CARDICA INC (Form: 10-Q, Received: 11/09/2011 06:07:08)

Secured Note Purchase Agreement

This Secured Note Purchase Agreement (this “ Agreement ”) is made as of September 2, 2011 (the “ Effective Date ”) by and between Cardica, Inc. , a Delaware corporation (the “ Company ”), and Century Medical, Inc. , a Japanese corporation, or its assigns (the “ Purchaser ”).

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the secured promissory note evidencing the Loan (as defined below) in substantially the form attached hereto as Exhibit A (the “ Note ) and the security agreement substantially in the form attached hereto as Exhibit B , pursuant to which the Company shall grant the Purchaser a security interest in the Collateral described therein (the “ Security Agreement ”).

The parties hereby agree as follows:

1.	Amount and Terms of the Secured Loan

1.1 The Loan. Subject to the terms of this Agreement, the Purchaser agrees to lend to the Company the maximum aggregate amount of four million dollars ($4,000,000) (the “ Maximum Loan Amount ”), and the Company shall issue the Note (the “ Loan ”). The Schedule to the Note shall be amended by the Purchaser to reflect the aggregate principal amount of the Loan outstanding at any particular time hereunder.

1.2 Interest on the Loan. The Loan shall bear interest on the unpaid principal amount thereof from the date made through the Maturity Date (as defined below) at a rate of five percent (5%) per annum. Interest on the Loan shall be payable quarterly in arrears on the last business day of March, June, September and December and on the Maturity Date. Interest shall be computed on the basis of a year of 365 days.

1.3 Maturity Date. The maturity date of the Loan shall be the date that is the fifth (5 th ) anniversary of the Initial Closing Date, unless accelerated hereunder, which shall include mandatory prepayment as described in Section 1.5(b) below (the “ Maturity Date ”).

1.4 Manner of Payment. The Company shall make all payments due hereunder by wire transfer of funds to an account designated by the Purchaser without setoff or counterclaim.

1.5 Prepayment.

(a) The Company shall have the right, upon not less than ten (10) business days’ prior written notice, to prepay the outstanding Loan in whole or in part (but not in less than $1,000,000 increments) without premium or penalty.

(b) In the event the Company obtains, in the aggregate, at least twenty-five million dollars ($25,000,000) of additional equity financing after the Effective Date (“ Additional Equity Financing ”), the Company shall prepay the outstanding Loan in whole, without premium or penalty, within ten (10) days of the date on which such Additional Equity Financing is received; provided , however , that equity funding to the Company under the purchase agreement with Aspire Capital Fund, LLC as described in the Company’s February 14, 2011 prospectus shall not be included in calculating the Additional Equity Financing. The Company shall provide notice to the Purchaser, promptly, but in any event within five (5) days, upon the Company obtaining the Additional Equity Financing.

[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.6 Post-Maturity and Penalty Interest. Notwithstanding anything to the contrary contained herein, if any portion of the principal amount of the Loan or any interest accrued thereon shall not be paid when due and payable, any such overdue amount shall bear interest at a rate per annum equal to twelve percent (12%).

2.	The Closing s

2.1 Initial Closing Date. The initial closing of the purchase and sale of the Note (the “ Initial Closing ”) shall be held on the initial funding date of the Loan (the “ Initial Closing Date ”). On the Initial Closing Date, the Purchaser shall disburse to the Company the amount contained in the Company’s initial Funding Request delivered in accordance with Section 2.4 below (the “ Initial Tranche ”); provided that the amount of the Initial Tranche shall not exceed two million dollars ($2,000,000).

2.2 Additional Closings. In addition to funding the Initial Tranche, the Purchaser agrees to fund additional tranches (each an “ Additional Tranche ”) at additional closings (each, an “ Additional Closing ”) subject to and in accordance with the terms and provisions of this Agreement; provided, however, that the aggregate of all funding hereunder made at the Initial Closing and any Additional Closing shall not exceed the Maximum Loan Amount. The Initial Closing and any Additional Closing may hereafter be referred to as a “ Closing ” and the Initial Tranches and any Additional Tranche may hereafter be referred to as a “ Tranche .”

2.3 Delivery. Subject to the provisions hereof, at each Closing the parties shall deliver the following.

(a) The Purchaser will deliver to the Company funds in the amount of the Loan being funded at such Closing in accordance with Section 2.4, below.

(b) The Company shall deliver to the Purchaser: (i) the Note (at the Initial Closing only); (ii) a Funding Request; (iii) a certificate signed by the Chief Executive Officer of the Company and dated as of the date of such Closing certifying that the conditions specified in Section 6.1 (with respect to the Initial Closing) or Section 6.2 (with respect to an Additional Closing), have been satisfied; and (iv) the Company shall execute and deliver such other documents as the Purchaser shall reasonably require.

2.4 Mechanics of Funding the Loan.

(a) Whenever the Company desires that the Purchaser fund all or any portion of the Loan pursuant to the terms hereof, it shall deliver to the Purchaser a written notice (a “ Funding Request ”).

(b) The Company shall indicate in the Funding Request the amount it desires the Purchaser to fund; provided, however, that the minimum amount of any Funding Request by the Company shall be $1,000,000, unless less than $1,000,000 is available, in which case the minimum amount shall be such lesser amount left to be drawn down to reach the Maximum Loan Amount.

(c) Subject to Section 2.5 below, within ten (10) business days following a Funding Request, the Purchase shall fund such Tranche upon satisfaction of the other conditions contained in Section 6 hereof.

(d) The Company may not deliver a Funding Request more than once in any thirty (30) day period, and the Purchaser shall not be obligated to honor any such excess Funding Request(s).

2.5 Termination of Commitment. The Purchaser’s obligation to fund any portion of the Loan under this Agreement shall terminate on December 31, 2012; provided, however, that in the event the Purchaser receives a valid Funding Request prior to December 31, 2012, subject to the satisfaction of the other conditions contained in Section 6 hereof, the Purchaser shall fund the relevant Tranche in accordance with Section 2.4 above, even after December 31, 2012. For the purposes of clarity, the Purchaser shall not be obligated to honor any Funding Request received on December 31, 2012 or later.

2.6 Expenses. The Company agrees to pay duplicating and printing costs and charges for shipping the Note, adequately insured, to the Purchaser at such place as the Purchaser may designate, and all reasonable expenses of the Purchaser (including, without limitation, reasonable attorneys’ fees) relating to any proposed or actual amendment, waivers or consents, including, without limitation, any proposed or actual amendments, waivers or consents resulting from any work-out, re-negotiations or restructuring relating to the performance by the Company of its obligations under this Agreement and the Note. The Company agrees to protect and indemnify the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any person (other than any person engaged by the Holder (as defined in the Note)) in connection with the transactions contemplated by this Agreement.

3.	Representations And Warranties of the Company

A Schedule of Exceptions is attached hereto as Exhibit C (the “ Schedule of Exceptions ”). Except as set forth on the Schedule of Exceptions delivered to the Purchaser on the Effective Date, the Company hereby represents and warrants to the Purchaser as follows:

3.1 Organization; Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as now proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on its business, operations, assets, liabilities, condition (financial or otherwise), or results of operations (a “ Material Adverse Effect ”).

3.2 Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement, the Security Agreement, the Note and any other document provided for herein or by any of the foregoing (collectively, as the same may from to time be amended, modified, supplemented or restated, the “ Loan Documents ”) and to carry out and perform its obligations under the terms of the Loan Documents. For the avoidance of doubt, “Loan Documents” shall not include the Distribution Agreement (as defined below).

3.3 Authorization. All corporate action on the part of the Company necessary for the authorization, execution, delivery and performance of the Loan Documents by the Company and the performance of the Company’s obligations thereunder has been taken or will be taken prior to the Initial Closing, and shall not have been rescinded. The Loan Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to equitable principles, bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. The issuance of the Note pursuant to the provisions of this Agreement will not give rise to any preemptive rights or rights of first refusal granted by the Company, and the Note will be issued in compliance with all applicable federal and state securities laws, and will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders through no action of the Company.

