UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended December 31, 2005

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to

		Commission file number 0-20584

ABIOMED, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		04-2743260
(State of incorporation)		(IRS Employer No.)

22 CHERRY HILL DRIVE
DANVERS, MASSACHUSETTS 01923
(Address of principal executive offices, including zip code)

(978) 777-5410
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) or the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act).

Large accelerated filer o

Accelerated filer ý

Non accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ý

As of February 1, 2006, there were 26,384,305 shares outstanding of the registrant’s common stock, $.01 par value.

ABIOMED, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


Part I - Financial Information:

	Item 1. Condensed Consolidated Financial Statements (unaudited)

				Consolidated Balance Sheets
				December 31, 2005 and March 31, 2005

				Consolidated Statements of Operations
				Three and Nine Months Ended December 31, 2005 and 2004

				Consolidated Statements of Cash Flows
				Nine Months Ended December 31, 2005 and 2004

				Condensed Notes to Consolidated Financial Statements

		Item 2. Management’s Discussion and Analysis of Financial
		Condition and Results of Operations

		Item 3. Quantitative and Qualitative Disclosure About Market Risk

		Item 4. Controls and Procedures

Part II - Other Information

			Signature

ABIOMED, INC. AND SUBSIDIARIES

PART 1. FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	December 31, 2005			March 31, 2005
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	7,907		$	7,618
Short-term marketable securities (Note 8)	24,049			33,887
Accounts receivable, net of allowance for doubtful accounts of $124 at December 31, 2005 and $64 at March 31, 2005	8,416			8,635
Inventories (Note 6)	6,020			3,877
Prepaid expenses and other current assets	967			1,207
Total current assets	47,359			55,224

Long-term investments (Note 8)	—			2,112
Property and equipment, net of accumulated depreciation of $11,743 and $10,867 at December 31, 2005 and March 31, 2005, respectively	3,870			2,804
Intangible assets, net (Note 10)	8,301			418
Goodwill (Note 10)	21,994			—
Other assets	321			503
Total assets	$	81,845		$	61,061

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1,803		$	1,132
Accrued expenses	4,213			3,623
Deferred revenues	391			127
Total current liabilities	6,407			4,882

Deferred tax liability	3,736			—

Commitments and Contingencies (Note 15)

Stockholders’ Equity:
Class B Preferred Stock, $.01 par value- Authorized- 1,000,000 Shares; Issued and outstanding-none	—			—
Common Stock, $.01 par value
Authorized - 100,000,000 shares;
Issued - 26,379,005 shares at December 31, 2005 and 22,079,311 shares at March 31, 2005
Outstanding - 26,372,826 shares at December 31, 2005 and 22,079,311 shares at March 31, 2005	264			221
Additional paid-in capital	213,916			170,095
Deferred stock-based compensation	(204		)	(278		)
Accumulated deficit	(139,626		)	(113,859		)
Treasury stock, at cost; 6,179 shares at December 31, 2005	(66		)	—
Accumulated other comprehensive loss (Note 13)	(2,582		)	—
Total stockholders’ equity	71,702			56,179
Total liabilities and stockholders’ equity	$	81,845		$	61,061

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share and share data)

	Three Months Ended						Nine Months Ended
	December 31, 2005			December 31, 2004			December 31, 2005				December 31, 2004

Revenues:
Products	$	10,447		$	9,551		$		29,605		$	27,293
Funded research and development	68			15			269				151
	10,515			9,566			29,874				27,444

Costs and expenses:
Cost of product revenues	3,070			2,457			7,851				6,643
Research and development (Note 11)	4,564			3,375			13,444				10,105
Selling, general and administrative	7,421			4,258			21,586				13,493
Expensed in-process research and development (Note 12)	—			—			13,306				—
	15,055			10,090			56,187				30,241

Loss from operations	(4,540		)	(524		)	(26,313			)	(2,797		)

Other income, net:
Investment income	316			203			876				544
Foreign exchange gain (loss)	(56		)	116			(168			)	120
Other	53			4			91				12
	313			323			799				676

Loss before provision for income taxes	(4,227		)	(201		)	(25,514			)	(2,121		)

Provision for income taxes (Note 18)	253			—			253				—
Net loss	$	(4,480	)	$	201		$	(25,767		)	$	(2,121)

Net loss per share (Note 7):
Basic	$	(0.17	)	$	(0.01	)	$		(1.01	)	$	(0.10	)
Diluted	$	(0.17	)	$	(0.01	)	$		(1.01	)	$	(0.10	)

Weighted average shares outstanding (Note 7):
Basic	26,350,871			21,952,158			25,447,494				21,779,858
Diluted	26,350,871			21,952,158			25,447,494				21,779,858

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Nine Months Ended
	December 31, 2005			December 31, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(25,767	)	$	(2,121	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,962			944
Bad debt expense (recovery)	102			(37		)
Loss on abandonment of patents	—			48
Write-down of inventory	269			—
Increase in deferred taxes	253			—
Stock-based compensation	179			29
Expensed in-process research and development	13,306			—
Changes in assets and liabilities, net of acquisition:
Accounts receivable	775			(1,239		)
Inventories	(1,232		)	(1,701		)
Prepaid expenses, other current assets	720			346
Other long term assets	22			—
Accounts payable	75			(306		)
Accrued expenses	17			97
Deferred revenue	256			(54		)
Net cash used in operating activities	(9,063		)	(3,994		)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the maturity of short and long-term securities	36,242			29,571
Purchases of short and long-term securities	(24,293		)	(28,511		)
Business acquisition, net of cash acquired	(2,562		)	—
Additions to patents	(112		)	(16		)
Purchases of property and equipment	(1,547		)	(558		)
Net cash provided by investing activities	7,728			486

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options and stock issued under employee stock purchase plan	1,560			3,837
Repurchase of common stock	(66		)	—
Net cash provided by financing activities	1,494			3,837

NET INCREASE IN CASH	159			329

EXCHANGE RATE EFFECT ON CASH AND CASH EQUIVALENTS	130			(92		)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	7,618			6,893

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	7,907		$	7,130

Supplemental Disclosures
Common shares issued for business acquisition	$	42,200		$	—
Income taxes paid, net of refunds	60			79

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Basis of Preparation

The unaudited consolidated financial statements of ABIOMED, Inc. (the “Company”), presented herein have been prepared in accordance with the Securities and Exchange Commission’s (“SEC”) instructions to Form 10-Q and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in our latest audited annual financial statements. These audited statements are contained in our Annual Report on Form 10-K for the year ended March 31, 2005 that has been filed with the SEC.

In our opinion, the accompanying consolidated financial statements include all adjustments (consisting only of normal, recurring adjustments) necessary to summarize fairly the financial position and results of operations as of December 31, 2005 and for the three and nine months then ended. The results of operations for the three and nine months ended December 31, 2005 may not be indicative of the results that may be expected for the full fiscal year.

2. Accounting Policies

In addition to the significant accounting policies described in Note 2, “Significant Accounting Policies,” in the Notes to the Consolidated Financial Statements as filed with the SEC in the Company’s Annual Report on Form 10-K for its fiscal year ending March 31, 2005, the Company’s current financial statements reflect the application of the additional accounting policies described below.

Translation of Foreign Currencies

The Euro is the functional currency for Impella (Note 9). As such, Impella’s assets and liabilities are translated into U.S. dollars at exchange rates prevailing at the balance sheet date while revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are included in accumulated other comprehensive loss in the consolidated balance sheet at December 31, 2005.

The U.S. dollar is the functional currency for ABIOMED B.V., the Company’s Dutch subsidiary. The financial statements of ABIOMED B.V. are remeasured into U.S. dollars using current rates of exchange for monetary assets and liabilities and historical rates of exchange for nonmonetary assets. Foreign exchange gains and losses are included in the results of operations in other income, net, in the accompanying statements of operations.

Expensed In-Process Research and Development

Costs to acquire in-process research and development (“IPR&D”) projects and technologies, which have not reached technological feasibility at the date of the business acquisition and have no alternative future use, are expensed as incurred (Note 9).

Goodwill

As a result of the acquisition of Impella (Note 9), the Company’s balance sheet as of December 31, 2005 includes goodwill. We assess the realizability of the goodwill on our books annually at October 31 ^st as well as whenever events or changes in circumstances indicate that the goodwill may be impaired as required by SFAS No. 142, Goodwill and Other Intangible Assests. . These events or circumstances generally include operating losses or a significant decline in earnings associated with the acquired business or asset. The Company’s ability to realize the value of the goodwill will depend on the future cash flows of these businesses. If we are not able to realize the value of the goodwill, we may be required to incur material charges relating to the impairment of those assets. We completed our first annual review of goodwill as of October 31, 2005 and have determined that no write-down for impairment is necessary.

Treasury Stock

In September 2005 the Company reacquired 6,179 shares of its common stock from a pool of 210,000 shares held in escrow in accordance with the terms of the Impella purchase agreement. The Company is accounting for these treasury shares using the cost method.

3. Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimated or assumed. The more significant estimates reflected in these financial statements include, but are not limited to, collectibility of accounts receivable, inventory valuation and accrued expenses.

4. Accounting for Stock-Based Compensation

The Company maintains various stock-based employee and director compensation plans, which are described more fully in Note 7 “Stock Option and Purchase Plans,” in the Notes to Consolidated Financial Statements as filed with the SEC in the Company’s 2005 Annual Report on Form 10-K. The Company accounts for stock-based awards to employees using the intrinsic value method as prescribed by Accounting Principles Board Opinion No. 25 , Accounting for Stock Issued to Employees, and related interpretations including the guidance of Financial Accounting Standards Board (“FASB”) Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation and Interpretation of APB No. 25 and Emerging Issues Task Force No. 00-23, Issues Related to the Accounting for Stock Compensation under APB Opinion No. 25 and FASB Interpretation No. 44. Accordingly, no compensation expense is recorded for options issued to employees with fixed amounts and fixed exercise prices at least equal to the fair market value of common stock at the date of grant. Conversely, when the exercise price is below fair market value on the grant date, a charge to compensation expense is recorded ratably over the term of the option vesting period in an amount equal to the difference between exercise price and fair market value.

The Company records compensation expense for certain stock option related events requiring remeasurement in accordance with FASB Interpretation No. 44. Stock-based awards to non-employees are accounted for at their fair value in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 123, as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure .

If compensation cost for grants issued during the nine months ended December 31, 2005 and 2004 under stock-based compensation plans had been determined based on SFAS No. 123, as amended by SFAS 148, the Company’s pro forma net loss and pro forma loss per share would have been as follows (in thousands, except per share data):

	Three Months Ended						Nine Months Ended
	Dec. 31, 2005			Dec. 31, 2004			Dec. 31, 2005			Dec. 31, 2004

Net loss, as reported	$	(4,480	)	$	(201	)	$	(25,767	)	$	(2,121	)
Add: Stock based employee compensation included in reported net loss	89			22			179			29
Deduct: Total stock-based employee compensation expense determined under fair value based-method for all awards	(1,004		)	(636		)	(3,192		)	(2,015		)

Pro forma net loss	$	(5,395	)	$	(815	)	$	(28,780	)	$	(4,107	)

Basic and diluted net loss per share
As reported	$	(0.17	)	$	(0.01	)	$	(1.01	)	$	(0.10	)
Pro forma	$	(0.20	)	$	(0.04	)	$	(1.13	)	$	(0.19	)

During the nine months ending December 31, 2005, options to purchase 971,025 shares of common stock were granted at prices ranging from $8.36 to $10.98. All options granted during the period were awarded with an exercise price equal to the fair market value on the date of grant. Included in the stock options granted during the first quarter were 50,000 non-qualified options granted to a consultant for ongoing corporate legal services to be provided over a four-year period. These options to a non-employee were considered variable options, the fair value of which were to be expensed over the consulting service period and subject to adjustment based on the market price of the Company’s common stock at the close of each financial reporting period. On January 3, 2006, however, this consultant became an employee of the Company and as a result, the intrinsic value at the date of the change for the unvested options will be recognized as stock compensation expense over the remaining vesting period.

The Company has a consulting agreement with David M. Lederman, Ph.D., its former Chief Executive Officer and former Chairman of its Board of Directors (Note 15). Under this consulting agreement, Dr. Lederman has agreed to serve as a senior advisor for four years, starting on April 2, 2005. Dr. Lederman’s existing non-qualified stock options that were awarded in the past during his tenure as the Company’s CEO will remain unmodified and will continue to vest during the term of his service as a non-employee advisor. He will have the ability to exercise the options during this term. These options are considered variable options, the fair value of which will be expensed over the term of the consulting agreement, subject to adjustment based on the market price of the Company’s common stock at the close of each financial reporting period.

The fair value of the options granted during the nine months ending December 31, 2005 and 2004 was $4.40 and $3.63, per share, respectively , and was calculated using the Black-Scholes option-pricing model with the following assumptions:

	Nine Months Ended
	December 31, 2005		December 31, 2004

Risk-free interest rate	4.04	%	3.69	%
Expected dividend yield	—		—
Expected option term in years	7.4 years		7.6 years
Assumed stock price volatility	73	%	86	%

5. Warranties

The Company routinely accrues for estimated future warranty costs on its product sales at the time of sale. The Company’s products are subject to rigorous regulation and quality

standards. The following table summarizes the activities of the warranty reserves for the nine months ending December 31, 2005 and 2004 (in thousands):

	Nine Months Ended
	December 31, 2005			December 31, 2004

Balance at the beginning of the period	$	231		$	245
Accrual for warranties issued during the period	56			45
Accrual related to pre-existing warranties	65			99
Warranty expense incurred during the period	(215		)	(157		)
Balance at end of period	$	137		$	232

6. Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following (in thousands):

	December 31, 2005		March 31, 2005

Raw materials	$	1,855	$	1,016
Work-in-process	865		871
Finished goods	3,300		1,990
	$	6,020	$	3,877

The Company’s inventories on the balance sheet relate to our temporary cardiac assist product line that includes our AB5000, BVS and Impella products.

During the third fiscal quarter of 2006 the Company recorded a non-cash charge of approximately $269,000 as a result of determining that certain inventory held by its Impella subsidiary had no future net realizable value. This charge is included in the cost of product sales in the accompanying Consolidated Statement of Operations for the three and nine months ended December 31, 2005.

7. Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed

by dividing net loss by the weighted average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated by adding to the weighted shares outstanding any potential (unissued) common stock from outstanding stock options and warrants based on the treasury stock method. In periods when net income is reported the calculation of diluted net income per share typically results in lower earnings per share than is calculated using the basic method. In periods when a net loss is reported, such as the three and nine months ended December 31, 2005 and 2004, these potential shares from stock options and warrants are not included in the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods when a loss is reported the calculation of basic and dilutive loss per share results in the same value.

The calculation of diluted weighted average shares outstanding for the three and nine months ended December 31, 2005 and 2004 excludes shares issuable pursuant to the options to purchase common stock in those periods when a net loss is incurred as shown below. These options have an exercise price below the average market price of ABIOMED common stock during the period.

	Three Months Ended		Nine Months Ended
	Dec. 31 2005	Dec. 31 2004	Dec. 31 2005	Dec. 31 2004

Potential dilutive shares from exercise of common stock options	387,589	1,122,972	535,776	1,017,312

The calculation of diluted weighted average shares outstanding for the three and nine months ended December 31, 2005 and 2004 also excludes unissued shares of common stock associated with outstanding stock options that have exercise prices greater than the average market price of ABIOMED common stock during the period as shown in the table below.

	Three Months Ended		Nine Months Ended
	Dec. 31 2005	Dec. 31 2004	Dec. 31 2005	Dec. 31 2004

Outstanding stock options with exercise prices greater than average market price	2,500,742	676,024	1,436,401	806,842

The calculation of diluted weighted average shares outstanding for the three and nine months ended December 31, 2005 and three and nine months ended December 31, 2004 also excludes warrants to purchase up to 400,000 shares of common stock issued in connection with the purchase of intellectual property. Exercise of the warrants is contingent on the achievement of certain clinical and regulatory milestones associated with the underlying intellectual property

by specified dates, the last of which is September 30, 2007. Warrants not vested and exercised by September 30, 2007 expire.

8. Marketable Securities and Long-Term Investments

The amortized cost, including interest receivable, and market value of short-term marketable securities were approximately $24,049,000 and $ 23,994,000 at December 31, 2005 and $33,887,000 and $33,773,000 at March 31, 2005, respectively.

