BY-LAWS

of

ABIOMED, Inc.

A Delaware Corporation

Adopted: June 4, 1987
Amended: July 2, 1990 and
June 15, 1995

   /s/ Donald E. Paulson
---------------------------
         Secretary

                                                                            Page
                                                                            ----
ARTICLE I. - STOCKHOLDERS......................................................1

Section 1.1.  Annual Meeting...................................................1

SECTION 1.2.  SPECIAL MEETINGS.................................................1

Section 1.3.  Notice of Meeting................................................1
Section 1.4.  Quorum...........................................................2
Section 1.5.  Voting and Proxies...............................................2
Section 1.6.  Action at Meeting................................................2
Section 1.7.  Action Without Meeting...........................................2
Section 1.8.  Voting of Shares of Certain Holders..............................2
Section 1.9.  Stockholder Lists................................................3

ARTICLE II. - BOARD OF DIRECTORS...............................................3

Section 2.1.  Powers...........................................................3
Section 2.2.  Number of Directors; Qualifications..............................4
Section 2.3.  Nomination of Directors..........................................4
Section 2.4   Election of Directors............................................4
Section 2.5.  Vacancies; Reduction of the Board................................4
Section 2.6.  Enlargement of the Board.........................................4
Section 2.7.  Tenure and Resignation...........................................5
Section 2.8.  Removal..........................................................5
Section 2.9.  Meetings.........................................................5
Section 2.10.  Notice of Meeting...............................................5
Section 2.11.  Agenda..........................................................5
Section 2.12.  Quorum..........................................................6
Section 2.13.  Action at Meeting...............................................6
Section 2.14.  Action Without Meeting..........................................6
Section 2.15.  Committees......................................................6

ARTICLE III. - OFFICERS........................................................6

Section 3.1.  Enumeration......................................................6
Section 3.2.  Election.........................................................7
Section 3.3.  Qualification....................................................7
Section 3.4.  Tenure...........................................................7
Section 3.5.  Removal..........................................................7
Section 3.6.  Resignation......................................................7
Section 3.7.  Vacancies........................................................7
Section 3.8.  Chairman of the Board............................................7
Section 3.9.  President........................................................7
Section 3.10.  Executive Vice-President; Vice-President(s).....................8
Section 3.11.  Treasurer and Assistant Treasurers..............................8
Section 3.12.  Secretary and Assistant Secretaries.............................8
Section 3.13.  Other Powers and Duties.........................................8

ARTICLE IV. - CAPITAL STOCK....................................................9

Section 4.1.  Stock Certificates...............................................9
Section 4.2.  Transfer of Shares...............................................9
Section 4.3.  Record Holders...................................................9
Section 4.4.  Record Date......................................................9
Section 4.5.  Transfer Agent and Registrar for Shares of Corporation..........10
Section 4.6.  Loss of Certificates............................................10
Section 4.7.  Restrictions on Transfer........................................11
Section 4.8.  Multiple Classes of Stock.......................................11

ARTICLE V. - DIVIDENDS........................................................11

Section 5.1.  Declaration of Dividends........................................11
Section 5.2.  Reserves........................................................11

ARTICLE VI. - POWERS OF OFFICERS TO CONTRACT WITH THE CORPORATION.............12

ARTICLE VII. - INDEMNIFICATION................................................12

Section 7.1.  Definitions.....................................................12
Section 7.2.  Right to Indemnification in General.............................14
Section 7.3.  Proceedings Other Than Proceedings by or in the Right of the
                Corporation...................................................14
Section 7.4.  Proceedings by or in the Right of the Corporation...............14
Section 7.5.  Indemnification of a Party Who is Wholly or Partly Successful...15
Section 7.6.  Indemnification for Expenses of a Witness.......................15
Section 7.7.  Advancement of Expenses.........................................15
Section 7.8.  Notification and Defense of Claim...............................16
Section 7.9.  Method of Determination.........................................17
Section 7.10.  Presumptions and Effect of Certain Proceedings.................17
Section 7.11.  Non-Exclusivity................................................18
Section 7.12.  Insurance......................................................18
Section 7.13.  No Duplicative Payment.........................................18
Section 7.14.  Severability...................................................18

ARTICLE VIII. - MISCELLANEOUS PROVISIONS......................................19

Section 8.1.  Certificate of Incorporation....................................19
Section 8.2.  Fiscal Year.....................................................19
Section 8.3.  Corporate Seal..................................................19
Section 8.4.  Execution of Instruments........................................19
Section 8.5.  Voting of Securities............................................19
Section 8.6.  Evidence of Authority...........................................19
Section 8.7.  Corporate Records...............................................19
Section 8.8.  Charitable Contributions........................................20