3.4 Subsidiaries. The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity. The Company is not a participant in any joint venture, partnership or other arrangement.

3.5 Capitalization. The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) has been set forth in the SEC Reports (as defined below) and has changed since the latest date covered by such SEC Reports only to reflect issuances pursuant to facilities disclosed in the SEC Reports, stock option exercises and grants and warrant exercises that have not, individually or in the aggregate, had a material effect on the issued and outstanding capital stock, options and other securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase any capital stock of the Company. The rights, privileges and preferences of all of the Company’s capital stock are as stated in the Company’s certificate of incorporation or bylaws, a copy of which has been provided to counsel to the Purchaser. Except as set forth in the SEC Reports, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, for the purchase or acquisition from the Company, or to the best knowledge of the Company, from any of its shareholders, of any capital stock of the Company. The Company is not a party or subject to any agreement or understanding and, to the knowledge of the Company, there is no agreement or understanding between any persons and/or entities that affects or relates to the voting or giving of written consents with respect to any security of the Company. Except as set forth in the SEC Reports, no agreement between the Company and any holder of any securities or rights to purchase securities of the Company provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as a result of: (i) termination of employment (whether actual or constructive); (ii) any merger, consolidated sale of units or assets, change in control or any other transaction(s) by the Company; or (iii) the occurrence of any other event or combination of events.

3.6 No Conflicts. The execution, delivery and performance by the Company of the Loan Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Note) do not and will not (i) conflict with or violate any provisions of the Company’s certificate of incorporation or bylaws or otherwise result in a violation of the organizational documents of the Company, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject or decree (including federal and state securities laws and regulations and the rules and regulations, assuming the correctness of the representations and warranties made by the Purchaser, of any self regulatory organization to which the Company or its securities are subject), or by which any property or asset of the Company is bound or affected), except in the case of clause (iii) such as would not, individually or in the aggregate, have a Material Adverse Effect.

3.7 Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority or other third party, required on the part of the Company in connection with the valid execution and delivery of the Loan Documents or the consummation of any other transaction contemplated hereby shall have been obtained and will be effective at the Initial Closing.

3.8 Regulatory Permits. The Company possesses all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its business as currently conducted as described in the SEC Reports, including without limitation the Food and Drug Administration (the “ FDA ”), except where the failure to possess such permits, individually or in the aggregate, has not and would not have, individually or in the aggregate, a Material Adverse Effect (“ Material Permits ”), and (i) the Company has not received any notice of proceedings relating to the revocation or modification of any such Material Permits and (ii) the Company is unaware of any facts or circumstances that the Company would reasonably expect to give rise to the revocation or modification of any Material Permits.

3.9 SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), including pursuant to Section 13(a) or 15(d) thereof, for twelve (12) months preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ”), on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the date hereof, the Company is not aware of any event occurring on or prior to the Initial Closing (other than the transactions contemplated by the Loan Documents) that requires the filing of a Form 8-K after the Initial Closing. As of their respective filing dates, or to the extent corrected by a subsequent amendment, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and the Exchange Act and the rules and regulations of the United States Securities and Exchange Commission (the “ Commission ”) promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.10 Financial Statements. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by generally accepted accounting practices in the United States (“ GAAP ”), and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries taken as a whole as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

3.11 Material Contracts. Each of the Material Contracts to which the Company is a party or to which the property or assets of the Company is subject has been filed as an exhibit to the SEC Reports. The Material Contracts to which the Company is a party have been duly and validly authorized, executed and delivered by the Company and constitute the legal, valid and binding agreements of the Company, enforceable by and against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors’ rights generally, and general equitable principles relating to the availability of remedies, except as rights to indemnity or contribution may be limited by federal or state securities laws. “ Material Contract ” means any contract of the Company that has been filed or was required to have been filed as an exhibit to the SEC Reports pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

3.12 Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences.

3.13 Compliance. The Company (i) is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company), nor has the Company received written notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other Material Contract (whether or not such default or violation has been waived), (ii) is not in violation of any order of any court, arbitrator or governmental body having jurisdiction over the Company or its properties or assets, or (iii) is not or has not been in violation of, or in receipt of notice that it is in violation of, any statute, rule or regulation of any governmental authority applicable to the Company, including without limitation, all applicable rules and regulations of the FDA, and all applicable laws, statutes, ordinances, rules or regulations (including, without limitation, the Federal Food, Drug and Cosmetic Act of 1938, as amended and similar foreign laws and regulations) enforced by the FDA or equivalent foreign authorities, except in each case as would not, individually or in the aggregate, have a Material Adverse Effect.

3.14 Compliance with Other Instruments. The Company is not in violation of any term of its certificate of incorporation and bylaws, as amended to date, or, to the Company’s knowledge, of any term or provision of any material mortgage, indebtedness, indenture, contract, agreement, instrument, judgment, order or decree to which it is party or by which it is bound.

3.15 Litigation. There is no action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or, to the Company’s knowledge, threatened in writing (or otherwise overtly) against the Company or any of its respective properties or any officer, director or employee of the Company acting in his or her capacity as an officer, director or employee before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, regulatory authority, stock market, stock exchange or trading facility which (i) adversely affects or challenges the legality, validity or enforceability of any of the Loan Documents, (ii) involves a claim of violation of or liability under any federal, state, local or foreign laws governing the Company’s operations, including without limiting the generality of the foregoing, laws regulating the protection of human health, including without limiting the generality of the foregoing, laws relating to the manufacture, processing, packaging, labeling, marketing, distribution, use, inspection, treatment, storage, disposal, transport or handling of the Company’s products, and regulated or hazardous substances, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder, all as may be in effect from time to time and all successors, replacements and expansions thereof, (iii) involves injury to or death of any person arising from or relating to any of the Company’s products, or (iv) would reasonably be expected to, if there were an unfavorable decision, individually or in the aggregate, have a Material Adverse Effect. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act.

3.16 Environmental Matters. To the Company’s knowledge, the Company (i) is not in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “ Environmental Laws ”), (ii) does not own or operate any real property contaminated with any substance that is in violation of any Environmental Laws, (iii) is not liable for any off-site disposal or contamination pursuant to any Environmental Laws, or (iv) is not subject to any claim relating to any Environmental Laws; which violation, contamination, liability or claim has had or would have, individually or in the aggregate, a Material Adverse Effect; and there is no pending or, to the Company’s Knowledge, threatened investigation that might lead to such a claim.

3.17 Employees and Labor. The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the knowledge of the Company threatened, nor is the Company aware of any labor organization activity involving its employees. The employment of each officer and employee of the Company is terminable at the will of the Company. The Company has complied in all material respects with all applicable equal employment opportunity laws and with other laws related to employment. The Company is not aware that any officer or key employee of the Company intends to terminate his or her employment with the Company and the Company does not currently intend to terminate any such person. The Company does not have any Employee Benefit Plan as defined in the Employee Retirement Income Security Act of 1974, and the Company is not nor has it been obligated to contribute to any employee pension benefit plan that is or was a multi-employer plan within the meaning of Section 3(37) of such act.

3.18 Insurance. The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company believes to be prudent in the businesses and locations in which the Company is engaged. The Company has not received any notice of cancellation of any such insurance, nor does the Company have any knowledge that it will be unable to renew its existing insurance coverage for the Company as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

3.19 Tax Matters. The Company (i) has prepared and filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and (iii) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except, in the case of clauses (i) and (ii) above, where the failure to so pay or file any such tax, assessment, charge or return would not have a Material Adverse Effect.