The amortized cost, including interest receivable, and market value of long-term investments were approximately $2,112,000 and $2,093,000 at March 31, 2005, respectively. The Company did not hold any long-term investments at December 31, 2005.

The Company has classified its marketable securities as “hold-to-maturity” securities under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities , due to management’s intention to own these investments until their individual maturities and because it believes the Company has sufficient projected cash inflows, reserves and investments maturing over time to meet its estimated operational cash requirements.

9. Acquisition

In May 2005, the Company acquired all of the shares of outstanding capital stock of Impella CardioSystems AG (“Impella”), a company headquartered in Aachen, Germany, in exchange for approximately $1.6 million in cash and 4,029,004 shares of ABIOMED common stock, of which 210,000 shares were to be held in escrow through November 2006 for potential indemnification claims by the Company pursuant to the terms of the purchase agreement. As of December 31, 2005, 6,179 of the 210,000 escrowed shares have been returned to the Company as a result of ABIOMED’s settlement of undisclosed pre-acquisition liabilities. Impella develops, manufactures and markets minimally invasive cardiovascular support systems for numerous patient indications within the fields of cardiology and cardiac surgery. Impella’s Recover System pumps are designed to provide left and right ventricle support for patients suffering from reduced cardiac output and can potentially aid in recovering the hearts of patients suffering from acute myocardial infarction (AMI or Heart Attack), including those who have gone into cardiac shock. Impella has CE marks for each of its commercially available devices and currently markets them throughout Europe. We intend to seek FDA approval to sell the Impella Recover System blood pumps in the United States in order to address wider market opportunities for cardiac assist and recovery.

The aggregate purchase price was approximately $45.1 million, which consisted of $42.2 million of the Company’s common stock, $1.6 million of cash paid to certain former shareholders of Impella, and $1.3 million of transaction costs, consisting primarily of fees paid for financial advisory and legal services. We issued 4,029,004 shares of our common stock, the fair value of which was based upon a five-day average of the closing price two days before and two days after the terms of the acquisition were agreed to and publicly announced.

In addition, the agreement provides that ABIOMED may make additional contingent payments to Impella’s former shareholders based on the Company’s future stock price performance and additional milestone payments related to FDA approvals and unit sales of Impella products. In general, if our stock price is between $15 and $18 as of the 18-month anniversary of the closing date, based on the daily volume weighted average price per share for the 20 trading days prior to such date, we will issue additional consideration equal to the difference between $18 and such average stock price, multiplied by 4,200,000 shares. For example:

• if the average stock price on the 18-month date is $16, we will be obligated to pay additional consideration of approximately $8.4 million,

• if the average stock price on the 18-month date is $17, we will be obligated to pay additional consideration of approximately $4.2 million, and

• if the average stock price on the 18-month date is outside of the $15 to $18 range, we will not be obligated to pay any additional consideration.

This payment may be made, at our option, by any combination of cash or stock. In addition, there are provisions that will reduce this amount to the extent that the Impella stockholders have, prior to the 18-month date, sold any of the shares we issued to them at the closing.

In addition to the payments described above related to the average stock price on the 18-month date, we have also agreed, subject to certain exceptions based on future stock price performance that are set forth in the agreement, to make additional payments of up to $16.75 million based on the following milestones:

• upon FDA approval of Impella’s 2.5 liter pump system, a payment of $5,583,333,

• upon FDA approval of Impella’s 5.0 liter pump system, a payment of $5,583,333, and

• upon the sale of 1,000 units of Impella’s products worldwide between the closing and December 31, 2007, a payment of $5,583,334.

These milestone payments may be made, at our option, by a combination of cash or stock, except that no more than an aggregate of $15 million of these milestone payments may be made in the form of stock. In addition, the agreement specifically provides that under no circumstances will we deliver or be obligated to deliver, a number of shares of our stock that would require that our stockholders would be or would have been required to approve this transaction under applicable Nasdaq rules or other securities laws. If any contingent payments are made, they will result in an increase in the carrying value of goodwill.

The foregoing notwithstanding, if the average market price per share of ABIOMED’s common stock, as determined in accordance with the purchase agreement, as of the date of any of the milestones is achieved is $22 or more, no additional contingent consideration will be required with respect to the achieved milestone. If the average market price is between $18 and $22 on the date of the Company’s achievement of a milestone, the relevant milestone payment will be reduced ratably.

The acquisition of Impella was accounted for under the purchase method of accounting and the results of operations of Impella have been included in the consolidated results of the Company from the acquisition date. The purchase price of the acquisition was allocated to tangible and intangible assets and assumed liabilities based on their estimated fair values at the date of acquisition. The Company allocated approximately $9.5 million of the purchase price to intangible assets comprised of existing technology, patents, trademarks and other purchased intangibles. In addition, approximately $13.3 million of the purchase price was allocated to in-process research and development (Note 12). The excess purchase price of approximately $20.1 million after this allocation has been accounted for as goodwill. The change in the carrying amounts of goodwill and intangible assets from the date of the acquisition to December 31, 2005 are due to our translating the non-U.S. currency denominated balances at the prevailing exchange rate on the balance sheet date.

The following table presents the fair values of assets and liabilities recorded in connection with the Impella acquisition (in thousands).

Cash	$	535
Accounts receivable	805
Inventories	1,335
Prepaid expenses and other current assets	514
Property and equipment	589
Intangible assets:
Patents (estimated useful life of 7 years)	6,179
Developed technology (estimated useful life of 7 years)	2,175
Distributor agreements (estimated useful life of 7 years)	800
Trademarks and tradenames (estimated useful life of 7 years)	314
Acquired in-process R&D (“IPR&D”)	13,306
Total intangible assets	22,774
Goodwill	23,612
Accrued expenses and other current liabilities	(1,610		)
Deferred tax liability	(3,483		)
Total consideration paid	$	45,071

Of the $22.8 million of acquired intangible assets, $13.3 million was allocated to IPR&D and was written off at the date of acquisition because the IPR&D had no alternative uses and had not reached technological feasibility.

The following represents the pro forma results of the ongoing operations for ABIOMED and Impella as though the acquisition of Impella had occurred at the beginning of the periods shown (in thousands, except per share data). The pro forma information, however, is not necessarily indicative of the results that would have resulted had the acquisition occurred at the beginning of the periods presented, nor is it necessarily indicative of future results.

	Three Months Ended						Nine Months Ended
	Dec. 31 2005			Dec. 31 2004			Dec. 31 2005			Dec. 31 2004

Revenue	$	10,515		$	10,832		$	30,040		$	29,422
Net loss	$	(4,480	)	$	(4,985	)	$	(15,621	)	$	(11,546	)

Net loss per common share (basic and Diluted)	$	(0.17	)	$	(0.19	)	$	(0.60	)	$	(0.44	)

10. Intangible Assets and Goodwill

The carrying amount of goodwill was $22.0 million at December 31, 2005 and was recorded in connection with the Company’s acquisition of Impella (Note 9).

The Company’s intangible assets in the consolidated balance sheets are detailed as follows (in thousands):

	December 31, 2005					March 31, 2005
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Weighted Average Amortization Period
Patents	$	6,830	$	1,310	7 years	$	1,053	$	683	7 years
Trademarks and tradenames	399		94		7 years	94		46		7 years
Distribution agreements	735		70		7 years	—		—
Acquired technology	2,001		190		7 years	—		—
Total	$	9,965	$	1,664		$	1,147	$	729

Amortization expense for intangible assets totaled $348,000 and $955,000 during the three and nine months ended December 31, 2005, and $33,000 and $105,000 for the three and nine months ended December 31, 2004, respectively. Expense for abandonment of certain patents was $49,000 for the nine months ended December 31, 2004. No patents were abandoned during either the three or nine months ended December 31, 2005 or the three months ending December 31, 2004.

11. Research and Development

Research and development costs are expensed when incurred and include direct materials and labor, depreciation, contracted services and other costs associated with developing and testing new products and significant enhancements to existing products. Research and development costs consist of the following amounts (in thousands):

	Three Months Ended				Nine Months Ended
	Dec. 31 2005		Dec. 31 2004		Dec. 31 2005		Dec. 31 2004

Internally funded	$	4,458	$	3,334	$	13,240	$	9,855
Incurred under government contracts and grants	106		41		204		250

Total research and development expense	$	4,564	$	3,375	$	13,444	$	10,105

12. Expensed In-Process Research and Development

In connection with the acquisition of Impella, the Company expensed $13.3 million of purchased in-process research and development (IPR&D) encompassing on-going research and development activities that to date, progressed to a technological feasibility stage, as well as existing technologies and products that require regulatory approval for market clearance and therefore are considered incomplete.

The amount was determined by identifying IPR&D activities that have reached the “substance” stage of development and for which no alternative future use exists. In addition, the fair value of existing technology for U.S. based sales is included in expensed IPR&D due to the additional risks and expense incurred by the combined entity in obtaining regulatory approval for U.S. based market sales.

Management determined the valuation of the IPR&D using a number of factors. The value was based primarily on the discounted cash flow method. This valuation included consideration of (i) the stage of completion of each of the projects, (ii) the technological feasibility of each of the projects, (iii) whether the projects had an alternative future use, (iv) the estimated future residual cash flows that could be generated from the various projects and technologies over their respective projected economic lives, and (v) whether additional product development costs or regulatory risks would be incurred to bring the technology to completion.

The primary basis for determining the technological feasibility of these projects was whether the product has obtained approval from the FDA for commercial sales in the U.S. As of the acquisition date, the IPR&D projects, as well as the existing technologies and products have not completed or obtained sufficient clinical data to support an application to the FDA seeking commercial approval.

The economic benefit stream or annual cash flow generated for each of the IPR&D projects and existing technology product sales were determined based upon management’s estimate of future revenue and expected profitability of the various products and technologies involved. These projected cash flows were then discounted to their present values taking into account management’s estimate of future expenses that would be necessary to bring the projects to completion. The discount rates include a rate of return, which accounts for the time value of money, as well as risk factors that reflect the economic risk that the cash flows projected may not be realized. The cash flows were discounted at discount rates ranging from 23% to 25% per annum, depending on the project’s stage of completion and the type of complex functionality needed. This discounted cash flow methodology for the various projects included in the purchased IPR&D resulted in a total valuation of $13.3 million. Although work on the projects related to the IPR&D is anticipated to continue after the acquisition, the amount of the purchase price allocated to IPR&D was written off because the projects underlying the IPR&D that was being developed were considered technologically feasible as of the acquisition date, however the assets utilized in these projects, excluding the patents, have no alternative future use.

13. Comprehensive Loss

Comprehensive loss details follow (in thousands):

	Three Months Ended						Nine Months Ended
	Dec. 31 2005			Dec. 31 2004			Dec. 31 2005			Dec. 31 2004

Net loss	$	(4,480	)	$	(201	)	$	(25,767	)	$	(2,121	)
Other comprehensive loss:
Foreign currency translation adjustments	(537		)	—			(2,582		)	—
Total comprehensive loss	$	(5,017	)	$	(201	)	$	(28,349	)	$	(2,121	)

14. Segment and Enterprise Wide Disclosures

SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information , requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. The Company believes that it operates in one business segment— the research, development and sale of medical devices to assist or replace the pumping function of the failing heart. Approximately 56% of the Company’s total consolidated assets are located within the United States as of December 31, 2005. Remaining assets are located in Europe. International sales accounted for 11% and 9% of total product revenue during the three months ending December 31, 2005 and 2004 and 14% and 7% for the nine months ended December 31, 2005 and 2004, respectively.

15. Commitments and Contingencies

We enter 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 we generally indemnify and hold harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of our activities. These indemnification provisions generally survive termination of the underlying agreement. We have 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 not quantifiable. Accordingly, we have no liabilities recorded for these agreements as of December 31, 2005 and March 31, 2005.

On May 10, 2005 the Company acquired all of the shares of outstanding capital stock of Impella Cardiosystems AG (“Impella”), a manufacturer of minimally invasive cardiovascular support systems headquartered in Aachen, Germany As discussed in Note 9, the purchase agreement contains certain

contingent payments to be made in stock and cash based on the Company’s future stock price performance and certain FDA and product sales milestones.

The Company leases an operating facility in Aachen, Germany, with terms through the fiscal year 2008. This lease may be extended, at the Company’s option, for one successive additional period of four years based on the then current fair rental value. The rent expense under this lease during the Company’s fiscal year ending March 31, 2006 will be approximately $400,000. The remainder of the Company’s commitments for lease agreements have not changed significantly from the disclosure in the Annual Report on Form 10-K as of March 31, 2005.

The Company has a consulting agreement with David M. Lederman, Ph.D., its former Chief Executive Officer and former Chairman of its Board of Directors. Under this consulting agreement, Dr. Lederman has agreed to serve as a senior advisor. The agreement provides that Dr. Lederman will receive $200,000 per year for four years, starting on April 2, 2005. The Company is recognizing the cost of this agreement pro ratably over the term of the agreement. In addition, the Company will continue to provide Dr. Lederman with certain healthcare and other benefits, including administrative support, in exchange for his continued service as a senior advisor. Dr. Lederman’s existing non-qualified stock options that were awarded in the past during his tenure as the Company’s CEO will continue to vest during the term of his service as an advisor and he will have the ability to exercise those options during such term. The cost of Dr. Lederman’s unvested options will be recognized during the term of the agreement.

16. New Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 151, Inventory Costs (FAS 151), which adopts wording from the International Accounting Standards Board’s (ISAB) Standard No. 2, Inventories , in an effort to improve the comparability of international financial reporting. The new standard indicates that abnormal freight, handling costs, and wasted materials (spoilage) are required to be treated as current period charges rather than as a portion of inventory cost. Additionally, the standard clarifies that fixed production overhead should be allocated based on the normal capacity of a production facility. This Statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company is still assessing the impact of adopting SFAS No. 151.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets (FAS 153) which eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets and replaces it with a general exception from fair value measurement for exchanges of nonmonetary assets that do not have commercial substance. The Company’s adoption of FAS 153 did not have a significant impact on the Company’s consolidated financial statements.

In December 2004 the FASB issued a revised Statement of Financial Accounting Standard (SFAS) No. 123, Share-Based Payment (FAS 123(R)). FAS 123(R) requires entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognize the cost over the period during which an employee is required to provide service in exchange for the award. In April 2005, the SEC announced the adoption of a new rule that amends the effective date for SFAS 123(R). The requirements of SFAS 123(R) are effective for annual fiscal periods beginning after June 15, 2005. Currently, the Company follows APB No.25 which does not require the recognition of compensation expense relating to the issuance of stock options so long as the quoted market price of the Company’s stock at the date of grant is less than or equal to the amount an employee must pay to acquire the stock. The original FAS 123 requires footnote disclosure only of pro forma net income as if a fair-value-based method had been used. The adoption of SFAS 123(R) is expected to have a material impact on the Company’s consolidated financial statements. Although management is still evaluating the impact, the Company has provided a pro forma table in Note 4 that shows the estimated impact of stock compensation expense for the three and nine months ended December 31, 2005.

In April 2005, the SEC issued Staff Accounting Bulletin (“SAB”) 107 Share-Based Payments, which expresses the SEC Staff’s views regarding the application of SFAS No. 123(R). As noted above, the adoption of SFAS No. 123(R), as applied using standards set forth in SAB 107, will have a material impact on the Company’s results of operations and financial position.

FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations , (FIN 47) an interpretation of FASB Statement No. 143, Accounting for Asset Retirement Obligations , (SFAS 143), clarifies the term conditional asset retirement obligation as used in SFAS 143. The term refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. FIN 47 is effective for fiscal years ending after December 15, 2005. Retrospective application for interim financial information is permitted but is not required. FIN No. 47 was adopted and did not have a material impact on the Company’s results of operations, financial position or cash flows.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections . SFAS No. 154 is a replacement of APB No. 20 and FASB Statement No. 3. SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes retrospective application as the required method for reporting a change in accounting principle. SFAS No. 154 provides guidance for determining whether retrospective application of a change in accounting principle is impracticable and for reporting a change when retrospective application is impracticable. The reporting of a correction of an error by restating previously issued financial statements is also addressed by SFAS No. 154. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 31, 2005. We will adopt this pronouncement beginning in fiscal year 2007.