ARTICLE IX. - AMENDMENTS......................................................20

Section 9.1.  Amendment by Stockholders.......................................20
Section 9.2.  Amendment by Board of Directors.................................20

BY-LAWS

OF

(A Delaware Corporation)

The requirement of notice to any stockholder may be waived by a written waiver of notice, executed before or after the meeting by the stockholder or his attorney thereunto duly authorized, and filed with the records of the meeting, or if communication with such stockholder is unlawful, or by attendance at the meeting without protesting prior thereto or at its commencement the lack of notice. A waiver of notice of any regular or special meeting of the stockholders need not specify the purposes of the meeting.

If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Shares of stock of the corporation standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court-appointed guardian or conservator without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator. Shares of capital stock of the corporation standing in the name of a trustee may be voted by him.

Shares of stock of the corporation standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares.

consideration and upon such terms and conditions as they shall determine, including the granting of options, warrants or conversion or other rights to stock.

(a) Nominations for the election of directors may be made by the board of directors or by any stockholder entitled to vote for the election of directors. Nominations by stockholders shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the secretary of the corporation not less than 45 days nor more than 60 days prior to any meeting of the stockholders called for the election of directors.

(b) Each notice under subsection (a) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, and (iii) the number of shares of stock of the corporation which are beneficially owned by each such nominee.

(c) The chairman of the meeting of stockholders may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Assistant treasurers, if any, shall have such powers and perform such duties as the board of directors may from time to time determine.

Assistant secretaries, if any, shall have such powers and perform such duties as the board of directors may from time to time designate.

If an officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed on, a certificate shall have ceased to be such before the certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the time of its issue.

It shall be the duty of each stockholder to notify the corporation of his post office address.

of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty days prior to any other action. In such case only stockholders of record on such record date shall be so entitled notwithstanding any transfer of stock on the books of the corporation after the record date.

If no record date is fixed: (i) the record date for determining stockholders entitled to receive notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is necessary, shall be the day on which the first written consent is expressed; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Any and all of the directors and officers of the corporation, notwithstanding their official relations to it, may enter into and perform any contract or agreement of any nature between the corporation and themselves, or any and all of the individuals from time to time constituting the board of directors of the corporation, or any firm or corporation in which any such director may be interested, directly or indirectly, whether such individual, firm or corporation thus contracting with the corporation shall thereby derive personal or corporate profits or benefits or otherwise; provided, that (i) the material facts of such interest are disclosed or are known to the board of directors or committee thereof which authorizes such contract or agreement; (ii) if the material facts as to such person's relationship or interest are disclosed or are known to the stockholders entitled to vote thereon, and the contract is specifically approved in good faith by a vote or the stockholders; or (iii) the contract or agreement is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof, or the stockholders. Any director of the corporation who is interested in any transaction as aforesaid may nevertheless be counted in determining the existence of a quorum at any meeting of the board of directors which shall authorize or ratify any such transaction. This Article shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common or statutory law applicable thereto.

(a) "Code of Conduct" means the corporation's Code of Conduct for Directors, Officers and Employees as in effect from time to time.

(b) "Corporate Status" describes the status of a person who is or was a director, officer, employee, agent, trustee or fiduciary of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which such person is or was serving at the express written request of the corporation.

(c) "Court" means the Court of Chancery of the State of Delaware, the court in which the Proceeding in respect of which indemnification is sought by a Covered Person shall have been brought or is pending, or another court having subject jurisdiction and personal jurisdiction over the parties.

(d) "Covered Person" means a person who is a present or former director or officer of the corporation and shall include such person's legal representatives, heirs, executors and administrators.

(e) "Disinterested Director" means a director of the corporation who is not and was not a party to the Proceeding in respect of which indemnification is sought by a Covered Person.

(f) "Enterprise" shall mean the corporation and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which a Covered Person is or was serving at the express written request of the corporation as a director, officer, employee, agent, trustee or fiduciary.

(g) "Expenses" shall include, without limitation, all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating or being or preparing to be a witness in a Proceeding.

(h) "Good Faith" shall mean a Covered Person having acted in good faith and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of the corporation or, in the case of an Enterprise which is an employee benefit plan, the best interests of the participants or beneficiaries of said plan, as the case may be, and, with respect to any Proceeding which is criminal in nature, having had no reasonable cause to believe such Covered Person's conduct was unlawful.

(i) "Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and may include law firms or members thereof that are regularly retained by the corporation but not any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the standards of professional conduct then prevailing and applicable to such counsel, would have a conflict of interest in representing either the corporation or Covered Person in an action to determine Covered Person's rights under this Article.