3.20 Intellectual Property. The Company owns or possesses sufficient legal rights to all Proprietary Assets (as defined below) used by it in connection with the Company’s business, which represent all intellectual property rights necessary to the conduct of the Company’s business as now conducted and as presently contemplated to be conducted (collectively, the “ Company Proprietary Assets ”), without any conflict with, or infringement of, the rights of others. The transactions contemplated by the Loan Documents will have no adverse effect on the Company’s rights in and to the Company Proprietary Assets. There are no outstanding options, licenses or agreements of any kind relating to the Company Proprietary Assets, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to Proprietary Assets of any other person or entity, with the exception of the Licenses set forth in Exhibit C, the Schedule of Exceptions (collectively referred to as the “ Existing License Agreements ”).

To its knowledge and belief, the Company is not infringing, misappropriating or making any unlawful use of and has not at any time infringed, misappropriated or made any unlawful use of, any Proprietary Assets of any other person, corporation or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business, would violate any of the Proprietary Assets of any other person or entity. To the Company’s knowledge, no other person is infringing, misappropriating or making any unlawful use of, and no Proprietary Asset owned or used by any other person infringes or conflicts with, any of the Company Proprietary Assets. The Company has not received any notice to the effect that any patents or registered trademarks, service marks or registered copyrights held by the Company are invalid or not subsisting. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interest of the Company or that would conflict with the Company’s business. Neither the execution or delivery of this Agreement, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as proposed, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company. The Company has taken all commercially reasonable steps to protect and preserve the confidentiality of all the Company Proprietary Assets not otherwise protected by patents, patent applications or copyright. The Company is not a party to any non-competition or other similar restrictive agreement or arrangement relating to any business or service anywhere in the world. As used in this Agreement, “ Proprietary Assets ” means any patent, patent application, invention disclosure, trademark (whether registered or unregistered), trademark application, trade name, fictitious business name, service mark (whether registered or unregistered), service mark application, domain name, copyright (whether registered or unregistered), copyright application, moral rights, maskwork, maskwork application, trade secret, know-how, customer list, franchise, system, computer software, computer program, source code, invention (whether patentable or not), design, algorithm, process blueprint, engineering drawing, product, technology, intellectual property right or intangible asset owned, possessed or controlled on a proprietary basis.

3.21 Title to Assets. The Company does not own any real property. The Company has good and marketable title to all tangible personal property owned by it which is material to the business of the Company, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company. Any real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company.

3.22 Material Changes. Since the date of the latest financial statements included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or to be disclosed in filings made with the Commission, (iii) the Company has not mortgaged, pledged, transferred a security interest in, or allowed a lien to be created, with respect to any of its material properties or assets, except for Permitted Liens (as defined in the Security Agreement), (iv) the Company has not sold, assigned or transferred any Company Proprietary Assets except in the ordinary course of business as it may exist from time to time, (v) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (vi) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (vii) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports and (viii) there has not been any material change or amendment to, or any waiver of any material right under, any Material Contract under which the Company or any of its assets is bound or subject. Except for the issuance of the Note contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company or its business, properties, operations or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed at least one trading day prior to the date that this representation is made.

3.23 Transactions With Affiliates and Employees. None of the officers or directors of the Company and, to the Company’s knowledge, none of the employees of the Company, is presently a party to any transaction with the Company or to a presently contemplated transaction (other than for services as employees, officers and directors) that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated under the Securities Act, except as contemplated by the Loan Documents or set forth in the SEC Reports.

3.24 Full Disclosure. None of the Loan Documents, or the schedules and exhibits hereto and thereto, contain any untrue statement of a material fact nor, to the best of the Company’s knowledge, omit to state a material fact necessary in order to make the statements contained herein or therein not misleading.

3.25 Sarbanes-Oxley; Disclosure Controls. To the Company’s knowledge, the Company is in compliance in all material respects with all of the provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it, except where such noncompliance would not have, individually or in the aggregate, a Material Adverse Effect. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act).

4.	Representations and Warranties of the Purchaser

4.1 Organization; Authority. The Purchaser is an entity duly organized and validly existing under the laws of Japan with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Loan Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser. Each of this Agreement and the Loan Documents has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

4.2 No Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the Loan Documents and the consummation by the Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder.

5.	Events of Default; Remedies; Covenants

5.1 Events of Default. Each of the following shall constitute an event of default (each, an “ Event of Default ”) under this Agreement and the other Loan Documents:

(a) The Company fails to pay upon demand made by the Purchaser, at any time following the Maturity Date, any and all unpaid principal, accrued interest and all other amounts owing under any Loan Document;

(b) Any representation or warranty made by the Company in any of the Loan Documents shall prove, when given, to be false or misleading in any material respect;

(c) Except as set forth in Section 5.1(a) above, the Company breaches any covenant in, or fails to perform any obligation under, any Loan Document and has failed to cure such breach or failure within sixty (60) days after receipt of written notice of such breach or failure from the Purchaser;

(d) (i) That certain Distribution Agreement by and between the Company and the Purchaser entered into as of the date of this Agreement (the “ Distribution Agreement ”) is cancelled by the Purchaser for cause pursuant to Section 13.1 of the Distribution Agreement or (ii) the Distribution Agreement terminates in accordance with Section 12.2 of the Distribution Agreement;

(e) The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any general assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing;

(f) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within forty-five (45) days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company;

(g) Any declared default of the Company under any Indebtedness that gives the holder thereof the right to accelerate the principal and all accumulated interest amounts thereon, and the entire amount of such principal and interest amounts are in fact accelerated by the holder thereof. “ Indebtedness ” shall mean indebtedness for borrowed money evidenced by a promissory note or other similar agreement that provides for payment of interest based on a principal amount and includes the acceleration of payment of such principal amount upon certain events of default;

(h) The Company’s shareholders and/or directors affirmatively vote to liquidate, dissolve, or wind up the Company or the Company otherwise ceases to carry on its ongoing business operations;

(i) A judgment in the aggregate amount of $100,000 or more is rendered against the Company and is unsatisfied or unstayed for thirty (30) days;

(j) If (i) a material portion of the Company’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver and the attachment, seizure or levy is not removed in ten (10) days, (ii) the Company is enjoined, restrained, or prevented by a court order or other order of a governmental body from conducting its business, or (iii) notice of lien, levy, or assessment is filed against any of the Company’s assets by any court order or other order of any governmental body and it is not paid within thirty (30) days after the Company received notice thereof; or

(k) If, at any time, the Security Agreement shall be unenforceable or shall not be in full force and effect, or if, at any time, the Purchaser ceases to have a valid and perfected first priority security interest in any Collateral (as defined therein) purported to be covered thereby (to the extent a security interest in any Collateral can be perfected by the filing of a financing statement with the Delaware Department of State naming the Company as debtor and the Purchaser as secured party and sufficiently indicating the Collateral).

5.2 Remedies. Except as otherwise specifically set forth in the Note, upon the occurrence of any Event of Default, and while it is continuing, all unpaid principal on the Note, accrued and unpaid interest thereon and all other amounts owing under any of the Loan Documents shall, at the option the Purchaser, and, upon the occurrence of any Event of a Default pursuant to Section 5.1(e) or (f) above, automatically, be immediately due, payable and collectible by the Purchaser pursuant to applicable law. In the event of any Event of Default, the Company shall pay all reasonable attorneys’ fees and costs incurred by the Purchaser in enforcing and collecting the Note and the other Loan Documents. No right or remedy conferred upon or reserved to the Purchaser under this Agreement is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now and hereafter existing under applicable law.