17. Restructuring

In December 2005, the Company took action to consolidate its European operations by closing its ABIOMED B.V. facility located in The Netherlands and transferring the AB5000 and BVS 5000 sales and service operations to its Impella CardioSystems facility located in Aachen, Germany. Accrued restructuring charges at December 31, 2005 include approximately $122,000 related to the cancellation of the facility lease and other agreements, payment of post-employment termination benefits and miscellaneous other costs related to moving the operations to Germany. The expenses associated with the restructuring are included within selling, general and administrative expenses shown on our Consolidated Statement of Operations for both the three and nine months ended December 31, 2005.

18. Tax Provision

The Company assesses the realizability of its deferred tax assets and has determined that it is more likely than not that the Company will not recognize the benefits and as a result the Company has recorded a valuation allowance. The Company recorded a tax provision of $0.3 million in the third quarter to reflect that certain deferred tax liabilities originating from the amortization of tax deductible (but not book deductible) goodwill that can not be assumed to reverse in so much as the goodwill is an indefinite lived asset for book purposes.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

ABIOMED’s discussion of financial condition and results of operations may contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Our actual results may differ materially from those anticipated in these forward-looking statements based upon a number of factors, including uncertainties associated with development, testing and related regulatory approvals, anticipated future losses, complex manufacturing, high quality requirements, dependence on limited sources of supply, risks associated with acquisitions, risks associated with international expansion and operations, competition, market acceptance of our new products, technological change, government regulation, future capital needs and uncertainty of additional financing and other risks detailed in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Report. In particular, we encourage you to review the risks and uncertainties detailed in our Annual Report on Form 10-K for the year ended March 31, 2005 filed with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances that occur after the date of this Report or to reflect the occurrence of unanticipated events.

Overview

We are a leading developer, manufacturer and marketer of medical products designed to safely and effectively assist or replace the pumping function of the failing heart. We currently manufacture and sell two models of our temporary heart assist product. Our AB5000 Circulatory Support System is a heart assist product designed to provide enhanced patient mobility within and between medical centers, to facilitate patient ambulation and to provide enhanced features and ease of use for caregivers. In April 2003, we introduced the AB5000 console that serves as a platform for ongoing and future blood pump product line enhancements expected to meet patient needs across a broader spectrum of temporary heart assist applications. In September 2003, we received FDA approval to market the AB5000 Ventricle, the first of these new blood pumps. Our AB5000 marketing efforts were initially focused on introducing the system in the largest cardiothoracic surgical centers through sales of consoles and blood pumps. It is our intention to seek expansion of the current approved indications for use of the AB5000 in order to allow support of expanded patient populations for longer periods of support.

Our second temporary heart assist product, the BVS 5000 Biventricular Support System, was the first device approved by the FDA as a bridge-to-recovery device for temporary treatment of all patients with failing but potentially recoverable hearts. The BVS system has an installed base of approximately 800 consoles located in approximately 600 medical centers in the United States, including 70% of all medical centers that perform more than 500 heart surgeries annually. The BVS system has also been placed in more than 100 medical centers outside the United States, primarily in Europe.

The BVS and AB5000 systems each consist of single-use external blood pumps and cannulae and a reusable pneumatic drive and control console. Both are capable of assuming the full pumping function

of a patient’s failing heart, and are designed to provide either univentricular or biventricular support. Both are currently approved by the FDA for temporary use while the patient’s heart is allowed to rest, heal and recover. The AB5000 console is capable of controlling both the BVS and the AB5000 blood pumps and ventricles, and incorporates upgradeable software features to accommodate future product line enhancements, while the BVS console supports only the BVS blood pump.

Our AbioCor Implantable Replacement Heart, the world’s first battery-powered implantable replacement heart system, was the subject of an initial clinical trial under an investigational device exemption from the FDA. The AbioCor has not been approved for commercial distribution, and is not available for use or sale outside of the initial clinical trial. The AbioCor, the development of which follows decades of fundamental and applied research, development and testing, is intended to extend life and provide an improved quality of life for end-stage acute and chronic heart failure patients. Another area of focused effort involves adaptation and development of the AbioCor II, based, in part, on technology acquired in 2000 from The Pennsylvania State University. In June of 2005 the Circulatory Support Panel considered our application for a Humanitarian Device Exemption (HDE) for the AbioCor. The Panel voted on several proposed conditions for approval and voted against a motion to disapprove the submission. The Panel, however, was unable to reach agreement on the appropriate conditions for approval and voted 7 – 6 against the proposition that the packet, as submitted, met the HDE standard. Since June of 2005, the Company has submitted additional data to the FDA and continues to work with the agency to move forward with the HDE application.

In May 2005, we completed the acquisition of Impella CardioSystems AG (Impella), located in Aachen, Germany. Impella manufactures, sells and supports the world’s smallest, minimally invasive, high performance micro blood pumps with integrated motors and sensors for use in interventional cardiology and heart surgery. Impella’s Recover System pumps are designed to provide ventricle support for patients requiring hemodynamic stabilization, or suffering from reduced cardiac output and can potentially aid in recovering the hearts of patients suffering from acute myocardial infarction (AMI or Heart Attack). Impella has CE marks for each of its devices and currently markets them throughout Europe. We intend to seek FDA approval to sell the Impella Recover System blood pumps in the United States. We are positioned to address wider market opportunities for cardiac support, recovery and replacement.

Our operating results reflect the dual activities of commercial operations and investments in the research and development of new technologies.

RESULTS OF OPERATIONS

The unaudited consolidated financial statements, presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in our latest audited annual financial statements contained in our Annual Report on Form 10-K for the year ended March 31, 2005 and which have been filed with the Securities and Exchange Commission.

THREE AND NINE MONTHS ENDED DECEMBER 31, 2005 COMPARED WITH THREE AND NINE MONTHS ENDED DECEMBER 31, 2004

PRODUCT REVENUES

Product revenues for the third fiscal quarter ended December 31, 2005 were $10.4 million or a 9% increase over the $9.6 million reported for the third fiscal quarter ended December 31, 2004. The increase is primarily the result of the addition of Impella product revenues since its acquisition in May 2005, increased sales of Ventricles, and increased service support contracts and rentals partially offset by decreases in certain other revenues during the quarter compared to the same fiscal period of 2005.

For the nine month period ended December 31, 2005 revenues increased by $2.3 million or 8% from $27.3 million in fiscal 2005 to $29.6 million in fiscal 2006. The increase is primarily the result of the addition of Impella product revenues since its acquisition in May 2005, higher sales of AB5000 Ventricles, partially offset by decreases in certain other revenues during the nine months ended December 31, 2005.

COST OF PRODUCT REVENUES/GROSS MARGINS

Cost of product revenues as a percentage of product revenues was 29% for the quarter ended December 31, 2005 versus 26% in the same period of the prior year. Cost of product sales can fluctuate from period-to-period as a result of the change in mix of products sold. During the third fiscal quarter of 2006 the Company recorded a non-cash charge of approximately $269,000 as a result of determining that certain inventory held by its Impella subsidiary had no future net realizable value. The effect of this charge in the third fiscal quarter of 2006 was a reduction of gross margin of approximately 250 basis points.

For the nine month period cost of product revenues was 27% as compared to 24% for the same period of the prior year. The inventory write-down discussed above contributed to the reduction of gross margin for the nine months ended December 31, 2005.

On November 3, 2005 the Company undertook a reduction in its U.S. workforce of approximately 9% in order to reduce costs and to reallocate resources to the expansion of its U.S. and European direct sales organization. Postemployment benefits related to this workforce reduction for severance, medical and dental insurance through the severance period and outplacement services were approximately $130,000 and were recorded in the Company’s fiscal quarter ended December 31, 2005. The estimated annual savings from this workforce reduction, most of which will be realized in our manufacturing operations is $1.0 million.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses increased by $1.2 million or 35% to $4.6 million in the three months ended December 31, 2005, from $3.4 million in the three months ended December 31, 2004. For the nine months ended December 31, 2005 research and development expenses increased by $3.3 million or 33% to $13.4 million from $10.1 million for the comparable period in the prior year. The increase is primarily the result of including Impella’s research and development expense since its acquisition in May 2005. The increases in research and development expense for the three and nine months ended December 31, 2005 also reflect our efforts to expand and enhance our products as well as to seek regulatory approval for several

Impella devices in the United States. Although the Company continues to incur costs for the AbioCor artificial heart program, those costs are at a reduced level in comparison to prior years while we continue our efforts to seek HDE approval from the FDA.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased by $3.1 million, or 74%, to $7.4 million in the three months ended December 31, 2005, from $4.3 million in the three months ended December 31, 2004. The increase is primarily due to the inclusion of expenses related to our Impella operations during the three months ended December 31, 2005 and due to the Company’s expansion of its global sales, marketing and clinical specialists organizations.

Selling, general and administrative expenses increased by $8.1 million, or 60%, to $21.6 million in the nine months ended December 31, 2005, from $13.5 million in the nine months ended December 31, 2004. The addition of expenses related to our Impella operations since its acquisition in May 2005 and the planned expansion of our global sales, marketing and clinical specialists organizations represent the majority of the increase over the prior year.

EXPENSED IN-PROCESS RESEARCH AND DEVELOPMENT

The Company recorded a $13.3 million charge to in-process research and development expense during the quarter ended June 30, 2005. This charge represents research and development acquired in connection with the Company’s acquisition of Impella on May 10, 2005 that does not have a future foreseeable alternative use.

NET LOSS

During the quarter ended December 31, 2005 the Company incurred a net loss of $4.5 million, or $0.17 per share. This compares to a net loss of $0.2 million or $0.01 per share for the three months ended December 31, 2004. During the nine months ended December 31, 2005 the Company incurred a net loss of $25.8 million, or $1.01 per share. This compares to a net loss of $2.1 million or $0.10 per share for the nine months ended December 31, 2004. The loss for the quarter and nine months ended December 31, 2005 incorporates the year to date results of Impella, and includes a non-recurring expense of in-process research and development of $13.3 million associated with the acquisition of Impella.

We expect to continue to incur net losses for the foreseeable future as we continue to have significant expenditures relating to research and development for new and existing products, including clinical and regulatory costs.

LIQUIDITY AND CAPITAL RESOURCES

We have supported our operations primarily with net revenues from sales of our BVS, AB5000 and Impella Recover circulatory assist product lines, government contracts and proceeds from our equity financing. As of December 31, 2005, our cash and investments totaled $32.0 million compared to $43.6 million in cash and investments at March 31, 2005 representing cash consumption of $11.6 million. This compares to $0.8 million consumed for the nine months ended December 31, 2004.

During the nine months ended December 31, 2005, cash used by operating activities was $9.1 million, as compared to $4.0 million used by operations during the same period in the prior year. The increased use of cash for the period is primarily driven by the net loss for the period of $25.8 million. This compares to a net loss of $2.1 million in the same period of the prior year. Inventory increased by $1.0 million, net of a write-down of inventory of $0.3 million at Impella during the nine months ended December 31, 2005. This net increase in inventory is a result of the acquisition of Impella and our efforts to have products available for anticipated sales growth. A decrease in trade receivables of $0.8 and prepaid expenses of $0.7 million, and non-cash expenditures of $2.1 million for depreciation and amortization and an increase to our bad debt reserve offset some of the effect of the net loss and inventory increase during the nine months ended December 31, 2005. We also had a one-time non-cash charge of $13.3 million for in-process research and development related to the acquisition of Impella. The Company benefited from $1.6 million in cash proceeds as a result of employee stock option exercises and employee participation in the Company’s stock purchase plan during the nine months ended December 31, 2005. During the nine months ended December 31, 2005, cash used to acquire Impella including acquisition costs was approximately $2.6 million, net of cash acquired.

We believe that our revenue from product sales together with existing resources will be sufficient to fund our planned operations, including funding the operating capital needs of Impella, funding potential contingent cash payments to Impella’s former shareholders in accordance with the Impella purchase agreement, the planned expenditures for our AbioCor and AbioCor II implantable replacement hearts, and development and continued commercialization efforts for the BVS, AB5000 and Impella Recover products, for at least the next twelve months. We may need additional funds for possible strategic acquisitions of businesses, products or technologies complementary to our business, including their subsequent integration into our operations. If additional funds are required, we may raise such funds from time to time through public or private sales of equity or from borrowings.

Income taxes incurred during the nine months ended December 31, 2005 were not material, and we continue to have significant net tax operating loss and tax credit carryforwards.

CRITICAL ACCOUNTING POLICIES

This discussion and analysis of our financial condition and results of operations are based on its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, bad debts, warranty obligations, inventory valuations, income taxes and our recent valuation of the tangible and intangible assets acquired in connection with our acquisition of Impella. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Please refer to the Critical Accounting Estimates section of Item 7 that is contained in our Annual Report on Form 10-K for the fiscal year ending March 31, 2005.

COMMITMENTS AND CONTINGENCIES

In May 2005, the Company acquired all the shares of outstanding capital stock of Impella CardioSystems AG (“Impella”), a company headquartered in Aachen, Germany. The aggregate purchase price was approximately $45.1 million, which consisted of $42.2 million of the Company’s common stock, $1.6 million of cash paid to certain former shareholders of Impella, and $1.3 million of transaction costs, consisting primarily of fees paid for financial advisory and legal services. ABIOMED may make additional contingent payments to Impella’s former shareholders based on the Company’s future stock price performance and additional milestone payments related to FDA approvals and unit sales of Impella products. These contingent payments range from zero dollars to approximately $29 million and, if necessary, may be made in a combination of cash or stock under circumstances described in the purchase agreement. These contingent payments are futher described in Note 9 to our consolidated financial statements. If any contingent payments are made, they will result in an increase to carrying value of goodwill.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE

ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

While we do not invest for speculative purposes, we are exposed to market risk related to changes in interest rates. Our guidelines allow for an investment portfolio consisting mainly of U.S. Treasury notes, federal agency obligations, state and municipal bonds and corporate bonds with maturities of two years or less and ratings of at least AA by Moody’s or Standard & Poor’s. These held-to-maturity securities are subject to interest rate risk and will fall in value if market interest rates increase. If market interest rates were to increase immediately and uniformly by 10 percent from levels at December 31, 2005, we believe the decline in fair market value of our investment portfolio would be immaterial. We believe, however, that we have the ability to hold our fixed income investments until maturity and therefore would not expect our operating results or cash flows to be affected by a change in market interest rates on our securities portfolio.

ITEM 4: CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES

Our Chief Executive Officer and our Chief Financial Officer, and all members of our senior management team held a Disclosure Committee meeting on January 23, 2006, and after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) our Chief Executive Officer and our Chief Financial Officer have concluded that, based on such evaluation as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that material information required to be disclosed by the Company, including our consolidated subsidiaries, in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the Commission rules and forms.

The effectiveness of a system of disclosure controls and procedures is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of internal controls, and the risk of fraud. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

During the third quarter of our fiscal year ending March 31, 2006, there were no changes in our internal control over financial reporting identified in connection with the evaluation described above that have affected, or are reasonably likely to affect, materially our internal control over financial reporting. We continue to assess our internal control over financial reporting as it relates to our recent acquisition of Impella. We have made a number of internal control changes as part of our financial integration process and anticipate that further changes will be made as we continue with the assessment.