(j) "Proceeding" includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation (including any internal corporate investigation), administrative hearing or any other actual, threatened or completed proceeding whether civil, criminal, administrative or investigative, other than one initiated by the Covered Person. For purposes of the foregoing sentence, a "Proceeding" shall not be deemed to have been initiated by the Covered Person where such Covered Person seeks to enforce such Covered Person's rights under this Article.

(a) Each Covered Person shall be entitled to the rights of indemnification provided in this Section 7.4 if, by reason of such Covered Person's Corporate Status, such Covered Person is, or is threatened to be made, a party to or is otherwise involved in any Proceeding brought by or in the right of the corporation to procure a judgment in its favor. Such Covered Person shall be indemnified against Expenses, judgments, penalties, and amounts paid in settlement, actually and reasonably incurred by such Covered Person or on such Covered Person's behalf in connection with such Proceeding if such Covered Person acted in Good

Faith. Notwithstanding the foregoing, no such indemnification shall be made in respect of any claim, issue or matter in such Proceeding as to which such Covered Person shall have been adjudged to be liable to the corporation if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification shall nevertheless be made by the corporation in such event if and only to the extent that the Court which is considering the matter shall determine.

(b) Notwithstanding any provision to the contrary in this Section, if the board of directors, Independent Counsel or the stockholders, as the case may be, making the determination with respect to indemnification as provided under
Section 7.9 hereof, or the Court considering the matter determines that the act or omission which forms the basis for the claim which is the subject of the Proceeding violated the corporation's Code of Conduct then in effect, then, notwithstanding that fact, the corporation may, to the extent authorized by the board of directors, indemnify such Covered Person against all Expenses, judgments, penalties and amounts paid in settlement, actually and reasonably incurred by such Covered Person or on such Covered Person's behalf in connection with such proceeding if such Covered Person acted in Good Faith.

Covered Person in connection with any Proceeding, within twenty (20) days after the receipt by the corporation of a statement or statements from such Covered Person requesting such advance or advances, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by the Covered Person and shall include or be preceded or accompanied by an undertaking by or on behalf of the Covered Person to repay any Expenses if it shall ultimately be determined that such Covered Person is not entitled to be indemnified against such Expenses. Any advance and undertakings to repay pursuant to this Section 7.7 shall be unsecured and interest free. Advancement of Expenses pursuant to this Section 7.7 shall not require approval of the board of directors or the stockholders of the corporation, or of any other person or body. The Secretary of the corporation shall promptly advise the Board in writing of the request for advancement of Expenses, of the amount and other details of the advance and of the undertaking to make repayment pursuant to this Section 7.7.

(a) The corporation will be entitled to participate in the defense at its own expense.

(b) Except as otherwise provided below, the corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense with counsel reasonably satisfactory to the Covered Person. After notice from the corporation to the Covered Person of its election to assume the defense of a suit, the corporation will not be liable to the Covered Person under this Article for any legal or other expenses subsequently incurred by the Covered Person in connection with the defense of the Proceeding other than reasonable costs of investigation or as otherwise provided below. The Covered Person shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the corporation of its assumption of the defense shall be at the expense of the Covered Person unless
(i) the employment of counsel by the Covered Person has been authorized by the corporation, (ii) the Covered Person shall have concluded reasonably that there may be a conflict of interest between the corporation and the Covered Person in the conduct of the defense of such action and such conclusion is confirmed in writing by the corporation's outside counsel regularly employed by it in connection with corporate matters, or (iii) the corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel shall be at the expense of the corporation. The corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the corporation or as to which the Covered Person shall have made the conclusion provided for in (ii) above and such conclusion shall have been so confirmed by the corporation's said outside counsel.

(c) Notwithstanding any provision of this Article to the contrary, the corporation shall not be liable to indemnify the Covered Person under this Article for any amounts paid in settlement of any Proceeding or claim effected without its written consent. The corporation shall not settle any Proceeding or claim in any manner which would impose any penalty, limitation or disqualification of the Covered Person for any purpose without such Covered Person's written consent. Neither the corporation nor the Covered Person will unreasonably withhold their consent to any proposed settlement.

(d) If it is determined that the Covered Person is entitled to indemnification not covered by defense of the claim afforded under subparagraph
(b) above, payment to the Covered Person of the additional amounts to be indemnified shall be made within ten (10) days after determination.

(a) the validity, legality and enforceability of the remaining provisions of this Article (including without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and

(b) to the fullest extent possible, the provisions of this Article (including, without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.