5.3 Other Acceleration. In the event that the Company, or the surviving entity in the event of a merger or consolidation, notifies the Purchaser within ninety (90) days of a Change in Control that it has chosen to terminate the Distribution Agreement at any time on or after the first day of Contract Year 4 (as defined in the Distribution Agreement), upon such termination becoming effective, at the option of the Purchaser, all unpaid principal on the Note, accrued and unpaid interest thereon and all other amounts owing under any of the Loan Documents shall become immediately due, payable and collectible by the Purchaser pursuant to applicable law. In the event the Note is accelerated pursuant to this Section 5.3, the Company shall pay all reasonable attorneys’ fees and costs incurred by the Purchaser in enforcing and collecting the Note and the other Loan Documents. A “ Change in Control ” shall mean (i) any consolidation of the Company with or merger of the Company with or into another entity, or (ii) any sale, transfer or lease of all or substantially all the assets related to the Products (as defined in the Distribution Agreement), or (iii) any event in which any person or group of persons acting in concert acquires more than fifty percent (50%) of the voting stock of the Company.

5.4 Affirmative Covenants. The Company hereby covenants and agrees with the Purchaser as follows:

(a) As promptly as possible, the Company shall give written notice to the Purchaser of:

(i) Any litigation or administrative or regulatory proceeding affecting the Company where the amount claimed against the Company or the granting of the relief requested would have a Material Adverse Effect.

(ii) Any substantial dispute which may exist between the Company or any governmental or regulatory authority which would have a Material Adverse Effect.

(iii) The occurrence of any Event of Default.

(iv) The occurrence of a Change in Control.

(v) Any change in the location of any of the Company’s places of business or Collateral at least ten (10) days in advance of such change, or of the establishment of any new, or the discontinuance of any existing, place of business.

(vi) Any dispute or default by the Company or any other party under any joint venture, partnering, distribution, cross-licensing, strategic alliance, collaborative research or manufacturing, license or similar agreement which would reasonably be expected to have a Material Adverse Effect.

(vii) The date upon which the Company obtains Additional Equity Financing, in accordance with and as described in Section 1.5(b), above.

(b) As soon as available but no later than forty five (45) days after the end of each quarter, the Company’s unaudited balance sheet as of the end of such period, and the Company’s income statement for such period and for that portion of the Company’s financial reporting year ending with such period, prepared in accordance with GAAP (except that such statements may not contain all footnotes required by GAAP) and attested by a responsible financial officer of the Company as being complete and correct and fairly presenting the Company’s financial condition and the results of the Company’s operations, subject to normal recurring and year-end audit adjustments.

(c) Permit employees or agents of the Purchaser at such reasonable times and upon reasonable notice as the Purchaser may request, at the Company’s expense, to inspect the Company’s properties, and to examine, and make copies and memoranda of the Company’s books, accounts and records.

(d) Use commercially reasonable efforts to comply with all material laws, rules, regulations applicable to, and all orders and directives of any governmental or regulatory authority having jurisdiction over, the Company or the Company’s business, and with all material agreements to which the Company is a party.

(e) Pay all of the Company’s Indebtedness within a reasonable time of when such Indebtedness becomes due; pay all taxes and other governmental or regulatory assessments before delinquency or before any penalty attaches thereto, except as may be contested in good faith by the appropriate procedures and for which the Company shall maintain appropriate reserves; and timely file all required tax returns or extensions therefor.

(f) Obtain and keep in force insurance in such amounts and types as is usual and customary in the type of business conducted by the Company.

(g) Maintain and preserve the Company’s existence, present form of business, and all rights and privileges necessary or desirable in the normal course of its business; and keep all the Company’s property in good working order and condition, ordinary wear and tear excepted.

5.5 Negative Covenants. The Company hereby covenants and agrees with the Purchaser that it shall not, without the Purchaser’s prior written consent, take or authorize any of the following:

(a) Pledge its remaining Proprietary Assets as collateral to any other creditor so long as this Agreement is valid and any amounts remain outstanding under the Note, except for Permitted Liens.

(b) Except with contemporaneous notice to the Purchaser, the Company shall not sell, lease, transfer or otherwise dispose of any of its assets, except in the ordinary course of business, as it may exist from time to time and except for the Existing License Agreements. In the event that such a transfer also constitutes a Change in Control, the Company shall transfer to such successor entity this Agreement, the Note, and the Security Agreement to the same extent the Distribution Agreement is transferred to such successor entity.

(c) Be indebted for borrowed money, the deferred purchase price of property, or leases which would be capitalized in accordance with GAAP; or become liable as a surety, guarantor, accommodation party or otherwise for or upon the obligation of any other Person, except:

(i) Indebtedness incurred for the acquisition of supplies or inventory on normal trade credit.

(ii) Indebtedness of the Company under the Note.

(iii) Any additional Indebtedness so long as either (i) such Indebtedness is not secured by the Collateral, or (ii) if such Indebtedness is to be secured by the Collateral then the priority of any lien securing such Indebtedness and the rights of the holder thereof to enforce remedies against the Company’s interest in the Collateral following default have been made subordinate to the liens of the Purchaser under the Security Agreement pursuant to a written subordination agreement approved by the Purchaser in its reasonable discretion.

(iv) Any Indebtedness existing as of the Effective Date, as set forth on Section 5.5(c) of the Schedule of Exceptions.

(v) Indebtedness secured by Liens permitted by clause (c) of the definition of Permitted Liens.

6.	Conditions to Closing

6.1 Conditions to Purchaser’s Obligations at the Initial Closing. The obligation of the Purchaser to fund any Tranche of the Loan is subject to the fulfillment on or before the Initial Closing of each of the following conditions, which may be waived in writing by the Purchaser:

(a) Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true and correct in all material respects on and as of the Initial Closing with the same effect as though such representations and warranties had been made on and as of the date of the Initial Closing.

(b) Performance. The Company shall have performed and complied with all agreements, obligations, and conditions contained in the Loan Documents that are required to be performed or complied with by it on or before the Initial Closing.

(c) Qualifications. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Note shall be duly obtained and effective.

(d) Other Agreements. The Company shall have entered into the Security Agreement, attached hereto as Exhibit B as of the Initial Closing and the Distribution Agreement as of the Effective Date.

(e) Successful Deployment in a Clinical Case. Successful deployment, in the sole discretion of the Purchaser, of the Company’s [ * ] in a clinical case, currently scheduled in Germany for [ * ] , or at such other date or site as mutually agreed upon between the parties.

(f) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at each Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser’s counsel, which shall have received all such counterpart original and certified copies of such documents as it may reasonably request.

6.2 Conditions to Purchaser’s Obligations at the Additional Closings. The obligation of the Purchaser to fund any Additional Tranche of the Loan is subject to the fulfillment on or before the relevant Additional Closing of each of the following conditions, which may be waived in writing by the Purchaser

(a) Completion of Wet Lab . Satisfactory completion, in the sole discretion of the Purchaser, of a wet lab deploying the Company’s [ * ] , currently planned at the Company’s facilities for [ * ] , or at such other date as mutually agreed upon between the parties.

(b) Representations and Warranties. The representations and warranties of the Company contained in Section 3 were true on and correct in all material respects as of the Initial Closing and the representations and warranties of the Company contained in Section 3 shall be true and correct in all material respects on and as of each Additional Closing with the same effect as though such representations and warranties had been made on and as of the date of such Additional Closing.

(c) Performance. The Company shall have performed and complied with all agreements, obligations, and conditions contained in the Loan Documents that are required to be performed or complied with by it on or before such Additional Closing.

(d) Events of Default. No event shall have occurred and be continuing or would result from the consummation of the borrowing contemplated by such Additional Closing that would constitute an Event of Default.

(e) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at each Additional Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser’s counsel, which shall have received all such counterpart original and certified copies of such documents as it may reasonably request.

(f) Other Agreements. The Security Agreement, and the Distribution Agreement shall be in full force and effect, and the Company shall not be in breach or default of any material covenant, condition or other provision thereof beyond the applicable grace period, if any, specified therein, as of the date of each Additional Closing.

7.	Miscellaneous

7.1 Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

7.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York, as applied to agreements among New York residents, made and to be performed entirely within the State of New York.

