0001047469-05-016267 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 2nd, 2005 • Ev3 Inc. • Surgical & medical instruments & apparatus • Delaware

INDEMNIFICATION AGREEMENT, made and executed this day of , 2005, by and between ev3 Inc., a Delaware corporation (the "Company"), and , an individual resident of the State of (the "Indemnitee").

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ASSET PURCHASE AGREEMENT dated as of September 29, 2004 among EDWARDS LIFESCIENCES AG and EV3 SANTA ROSA, INC., EV3 TECHNOLOGIES, INC. and EV3 INC.
Asset Purchase Agreement • June 2nd, 2005 • Ev3 Inc. • Surgical & medical instruments & apparatus • Delaware

THIS ASSET PURCHASE AGREEMENT, dated as of September 29, 2004 (this "Agreement"), is by and among Edwards Lifesciences AG, a company organized under the laws of Switzerland ("Buyer"), ev3 Santa Rosa, Inc., a California corporation ("Santa Rosa"), ev3 Technologies, Inc., the sole shareholder of Santa Rosa and a Delaware corporation ("ev3 Technologies"), and ev3 Inc., the sole shareholder of ev3 Technologies and a Delaware corporation (the "Parent") (Santa Rosa, ev3 Technologies and Parent, collectively, "ev3").

DISTRIBUTION AGREEMENT between
Distribution Agreement • June 2nd, 2005 • Ev3 Inc. • Surgical & medical instruments & apparatus

INVATEC S.r.l. (hereinafter referred to as "INVATEC") having a registered office at Via Martiri della Libertà 7, Roncadelle (BS), Italy, represented by its Chief Executive Officer, Mr. Andrea Venturelli,

FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • June 2nd, 2005 • Ev3 Inc. • Surgical & medical instruments & apparatus

This First Amendment to Distribution Agreement, made effective December 31, 2004, is entered into between INVATEC S.r.l. (hereinafter referred to as "INVATEC") having a registered office at Via Martiri della Libertà 7, Roncadelle (BS), Italy, represented by its Chief Executive Officer, Mr. Andrea Venturelli,

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 2nd, 2005 • Ev3 Inc. • Surgical & medical instruments & apparatus • Delaware

REGISTRATION RIGHTS AGREEMENT, dated as of June [ ], 2005 (the "Agreement"), among the institutional investors whose names and addresses appear from time to time on Schedule I hereto (the "Institutional Investors"); the investors whose names and addresses appear from time to time on Schedule II hereto (the "Management Investors"); and ev3 Inc., a Delaware corporation (the "Company"). The Institutional Investors and the Management Investors are hereinafter collectively referred to as the "Investors."

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