ABIOMED, INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings

	None

Item 1A.	Risk Factors

This document contains forward-looking statements, including statements regarding new products under development and adequacy of existing resources. The Company’s actual operating results, including our AbioCor and AbioCor II development and regulatory milestones, our Impella products development and regulatory milestones, commercial sales of our heart assist products and adequacy of resources, may differ materially based on a number of factors, both known and unknown, including: use of estimates, uncertainty of product development, clinical trials, regulatory approvals and commercial acceptance; complex manufacturing; high quality requirements; the need to demonstrate required reliability of products under development; dependence on key personnel; difficulties in attracting and retaining key personnel; competition and technological change; government regulations including the FDA and other regulatory agencies; risks associated with acquisitions; risks associated with international expansion and operations; dependence on limited sources of supply; future capital needs and uncertainty of additional funding; dependence on third-party reimbursement; potential inadequacy of product liability insurance; dependence on patents and proprietary rights; and other risks detailed in our Annual Report on Form 10-K for the year ended March 31, 2005 with the U.S. Securities and Exchange Commission. Investors are cautioned that all such statements involve risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	None

Item 3.	Defaults upon Senior Securities

	None

Item 4.	Submission of Matters to a Vote of Security Holders

	None

Item 5.	Other Information

	None

Item 6.	Exhibits


		(2.1)	Share Purchase Agreement for the acquisition of Impella Cardio Systems AG, dated April 26, 2005 – as filed as Exhibit 2.1 to our Form 8-K filed on May 16, 2005*

		(3.1)	Restated Certificate of Incorporation – filed as Exhibit 3.1 to our Registration Statement on Form S-3 (Registration No. 333-36657) (the “1997 Registration Statement”).*

		(3.2)	Restated By-Laws, as amended – filed as Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2005.*

		(3.3)	Certificate of Designations of Series A Junior Participating Preferred Stock – filed as Exhibit 3.3 to the 1997 Registration Statement.*

		(3.4)	Amendment to the Company’s Restated Certificate of Incorporation to increase the authorized shares of common stock from 25,000,000 to 100,000,000 – filed in conjunction with the Company’s 2000 definitive proxy statement.*

		(4.1)	Specimen Certificate of common stock – filed as Exhibit 4.1 to our Registration Statement on Form S-1 (Registration No. 33-14861) (the “1987 Registration Statement”).*

		(4.2)	Description of Capital Stock (contained in the Restated Certificate of Incorporation filed as Exhibit 3.1 to the 1997 Registration Statement and in the Certificate of Designations of Series A Junior Participating Preferred Stock filed as Exhibit 3.3 to the 1997 Registration Statement).*

		(4.3)		Rights Agreement between ABIOMED, Inc. and its Rights Agent dated as of August 13, 1997 (including Form of Rights Certificate attached thereto as Exhibit A) – filed as Exhibit 4 to our Current Report on Form 8-K, dated August 13, 1997.*

		(10.1)		Form of Indemnification Agreement for Directors and Officers – filed as Exhibit 10.13 to the 1987 Registration Statement.*

		(10.2)		1992 Combination Stock Option Plan, as amended – filed as Exhibit 10.2 to our Form 10-Q for the fiscal quarter ended September 30, 1997 (the “September 1997 10-Q”).* **

		(10.3)		1988 Employee Stock Purchase Plan, as amended – filed as Exhibit 10.11 to our Form 10-Q for the fiscal quarter ending December 31, 2004.* **

		(10.4)		1989 Non-Qualified Stock Option Plan for Non-Employee Directors – filed as Exhibit 10.1 to our Form 10-Q for the fiscal quarter ended September 30, 1995.* **

		(10.5)		Facility Lease dated January 8, 1999 for the premises at 22 Cherry Hill Drive - filed as Exhibit 10 to our Form 10-Q for the fiscal quarter ended December 31, 1998.*

		(10.6)		1998 Equity Incentive Plan - filed as Exhibit 10 to our Form 10-Q/A for the fiscal quarter ended September 30, 1998.* **

		(10.7)		Form of Change of Control Agreement - filed as Exhibit 10 to our Form 10-Q for the fiscal quarter ended September 30, 1999.* **

		(10.8)		Schedule related to Change of Control Agreement - filed as Exhibit 10 to our Form 10-Q for the fiscal quarter ended September 30, 1999.* **

		(10.9)		2000 Stock Incentive Plan, as amended - filed as Appendix A to our 2005 Proxy Statement filed on July 15, 2005. * **

		(10.10)		Employment Agreement of Michael R. Minogue, President and Chief Executive Officer of ABIOMED, Inc. – filed as Exhibit 10.10 to our Form 10-Q for the fiscal quarter ended June 30, 2004. * **

		(10.11)		Inducement stock option granted to Michael R. Minogue dated April 5, 2004 – filed as Exhibit 10.10 to our Form 10-Q for the fiscal quarter ended June 30, 2004. * **

		(10.12)		Registration Rights and Stock Restriction Agreement between ABIOMED, Inc. and the Stockholders of Impella CardioSystems AG – as filed as Exhibit 10.1 to our Form 8-K filed on May 16, 2005*

		(10.13)		Consulting Agreement between ABIOMED, Inc. and Dr. David M. Lederman dated October 17, 2005 – as filed as Exhibit 10.1 to our Form 8-K filed on October 21, 2005*

		(10.14)		Restricted Stock Agreement between ABIOMED, Inc. and Michael R. Minogue – dated April 28, 2005 – as filed as Exhibit 10.15 to our Form 10-Q for the fiscal quarter ended September 30, 2005* **

		(10.15)		Offer letter with Daniel Sutherby dated December 13, 2005**

		(10.16)		Form of ABIOMED, Inc. Non-Statutory Stock Option Agreement for the 2000 Stock Incentive Plan for Directors**

		(10.17)		Form of ABIOMED, Inc. Non-Statutory Stock Option Agreement for the 2000 Stock Incentive Plan for Employees or Consultants**

		(10.18)		Summary of Executive Compensation**

		(10.19)		Summary of Director Compensation**

		(10.20)		Software License Agreement between ABIOMED, Inc. and AnswerThink, Inc. dated November 30, 2005

		(10.21)		Consulting Agreement between ABIOMED, Inc. and AnswerThink, Inc. dated December 5, 2005

		(11.1)		Statement regarding computation of Per Share Earnings - see Note 7, Notes to Consolidated Financial Statements.

		(31.1)		Certification of Principal Executive Officer

		(31.2)		Certification of Principal Financial Officer

		(32.1)		Section 1350 Certification.

* In accordance with Rule 12b-32 under the Securities Exchange Act of 1934 reference is made to the documents previously filed with the Securities and Exchange Commission, which documents are hereby incorporated by reference.

** Management contract or compensatory plan or arrangement.

ABIOMED, INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ABIOMED, Inc.


Date: February 9, 2006	/s/ Daniel J. Sutherby

	Daniel J. Sutherby
	Chief Financial Officer

Exhibit 10.15

December 12, 2005 (revised)

Daniel Sutherby

Dear Dan:

We at ABIOMED are pleased to offer you the position of Chief Financial Officer reporting to Michael Minogue, Chairman, CEO & President with a starting salary paid at the semi-monthly rate of $9,375.00 (equivalent to $225,000 per year). You will be eligible to participate in ABIOMED’s benefit plans, which include medical, dental, life, long and short-term disability insurance commencing on your first day of employment. You will also be eligible to participate in our 401(k) plan, which includes a matching contribution. All benefits are subject to the provisions of the plan. Also, your vacation will accrue at a monthly rate of 13.33 hours, which is equivalent to four (4) weeks per year.

In addition, you will be paid a sign-on bonus in the amount of $50,000, payable in two $25,000 payments at the end of January and at the end of February 2006, provided that you begin your employment on or before January 3, 2006. Also, you will be eligible for a bonus with an annual target pay-out of $100,000 for outstanding performance. During your first year, your bonus will be pro-rated based on achievement of personal and Company objectives, which will be established by you and Mike Minogue.

Subject to the approval by the Compensation Committee of the Board of Directors, you will also be granted a sign-on option to purchase 80,000 (eighty thousand) shares of Common Stock of ABIOMED, INC. pursuant to the Company’s Incentive Stock Option Plan. Under the plan, this option will be granted at the closing market price on the date when you begin employment with ABIOMED. The option will vest over four years according to the following schedule: 25% on your one-year anniversary of the option issuance date, and 25% on your second, third, and fourth anniversary date of the issuance. In the event of a change of control, merger, or acquisition, the unvested portion of this option will become fully vested, as provided in the ABIOMED, Inc. 2000 Stock Incentive Plan.

In the event of a change of control, merger, or acquisition (as those terms are currently defined in the ABIOMED, Inc. 2000 Stock Incentive Plan) and your position is eliminated as a result thereof, or your responsibilities are substantially diminished, or you are required to relocate, ABIOMED or its successor: (1) will continue to pay your salary semi-monthly for a period of one year, and; (2) will continue your health benefits for a period up to one year or until you are employed by another firm, whichever occurs first.

Your employment is subject to a background check as well as the successful comple¬tion of a Company-paid initial-employment physical and drug screen. In addition, all employees are required to sign our standard em¬ploy¬ment, nondisclosure/non-compete agree¬ment and complete all statuto¬ry em¬ployment forms. Instruc¬tions and docu¬men¬ta¬tion necessary to complete the forms are enclosed.

Once you have had an opportunity to review the above information, please confirm your acceptance of this offer, by signing the original of this letter and returning one copy of this letter to me. T his offer will expire three business days from today.

We look forward to you joining the ABIOMED executive management team and to your many contributions toward our continued growth and success. Should you have any questions or require more specific information, please call me at (978) 646-1718.

Sincerely,

/s/ Gary Stickel

Gary Stickel
Vice President, Human Resources

AGREED TO AND ACCEPTED

I accept the above described position and terms of employment. My start date will be January 3, 2006.

/s/ Daniel J. Sutherby		December 13, 2005
Name		Date

Exhibit 10.16

Date:

Non-Statutory Stock Option

Granted

ABIOMED, INC.

(hereinafter called the “Company”)

(hereinafter called the “Holder”)

under the

2000 STOCK INCENTIVE PLAN

WITNESSETH:

For valuable consideration, the receipt of which is hereby acknowledged, the Company hereby grants to the Holder the following option:

FIRST: Subject to the terms and conditions hereinafter set forth, the Holder is hereby given the right and option to purchase from the Company an aggregate of shares of Common Stock of the Company, $.01 par value, at the time and in the manner hereinafter stated. Schedule A attached hereto and incorporated herein sets forth with respect to this option (i) its expiration date, (ii) its exercise price per share, (iii) its vesting rate, and (iv) certain other terms and conditions applicable to this option and incorporated herein.

This option is and shall be subject in every respect to the provisions of the Company’s 2000 Stock Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference and made a part hereof. In the event of any conflict or inconsistency between the terms hereof and those of the Plan, the latter shall prevail. References herein to the Committee shall mean the Committee as defined in the Plan.

This option shall be exercised by the delivery of written notice of exercise to the Company (the “Notice”) setting forth the number of shares with respect to which the option is to be exercised and the address to which the certificates for such shares are to be mailed, together with (i) cash or certified or bank check payable to the order of the Company for an amount equal to the option price for the number of shares specified in the Notice, or (ii) with the consent of the Committee, shares of Common Stock of the Company which are not then subject to restrictions, have been owned by the Holder for a period of at least six (6) months on the date of surrender and have a fair market value on the date of surrender not less than the option price for the shares as to which such option is being exercised, (iii) irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price, provided that in the event the Holder chooses to pay the purchase price as so provided, the Holder and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure and provided further that the Company need not act upon such exercise notice until the Company receives full payment of the exercise price, or (iv) with the consent of the Committee, such other consideration (including, without limitation, by delivery of a promissory note of the Holder payable on such terms as are specified by the Committee) which the Committee determines are consistent with the purpose of the Plan and with applicable laws and regulations. For the purpose of this paragraph FIRST and paragraph SEVENTH, the fair market value per share of the Common Stock on any given date means the price per share of the Common Stock on such date as reported by a nationally recognized stock exchange, or, if the Common Stock is not listed on such an exchange, as reported by NASDAQ, or, if the Stock is not quoted on NASDAQ, the fair market value of the Common Stock as determined by the Committee.

The delivery of certificates representing shares of Common Stock to be purchased pursuant to the exercise of this option will be contingent upon receipt from the Holder (or a purchaser acting in his stead in accordance with the provisions of this option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in this option or imposed by applicable law.

The Holder shall, no later than the date as of which the value of any Common Stock or other amounts received under this option first becomes includable in the gross income of the Holder for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of any Federal, state, local and/or payroll taxes of any kind required by law to be withheld with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Holder. The Holder may elect, with the consent of the Committee, to have such tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Common Stock to be issued pursuant to

this option a number of shares with an aggregate fair market value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due with respect to this option, or (ii) transferring to the Company shares of Common Stock owned by the Holder for a period of at least six months which are not subject to restrictions on transfer and with an aggregate fair market value (as of the date the minimum withholding is effected) that would satisfy the withholding amount due.

SECOND: The Company, in its discretion, may file a registration statement on Form S-8 under the Securities Act of 1933 to register shares of Common Stock reserved for issuance under the Plan. At any time at which such a registration statement is not in effect, it shall be an additional condition precedent to any exercise of this option that the Holder shall deliver to the Company a customary “investment letter” satisfactory to the Company and its counsel in which, among other things, the Holder shall state that the Holder is purchasing the shares for investment and acknowledges that they are not freely transferable except in compliance with state and federal securities laws.

THIRD: Within a reasonable time after receipt by the Company of the Notice and payment for any shares to be purchased hereunder and, if required as a condition to exercise, the investment letter described in paragraph SECOND, the Company will deliver or cause to be delivered to the Holder (or if any other individual or individuals are exercising this option, to such individual or individuals) at the address specified in the Notice a certificate or certificates for the number of shares with respect to which the option is then being exercised, registered in the name or names of the individual or individuals exercising the option, either alone or jointly with another person or persons with rights of survivorship, as the individual or individuals exercising the option shall prescribe in writing to the Company at or prior to such purchase; provided, however, that if any law or regulation or order of the Securities and Exchange Commission or other body having jurisdiction in the premises shall require the Company or the Holder (or the individual or individuals exercising this option) to take any action in connection with the shares then being purchased, the date for the delivery of the certificates for such shares shall be extended for the period necessary to take and complete such action, it being understood that the Company shall have no obligation to take and complete any such action. The Company may imprint upon such certificate such legends referencing stock transfer restrictions which counsel for the Company or the Committee considers appropriate. Delivery by the Company of the certificates for such shares shall be deemed effected for all purposes when the Company or a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to the Holder, at the address specified in the Notice.

FOURTH: The existence of this option shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of Common Stock, or any issue of bonds, debentures, preferred or prior preference stock or other capital stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

In the event that the Company effects a stock dividend, stock split or similar change in capitalization affecting the Common Stock, the Committee shall make appropriate adjustments in (i) the number and kind of shares remaining subject to this option, and (ii) the option price in respect of such shares. In the event of any merger, consolidation, dissolution or liquidation of the Company, the Committee in its sole discretion may, as to this option, make such substitution or adjustment in the number and purchase price (if any) of shares subject to this option as it may determine and as may be permitted by the terms of such transaction, or accelerate, amend or terminate this option upon such terms and conditions as it shall provide (which, in the case of the termination of the vested portion of this option, shall require payment or other consideration which the Committee deems equitable in the circumstances), subject, however, to the following provisions of this paragraph Fourth.

Upon the occurrence of a Change of Control as defined in this paragraph Fourth:

(i) subject to the provisions of clause (iii) below, after the effective date of such Change of Control, the Holder of this option shall be entitled, upon exercise of this option, to receive, in lieu of shares of Common Stock shares of such stock or other securities, cash or property as the holders of shares of Common Stock received in connection with the Change of Control;

(ii) the Committee may accelerate the time for exercise of, and waive all conditions and restrictions on, the unexercised and unexpired portion of this option, effective upon a date prior or subsequent to the effective date of such Change of Control, specified by the Committee; or

(iii) this option may be cancelled by the Committee as of the effective date of any such Change of Control provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this option to the extent that the same is then exercisable or, in full, if the Committee shall have accelerated the time for exercise of this option, during the thirty (30) day period preceding the effective date of such Change of Control.

“ Change of Control ” shall mean the occurrence of any one of the following events:

(i) any “ person ” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Act”)) becomes a “ beneficial owner ” (as such term is defined in Rule 13d-3 promulgated under the Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or

(ii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting

securities of the surviving entity) more than sixty-five percent (65%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

(iii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

FIFTH: No person shall, by virtue of the granting of this option to the Holder, be deemed to be a holder of any shares purchasable under this option or to be entitled to the rights or privileges of a holder of such shares unless and until this option has been exercised with respect to such shares and they have been issued pursuant to that exercise of this option.

The Company shall, at all times while any portion of this option is outstanding, reserve and keep available, out of shares of its authorized and unissued stock or reacquired shares, a sufficient number of shares of its Common Stock to satisfy the requirements of this option; shall comply with the terms of this option promptly upon exercise of the option rights; and shall pay all fees or expenses necessarily incurred by the Company in connection with the issuance and delivery of shares pursuant to the exercise of this option.

SIXTH: This option is not transferable by the Holder otherwise than by will or under the laws of descent and distribution. The granting of this option shall not impose upon the Company any obligation to appoint the Holder a Director of the Company or to continue the service of the Holder as a Director of the Company. The right of the Company to terminate the service of the Holderas a Director of the Compny shall not be diminished or affected by reason of the fact that this option has been granted to such Holder.