7.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

7.5 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. The address for such notices and communications shall be as follows;

If to the Company:	Cardica, Inc. 900 Saginaw Drive Redwood City, California 94063 Telephone No.: (650) 364-9975 Facsimile No.: (650) 364-3134 Attention: Robert Y. Newell
With a copy to:	Cooley LLP 3175 Hanover Street Palo Alto, California 94304 Telephone No.: (650) 843-5000 Facsimile No.: (650) 849-7400 Attention: Suzanne Sawochka Hooper, Esq.
If to the Purchaser:	Century Medical, Inc. 1-11-2 Osaki, Shinagawa-ku Tokyo 141-8588, Japan Telephone No.: +81-3-3491-1552 Facsimile No.: +81-3-3491-0577 Attention: Mr. Shunzo Saegusa or such other address as may be designated in writing hereafter, in the same manner, by such Person.
With a copy to:	O’Melveny & Myers LLP Meiji Yasuda Seimei Bldg., 11F 2-1-1 Marunouchi, Chiyoda-ku Tokyo 100-0005, Japan Facsimile No.: +81-3-5293-2780 Attention: Dale Araki, Esq.

7.6 Dispute Resolution; Waiver of Jury Trial.

(a) Arbitration. In the event there arises a dispute between the parties as to the performance or interpretation of any of the provisions of this Agreement, or as to matters related to but not covered by this Agreement, then any such dispute shall be determined finally by final and binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association. The place of arbitration shall be San Francisco, California and the language of the arbitration shall be English. The arbitral tribunal shall consist of a single arbitrator. If the parties shall not have agreed upon an arbitrator within fifteen (15) days of the notice of arbitration, then the Administrator of the American Arbitration Association shall appoint one. The arbitrator may hold pre-hearing conferences or adopt other procedures. Discovery may be undertaken by either party. Any dispute with regard to the scope of necessity for any discovery shall be determined by the arbitrator in the arbitrator’s discretion. Each party will bear its own cost of presenting of defending its position in arbitration. The award of the arbitrator shall be final, binding and non-appealable, and judgment may be entered thereon in any court having jurisdiction thereof. Each of the parties intends that this dispute resolution process shall be the parties’ exclusive remedy for any dispute.

(b) Injunctive Relief. Notwithstanding the provisions of Section 7.6(a) above, either party may at any time seek from a court of competent jurisdiction any equitable, interim or provisional relief reasonably believed to be necessary to prevent a material diminution in the value of the Collateral or to otherwise avoid irreparable harm or injury.

(c) Waiver of Jury Trial. Each party hereto hereby irrevocably waives all right to trial by jury in any proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or any transaction or agreement contemplated hereby or the actions of any party hereto in the negotiation, administration, performance or enforcement hereof.

7.7 Amendment; Modification; Waiver. No amendment, modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Purchaser.

7.8 Indemnification; Exculpation. The Company shall pay and protect, defend and indemnify the Purchaser and the Purchaser’s employees, officers, managers, members, affiliates, correspondents, agents and representatives (other than the Purchaser, collectively “ Agents ”) against, and hold the Purchaser and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, reasonable attorneys’ fees and costs) and other amounts reasonably incurred by the Purchaser and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents or (ii) any contention that the Company has failed to comply with any law, rule, regulation, order or directive applicable to the Company’s business; provided , however , that this indemnification shall not apply to any of the foregoing incurred solely as the result of the Purchaser’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of the Company’s obligations to the Purchaser pursuant to the Loan Documents. For the avoidance of doubt, this Section 7.8 shall not apply to any claims, losses or expenses arising out of the Distribution Agreement.

7.9 Unenforceable Provisions. Any provision of any Loan Document executed by the Company which is prohibited or unenforceable in any jurisdiction, shall be so only as to such jurisdiction and only to the extent of such prohibition or unenforceability, but all the remaining provisions of any such Loan Document shall remain valid and enforceable.

7.10 Entire Agreement. This Agreement, the Exhibits hereto and the other Loan Documents constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.

[ Signature page follows ]

In Witness Whereof, the parties have executed this Secured Note Purchase Agreement as of the date first written above.

	Company:

	Cardica, Inc.


	By:	/s/ Bernard Hausen

	Name:	Bernard Hausen, MD

	Title:	President & CEO

	Purchaser:

	Century Medical, Inc.


	By:	/s/ Akira Hoshino

	Name:	Akira Hoshino

	Title:	President & CEO

Secured Note Purchase Agreement

Signature Page

SCHEDULES AND EXHIBITS

Exhibit A: Form of Secured Promissory Note

Exhibit B: Form of Security Agreement

Exhibit C: Schedule of Exceptions

Exhibit A

Form of Secured Promissory Note

Exhibit B

Form of Security Agreement

Exhibit C

Schedule of Exceptions

In connection with the Agreement of which this Exhibit forms a part, the Company hereby delivers this Schedule of Exceptions to the Company’s representations and warranties given in the Agreement. This Schedule of Exceptions and the information and disclosures contained herein are intended only to qualify and limit the representations, warranties and covenants of the Company contained in the Agreement, and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. The section numbers in this Schedule of Exceptions correspond to the section numbers in the Agreement; provided, however , that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated in any other section of the Agreement where such disclosure would be appropriate and reasonably apparent. Disclosure of any information or document herein is not a statement or admission that it is material or required to be disclosed herein.

Section 3.4

To the extent that the Existing License Agreements can be considered “other arrangements,” Cardica is a participant in those license agreements.

Section 3.5

After the date of the SEC Reports, the Company has issued an aggregate of 300,000 shares of its Common Stock to Aspire Capital Fund and an aggregate of 31,494 shares to McNicoll, Lewis & Vlak LLC (each pursuant to the arrangements disclosed in the SEC Reports).

Section 3.9

On or before September 7, 2011, the Company is required to file a Current Report on Form 8-K pertaining to executive compensation matters approved by the Board of Directors on August 31, 2011, including salary increases, fiscal year 2011 bonuses and the stock option grants referenced in the exception to Section 3.22 set forth below.

Section 3.20

The Company is a party to the following patent licenses:

An exclusive license to certain Company Proprietary Assets granted to Intuitive Surgical Operations, Inc., pursuant to that certain License Agreement dated August 16, 2010, in the field of robotics.

Exclusive licenses to certain Company Proprietary Assets granted to Cook Incorporated on December 9, 2005 and June 12, 2007, to proposed Cardica X-Port and PFO closure devices.

An exclusive license to certain Company Proprietary Assets granted to CardioThoracic Systems, Inc., a wholly-owned subsidiary of Guidant Corporation (now MAQUET Cardiovascular), on December 4, 2003, solely to make, have made, use, sell, have sold, and import the product designated in that license as the Heartstring aorta cutter.

Section 3.22

After the date of the SEC Reports, the Company granted options to purchase shares of the Company’s Common Stock pursuant to its 2005 Equity Incentive Plan to the Company’s executive officers.

Section 3.24

The PAS-Port® anastomosis system and the C-Port ® anastomosis system have been cleared for sale in the United States by the U.S. Food and Drug Administration (FDA).

The products designated as the Microcutter Xpress 30, the Microcutter Xpress 45, and the FleXchange in Schedule 1 of the Distribution Agreement have not been cleared for sale in the United States by the FDA. There is no guarantee and can be no guarantee that those products will be approved for sale in the United States by the FDA at any time in the future. Additionally, the timing and scope of the Company’s planned clinical trial related to the Microcutter Xpress 30 is uncertain.

Section 5.5(c)

Indebtedness owing to Dell Financial Services, L.L.C. pursuant to that certain revolving credit Account # 6879450204011224874, dated July 16, 2008 (as more particularly described in that Financing Statement No. 20082535548 filed on July 23, 2008 with the Delaware Department of State naming the Company as debtor and Dell as secured party).

SECURITY AGREEMENT

This Security Agreement dated as of September 2, 2011 (“ Security Agreement ”), is made by and between Cardica, Inc. , a Delaware corporation (the “ Grantor ”), and Century Medical, Inc. , a Japan corporation, or its assigns (the “ Secured Party ”).

