Exhibit 1.1 2,400,000 Shares/1/ ABIOMED, INC. COMMON STOCK UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • October 10th, 1997 • Abiomed Inc • Surgical & medical instruments & apparatus • California
betweenCommon Stock Purchase Agreement • September 29th, 1997 • Abiomed Inc • Surgical & medical instruments & apparatus • Massachusetts
5,000,000 Shares ABIOMED, INC. COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENT March 21, 2007Underwriting Agreement • March 26th, 2007 • Abiomed Inc • Surgical & medical instruments & apparatus • New York
ABIOMED, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Morgan Stanley & Co. Incorporated and UBS Securities LLC (the “Underwriters”), the number of shares of its common stock (par value $0.01 per share) set forth in Schedule I hereto (the “Firm Shares”). The Company also proposes to issue and sell to the Underwriters not more than the number of additional shares of its common stock (par value $0.01 per share) (the “Common Stock”) set forth in Schedule I hereto (the “Additional Shares”) if and to the extent that you shall have determined to exercise the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.”
EXHIBIT 1.1 BANC OF AMERICA SECURITIES LLC UNDERWRITING AGREEMENT _______________ SHARESUnderwriting Agreement • February 25th, 2000 • Abiomed Inc • Surgical & medical instruments & apparatus • New York
AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, ATHOS MERGER SUB, INC. and ABIOMED, INC. Dated as of October 31, 2022Merger Agreement • November 1st, 2022 • Abiomed Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 31, 2022 by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Athos Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and ABIOMED, Inc., a Delaware corporation (the “Company”).
LEASELease • February 12th, 1999 • Abiomed Inc • Surgical & medical instruments & apparatus
INDEMNITY AGREEMENTIndemnification Agreement • August 13th, 2021 • Abiomed Inc • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 11, 2021, by and between ABIOMED, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
W I T N E S S E T H: -------------------Selling Stockholder Agreement • October 10th, 1997 • Abiomed Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENTChange of Control Agreement • November 9th, 1999 • Abiomed Inc • Surgical & medical instruments & apparatus • Massachusetts
ContractLease Agreement • June 8th, 2010 • Abiomed Inc • Surgical & medical instruments & apparatus
THIS LEASE is made the 22nd day of June 2008 BETWEEN J.J. RHATIGAN & CO. having its registered office at Wolfe Tone House, Fr. Griffin Road, Galway (hereinafter called “the Landlord”) of the First Part and ABIOMED INCORPORATED having its registered office at 22 Cherry Hill Drive, Danvers, Massachusetts, 01923 United States of America (hereinafter called “the Guarantor”) of the Second Part and ABIOMED ATHLONE LIMITED having its registered office at 25/28 North Wall Quay, Dublin 1 (hereinafter called “the Tenant”) of the Third Part.
RECAPITALIZATION AGREEMENTRecapitalization Agreement • June 26th, 2008 • Abiomed Inc • Surgical & medical instruments & apparatus • New York
RECAPITALIZATION AGREEMENT, made this 20th day of June, 2008 (this “Agreement”), among World Heart Corporation (the “Company”), World Heart Inc. (“WHI”), ABIOMED, Inc. (“Abiomed”), Venrock Partners V, L.P., Venrock Associates V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively, “Venrock”), Special Situations Fund III QP, L.P., Special Situations Cayman Fund, L.P., Special Situations Private Equity Fund, L.P. and Special Situations Life Sciences Fund, L.P. (collectively, “SSF”) and the investors, mutually agreed upon by Venrock and SSF, such approval not to be unreasonably withheld, delayed or conditioned, who become party hereto after the date of this Agreement by executing and delivering a counterpart of the Joinder Agreement attached hereto as Exhibit A. SSF, Venrock and such investors are hereinafter referred to collectively as the “Investors” and individually as an “Investor”.
ABIOMED, INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 21st, 2021 • Abiomed Inc • Surgical & medical instruments & apparatus • Massachusetts
This Change of Control Severance Agreement (this “Agreement”) is entered into and made effective as of the 1st day of November, 2018 (the “Effective Date”) by and between ABIOMED, Inc., a Delaware corporation (the “Company”), and Marc A. Began (the “Executive).