This option is exercisable, subject to the vesting rate and certain other terms and conditions contained in Schedule A attached hereto and incorporated herein, at any time prior to the date of expiration of this option and during the Holder’s lifetime, only by the Holder. If the service of the Holder as a Director of the Company is terminated, then after such termination the option may be exercised as to all shares with respect to which the Holder could exercise the option on the date of termination (the “Termination Date”), and which shares have not been previously purchased, within one of the following periods of time as applicable:

(i) in the case of termination by reason of death, until the earlier of the expiration of the option or one (1) year after the Termination Date; and

(ii) in all other cases other than termination for cause, until the earlier of the expiration of the option or the date which is ninety (90) days after the Termination Date.

Notwithstanding the foregoing, in the case of termination for cause (as determined by the Company), the ability to exercise this option may be terminated on such earlier date as the Company may specify, and such date may be set so as to prevent the Holder from further exercising any portion of the option.

As used herein, “cause” shall mean (w) any material breach by the Holder of any agreement to which the Holder and the Company (or any parent or subsidiary) are both parties, (x) any act or omission to act by the Holder which may have a material and adverse effect on the business of the Company (or any parent or subsidiary) or on the Holder’s ability to perform services for the Company (or any parent or subsidiary), including, without limitation, the commission of any crime (other than ordinary traffic violations), (y) any material misconduct or material neglect of duties by the Holder in connection with the business or affairs of the Company (or any parent or subsidiary) or any affiliate of the Company (or any such parent or subsidiary) or (z) any act or omission justifying termination of the Holder’s service as a Director for cause, as determined by the Committee.

SEVENTH: If the Holder shall exercise this option and retain any of the shares of Common Stock so obtained for a period of at least six (6) months and one (1) day after such exercise, then, if the Holder shall thereafter decide to transfer (as hereinafter defined) such shares or any interest therein, the Holder shall send a written notice of the proposed transfer to the Company and offering to sell such shares to the Company. Within thirty (30) days after actual receipt of such notice, the Company may elect to repurchase all or any part of such shares by sending to the Holder a written notice specifying the number of shares the Company seeks to repurchase and a date for the closing hereunder, which date shall not be more than thirty (30) days after the date of such notice. The closing shall take place at the principal office of the Company or at such other location as the Company and the Holder shall agree. At the closing, the Holder shall transfer to the Company the number of shares specified in the Company’s notice, free of all liens, encumbrances and rights of others, by delivery of certificates representing such shares, duly endorsed for transfer or accompanied by duly executed stock powers. Upon completion of such transfer and its receipt of such certificates so endorsed or with such stock powers, the Company shall make payment therefor at a price per share equal to the fair market value per share of the Common Stock on the closing date, determined as set forth above. If the offer to sell shares to the Company has not been accepted by the Company as to any or all offered shares within the time specified in this paragraph, then the Holder shall have thirty (30) days within which he may transfer the shares as to which the offer shall not have been accepted, free of the restrictions imposed by this paragraph. At the end of such thirty (30) day period, the restrictions imposed by this paragraph shall resume and be in full force and effect as to all shares not so transferred within the period. As used in this paragraph SEVENTH the term “transfer” shall mean sell, assign, transfer, pledge, hypothecate or otherwise dispose of. Certificates for any shares of Common Stock obtained upon exercise of this option shall bear a legend concerning the right of first refusal granted in this paragraph SEVENTH, in form and substance satisfactory to the Company, in addition to any other legends that may be placed on such certificates.

EIGHTH: Any notice to be given to the Company hereunder shall be deemed sufficient if addressed to the Company and delivered by hand or by mail to the Treasurer of the Company, 22 Cherry Hill Drive, Danvers, Massachusetts 01923 or such other address as the Company may hereafter designate.

Any notice to be given to the Holder hereunder shall be deemed sufficient if addressed to and delivered in person to the Holder or when deposited in the mail, postage prepaid, addressed to the Holder at the Holder’s address furnished to the Company.

NINTH: This option is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Holder agrees that the Holder will not exercise the option granted hereby nor will the Company be obligated to issue or sell any shares of stock hereunder if the exercise thereof or the issuance or sale of such shares, as the case may be, would constitute a violation by the Holder or the Company of any such law, regulation or order or any provision thereof. The Company shall not be obligated to take any affirmative action in order to cause the exercise of this option or the issuance or sale of shares pursuant hereto to comply with any such law, regulation, order or provision.

TENTH: This option shall be governed by, and construed and enforced in accordance with, the substantive laws of The Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date first written above.

	ABIOMED, INC.

	By:

	Its:

ATTEST: (Seal)


Secretary or Assistant Secretary

SCHEDULE A

ABIOMED, INC.

Non-Statutory Stock Option

Date of Grant :

Name of Holder :

Address :

City, State, Zip :

Social Security Number :

Maximum number of shares for which this option is exercisable :

Exercise (purchase) price per share :

Expiration date of option :

Vesting Rate :

Position in, or relationship to, the Company :

Other terms and conditions :

1. The Holder agrees that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, the Holder shall agree in writing that for a period of time not to exceed one hundred eighty (180) days from the effective date of any registration of securities of the Company the Holder will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock issued pursuant to the exercise of this option without the prior written consent of the Company or such underwriters, as the case may be.

2. The Holder acknowledges receipt of the stock option of which this Schedule A is a part and agrees to its terms; and further acknowledges receipt of the Plan, as amended, the prospectus describing the Plan (documents incorporated by reference in the prospectus are available upon request), and the annual report of the Company for the most recent fiscal year.

* * *


	Holder’s Signature
	Print Name:

Exhibit 10.17

Date:

Non-Statutory Stock Option

Granted

ABIOMED, INC.

(hereinafter called the “Company”)

(hereinafter called the “Holder”)

under the

2000 STOCK INCENTIVE PLAN

WITNESSETH:

For valuable consideration, the receipt of which is hereby acknowledged, the Company hereby grants to the Holder the following option:

Upon the occurrence of a Change of Control as defined in this paragraph Fourth:

“ Change of Control ” shall mean the occurrence of any one of the following events:

SIXTH: This option is not transferable by the Holder otherwise than by will or under the laws of descent and distribution. The granting of this option shall not impose upon the Company any obligation to employ or to continue to employ the Holder. The right of the Company to terminate the employment of the Holder shall not be diminished or affected by reason of the fact that this option has been granted to such Holder.

This option is exercisable, subject to the vesting rate and certain other terms and conditions contained in Schedule A attached hereto and incorporated herein, at any time prior to the date of expiration of this option and during the Holder’s lifetime, only by the Holder. If the employment of the Holder with the Company or a subsidiary of the Company is terminated, then after such termination the option may be exercised as to all shares with respect to which the Holder could exercise the option on the date of termination (the “Termination Date”), and which shares have not been previously purchased, within one of the following periods of time as applicable:

(i) in the case of termination by reason of death, until the earlier of the expiration of the option or one (1) year after the Termination Date; and

(ii) in all other cases other than termination for cause, until the earlier of the expiration of the option or the date which is ninety (90) days after the Termination Date.

As used herein, “cause” shall mean (w) any material breach by the Holder of any agreement to which the Holder and the Company (or any parent or subsidiary) are both parties, (x) any act or omission to act by the Holder which may have a material and adverse effect on the business of the Company (or any parent or subsidiary) or on the Holder’s ability to perform services for the Company (or any parent or subsidiary), including, without limitation, the commission of any crime (other than ordinary traffic violations), (y) any material misconduct or material neglect of duties by the Holder in connection with the business or affairs of the Company (or any parent or subsidiary) or any affiliate of the Company (or any such parent or subsidiary) or (z) any act or omission justifying termination of the Holder’s service as an employee or a consultant for cause, as determined by the Committee.

TENTH: This option shall be governed by, and construed and enforced in accordance with, the substantive laws of The Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date first written above.

	ABIOMED, INC.

	By:

	Its:

ATTEST: (Seal)


Secretary or Assistant Secretary

SCHEDULE A

ABIOMED, INC.

Non-Statutory Stock Option

Date of Grant :

Name of Holder :

Address :

City, State, Zip :

Social Security Number :

Maximum number of shares forwhich this option is exercisable :

Exercise (purchase) price per share :

Expiration date of option :

Vesting Rate :

Position in, or relationship to, the Company :

Other terms and conditions :

* * *


	Holder’s Signature
	Print Name:

Exhibit 10.18

Summary of Executive Officer Compensation

The following named executive officers of ABIOMED, Inc. are at will employees of ABIOMED and have not entered into a formal employment agreement with ABIOMED. The current understanding between each employee and ABIOMED with respect to the employee’s compensation is as follows:

Name	Base salary		Bonus earned for the first half of fiscal 2006		Bonus target for the remainder of fiscal 2006
Dr. Karim Benali	$	171,200	$	37,500	$	37,500
Javier Jimenez	$	175,100	$	18,750	$	46,250
Dr. Robert T.V. Kung	$	226,600	$	25,000	$	79,000
Christopher D. Macdonald	$	195,700	$	25,000	$	75,000

These officers are also eligible to receive grants of stock options and other awards at the discretion of ABIOMED’s Compensation Committee.

Exhibit 10.19

Summary of Director Compensation

Directors of ABIOMED who are not our employees receive an annual retainer of $15,000 or an equivalent value of our Common Stock, at the individual’s option, and $1,200 for attendance at in-person meetings of our Board of Directors, $1,000 for attendance at meetings of Committees of our Board of Directors and $600 for attendance at all telephonic meetings. The Chair of our Audit Committee receives $1,500 for attendance at meetings of our Audit Committee. In addition, our Lead Director, receives additional compensation of $20,000.

These directors are also eligible to receive stock options and other awards under our stock incentive plans. It is currently our policy to grant each non-employee director who continues to be a director following our annual meeting of stockholders, a stock option to purchase 8,000 shares of our common stock, with an exercise price of the fair market value of our common stock on the date of grant, and vesting in full one year after the date of grant.

Our directors are also eligible for additional compensation in the event that they perform additional services for ABIOMED in excess of the normal time commitments we expect of our directors. As a result, in the third quarter of fiscal 2006 we issued bonuses to Dorothy Puhy and W. Gerald Austen in the amounts of $5,000 and $2,000 respectively, in recognition of their contributions.

Exhibit 10.20

SOFTWARE LICENSE AGREEMENT

(“Agreement”)

This Agreement is made effective as of the 18th day of November 2005, by and between ANSWERTHINK, INC., a FL corporation, with offices at 225 Washington Street, Conshohocken, PA 19428, (“Provider”,), and ABIOMED, INC ., a MA corporation, with offices at 22 Cherry Hill Drive, Danvers, MA 01923 (“ Licensee ”).

1. DEFINITIONS .

1.1 “ Subsidiary ” means a corporation in the Territory of which Licensee owns more than fifty percent (50%) of the voting securities. This entity will be considered a Subsidiary for only such time as such equity interest is maintained. For the purpose of this Agreement, Impella CardioSystems GmbH shall be considered a Subsidiary but only for such time as Licensee continues to own more than fifty percent (50%) of the voting securities. . In the event Licensee acquires entities outside the Territory (owning more than 50% of the voting securities of such entity), Licensee may request approval from Provider, which approval shall not be unreasonably withheld, that any such entity be included as a Subsidiary under this Agreement, but only in the event such entity does not already have use rights or is then currently receiving maintenance services to any SAP software under another agreement. If Provider agrees, , to include such entity as a Subsidiary under this Agreement, the parties shall execute an amendment to this Agreement including the entity as a Subsidiary and such entity shall execute a Subsidiary Agreement. Such entity shall be considered a Subsidiary for only such time as Licensee continues to own more than fifty percent (50%) of the voting securities.

1.2 “ Business Partner ” means an entity that requires access to the Software in connection with the operation of Licensee’s business, such as customers, distributors and suppliers.

1.4 “ Documentation ” means SAP’s documentation which is delivered to Licensee under this Agreement.

1.4 “ Modification ” means a change to the Software that changes the delivered source code, or an enhancement to the Software that is made using SAP tools or utilizing or incorporating SAP Proprietary Information.

1.5 “ Named Users ” means any combination of users licensed under this Agreement.

1.6 “ Proprietary Information ” means: (i) with respect to SAP and SAP AG (the licensor of the SAP Proprietary Information to SAP), the Software and Documentation, any other third-party software licensed with or as part of the Software, benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications; (ii) the concepts, techniques, ideas, and know-how embodied and expressed in the Software and (iii) information reasonably identifiable as the confidential and proprietary information of Provider or SAP or Licensee or their licensors excluding any part of the Provider or SAP or Licensee Proprietary Information which: (a) is or becomes publicly available through no act or failure of the other party; or (b) was or is rightfully acquired by the other party from a source other than the disclosing party prior to receipt from the disclosing party; or (c) becomes independently available to the other party as a matter of right.

1.7 “ Software ” means (i) all software specified in agreed upon Appendices hereto, developed by or for SAP and/or SAP AG and delivered to Licensee hereunder; (ii) any new releases thereof made generally available pursuant to Maintenance; and (iii) any complete or partial copies of any of the foregoing.

1.8 “ Territory ” means the United States of America.

1.9 “ Use ” means to activate the processing capabilities of the Software, load, execute, access, employ the Software, or display information resulting from such capabilities.

2. LICENSE GRANT .

2.1 Licence .

(a) Provider grants, a non-exclusive, perpetual (unless terminated in accordance with Section 5 herein) license to Use the Software, Documentation, other Provider or SAP Proprietary Information, at specified site(s) within the Territory to run Licensee’s internal business operations and to provide internal training and testing for such internal business operations and as further set forth in Appendices hereto. This license does not permit Licensee to use the Provider or SAP Proprietary Information to provide services to third parties (e.g., business process outsourcing, service bureau applications or third party training). Business Partners may have screen access to the Software solely in conjunction with Licensee’s Use and may not Use the Software to run any of its business operations.

(b) Licensee agrees to install the Software only on hardware identified by Licensee pursuant to this Agreement that has been previously approved by Provider in writing or otherwise officially made known to the public as appropriate for Use or interoperation with the Software (the “Designated Unit”). Any individuals that Use the Software including employees or agents of Subsidiaries and Business Partners, must be licensed as Named Users. The Software and Designated Unit must remain in the Territory; however, Named Users licensed under Appendices hereto may be located outside the Territory. Use may occur by way of an interface delivered with or as a part of the Software, a Licensee or third-party interface, or another intermediary system.

2.2 Subsidiary Use . Subsidiaries may Use the Software provided that: (i) the Subsidiary agrees to be bound by the terms herein in the form of Exhibit A attached hereto; (ii) a breach of such Exhibit by Subsidiary shall be considered a breach by Licensee hereunder; and (iii) in no event should a Subsidiary have access to Source Code.

3. Verification . Provider or SAP shall be permitted to audit (at least once annually and in accordance with Provider or SAP standard procedures) the usage of the SAP Proprietary Information. In the event an audit reveals that Licensee underpaid License and/or Maintenance Fees to Provider, Licensee shall pay such underpaid fees based on Provider’s list of prices and conditions in effect at the time of the audit.

SAP CONFIDENTIAL & SUBJECT TO NON-DISCLOSURE

4. PRICE AND PAYMENT .

4.1 License Fees . Licensee shall pay to Provider license fees for the Software and maintenance fees on the terms in Appendices hereto. Any fees not paid when due shall accrue interest at the rate of 18% per annum, but not to exceed the maximum amount as allowed by law.

4.2 Taxes . Fees and other charges described in this Agreement, or in Provider’s most recent list of prices and conditions, do not include federal, state or local sales, foreign withholding, use, property, excise, service, or similar taxes (“Tax(es)”) now or hereafter levied, all of which shall be for Licensee’s account. With respect to state/local sales tax, direct pay permits or a valid tax-exempt certificates must be provided to Provider prior to the execution of this Agreement. If Provider is required to pay Taxes, Licensee shall reimburse Provider for such amounts. Licensee hereby agrees to indemnify Provider for any Taxes and related costs, interest and penalties paid or payable by Provider.

5. TERM .

5.1. Term . This Agreement and the license granted hereunder shall become effective as of the date first set forth above and shall continue in effect thereafter unless terminated upon the earliest to occur of the following: (i) thirty days after Licensee gives Provider written notice of Licensee’s desire to terminate this Agreement, for any reason, but only after payment of all License and Maintenance Fees then due and owing; (ii) thirty days after Provider or SAP gives Licensee notice of Licensee’s material breach of any provision of the Agreement (other than Licensee’s breach of its obligations under Sections 6 or 10, which breach shall result in immediate termination), including more than thirty days delinquency in Licensee’s payment of any money due hereunder, unless Licensee has cured such breach during such thirty day period; (iii) immediately if Licensee files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors; and (iv) immediately if Provider and SAP files for bankruptcy or becomes insolvent but only after payment of all License and Maintenance Fees then due and owing..