Recitals

A. Pursuant to that certain Secured Note Purchase Agreement dated as of September 2, 2011 by and between Grantor and the Secured Party (as the same is amended and in effect from time to time, the “ Note Agreement ”), the Secured Party has agreed to make certain advances of money and to extend certain financial accommodation (the “ Loan ”) to Grantor as evidenced by that certain Secured Promissory Note dated as of the date hereof (as the same may from time to time be amended, modified, supplemented or restated, the “ Note ”), by and between Grantor and the Secured Party.

B. The Secured Party is willing to make the Loan to Grantor, but only upon the condition, among others, that Grantor shall have executed and delivered to the Secured Party this Security Agreement.

Agreement

Now, Therefore , in order to induce the Secured Party to make the Loan and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Grantor hereby represents, warrants, covenants and agrees as follows:

1. Defined Terms . When used in this Security Agreement the following terms shall have the following meanings (such meanings being equally applicable to both the singular and plural forms of the terms defined). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Note or the Note Agreement:

“ Bankruptcy Code ” means Title XI of the United States Code.

“ Collateral ” shall have the meaning assigned to such term in Section 2 of this Security Agreement.

“ Contracts ” means all contracts (including any customer, vendor, supplier, service or maintenance contract), leases, licenses, undertakings, purchase orders, permits, franchise agreements or other agreements (other than any right evidenced by Chattel Paper, Documents or Instruments), whether in written or electronic form, in or under which Grantor now holds or hereafter acquires any right, title or interest, including, without limitation, with respect to an Account, any agreement relating to the terms of payment or the terms of performance thereof.

“ Copyright License ” means any agreement, whether in written or electronic form, in which Grantor now holds or hereafter acquires any interest, granting any right in or to any

Copyright or Copyright registration (whether Grantor is the licensee or the licensor thereunder) including, without limitation, licenses pursuant to which Grantor has obtained the exclusive right to use a copyright owned by a third party.

“ Copyrights ” means all of the following now owned or hereafter acquired or created (as a work for hire for the benefit of Grantor) by Grantor or in which Grantor now holds or hereafter acquires or receives any right or interest, in whole or in part: (a) all copyrights, whether registered or unregistered, held pursuant to the laws of the United States, any State thereof or any other country; (b) registrations, applications, recordings and proceedings in the United States Copyright Office or in any similar office or agency of the United States, any State thereof or any other country; (c) any continuations, renewals or extensions thereof; (d) any registrations to be issued in any pending applications, and shall include any right or interest in and to work protectable by any of the foregoing which are presently or in the future owned, created or authorized (as a work for hire for the benefit of Grantor) or acquired by Grantor, in whole or in part; (e) prior versions of works covered by copyright and all works based upon, derived from or incorporating such works; (f) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect to copyrights, including, without limitation, damages, claims and recoveries for past, present or future infringement; (g) rights to sue for past, present and future infringements of any copyright; and (h) any other rights corresponding to any of the foregoing rights throughout the world.

“ Event of Default ” means any “Event of Default” as defined in the Note Agreement.

“ Intellectual Property ” means any intellectual property, in any medium, of any kind or nature whatsoever, now or hereafter owned or acquired or received by Grantor or in which Grantor now holds or hereafter acquires or receives any right or interest, and shall include, in any event, any Copyright, Trademark, Patent, trade secret, customer list, internet domain name (including any right related to the registration thereof), proprietary or confidential information, mask work, source, object or other programming code, invention (whether or not patented or patentable), technical information, procedure, design, knowledge, know-how, software, data base, data, skill, expertise, recipe, experience, process, model, drawing, material or record.

“ License ” means any Copyright License, Patent License, Trademark License or other license of rights or interests, whether in-bound or out-bound, whether in written or electronic form, now or hereafter owned or acquired or received by Grantor or in which Grantor now holds or hereafter acquires or receives any right or interest, and shall include any renewals or extensions of any of the foregoing thereof.

“ Lien ” means any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

“ Patent License ” means any agreement, whether in written or electronic form, in which Grantor now holds or hereafter acquires any interest, granting any right with respect to any invention on which a Patent is in existence (whether Grantor is the licensee or the licensor thereunder).

“ Patents ” means all of the following in which Grantor now holds or hereafter acquires any interest: (a) all letters patent of the United States or any other country, all registrations and recordings thereof and all applications for letters patent of the United States or any other country, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country; (b) all reissues, divisions, continuations, renewals, continuations-in-part or extensions thereof; (c) all petty patents, divisionals and patents of addition; (d) all patents to issue in any such applications; (e) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect to patents, including, without limitation, damages, claims and recoveries for past, present or future infringement; and (f) rights to sue for past, present and future infringements of any patent.

“ Permitted Lien ” means: (a) any Liens existing on the date of this Security Agreement and set forth on Schedule A attached hereto; (b) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings; provided the same have no priority over any of Secured Party’s security interests; (c) Liens (i) upon or in any Equipment acquired or held by Grantor to secure the purchase price of such Equipment or indebtedness (including capital leases) incurred solely for the purpose of financing the acquisition of such Equipment or (ii) existing on such Equipment at the time of its acquisition, provided that the Lien is confined solely to the Equipment so acquired, improvements thereon and the Proceeds of such Equipment; (d) leases or subleases and licenses or sublicenses granted to others in the ordinary course of Grantor’s business if such do not interfere in any material respect with the business of Grantor; (e) any right, title or interest of a licensor under a license; (f) Liens arising from judgments, decrees or attachments not constituting an Event of Default; (g) easements, reservations, rights-of-way, restrictions, minor defects or irregularities in title and other similar Liens affecting real property not interfering in any material respect with the ordinary conduct of the business of Grantor; (h) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (i) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (j) Liens on equipment and other personal property (including proceeds thereof and accessions thereto) securing capital or operating lease obligations, including without limitation sale and lease-back transactions; (k) Liens in favor of a depository bank or a securities intermediary pursuant to such depository bank’s or securities intermediary’s customary customer account agreement; provided that any such Liens shall at no time secure any indebtedness or obligations other than customary fees and charges payable to such depository bank or securities intermediary; (l) statutory or common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other similar Liens, arising in the ordinary course of business and securing obligations that are not yet delinquent or are being contested in good faith by appropriate proceedings; (m) Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds, and other obligations of like nature, in each case, in the ordinary course of business; (n) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; (o) pledges and deposits securing liability for reimbursement or indemnification obligations in respect of letters of credit or bank guarantees for the benefit of landlords; (p) Liens securing Indebtedness permitted under Section 5.5(c) of the Note Agreement; and (q) Liens incurred in connection with the extension, renewal or refinancing of indebtedness secured by Liens permitted under the preceding clauses, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase.

“ Secured Obligations ” means (a) the obligation of Grantor to repay the Secured Party all of the unpaid principal amount of, and accrued interest on (including any interest that accrues after the commencement of bankruptcy), the Loan or to perform any other obligation under the Note and (b) the obligation of Grantor to pay any fees, costs and expenses of the Secured Party under the Loan Documents or under Section 6(d) hereof and (c) all other indebtedness, liabilities and obligations of Grantor to the Secured Party, whether now existing or hereafter incurred, arising from or in connection with any Loan Document.

“ Security Agreement ” means this Security Agreement and all Schedules hereto, as the same may from time to time be amended, modified, supplemented or restated.

“ Trademark License ” means any agreement, whether in written or electronic form, in which Grantor now holds or hereafter acquires any interest, granting any right in and to any Trademark or Trademark registration (whether Grantor is the licensee or the licensor thereunder).

