Commitments and Contingencies

12 Months Ended

Mar. 31, 2012

Commitments and Contingencies

Note 10. Commitments and Contingencies

The following is a description of the Company’s significant arrangements in which the Company is a guarantor.

Indemnifications—In many sales transactions, the Company indemnifies customers against possible claims of patent infringement caused by the Company’s products. The indemnifications contained within sales contracts usually do not include limits on the claims. The Company has never incurred any material costs to defend lawsuits or settle patent infringement claims related to sales transactions.

The Company enters into agreements with other companies in the ordinary course of business, typically with underwriters, contractors, clinical sites and customers that include indemnification provisions. Under these provisions the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of its activities. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. Abiomed has never incurred any material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the estimated fair value of these agreements is immaterial. Accordingly, the Company has no liabilities recorded for these agreements as of March 31, 2012.

Clinical study agreements—In the Company’s clinical study agreements, Abiomed has agreed to indemnify the participating institutions against losses incurred by them for claims related to any personal injury of subjects taking part in the study to the extent they relate to uses of the Company’s devices in accordance with the clinical study agreement, the protocol for the device and Abiomed’s instructions. The indemnification provisions contained within the Company’s clinical study agreements do not generally include limits on the claims. The Company has never incurred any material costs related to the indemnification provisions contained in its clinical study agreements.

Facilities leases—The Company rents its Danvers, Massachusetts facility under an operating lease agreement that expires on February 28, 2016. Monthly rent under the facility lease is as follows:

• The base rent for November 2008 through June 2010 was $40,000 per month;

• The base rent for July 2010 through February 2014 is $64,350 per month; and

• The base rent for March 2014 through February 2016 will be $66,000 per month.

In addition, the Company has certain rights to terminate the facility lease early, subject to the payment of a specified termination fee based on the timing of the termination, as further outlined in the lease amendment.

The Company has a lease for its European headquarters in Aachen, Germany. The lease payments are approximately 36,000€ (Euro) (approximately U.S. $50,000 at March 31, 2012 exchange rates) per month and the lease term expires in December 2012.

In July 2008, the Company entered into a lease agreement providing for the lease of a 33,000 square foot manufacturing facility in Athlone, Ireland. The lease agreement was for a term of 25 years, commencing on July 18, 2008. The Company relocated the production equipment from its Athlone, Ireland manufacturing facility to its Aachen and Danvers facilities and fully vacated the Athlone facility in the first quarter of fiscal 2011. In March 2011, the Company terminated the lease agreement and paid a termination fee of approximately $0.8 million as a result of the early termination of the lease.

Total rent expense for the Company’s operating leases included in the accompanying consolidated statements of operations approximated $1.6 million, $2.7 million and $2.2 million for the fiscal years ended March 31, 2012, 2011, and 2010, respectively.

Future minimum lease payments under all significant non-cancelable operating leases as of March 31, 2012 are approximately as follows:

Fiscal Year Ending March 31,	Operating Leases
	(in $000s)
2013		1,473
2014		964
2015		863
2016		758
2017		32
Thereafter		128
Total future minimum lease payments	$	4,218

Litigation—From time to time, the Company is involved in legal and administrative proceedings and claims of various types. While any litigation contains an element of uncertainty, management presently believes that the outcome of each such proceeding or claim which is pending or known to be threatened, or all of them combined, is not expected to have a material adverse effect on the Company’s financial position, operations or statements of cash flows.