5.2 End of Terms Duties . Upon any termination hereunder, Licensee and its Subsidiaries shall immediately cease Use of all Provider and SAP Proprietary Information. Within thirty (30) days after any termination, Licensee shall deliver to Provider or destroy all copies of the Provider and SAP Proprietary Information in every form. Licensee agrees to certify in writing to Provider or SAP that it and each of its Subsidiaries has performed the foregoing. Sections 3, 4, 6, 7.2, 8, 9, 11.4, 11.5 and 11.6 shall survive such termination. In the event of any termination hereunder, Licensee shall not be entitled to any refund of any payments made by Licensee.

6. PROPRIETARY RIGHTS .

6.1 Protection of Proprietary Information . Licensee shall not copy, translate, disassemble, or decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Software. Except for the rights set forth below, Licensee is not permitted to make derivative works of the Software and ownership of any unauthorized derivative works shall vest in SAP. Provider and Licensee agree to take all reasonable steps and the same protective precautions to protect the Proprietary Information from disclosure to third parties as with its own proprietary and confidential information. Neither party shall, without the other party’s prior written consent, disclose, any of the Proprietary Information of the other party to any person, except to its bona fide individuals whose access is necessary to enable such party to exercise its rights hereunder. Each party agrees that prior to disclosing any Proprietary Information of the other party to any third party, it will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section 6 with respect to the Proprietary Information.

6.2 Modifications .

Licensee may make Modifications to the Software, and shall be permitted to use Modifications with the Software in accordance with this Agreement. Licensee shall comply with SAP’s registration procedure prior to making changes to the source code. All Modifications and all rights associated therewith shall be the exclusive property of SAP and SAP AG. Licensee agrees to execute those documents reasonably necessary to secure SAP’s rights in the foregoing. SAP retains the right to independently develop enhancements to the Software and Licensee agrees not to take any action that would limit SAP’s sale, assignment, licensing or use of its own Software or Modifications or enhancements thereto.

7. PERFORMANCE WARRANTY .

7.1 Warranty . Provider warrants that the Software will substantially conform to the functional specifications contained in the Documentation for ninemonths following delivery. The warranty shall not apply: (i) if the Software is not used in accordance with the Documentation; or (ii) if the defect is caused by Licensee, a Modification, third-party software, or third party database. Provider does not warrant that the Software will operate uninterrupted or that it will be free from minor defects or errors that do not materially affect such performance, or that the applications contained in the Software are designed to meet all of Licensee’s business requirements.

7.2 Express Disclaimer . PROVIDER, SAP AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.

8. INDEMNIFICATION .

8.1 Indemnification of Licensee . Provider shall indemnify Licensee against all claims, liabilities, and costs, including reasonable attorneys’ fees, reasonably incurred in the defense of any claim brought against Licensee by third parties alleging that Licensee’s Use of the Software and Documentation infringes or misappropriates any United States patent of which Provider is aware; a copyright; or trade secret rights, provided that: such indemnity shall not apply if the alleged infringement results from Use of the Software in conjunction with any other software, an apparatus other than a Designated Unit, or unlicensed activities and so long as Licensee promptly notifies Provider and SAP in writing of any such claim and Provider and SAP is permitted to control fully the defense and any settlement of such claim as long as such settlement shall not include a financial obligation on Licensee. Licensee shall cooperate fully in the defense of such claim and may appear, on its own behalf and at its own expense,,through counsel reasonably acceptable to Provider or SAP. Provider and SAP may settle any claim on a basis requiring Provider or SAP to substitute for the Software and Documentation alternative substantially equivalent non-infringing programs and supporting documentation. Licensee shall not undertake any action in response to any infringement or alleged infringement of the Software and Documentation.

8.6 THE PROVISIONS OF THIS SECTION 8 STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF PROVIDER, SAP AND ITS LICENSORS TO LICENSEE, AND IS LICENSEE’S SOLE REMEDY WITH RESPECT TO THE INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

9. LIMITATIONS OF LIABILITY .

9.1 Licensee’s Remedies . Licensee’s sole and exclusive remedies for any damages or loss in any way connected with the Software or Services furnished by Provider and its licensors, whether due to Provider’s negligence or breach of any other duty, shall be, at Provider’s option: (i) to bring the performance of the Software into substantial compliance with the functional specifications; (ii) re-performance of Services; or (iii) return of an appropriate portion of any payment made by Licensee with respect to the applicable portion of the Software or Services.

9.2 Not Responsible . Provider will not be responsible under this Agreement if the Software is not used in accordance with the Documentation; or (ii) if the defect is caused by Licensee, a Modification, third-party software, or third party database. Provider does not warrant that the Software will operate uninterrupted or that it will be free from minor defects or errors that do not materially affect such performance. PROVIDER, SAP AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM INHERENTLY DANGEROUS USE OF THE SOFTWARE AND/OR THIRD-PARTY SOFTWARE LICENSED HEREUNDER.

9.3 Limitation of Liability . ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, EXCEPT FOR DAMAGES RESULTING FROM UNAUTHORIZED USE OR DISCLOSURE OF PROPRIETARY INFORMATION, UNDER NO CIRCUMSTANCES SHALL PROVIDER, SAP, ITS LICENSORS OR LICENSEE BE LIABLE TO EACH OTHER OR ANY OTHER PERSON OR ENTITY FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE PAID LICENSE FEES OR BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES.

9.4 Severability of Actions . IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.

10. ASSIGNMENT . Licensee may not, without Provider’s and SAP’s prior written consent, which will not be unreasonably withheld. assign, delegate, pledge, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, or the SAP Proprietary Information, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. Provider may assign this Agreement to SAP or SAP AG.

11. GENERAL PROVISIONS .

11.1 Severability . It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

11.2 No Waiver . If either party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.

11.3 Counterparts . This Agreement may be signed in two counterparts, each of which shall be deemed an original and which shall together constitute one Agreement.

11.4 Export Control Notice . The Software, Documentation and Proprietary Information are being released or transferred to Licensee in the United States and are therefore subject to the U.S. export control laws. Licensee acknowledges its obligation to ensure that its exports from the United States are in compliance with the U.S. export control laws. Licensee shall also be responsible for complying with all applicable governmental regulations of any foreign countries with respect to the use of the Proprietary Information by its Subsidiaries outside of the United States. Licensee agrees that it will not submit the Software to any government agency for licensing consideration or other regulatory approval without the prior written consent of Provider and SAP.

11.5 Confidential Terms and Conditions . Licensee shall not disclose the terms and conditions of this Agreement or the pricing contained therein to any third-party, except as required by law and then such disclosure shall only be to the extent to fulfill the terms as defined and required bv such law. Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except that Licensee agrees that Provider may use Licensee’s name in customer listings or as part of Provider’s marketing efforts.

11.6 Governing Law . This Agreement shall be governed by and construed under the State of Delaware law without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and United States of America law, rules, and regulations, United States of America law, rules, and regulations shall prevail and govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement. The Uniform Computer Information Transactions Act as enacted shall not apply.

11.7 Notices . All notices or reports which are required or may be given pursuant to this Agreement shall be in writing and shall be deemed duly given when delivered to the respective executive offices of Provider and Licensee at the addresses first set forth above.

11.8 Force Majeure . Any delay or nonperformance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.

11.9 Entire Agreement . This Agreement and each Exhibit, Schedule and Appendix hereto constitute the complete and exclusive statement of the agreement between Provider and Licensee, and all previous representations, discussions, and writings are merged in, and superseded by, this Agreement. This Agreement may be modified only by a writing signed by both parties. This Agreement and each Appendix hereto shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or other document furnished by Licensee to Provider.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have duly executed this Agreement to become effective as of the date first above written.

ANSWERTHINK, INC. (Provider)				ABIOMED, INC. (Licensee)

By:	/s/ Arthur Colombo			By:	/s/ Javier Jimenez
Title:		Vice President - Sales		Title:		Vice President - Operations
Date:			November 30, 2005	Date:			November 28, 2005

EXHIBIT A

SOFTWARE LICENSE AGREEMENT effective , 200 (“Agreement”)

with

(“Licensee”)

SUBSIDIARY USE AGREEMENT

This Subsidiary Use Agreement is made effective as of the day of , 200 between , a Corporation, with offices at (“Provider”) and a corporation, with offices at (“Subsidiary”).

1. Subsidiary is entitled to have Named Users Use the Software on the Designated Unit(s) identified in the Software End-User License Agreement between Provider and Licensee (“Agreement”).

2. Subsidiary agrees to be abide by and be bound by all of the terms and conditions of the Agreement applicable to Subsidiary and applicable to Licensee. Provider may directly enforce all such terms and conditions against it directly.

3. Subsidiary agrees that it’s right to Use SAP Software and receive Maintenance services shall be governed solely by the Agreement. In the event that the Agreement is terminated, this Subsidiary Use Agreement is terminated or if Subsidiary ceases to meet the definition of “Subsidiary” therein, Subsidiary agrees that all of its rights to the Software will cease effective as of the termination date.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have duly executed this Subsidiary Use Agreement.


(Provider)		(Subsidiary)

By:	By:
Title:	Title:
Date:	Date:

MAINTENANCE SCHEDULE (“Schedule”)

SOFTWARE LICENSE AGREEMENT effective November 18, 2005 (“Agreement”)

with

ABIOMED, INC. (“Licensee”)

This Schedule is hereby annexed to and made a part of the Agreement specified above. In each instance in which provisions of this Schedule contradict or are inconsistent with the provisions of the Agreement, the provisions of this Schedule shall prevail and govern, and the contradicted or inconsistent provisions of the Agreement shall be deemed amended accordingly.

1. Licensee may request and Provider shall provide, to such degree as Provider makes such services generally available in the Territory, maintenance service (“Maintenance”). Maintenance currently includes the delivery of new releases of the Software and Software correction packages, support via telephone, remote support/update, Early Watch Alert, and SAP’s support portal. In order to receive Maintenance, Licensee must make all required remote support and update connections to each Designated Unit as requested by Provider.

2. mySAP Services: Maintenance currently includes a choice of one of the following services per live installation per year:

A. One GoingLive Check for any new Software or other SAP application implementation;

B. One GoingLive Upgrade Check for an upgrade to a higher functional release (e.g. from R/3 4.0 to 4.6); or

C. One GoingLive OS/DB Migration Check. This OS/DB Migration Check assists the Licensee in preparing for a migration of an operating system or database. Migration is the responsibility of the Licensee.

In addition to these options, Maintenance currently includes up to two EarlyWatch Sessions per live SAP installation for the continual optimization of Licensee’s already live system.

To schedule GoingLive Check, GoingLive OS/DB Migration Check, or EarlyWatch Sessions, Licensee must contact Americas Customer Support Services at 800-677-7271 or internationally at 610-355-6821 and choose option 6 to schedule these services. To assist Licensee in this, Provider and SAP has established the following scheduling pre-requisites:

A. The Licensee must provide remote access to its productive system.

B. To receive the GoingLive Check or GoingLive Upgrade Check Licensee must inform SAP at least three months prior to your go live or upgrade date.

C. To receive the EarlyWatch Sessions, SAP requests a minimum of three months advanced notification. In addition, Licensee must send the EarlyWatch Alert data to SAP on at least a monthly basis and cooperate with SAP in reviewing the data and determining the proper deployment of the EarlyWatch Sessions based on the EarlyWatch Alert data.

D. To receive the GoingLive OS/DB Migration Check, Licensee must comply with all of the then current pre-Check requirements. These requirements currently include hiring a certified OS/DB migration consultant, proper testing, installation of tools, and advance scheduling. Contact your local SAP Customer Support Representative for more information.

Further information and detail about individual SAP services can be found on SAPNet site (http://www.sap.com/service/index.htm).

FAILURE TO UTILIZE THE MAINTENANCE SERVICES PROVIDED BY PROVIDER OR SAP MAY PREVENT PROVIDER OR SAP FROM BEING ABLE TO IDENTIFY AND ASSIST IN THE CORRECTION OF POTENTIAL PROBLEMS WHICH, IN TURN, COULD RESULT IN UNSATISFACTORY SOFTWARE PERFORMANCE.

3. Licensee agrees to promptly disclose to Provider or SAP keep and maintain adequate and current records of all Modifications and, if needed to provide Maintenance Services, provide such records to Provider or SAP.

4. Maintenance, from Provider, for the Software licensed hereunder is limited to the following site(s): 22 CHERRY HILL DRIVE, DANVERS, MA 01923

5. Licensee agrees to establish and maintain Customer Competency Center(s) (“CCC”) at the site(s) specified above within twelve months of the Effective Date of this Schedule. Each CCC must maintain an internal Help Desk to provide first level support to Licensee’s Users. Such internal Help Dek(s) must be staffed with consultants trained in the SAP support and administration support. All Named Users may have access to SAP’s support portal however, only Licensee CCC employees are authorized to contact Provider after attempting to resolve the matter. Each CCC shall coordinate Licensee’s Modification notification and disclosure requirements and shall coordinate Licensee’s development requests. Licensee’s CCC is responsible for the administration and management of the requirements specified in the Agreement including, but not limited to, performing periodic self audits to ensure Licensee’s compliance with the license grant, maintaining master and installation data and managing the release order process. In the event Licensee does not establish and maintain CCC(s) in accordance with the above, Provider shall provide written notice to Licensee of such deficiencies. In the event Licensee fails to correct said deficiencies within sixty (60) days after such written notice, Provider reserves the right to increase, upon written notice, Licensee’s then current maintenance percentage factor then in effect.

6. Maintenance Fees shall be paid annually in advance and shall be specified in Appendices to the Agreement. In addition, Licensee shall be invoiced an annual fee of USD 500 for one designated SAP compliant remote connections. Maintenance Services offered by Provider may be changed annually by Provider at any time upon three months prior written notice. After Year 1, the Maintenance Fees and any limitations on increases are subject to Licensee’s compliance with the CCC requirements specified above. Maintenance may be terminated by either party in writing at any time upon three months’ prior written notice and Licensee shall be entitled to a pro-rata refund of prepaid Maintenance Fees. Notwithstanding the forgoing, Provider may terminate Maintenance after thirty (30) days written notice of Licensees failure to pay Maintenance Fees.

7. In the event Licensee elects not to commence Maintenance upon the first day of the month following initial delivery of the Software, or Maintenance is otherwise declined for some period of time, and is subsequently requested or reinstated, Provider or SAP will invoice Licensee the accrued Maintenance Fees associated with such time period plus a reinstatement fee.

Appendix 1

effective November 18, 2005 (“ Appendix ”)

SOFTWARE LICENSE AGREEMENT effective November 18, 2005 (“Agreement”)

with

ABIOMED, INC. (“Licensee”)

This Appendix is hereby annexed to and made a part of the Agreement specified above. In each instance in which provisions of this Appendix contradict or are inconsistent with the provisions of the Agreement, the provisions of this Appendix shall prevail and govern.

1. NAMED USER DEFINITIONS :

1.1 “ Professional User ” is a Named User who performs operational related roles and Employee User roles supported by the Software.

1.2 “ Limited Professional User ” is a Named User who is an employee performing limited operational roles supported by the Software limited to the following functions; (i) preparing and maintaining sales forecasts; (ii) inquiries; (iii) report generation.

1.3 “ Employee User ” is a Named User who performs only employee self-service related roles supported by the Software. Each Employee User may access the Software solely for such individual’s own purposes.

1.4 “ Developer User ” is a Named User who performs Employee User roles and uses development and administration tools provided with the Software for the purpose of modifying, deploying and managing SAP or third party applications or for the purpose of creating, modifying, deploying and managing custom developed applications.

2. LICENSED SOFTWARE : The Software licensed to Licensee pursuant to this Appendix consists of the components identified below and specified as being licensed (“Software”). Only Named Users licensed hereunder are permitted to Use the Software (including Software Engine/Functionality) in accordance with their respective Named User type and in accordance with identified licensed Level. At Provider’s request, Licensee shall deliver to Provider a report, as defined by SAP, evidencing Licensee’s usage of the Software.

