ContractWorld Heart Corp • December 13th, 2007 • Electromedical & electrotherapeutic 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.
CANADIAN SECURITY AGREEMENT WORLD HEART CORPORATIONCanadian Security Agreement • December 13th, 2007 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2007 • World Heart Corp • Electromedical & electrotherapeutic apparatus • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 11th day of December, 2007 by and among World Heart Corporation, a corporation continued under the laws of the Canada (the “Company”), and Abiomed, Inc. (the “Investor”) in connection with that certain Note Purchase Agreement by and among the Company, World Heart Inc. and the Investor dated as of December 11, 2007 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
CLINICAL AND MARKETING SUPPORT SERVICES AGREEMENTClinical and Marketing Support Services Agreement • December 13th, 2007 • World Heart Corp • Electromedical & electrotherapeutic apparatus • Massachusetts
This Clinical and Marketing Support Services Agreement (this “Agreement”) is made and entered into as of this 11th day of December, 2007 (the “Effective Date”) among ABIOMED, Inc., a Delaware corporation (“Abiomed”), World Heart Corporation, an Ontario corporation (“WHC”) and World Heart Inc., a Delaware corporation (“WHI”). Abiomed, WHC and WHI shall each, at times, be referenced herein individually as a “Party” and together as the “Parties”.
