date hereof;

(d) if the Securityholder is not a natural person, the Securityholder is duly authorized to execute and deliver this Agreement; and

3. Representations of Abiomed.

Abiomed hereby represents and warrants to the Securityholder that, as of the date of this Agreement:

4. Termination.

It is understood and agreed that the obligations of the Securityholder hereunder shall cease and terminate on the earliest of:

(a) the date immediately following the conclusion of the Meeting;

(b) the date that the Note has been paid in full by the Company and the Warrant has been fully exercised by Abiomed;

(d) the date of any material amendment to the Financing Agreements without the prior written consent of the Securityholder; and

(e) the date on which Abiomed and the Company mutually agree in writing to terminate the arrangements under the Financing Agreements.

5. Disclosure.

6. Entire Agreement and Amendments.

7. Time.

Time shall be of the essence of this Agreement.

8. Successors and Assigns.

9. Remedies.

10. Governing Law.

11. Notice.

Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if delivered (including by courier) or sent by facsimile transmission:

(a) in the case of the Securityholder, to the address for the Securityholder noted on the Acceptance page of this Agreement; and

(b) in the case of Abiomed to the address of Abiomed set out on the face page of this Agreement; or

(c) to such other address as the party to whom such notice or other communication is to be given has last notified the party giving the same in the manner provided in this paragraph.

12. Severability.

13. Counterparts; Faxes.

Yours truly,

ABIOMED, INC.

/s/ Michael Minogue

By: Michael Minogue

Title: CEO, Chairman

ACCEPTANCE

The foregoing is hereby accepted effective as of December 11, 2007 and the undersigned hereby confirms that the undersigned owns the securities indicated below.

Securityholder Name: Maverick Venture Management, LLC


By:		/s/ Kevin R. Compton
		Kevin R. Compton
Title:		Manager, Member


the Company Common Shares:		2,800,703

the Company Warrants:		0

The address of the Securityholder is as follows:

Maverick Venture Management

Attn: Kevin Compton

737 Bryant Street

Palo Alto, CA 94301

Facsimile: (650) 566-3319

-----END PRIVACY-ENHANCED MESSAGE-----