2.1 mySAP Business Suite:

			Number of Users Licensed:
“X” if Licensed		Professional	Limited Professional	Employee	Developer(1)
X	mySAP Business Suite * powered by SAP NetWeaver	50	50	200	1

(1) Licensee agrees to maintain at least one Developer User per installation

* powered by SAP NetWeaver is an SAP Application Specific Runtime License that is included with the mySAP Business Suite for the sole and exclusive purpose of interoperation with mySAP Business Suite Software through the limited use of some or all of the following components: Enterprise Portal (EP), Business Intelligence (BI), Knowledge Management (KM), Mobile Infrastructure (MI), Web Application Server (Web AS).

For the mySAP Users licensed under this Software Agreement: This information below will be used solely for SAP internal statistical purposes. Under no circumstances will the estimates in this form affect the customer’s user rights or any other rights that have been agreed in the signed Agreement and Appendix. Thank you for your cooperation.

	Estimated Number of Users
	Professional	Limited Professional	Employee
mySAP Business Suite	X
mySAP Customer Relationship Management (mySAP CRM)			N/A
mySAP ERP, Financials	20		200
mySAP ERP, Human Resources
mySAP Supplier Relationship Management (mySAP SRM)	10	10
mySAP Supply Chain Management (mySAP SCM)	10	30	N/A
mySAP Product Lifecycle Management (mySAP PLM)	20	20	N/A

2.2 Cross Industry Software Engines/Functionality: Certain Software Engines/Functionality below utilize limited functionality of mySAP Individual Solutions and/or other SAP Software. Unless Licensee has expressly licensed (under this or a separate Appendix) the mySAP Individual Solutions and/or other SAP Software utilized by such Software Engines/Functionality, Licensee’s Use of such mySAP Individual Solutions and/or other SAP Software is limited to access by and through the Software Engines/Functionality for the sole purpose of enabling performance of the Software Engines/Functionality. No other Use rights in such mySAP Individual Solutions and/or other SAP Software is granted by or through the licensing of the Software Engines/Functionality below.

“X” if Licensed	Applicable mySAP Solution	Software Engine/Functionality	License Metric	Licensed Level
0	mySAP CRM	Sales/Service Order Processing	Sales/Service Orders Per Year (i)	0
0		Trade Promotion Management (ii)	Per Annual Corporate Revenue	0
0	mySAP ERP	Payroll Processing (iii)	Master Records	0
0		e-Recruiting	Number of Employees within Licensee (licensed in blocks of 500)	0
0	mySAP SCM	Advanced Planning & Scheduling For Mission Critical Projects with Safeguarding (iv)	Annual Revenue Level	0
0		Transportation Optimization	Freight Costs	0
0		Service Parts Management	On Request	0
0		Extended Warehouse Management	Individual Warehouses	0
			Delivery Line Items	0
0		Inventory Collaboration Hub (v)	Number of Customer Locations	0
			Number of Supplier Locations	0
0	mySAP SRM	Requisite Engine	The Requisite Catalog Engine can only be Used with the mySAP SRM Software licensed hereunder	0
0		Strategic Sourcing	Annual Spend Volume	0
0		Supplier Enablement	Number of Trading Partners (vi)	0
0	mySAP Financials	Financial Supply Chain Mgmt. (FSCM)	FSCM Units Per Year (vii)	0
0		Incentive and Commission Mgmt.	Commission Contract Partners	0
0		Treasury and Risk Mgmt	Number of Users	0
0		In-House Cash	Number of Affiliates	0

2.3 Industry Specific Software Engines/Functionality/Users: Only licensed Named Users can access Cross Industry Software Engines or Functionality . NONE

2.4 SUPPLEMENTARY PRODUCTS: NONE

2.5 DATABASE (Select One):

Database: MSQ

2.6 COUNTRY/LANGUAGE VERSIONS LICENSED: Applicable country/language specific versions licensed by Licensee from Provider hereunder are as follows: German

Provider licenses the Software for Use in countries for which there is currently no language or country specific functionality. Certain country/language specific functionality must be licensed directly from an SAP distributor located in that country as identified in Provider’s current List of Prices and Conditions.

2.7 BUSINESS CONNECTOR: The mySAP Software licensed under item 2.1 above includes the right to Use the SAP Business Connector subject to the following conditions:

(a) Use of the Business Connector is only permitted for connecting to SAP Software components and is not permitted for communications between one or more systems not operating the Software. If Licensee desires to Use the Business Connector for such form of communication, Licensee must obtain a separate license from a third party.

(b) The standard version of the Business Connector may be downloaded by Licensee from SAP Service Marketplace.

In the event Licensee has licensed the secure version of the Business Connector, Licensee acknowledges: (1) the product contains 128 byte encryption; (2) Licensee will Use the Business Connector solely for commercial purposes; (3) Licensee will not permit Use of the Business Connector by any governmental or quasi-governmental agency foreign to the United States; (4) neither Licensee or any of Licensee’s individual end-users have been denied export privileges by the United States; (5) the Business Connector will be used exclusively by the Licensee represented by the SAP Customer ID entered on the SAP website to obtain the software; (6) Licensee acknowledges that the Business Connector is subject to United States Export Administration Regulations and agrees not to further export the Business Connector from Licensee’s location. Licensee can obtain the secure version of the Business Connector by contacting Licensee’s SAP contract administrator.

2.8 SAP APPLICATION SPECIFIC RUNTIME LICENSE : The mySAP Software licensed under item 2.1 above includes the right to Use the SAP Exchange Infrastructure (including the SAP designated adapters that connect solely SAP applications) subject to the following conditions: Use of the SAP Exchange Infrastructure is restricted to Use with SAP Software Components licensed by Licensee under the Agreement and the SAP Solution Manager solely as a runtime license. Use of the SAP Exchange Infrastructure for the SAP Solution Manager is restricted solely to the extent required under Provider’s then current Maintenance offering (provided Licensee is receiving Maintenance from Provider). In the event Licensee Uses the SAP Exchange Infrastructure to build and/or operate a custom developed or third party application, a full use license is required.

3. LICENSE FEE AND PAYMENT : [Confidential treatment requested by ABIOMED, Inc., 10.20-1]

4. INSTALLATION : For Software to be installed on a specific Licensee or Affiliate Designated Unit within the Territory, Licensee shall provide Provider with written notice of the type/model and serial number and location of each Designated Unit and the number of Users allocated to each such Designated Unit prior to such installation. Such notice shall be in a form materially similar to Schedule 1 attached hereto and is to be sent to the Provider at: Answerthink, Inc., Attention: SAP Contract Manager, 225 Washington Street, Conshohocken, PA 19428.

5 . DELIVERY : Delivery of the above-specified Software and Documentation is estimated to take place in November 2005. Physical delivery will be free on board shipping point to the Licensee at the following location: Answerthink, Inc., 225 Washington Street, Conshohocken, PA 19428.

Currently, software shipped to the following states will be subject to sales taxation: Arizona, Arkansas, California, Connecticut, District of Columbia, Georgia, Hawaii, Idaho, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming. This listing is provided for information only. Licensee is responsible for obtaining its own tax advice. This list is subject to change without notice.

6. MAINTENANCE FEE AND PAYMENT : Maintenance service offered by Provider is set forth in the Maintenance Schedule to the Agreement. Maintenance at the site(s) specified in the Maintenance Schedule to the Agreement shall commence as of the first day of the month following initial delivery of the Software.

[Confidential treatment requested by ABIOMED, Inc., 10.20-2]

Provider agrees, however, increases in Maintenance Service fees per calendar year (if any) for the Software licensed in item 2 of this Appendix, shall not be greater than the increase in the Consumer Price Index (CPI) over the twelve month period prior to such increase in maintenance fees, plus five (5%) percent year. CPI, as used herein, means the US Consumer Price Index for all Urban Consumer, US City Average – All Items 1982-1984 = 100 Base for the applicable twelve (12) month period as published by the Bureau of Labor Statistics.

7. THIRD-PARTY DATABASE :

7.1 Software licensed hereunder currently requires a third-party database, which has been licensed hereunder as a runtime version. Such runtime version shall be limited to Use by Licensee solely in conjunction with Use of the Software licensed hereunder, and cannot be used to run any third party software not licensed hereunder.

In the event Licensee uses the licensed database other than as specified above, a full license, including programming tools provided through such third-party supplier must be licensed directly from a third party database supplier.

7.2 mySAP EP licensed hereunder requires a third party database product, currently MS SQL Server or Oracle, which must be installed to Use mySAP EP. In the event Licensee Uses the Unification for mySAP EP licensed hereunder, Unification for mySAP EP requires a third party database product, currently MS SQL Server, which must be installed to Use Unification for mySAP EP .

8. LICENSE KEY : Each copy of the Software licensed hereunder requires a license keycode. For each installation of the Software, eight (8) keycodes shall be provided. The license keycodes will be issued by SAP AG within four (4) weeks from the date of installation of the Software on each Designated Unit. The required form to receive the license keycodes from SAP AG must be completed by Licensee and faxed to SAP AG within the four (4) week period following installation of the Software. The applicable form and fax number will be included in each installation kit provided to Licensee upon delivery of the Software. Licensees that subsequently change Designated Units for Use of the licensed Software must be re-issued license keycodes for each respective copy of the licensed Software. Failure of Licensee to obtain necessary license keycodes for the licensed Software within four (4) weeks of installation of such Software, will cause the Software to have limited User access until such time as the license keycodes are issued.

9. PUBLICITY: In consideration of the discount provided in item 3 of this Appendix, Licensee agrees to provide telephone references for prospective Provider customers. Licensee also agrees to provide press testimonials, releases and announcements at Provider’s request

10. VALIDITY OF OFFER : The validity of this Appendix will expire November 30, 2005, unless sooner executed by Licensee, or extended in writing by Provider.

Accepted by:				Accepted by:

ANSWERTHINK, INC.				ABIOMED, INC.
(Provider)				(Licensee)

By:	/s/ Arthur Colombo			By:	/s/ Javier Jimenez
Title:		Vice President - Sales		Title:		Vice President - Operations
Date:			November 30, 2005	Date:			November 28, 2005

(Appendix mySAP 04)

Schedule 1 to Appendix 1 effective November 18, 2005

Designated Unit Information

1. Name of Licensee or Subsidiary where Designated Unit is located: ABIOMED, INC.

2. Designated Unit(s) to be identified by Licensee to SAP in writing.

Type/Model No.:

Serial No.:

Location of Designated Unit:	22 CHERRY HILL DRIVE, DANVERS, MA 01923

Telephone Number:	978 777 5410	777 8411 (fax)

Software Delivery Contact Person:	DAN LUBIN

Hardware Information		Operating System		Database*
Manufacturer	Model	Manufacturer	Release	Manufacturer	Release
		WINDOWS		MSQ

* Note: When Database is licensed from the vendor directly, insert P.O. Number , Invoice Number and Date


Name				Date


Title

ABIOMED, INC.
(Licensee)

Exhibit 10.21

Consulting Agreement

This Consulting Agreement (the “Agreement”) is made this 18th day of November, 2005 (the “Effective Date”) and is between Answerthink, Inc., a Florida corporation, with its principal offices located at 1001 Brickell Bay Drive, Suite 3000, Miami, FL 33131 (hereinafter “Answerthink”) and ABIOMED, INC ., with its principal offices located at 22 Cherry Hill Drive, Danvers, MA 01923(hereinafter “Client”).

NOW, THEREFORE, in exchange for good and adequate consideration that the parties hereby acknowledge as having been received, the parties agree as follows:

1. Term. Client agrees to retain Answerthink and Answerthink agrees to provide to Client, at mutually convenient times and places, consulting services as defined in Statements of Work (each, a “SOW”) and as designated from time to time by the mutual agreement of the Client and Answerthink (the “Services”). This Agreement shall terminate on the earliest of (i) termination under Section 8 hereof or (ii) the expiration of a continuous one hundred eighty (180) day period in which Answerthink has not performed services for the Client.

2. Procedure for Services. This Agreement serves as the governing agreement for specific initiatives to be detailed in signed SOW(s). Execution of this Agreement indicates acceptance of the terms of this Agreement only. In the event of a conflict between the provisions hereof and a SOW, the terms of this Agreement shall prevail. Projects are initiated under this Agreement after a completed SOW has been approved and signed by an authorized individual for Client and for Answerthink. One authorized individual for Client and one authorized individual for Answerthink must sign each SOW for it to be binding under this Agreement. This Agreement and each SOW pursuant to which Answerthink performs Services for Client hereunder contain the entire and only Agreement between the parties with respect to the subject matter hereof.

3. Services and Statement of Work. Answerthink agrees to perform the Services in a professional manner and to give Client the full benefit of Answerthink’s knowledge, experience, judgment and expertise in rendering advice to Client on the matters and subjects requested under this Agreement and each applicable SOW. Each SOW will address the following: scope of work, proposed approach, deliverables, key assumptions, staffing, responsibilities of both parties, estimated project schedule, and professional arrangements. An issued SOW is valid for thirty (30) days from the date of said SOW. Answerthink reserves the right to requote a SOW if its acceptance by Client does not occur within such thirty (30) day period.. A separate SOW will be prepared and signed by both parties whenever there is a new or changed project objective, scope of deliverable(s) or when a change in project assumptions has a material impact on project cost estimates.

4. Client Responsibilities. The Answerthink project team(s) will have full cooperation and timely access to all required Client personnel during the course of Answerthink’s Services. Client management and staff will collect current background materials required prior to the start of the project. These materials may include items such as: plan descriptions; employee communications; internal audit reports; MIS operations/run-time procedures; previous task force reports; organization charts; job descriptions; current staffing levels; procedure manuals; work flow documentation; administrative policies; departmental budgets and cost summaries; system documentation; system inventories; system status reports; sample reports; and other relevant materials. Client is responsible for timely review and turnaround of all documents requiring Client approval.

Answerthink, its employees, agents, and subcontractors (i) can rely upon any instructions or information provided by Client or any persons designated in writing by Client and (ii) will incur no liability for such reliance. In addition, Answerthink shall not be liable for any default or delay in performance of its obligations hereunder to the extent the same is caused, directly, by (i) the failure of Client to comply with any of its obligations hereunder or (ii) any unavailability or extended work absence of the appropriate Client personnel.

Copyright © 2003 Answerthink, Inc. All rights reserved. Reproduction of this document in any form without prior
consent is prohibited		MIA2001:78743-2

Within thirty (30) business days of completion of each project initiated by a SOW to this Agreement, a completion memorandum signed by the Answerthink Project Director will be delivered to Client. The Services performed hereunder and all work product delivered in connection therewith for approval shall be deemed accepted if, within five (5) days after delivery, Client has not provided to Answerthink written notice identifying specifically any basis for not approving the work product.

5. Payment. As compensation for the Services hereunder, Client agrees to pay Answerthink pursuant to the fee schedule set forth in each SOW. All fees referred to in this Agreement or any SOW are in US dollars and do not include any duties or taxes. All such duties and taxes, whenever imposed, shall be payable by Client. Income or other taxes that are required to be paid or withheld by the Client, under the laws of jurisdictions other than the United States, in connection with the Services hereunder, shall be the sole obligation of the Client. Client agrees to remit payment in full on each invoice to Answerthink within 30 days Client’s receipt of such invoice. Answerthink reserves the right to charge and collect a service fee on any unpaid, past-due amount (which is undisputed by Client, provided however that any amount not disputed in writing by Client) equal to the lesser of (a) one and one half percent (1-1/2%) per month or (b) the highest interest rate legally permitted. Client will reimburse Answerthink for all reasonable collection expenses incurred on payments more than 60 days late, including reasonable attorneys’ fees and court costs, for delinquent amounts.

6. Expenses. Client agrees to reimburse Answerthink for expenses incurred in carrying out Answerthink’s activities as authorized by Client or its delegate, providing that Answerthink substantiates such expenses and submits a statement to Client of all such expenses. Examples of such expenses include project materials, supplies, models, prototypes, books, literature, document reproduction, shipping, courier, mileage, and out-of-town travel costs such as airline tickets, meals, and hotels. For individual expenses in excess of [$500.00], Answerthink agrees to receive prior approval from Client prior to incurring such expense and Client will not be required to reimburse for expenses in excess of such amount if Answerthink fails to obtain such approval.

7. Services Prior to Effective Date . This Agreement will take effect upon the Effective Date and shall govern the relationship between Answerthink and Client until terminated as hereinafter provided. Notwithstanding the foregoing, for time and materials based contracts, if the date of the first Services is prior to the date of this Agreement, Client will be obligated to pay Answerthink the reasonable value of any Services performed, but in no case less than actual hours worked multiplied by the hourly rates specified in the SOW(s) plus reimbursable expenses. All SOW(s) entered into prior to the date of this Agreement are incorporated herein and shall be governed by the terms and conditions hereof.