Restricted Stock Unit Agreement (Employee)Restricted Stock Unit Agreement • May 25th, 2017 • Abiomed Inc • Surgical & medical instruments & apparatus
This agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by ABIOMED, Inc. (the “Company”) to the individual named above (the “Grantee”) pursuant to and subject to the terms of the ABIOMED, Inc. Amended and Restated 2015 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
CONTINUING GUARANTYContinuing Guaranty • July 3rd, 2008 • Abiomed Inc • Surgical & medical instruments & apparatus • Massachusetts
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to ABD HOLDING COMPANY, INC., a Delaware corporation (the “Borrower”) by BLUE RIDGE INVESTMENTS L.L.C. and any other subsidiaries or affiliates of Bank of America Corporation and its successors and assigns (collectively the “Lender”), the undersigned Guarantor (whether one or more the “Guarantor”, and if more than one jointly and severally) hereby furnishes its guaranty of the Guaranteed Obligations (as hereinafter defined) as follows:
ARTICLE 5. MISCELLANEOUS................................... 13 5.1. Assignment........................................... 13 ---------- 5.2. Severability......................................... 13 ------------ 5.3....Common Stock Purchase Agreement • September 29th, 1997 • Abiomed Inc • Surgical & medical instruments & apparatus • Massachusetts
VOTING AGREEMENT Abiomed, Inc. Danvers, MA 01923 Attention: General Counsel Facsimile: (978) 777-8411Voting Agreement • December 20th, 2007 • Abiomed Inc • Surgical & medical instruments & apparatus • New York
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.
ABIOMED, Inc. Restricted Stock AgreementRestricted Stock Agreement • August 18th, 2008 • Abiomed Inc • Surgical & medical instruments & apparatus • Massachusetts
This Restricted Stock Agreement (this “Agreement”) is made effective as of , between ABIOMED, Inc. (the “Company”), and (the “Employee”), pursuant to the Company’s 2008 Stock Incentive Plan, as it may be amended from time to time (the “Plan”). This Agreement is expressly subject to all of the terms and conditions contained in the Plan, which is hereby incorporated herein by reference. In the event that any of the terms and conditions contained in this Agreement are inconsistent with the Plan, the terms of the Plan shall control. All capitalized terms not defined in this Agreement have the meanings specified in the Plan.
ABIOMED, INC. DISTRIBUTION AGREEMENTDistribution Agreement • February 8th, 2007 • Abiomed Inc • Surgical & medical instruments & apparatus • Massachusetts
This Distribution Agreement (“Agreement”) is entered into as of November 4, 2006, by and between ABIOMED, Inc., a Danvers, Massachusetts, USA-based Corporation with principal offices at 22 Cherry Hill Drive (“Manufacturer”), and MEDIX Japan, Inc., a Koga City, Fukuoka, Japan-based company with principal offices at 361-1 Aoyagimachi (“Medix”) (“Distributor”).
ABIOMED, Inc. Performance Share Award Agreement (Performance and Time Based RSUs)Performance Share Award Agreement • August 5th, 2011 • Abiomed Inc • Surgical & medical instruments & apparatus • Massachusetts
This Performance Share Award Agreement (this “Agreement”) is made effective as of (the “Grant Date”), between ABIOMED, Inc. (the “Company”), and (the “Employee”), pursuant to the Company’s 2008 Stock Incentive Plan, as it may be amended from time to time (the “Plan”). This Agreement is expressly subject to all of the terms and conditions contained in the Plan, which is hereby incorporated herein by reference. In the event that any of the terms and conditions contained in this Agreement are inconsistent with the Plan, the terms of the Plan shall control. All capitalized terms not defined in this Agreement have the meanings specified in the Plan.
abiomed, inc. Performance- and Time-Based Restricted Stock Unit Award AgreementPerformance- And Time-Based Restricted Stock Unit Award Agreement • February 3rd, 2017 • Abiomed Inc • Surgical & medical instruments & apparatus • Delaware
This Performance- and Time-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made effective as of November 14, 2016 (the “Grant Date”), between ABIOMED, Inc. (the “Company”), and Michael R. Minogue (the “Employee”), pursuant to the Company’s Fourth Amended & Restated 2008 Stock Incentive Plan, as it may be amended from time to time (the “Plan”). Pursuant to this Agreement, the Employee is provided the opportunity to earn up to 41,526 shares of common stock of the Company (“Stock”) if designated performance goals are achieved at or above target levels, subject in all cases to vesting and the other terms and conditions set forth herein. This Agreement and the Award (as defined below) are expressly subject to all of the terms and conditions contained in the Plan, which is hereby incorporated herein by reference. In the event that any of the terms and conditions contained in this Agreement are inconsistent with the Plan, the terms of the Plan shall control. All capitalized
Restricted Stock Unit Agreement (Named Executive Officer)Restricted Stock Unit Agreement • February 4th, 2021 • Abiomed Inc • Surgical & medical instruments & apparatus
This agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by ABIOMED, Inc. (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of the ABIOMED, Inc. Second Amended and Restated 2015 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
NOTE PURCHASE AGREEMENT By and Among WORLD HEART CORPORATION, WORLD HEART INC., and ABIOMED, INC. Dated: December 11, 2007Note Purchase Agreement • February 11th, 2008 • Abiomed Inc • Surgical & medical instruments & apparatus • New York
This Note Purchase Agreement (this “Agreement”) is dated as of December 11, 2007, by and among World Heart Corporation, a Canadian corporation (the “Company”), World Heart Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“WHI”), and ABIOMED, Inc., a Delaware corporation (the “Investor”).