“ Trademarks ” means any of the following in which Grantor now holds or hereafter acquires any interest: (a) any trademarks, tradenames, corporate names, company names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof and any applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country (collectively, the “ Marks ”); (b) any reissues, extensions or renewals thereof; (c) the goodwill of the business symbolized by or associated with the Marks; (d) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect to the Marks, including, without limitation, damages, claims and recoveries for past, present or future infringement; and (e) rights to sue for past, present and future infringements of the Marks.

“ UCC ” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York and each reference in this Security Agreement to an Article thereof (denoted as a Division of the UCC as adopted and in effect in the State of New York) shall refer to that Article (or Division, as applicable) as from time to time in effect; provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the Secured Party’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “ UCC ” shall mean the Uniform Commercial Code (including the Articles thereof) as in effect at such time in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

In addition, the following terms shall be defined terms having the meaning set forth for such terms in the UCC: “Account” (including health-care-insurance receivables), “Account Debtor”, “Chattel Paper” (including tangible and electronic chattel paper), “Commercial Tort Claims”, “Commodity Account”, “Deposit Account”, “Documents”, “Equipment” (including all accessions and additions thereto), “Fixtures”, “General Intangible” (including payment intangibles and software), “Goods,” “Instrument”, “Inventory” (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), “Investment Property” (including securities and securities entitlements), “Letter-of-Credit Right” (whether or not the letter of credit is evidenced by a writing), “Payment Intangibles”, “Proceeds”, “Promissory Notes”, “Securities Account”, and “Supporting Obligations”. Each of the foregoing defined terms shall include all of such items now owned, or hereafter acquired, by Grantor.

2. Grant of Security Interest .

(a) As collateral security for the full, prompt, complete and final payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all the Secured Obligations and in order to induce the Secured Party to cause the Loan to be made, Grantor hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the Secured Party, and hereby grants to the Secured Party, a first priority security interest in all of Grantor’s right, title and interest in, to and under the following, whether now owned or hereafter acquired and wherever located, (all of which being collectively referred to herein as the “ Collateral ”):

(i) Accounts; (ii) Chattel Paper; (iii) Commercial Tort Claims; (iv) Contracts (excluding Licenses); (v) Deposit Accounts; (vi) Documents; (vii) Equipment; (viii) Fixtures; (ix) Goods; (x) All Intellectual Property and Licenses of Grantor related to the Company’s PAS-Port™ product, including, without limitation, Payment Intangibles; (xi) Instruments, including, without limitation, Promissory Notes; (xii) Inventory; (xiii) Investment Property; (xiv) Letter-of Credit Rights; (xv) Supporting Obligations; (xvi) Commodity Accounts and Securities Accounts; (xvii) all property of Grantor held by the Secured Party, or any other party for whom the Secured Party is acting as agent hereunder, including, without limitation, all property of every-description now or hereafter in the possession or custody of or in transit to the Secured Party or such other party for any purpose, including, without limitation, safekeeping, collection or pledge, for the account of Grantor, or as to which Grantor may have any right or power; all other goods and personal property of Grantor, wherever located, whether tangible or intangible (but, with respect to intangible property, only to the extent otherwise granted pursuant to this Section 2), and whether now owned or hereafter acquired, existing, leased or consigned by or to Grantor; and (xviii) to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for and rents, profits and products of each of the foregoing.

(b) Notwithstanding the foregoing provisions of this Section 2, the grant, assignment and transfer of a security interest as provided herein shall not extend to, and the term “Collateral” shall not include: (a) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise or (b) any Contract, Instrument or Chattel Paper in which Grantor has any right, title or interest if and to the extent such Contract, Instrument or Chattel Paper includes a provision containing a restriction on assignment such that the creation of a security interest in the right, title or interest of Grantor therein would be prohibited and would, in and of itself, cause or result in a default thereunder enabling another person party to such Contract, Instrument or Chattel Paper to enforce any remedy with respect thereto; provided that the foregoing exclusion shall not apply if (i) such prohibition has been waived or such other person has otherwise consented to the creation hereunder of a security interest in such Contract, Instrument or Chattel Paper or (ii) such prohibition would be rendered ineffective pursuant to Sections 9-406(d), 9-407(a) or 9-408(a) of the UCC, as applicable and as then in effect in any relevant jurisdiction, or any other applicable law (including the Bankruptcy Code) or principles of equity); provided further that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Grantor shall be deemed to have granted a security interest in, all its rights, title and interests in and to such Contract, Instrument or Chattel Paper as if such provision had never been in effect; and provided further that the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect the Secured Party’s unconditional continuing security interest in and to all rights, title and interests of Grantor in or to any payment obligations or other rights to receive monies due or to become due under any such Contract, Instrument or Chattel Paper and in any such monies and other proceeds of such Contract, Instrument or Chattel Paper.

(c) If and to the extent Secured Party is granted a security interest in any of the Licensed IP (as such term is defined in the Intuitive License Agreement), Secured Party hereby recognizes the validity of the preexisting licenses and sublicenses granted to Intuitive under Section 2 of the Intuitive License Agreement and agrees that it takes such security interest subject to such preexisting licenses, sublicenses and the terms of the Intuitive License Agreement.

3. Rights Of Secured Party; Collection Of Accounts .

(a) Notwithstanding anything contained in this Security Agreement to the contrary, Grantor expressly agrees that it shall remain liable under each of its Contracts and each of its Licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder and that it shall perform all of its duties and obligations thereunder, all in accordance with and pursuant to the terms and provisions of each such Contract or License. The Secured Party shall not have any obligation or liability under any Contract or License by reason of or arising out of this Security Agreement or the granting to the Secured Party of a lien therein or the receipt by the Secured Party of any payment relating to any Contract or License pursuant hereto, nor shall the Secured Party be required or obligated in any manner to perform or fulfill any of the obligations of Grantor under or pursuant to any Contract or License, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contract or License, or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

(b) The Secured Party authorizes Grantor to collect its Accounts provided that such collection is performed in a prudent and businesslike manner, and Secured Party may, upon the occurrence and during the continuation of any Event of Default or acceleration pursuant to Section 5.3 of the Note Agreement (“ Other Acceleration ”), and without notice, limit or terminate said authority at any time. Upon the occurrence and during the continuance of any Event of Default or Other Acceleration, at the request of the Secured Party, Grantor shall deliver all original and other documents evidencing and relating to the performance of labor or service which created such Accounts, including, without limitation, all original orders, invoices and shipping receipts.

(c) The Secured Party may at any time, upon the occurrence and during the continuance of any Event of Default or Other Acceleration, notify Account Debtors of Grantor, without notifying Grantor of its intention to do so, parties to the Contracts of Grantor, obligors in respect of Instruments of Grantor and obligors in respect of Chattel Paper of Grantor that the Accounts and the right, title and interest of Grantor in and under such Contracts, Instruments and Chattel Paper have been assigned to the Secured Party and that payments shall be made directly to the Secured Party. Upon the request of the Secured Party, Grantor shall so notify such Account Debtors, parties to such Contracts, obligors in respect of such Instruments and obligors in respect of such Chattel Paper. Upon the occurrence and during the continuance of any Event of Default or Other Acceleration, the Secured Party may, in its name or in the name of others, communicate with such Account Debtors, parties to such Contracts, obligors in respect of such Instruments and obligors in respect of such Chattel Paper to verify with such parties, to the Secured Party’s satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper.

4. Representations And Warranties . Grantor hereby represents and warrants to the Secured Party that:

(a) Except for the security interest granted to the Secured Party under this Security Agreement and Permitted Liens, Grantor is the sole legal and equitable owner of each item of the Collateral in which it purports to grant a security interest hereunder having good and marketable title thereto, free and clear of any and all Liens.

(b) No effective security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral exists, except such as may have been filed by Grantor in favor of the Secured Party pursuant to this Security Agreement and except for Permitted Liens.

(c) Subject to Section 9-108(e)(1) (in the case of a description of a Commercial Tort Claim), this Security Agreement creates a legal, valid and first priority security interest on and in all of the Collateral in which Grantor now has rights and will create a legal and valid security interest in the Collateral in which Grantor later acquires rights.