8. A. Termination by Answerthink . Answerthink may terminate this Agreement upon the earlier of (i) without cause, upon the giving by Answerthink of thirty (30) day written notice to the Client or (ii) upon an Event of Default (as hereinafter defined), immediately, upon the giving of notice by Answerthink to Client, delivered after the expiration of any applicable cure period.

B. Termination by Client . Client may terminate this Agreement upon either (i) if, without cause, after the giving of thirty (30) days’ prior written notice or (ii) upon an Event of Default (as hereinafter defined) immediately, upon the giving of notice by Client to Answerthink, delivered after the expiration of any applicable cure period.

C. “Event of Default” shall mean the occurrence of a breach of any term of this Agreement which, for payment related breaches, remains uncured after the tenth (10 ^th ) day after written notice, and which, for all other breaches, remains uncured after the thirtieth (30 ^th ) day after written notice.

D. Upon the expiration or earlier termination of this Agreement or any SOW, all charges related to all work performed by Answerthink, including without limitation, any expenses incurred by Answerthink under all outstanding SOW(s) through the expiration date or the effective date of the termination of this Agreement or any SOW, will immediately become due and payable to Answerthink without demand therefore.

9. Intellectual Property. Answerthink shall be entitled to any and all protections afforded under State and Federal statutory or common law with respect to any report, computer program (source code and object code) or programming and/or material documentation, manual, chart, specification, formula, database architecture, template, system model, copyright, diagram, description, screen display, schematic, blueprint drawing, tape, license, listing, invention, record or other materials, which is proprietary, and any of the foregoing prepared, developed or used by Answerthink in the course of completing the Services performed under the terms of this Agreement or any SOW (“Answerthink’s Intellectual Property”). These protections shall not cover Confidential Information as defined in Section 10 below and Licensed Software. “Licensed Software” means any software, technology or proprietary information not owned by Answerthink or Client, but for which a separate license has been obtained by Answerthink or Client. In the event (and to the extent) that any deliverable contains any items or elements which are Answerthink’s Intellectual Property, Answerthink grants to Client an irrevocable, perpetual, royalty–free license to use, execute, display, and/or perform such to the extent it is necessary to fulfill the scope of work described in the applicable SOW(s). All Licensed Software as well as any and all proprietary software, tools, and systems of any of Answerthink’s agents shall be protected under the terms and conditions of separate licensing agreements. Unless otherwise stated in a SOW, the reproduction, distribution or transfer, by any means or methods, whether direct or indirect, of any of Answerthink’s Intellectual Property, or proprietary information or of its agents or any Licensed Software by the Client is strictly prohibited.

Notwithstanding the above, Answerthink shall retain the right to reuse the ideas, concepts, know-how, and techniques derived from the rendering of the Services so long as it does not require the disclosure of any of Client’s Confidential Information.

10. Confidentiality. In connection with this Agreement, Client and its employees and agents may have access to private and confidential information owned or controlled by Answerthink relating to Answerthink’s Intellectual Property, data, equipment, apparatus, programs, software, security keys, specifications, drawings, business information, pricing and other data, as well as the existence of any dispute between the parties as set forth in Section 18. Similarly, Answerthink and its employees and agents may have access to private and confidential information owned or controlled by Client relating to technical or business information of a proprietary nature or relating to Client’s business operations. All such Answerthink information and Client information shall be “Confidential Information” for purposes of this Agreement. The Confidential Information acquired by either party under this Agreement through its employees or agents shall be and remain the disclosing party’s exclusive property, and the receiving party shall keep, and shall obligate its employees and agents to keep, any and all such information confidential and shall not copy or disclose it to others without the disclosing party’s prior written approval, and shall return all tangible copies of such Confidential Information to the disclosing party promptly upon request. The Confidential Information of the disclosing party may be used by the receiving party only in connection with the Services. Nothing herein shall limit either party’s use or dissemination of information which (i) is at the time of disclosure, or thereafter becomes, a part of the public domain through no act or omission of the other party, its employees or agents; or (ii) was in the other party’s possession as shown by written records prior to the disclosure and had not been obtained by such party either directly or indirectly from the disclosing party; (iii) is hereafter disclosed to the other party by a third party who did not acquire the information directly or indirectly from the disclosing party hereunder; (iv) was independently developed by the other party without use of the Confidential Information, as evidenced by written records; or (v) was required by law, regulation or auditing standards to be disclosed, but only to the extent and for the purposes of such required disclosure. Nothing in this Agreement obligates Answerthink to divulge to Client any information for or related to which Answerthink has previously undertaken an obligation of confidentiality for the benefit of any party other than Client.

Notwithstanding the provisions of this Section 10, either party may disclose to any and all other parties, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all materials prepared by either party relating to such tax treatment and tax structure. This exception is intended solely to comply with the presumption set forth in Treasury Regulation Section 1.6011-4(b)(3)(iii) and is not intended to permit the disclosure of any information to the extent such disclosure is not required in order to avoid any transaction contemplated by this Agreement being treated as a “ reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b).

11. Warranty.

A. Answerthink warrants that the Services to be performed hereunder shall be performed in a timely and professional manner and will comply in all material respects with the descriptions and representations regarding the Services (including performance capabilities, completeness, characteristics, specifications, configurations, standards, functions and requirements) that are set forth in this Agreement. Answerthink further warrants that all work products and Services developed hereunder will be of original development by Answerthink and will not infringe upon or violate any known patent, copyright, trademark, trade secret or other property right of any third party that is enforceable in the US.

Work Standards . Answerthink shall perform the Services in accordance with the Service Levels set forth in the applicable SOW (“Service Levels”). Answerthink represents and warrants to Client that it will provide the Services under this Agreement in a businesslike manner and in conformance with generally accepted standards within its industry and the Service Levels. Answerthink represents and warrants that it shall use adequate numbers of qualified individuals with suitable training, education, experience, competence, and skill to perform the tasks. Without prejudice to the generality of the foregoing, or any Service Level or other standard or specific requirement of this Agreement, Answerthink shall provide the Services with reasonable commercial efforts, and Answerthink shall during the term of this Agreement perform the Services courteously and in such manner as not to injure Client’s name or damage Client’s goodwill Answerthink shall perform the Services in accordance with the Service Levels set forth in the applicable SOW. Answerthink shall reperform, at no expense to Client, any Services that result in incorrect outputs, deliverables, or results due to an error or breach by Answerthink.

B. Nothing in this Agreement and nothing in Answerthink’s statements to Client can or shall be construed as a promise or guarantee about the successful outcome of the Services to be provided under this Agreement or under any SOW. Client acknowledges and agrees that the accomplishment of the goals established for this engagement will require each party to fully cooperate with the other party, to fulfill its role and perform its obligations in a timely manner with personnel qualified to perform the tasks assigned and to coordinate its efforts with the efforts of the other party, and that all Services provided will be the result of the parties’ joint input and efforts. Accordingly, Client shall retain the right and also the responsibility to make decisions with respect to the selection of software and the Services and their collective implementation with respect to its business, and Answerthink makes no representation or warranty with respect thereto.

C. W hile Answerthink may provide from time to time certain hardware, software or other items to Client, Answerthink is primarily providing services under this Agreement, and the provision of such other items is an incidental part of such services. EXCEPT AS EXPRESSLY STATED HEREIN, ANSWERTHINK MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO CLIENT OR ANY OTHER PERSON WITH RESPECT TO SUCH SERVICES, ITEMS AND/OR THIRD PARTY PRODUCTS TO BE PROVIDED BY ANSWERTHINK PURSUANT TO THIS AGREEMENT OR ANY SOW, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING OWNERSHIP, MERCHANTABILITY, SUITABILITY, CAPACITY, ORIGINALITY, FITNESS FOR A PARTICULAR OR OTHER PURPOSE (IRRESPECTIVE OF ANY PREVIOUS COURSE OF DEALING BETWEEN THE PARTIES OR CUSTOM OR USAGE OF TRADE) OR RESULTS TO BE DERIVED FROM THE USE OF SUCH SERVICES OR ITEMS, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

12 . Subcontractor. Answerthink reserves the right to utilize contracted employees or subcontractors to meet its requirements under the terms, conditions, and obligations stated in this Agreement and all related SOW documents.

13. INTENTIONALLY OMITTED .

14. Insurance. Answerthink will at all times during the term of the Agreement maintain and keep in full force and effect worker’s compensation insurance as required by law and general liability and automobile liability insurance against losses in amounts of at least $5 Million per occurrence and in the aggregate, subject to deductibles as reasonable in the industry, that are caused by Answerthink or its employees, agents and independent contractors of Answerthink in carrying out the Services.

15. Solicitation. During the term of this Agreement and for one year thereafter, without the other party’s prior written consent neither the other party nor any of its affiliates shall, directly or indirectly, solicit for employment, offer employment to, employ or engage as a consultant or advisor any individual who is then employed, or any individual who was employed within the preceding twelve (12) months, by the other party or any of its affiliates and who was in any way related to Answerthink provision of Services to client or Client’s engagement of Answerthink pursuant hereto.

16. Indemnification. Client shall indemnify and hold Answerthink, its officers, directors, employees, shareholders, subcontractor’s, agents, and affiliates, harmless from and against any claim, demand, loss, damage, penalty or expense (i) related to the gross negligence or willful misconduct of Client, or its officers, employees and/or agents, or (ii) related to claims by any of Client’s employees for injuries or damages under the workmen’s compensation or similar acts, (iii) incurred by Answerthink based on any claim that any materials provided by Client under the Agreement or use thereof by Answerthink in accordance with this Agreement infringes any patent, copyright, trademark, trade secret or other proprietary right of any third party, or (iv) incurred by Answerthink based on any claim arising out of or related to content included in or accessible through Client’s website.

ANSWERTHINK shall defend, indemnify and hold Client harmless from and against any and all claims, losses, demands, reasonable attorneys’ fees, damages, liabilities, costs, expenses, obligations, causes of action or suits arising out of or resulting from (a) Answerthink breach of its obligations with respect to Client Confidential Information; (b) any claim or threatened claim that any part of the services or any other software or materials provided by ANSWERTHINK to Client infringes any copyright, patent, trademark, or other Intellectual Property Right; (c) the gross negligence or willful misconduct of ANSWERTHINK or its employees in the performance of this Agreement.

17. Limitation of Liability. If Answerthink or any of its affiliates, or any of their respective officers, directors, employees, agents, subcontractors or shareholders, is ever liable to Client for one or more breaches, disputes, controversies or claims arising under or in connection with Services provided hereunder (whether any such breach, dispute, controversy or claim is based upon contract, tort, statute, equity or any other legal theory), except for claims for personal injury arising out of Answerthink willful misconduct or negligence and/or Answerthink infringement of a third party intellectual property rights, then, (i) the cumulative amount of all damages and penalties, if any, recoverable by Client for all such breaches, disputes, controversies and claims will not exceed, in the aggregate, an amount equal to three (3) times the total amount of the fees (excluding unamortized prepaid fees, if any) paid by Client under the applicable SOW(s) from which the breach, dispute, controversy or claim arose, (ii) recovery of such amount as limited hereby will be Client’s sole and exclusive remedy, and (iii) Client releases Answerthink and its affiliates, and their respective officers, directors, employees, agents, subcontractors and shareholders, from any liability in excess of such amount.

IN NO EVENT WILL EITHER PARTY OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS OR SUBCONTRACTORS, BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR (I) ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF EITHER PARTY OR SUCH OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) PUNITIVE DAMAGES, LOSS OF ANTICIPATED PROFITS, SAVINGS OR BUSINESS, LOSS OF COMMERCIAL REPUTATION OR OTHER ECONOMIC LOSS, OR.

18. INTENTIONALLY OMITTED.

19. Choice of Law/Venue . This Agreement shall be governed by and construed in accordance with the laws of the State of New York , without regard to the conflict of laws provisions thereof..

20. Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY SOW AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.

21. INTENTIONALLY OMITTED.

22. Waiver. The waiver, failure, and/or delay of either party to exercise any right provided for herein shall not be deemed a waiver of any further right hereunder. The rights and remedies set forth in this Agreement are in addition to any rights or remedies either party may otherwise have at law or in equity.

23. Severability and Survival . If any provision of this Agreement shall be held by a court of competent jurisdiction to be void or unenforceable, such provision shall be deemed severed from this Agreement, and the remainder of this Agreement shall remain in full force and effect. Any obligations which have accrued prior to the termination or expiration of this Agreement and which are not otherwise expressly discharged pursuant to the terms of this Agreement shall remain in full force and effect until performed, including, without limitation, those under Sections 5, 6, 7, 8, 9, 10 and 15 through 27.

24. Independent Parties . Nothing in this Agreement shall be construed to constitute either of the parties hereto as a partner, joint venture, agent, representative or employee of the other party.

25. Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, this Agreement may be assigned by either party without the consent of the other to an entity controlling, controlled by or under common control with said party or in the event of a transfer of all the assets or voting stock of a party as part of a merger, acquisition or divestiture.

26. Entire Agreement. This Agreement together with each SOW pursuant to which Answerthink performs Services for Client hereunder, constitutes the entire agreement of the parties with respect to the subject matter hereof, and no amendment, modification, or addition hereto, or waiver hereof, shall be effective unless in writing, specifying such amendment, modification, addition or waiver, and signed by the party sought to be bound thereby. The parties hereto agree that for the purpose hereof, facsimile counterpart signatures are acceptable.

27. Notices. All notices to be given under this Agreement must be in writing, addressed to the receiving party’s designated representative at the address for the receiving party specified below. Notices are validly given upon the earlier of confirmed receipt by the receiving party or three (3) days after dispatch by courier or certified mail, postage prepaid, properly addressed to the receiving party. Notices may also be delivered by telefax and will be validly given upon written confirmation of receipt. Either party may change its address for purposes of notice by giving notice to the other party in accordance with these provisions.

28. Dedicated Account Manager . Answerthink shall designate an “ANSWERTHINK Account Manager” for Client. The ANSWERTHINK Account Manager shall (a) be an employee of Answerthink; (b) devote his or her full time and effort to managing the Services; (c) serve as the single point of accountability for the Services; and (d) have day-to-day responsibility for ensuring customer satisfaction and attainment of all Service Levels. Unless the ANSWERTHINK Account Manager’s employment with Answerthink has terminated, Answerthink will give to Client at least thirty (30) days notice prior to any change in the Answerthink Account Manager. Any new Answerthink Account Manager will be subject to the approval of Client. The Answerthink Account Manager shall meet (in person or by telephone) with such of Client’s management, as appropriate and as Client deems necessary, no less frequently than once each calendar month during the Term of this Agreement, or more frequently if this is required by the relevant Service Level or by Client at any time during the Term of this Agreement.

Addresses for Notice:
ABIOMED, INC. Client			ANSWERTHINK, INC...
22 CHERRY HILL DRIVE			225 WASHINGTON STREET
DANVERS, MA 01923			CONSHOHOCKEN, PA 19428
Via Facsimile			via Facsimile

			732 727 1868
			With copy to:
			Answerthink, Inc.
			1001 Brickell Bay Drive - Suite 3000
			Miami, FL 33131
			Attn: Corporate Counsel
			Via Facsimile: (305) 702-7000

Accepted And Agreed To:

ABIOMED, INC.					ANSWERTHINK, INC.

By:	/s/ Javier Jimenez				By:	/s/ John McGrath
Name:				Javier Jimenez	Name:			John McGrath
Title:			Vice President - Operations		Title:		Managing Director
Date:		November 28, 2005			Date:		December 5, 2005

Exhibit 31.1

CERTIFICATIONS

I, Michael R. Minogue, President and Chief Executive Officer of ABIOMED, Inc., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of ABIOMED, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 9, 2006	/s/ Michael R. Minogue
	Michael R. Minogue

	President and Chief Executive Officer

Exhibit 31.2

I, Daniel J. Sutherby, Chief Financial Officer of ABIOMED, Inc., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of ABIOMED, Inc.

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 9, 2006	/s/ Daniel J. Sutherby
	Daniel J. Sutherby

	Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. § 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of ABIOMED, Inc., (the “Company”) for the quarter ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned President and Chief Executive Officer, and Chief Financial Officer, of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael R. Minogue		/s/ Daniel J. Sutherby
President and Chief Executive Officer		Chief Financial Officer
Date: February 9, 2006		Date: February 9, 2006

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