Restricted Stock Unit Agreement (Executive Officer)Restricted Stock Unit Agreement • August 5th, 2021 • Abiomed Inc • Surgical & medical instruments & apparatus
This agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by ABIOMED, Inc. (the “Company”) to the individual named above (the “Grantee”) pursuant to and subject to the terms of the ABIOMED, Inc. Second Amended and Restated 2015 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
LEASELease Agreement • November 4th, 2016 • Abiomed Inc • Surgical & medical instruments & apparatus
Restricted Stock Unit Agreement (Employee)Restricted Stock Unit Agreement • February 5th, 2016 • Abiomed Inc • Surgical & medical instruments & apparatus
This agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by ABIOMED, Inc. (the “Company”) to the individual named above (the “Grantee”) pursuant to and subject to the terms of the ABIOMED, Inc. 2015 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
ABIOMED, Inc. SECOND AMENDED & RESTATED 2015 OMNIBUS INCENTIVE PLAN Restricted Stock Unit Agreement (Executive Officer)Restricted Stock Unit Agreement • May 20th, 2022 • Abiomed Inc • Surgical & medical instruments & apparatus
This agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by ABIOMED, Inc. (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of the ABIOMED, Inc. Second Amended and Restated 2015 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
ABIOMED, INC. and BANKBOSTON, N.A. Rights Agent Rights Agreement Dated as of August 13, 1997. TABLE OF CONTENTS Section 1. Certain Definitions Section 2. Appointment of Rights Agent Section 3. Issue of Right Certificates Section 4. Form of Right...Rights Agreement • August 25th, 1997 • Abiomed Inc • Surgical & medical instruments & apparatus • Delaware
ContractNote • February 11th, 2008 • Abiomed Inc • Surgical & medical instruments & apparatus
NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE BORROWERS.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • November 1st, 2022 • Abiomed Inc • Surgical & medical instruments & apparatus • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [•] (this “Agreement”), is entered into by and between Johnson & Johnson, a New Jersey corporation (“Parent”), and [•], a [•], as Rights Agent (the “Rights Agent”).
ABIOMED, Inc. SEcond AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLANNon-Statutory Stock Option Agreement • August 5th, 2021 • Abiomed Inc • Surgical & medical instruments & apparatus
This agreement (this “Agreement”) evidences the grant of a stock option by ABIOMED, Inc. (the “Company”) to the individual named above (the “Optionee”) pursuant to and subject to the terms of the ABIOMED, Inc. Second Amended and Restated 2015 Omnibus Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
ABIOMED, INC. 22 Cherry Hill Drive Danvers, ma 01923Loan Agreement • November 9th, 1999 • Abiomed Inc • Surgical & medical instruments & apparatus • Massachusetts
LETTER AGREEMENTRevolving Line of Credit Facility • July 3rd, 2008 • Abiomed Inc • Surgical & medical instruments & apparatus
AGREEMENTChange of Control Agreement • August 18th, 2008 • Abiomed Inc • Surgical & medical instruments & apparatus • Massachusetts
The Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined below) of the Company. The Compensation Committee believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Ther
May 26, 2015 RETIREMENT/CONSULTING AGREEMENT AND RELEASERetirement/Consulting Agreement • August 6th, 2015 • Abiomed Inc • Surgical & medical instruments & apparatus • Massachusetts
As we have discussed, your employment with ABIOMED, Inc.1 (the “Company”) will terminate, effective as of the Separation Date (as defined below), by reason of your retirement. The purpose of this letter (this “Agreement”) is to confirm the agreement between you and the Company concerning your termination of employment with the Company and transition to a consulting role with the Company in consideration of the promises contained in this Agreement.
FIRST AMENDMENT TO LEASELease • May 28th, 2015 • Abiomed Inc • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is dated as of April 30, 2015, and made between Leo C. Thibeault, Jr., Trustee of The Thibeault Nominee Trust u/d/t dated November 20, 1996, recorded with the Essex South Registry of Deeds, Book 13856, Page 290 (“Lessor”), having a usual place of business at 513 Turtle Hatch Lane, Naples, FL 34103, and ABIOMED, Inc., a Delaware corporation (“Lessee”), having a usual place of business at 22 Cherry Hill Drive, Danvers, MA 01923, in connection with that certain lease between the Lessor and Lessee dated February 24, 2014 and relating to the premises located at 18-22 Cherry Hill Drive, Danvers, MA 01923 (the “Lease”).