(d) Grantor’s taxpayer identification number is, and chief executive office, principal place of business, and the place where Grantor maintains its records concerning the Collateral are presently located at the address set forth on the signature page hereof. Grantor is a corporation duly organized under the laws of the State of Delaware and its exact legal name is as set forth on the signature page hereof. The tangible Collateral is presently located at such address and at such additional addresses set forth on Schedule B attached hereto.

(e) The name and address of each depository institution at which Grantor maintains any Deposit Account and the account number and account name of each such Deposit Account is listed on Schedule C attached hereto. The name and address of each securities intermediary or commodity intermediary at which Grantor maintains any Securities Account or Commodity Account and the account number and account name is listed on Schedule C attached hereto. Grantor agrees to amend Schedule C to reflect the opening of any additional Deposit Account, Securities Account or Commodity Account, or closing or changing the account name or number on any existing Deposit Account, Securities Account, or Commodity Account.

(f) All Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses related to Grantor’s PAS-Port™ product now owned or held by Grantor are listed on Schedule D attached hereto, each of which, and any amendment of Schedule D hereafter, is deemed to be the confidential information of Grantor and which Secured Party will not disclose to any other person or entity except to the extent necessary to perfect Secured Party’s security interest in such property. Grantor shall amend Schedule D from time to time within forty-five (45) days after the end of each quarter to indicate the filing of any application for a Patent, Trademark or Copyright or the issuance of any Patent or registration of any Trademark or Copyright or to reflect any other additions or deletions from this list.

5. Covenants . Unless the Secured Party otherwise consents, Grantor covenants and agrees with the Secured Party that from and after the date of this Security Agreement and until the Secured Obligations (other than inchoate indemnity obligations) have been performed and paid in full:

5.1 Disposition of Collateral. Except with contemporaneous notice to the Secured Party, Grantor shall not sell, lease, transfer or otherwise dispose of any of the Collateral, Intellectual Property or Licenses of the Company, except in the ordinary course of business, as it may exist from time to time, and except for the Existing License Agreements.

5.2 Change of Jurisdiction of Organization, Relocation of Business. Grantor shall not change its jurisdiction of organization or relocate its chief executive office, principal place of business or its records from such address(es) provided to the Secured Party pursuant to Section 4(d) above without at least seven (7) days’ prior notice to the Secured Party.

5.3 Limitation on Liens on Collateral, Intellectual Property or Licenses. Grantor shall not, directly or indirectly, create, permit or suffer to exist, and shall defend the Collateral and its Intellectual Property and Licenses against and take such other action as is necessary to remove, any Lien on the Collateral or its Intellectual Property or Licenses, except (a) Permitted Liens and (b) the Lien granted to the Secured Party under this Security Agreement.

5.4 Taxes, Assessments, Etc. Grantor shall pay promptly when due all property and other taxes, assessments and government charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment, Fixtures or Inventory, except to the extent the validity or amount thereof is being contested in good faith and adequate reserves are being maintained in connection therewith.

5.5 Notification Regarding Changes in Intellectual Property or Licenses. Subject to Secured Party’s obligation to hold such information confidential as described in Section 4(f) above, Grantor shall advise the Secured Party in accordance with Section 4(f) above of any subsequent ownership right or interest of the Grantor in or to any Intellectual Property or License not specified on Schedule D hereto and shall permit the Secured Party to amend such Schedule, as necessary, to reflect any addition or deletion to such ownership rights.

5.6 Defense of Intellectual Property and Licenses. Grantor shall (i) protect, defend and maintain the validity and enforceability of all Intellectual Property and Licenses material to Grantor’s business, (ii) use its best efforts to detect infringements of all Intellectual Property material to Grantor’s business and promptly advise the Secured Party in writing of material infringements detected and (iii) not allow any Copyrights, Patents or Trademarks to be abandoned, forfeited or dedicated to the public without the written consent of the Secured Party, unless reasonable business practice would determine that any such abandonment is appropriate.

5.7 Further Assurances.

(a) At any time and from time to time, upon the written request of the Secured Party, and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Secured Party may reasonably deem necessary or desirable to obtain the full benefits of this Security Agreement, including, without limitation, (a) executing, delivering and causing to be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, (b) at the Secured Party’s reasonable request, filing or cooperating with the Secured Party in filing any forms or other documents required to be recorded with the United States Patent and Trademark Office or the United States Copyright Office, (c) at the Secured Party’s reasonable request, placing the interest of the Secured Party as lienholder on the certificate of title (or similar evidence of ownership) of any vehicle, watercraft or other Equipment constituting Collateral owned by Grantor which is covered by a certificate of title (or similar evidence of ownership), (d) at the Secured Party’s reasonable request, executing and delivering and using commercially reasonable efforts to cause the applicable depository institution, securities intermediary, commodity intermediary or issuer or nominated party under a letter of credit to execute and deliver a collateral control agreement with respect to any Deposit Account, Securities Account or Commodity Account or Letter-of-Credit Right in or to which Grantor has any right or interest and (e) at the Secured Party’s reasonable request, using commercially reasonable efforts to obtain acknowledgments from bailees having possession of any Collateral and waivers of liens from landlords and mortgagees of any location where any of the Collateral may from time to time be stored or located. Secured Party may at any time and from time to time file financing statements, continuation statements and amendments thereto that describe the Collateral as all assets of Grantor or words of similar effect.

(b) Any such financing statements, continuation statements or amendments may be signed by Secured Party on behalf of Grantor and may be filed by Secured Party at any time in any jurisdiction. Grantor also hereby authorizes the Secured Party to file any such financing or continuation statement without the signature of Grantor. Grantor agrees to promptly reimburse Secured Party for all reasonable costs and expenses incurred in preparing and filing any such financing statement, continuation statement or amendment, including reasonable attorneys’ fees.

6. Rights And Remedies Upon Default. Beginning on the date which is one (1) business day after any Event of Default shall have occurred and while such Event of Default is continuing:

(a) The Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement or any other Loan Document all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event the Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person, may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the manner provided herein) the Collateral, and in connection with the liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any Trademark, Copyright, or process used or owned by Grantor and (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at the Secured Party’s offices or elsewhere at such prices as it may deem commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Grantor further agrees, at the Secured Party’s request, to assemble its Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at Grantor’s premises or elsewhere. The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 6(f), below, with Grantor remaining liable for any deficiency remaining unpaid after such application. Grantor agrees that the Secured Party need not give more than twenty (20) days’ notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the reasonable attorney costs of any attorneys employed by Secured Party to collect such deficiency.

(b) As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when the Secured Party shall determine to exercise its right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended the “ Act ”), the Secured Party may, in its discretion (subject only to applicable requirements of law), sell such Collateral or part thereof by private sale in such manner and under such circumstances as the Secured Party may deem necessary or advisable, but subject to the other requirements of this Section 6(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Secured Party may, in its discretion, (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 6(b), if any of such Collateral shall not be freely distributable to the public without registration under the Act at the time of any proposed sale hereunder, then the Secured Party shall not be required to effect such registration or cause the same to be effected but may, in its discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the Secured Party may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws.

(c) Grantor agrees that in any sale of any of such Collateral, whether at a foreclosure sale or otherwise, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Secured Party be liable nor accountable to Grantor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

(d) Grantor also agrees to pay all fees, costs and expenses of the Secured Party, including, without limitation, reasonable attorneys’ fees, incurred in connection with the enforcement of any of its rights and remedies hereunder.

(e) Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.

(f) The Proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be distributed by the Secured Party in the following order of priorities:

First , to the Secured Party in an amount sufficient to pay in full the reasonable costs of the Secured Party in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and advances incurred or made by the Secured Party in connection therewith, including, without limitation, reasonable attorneys’ fees;

Second , to the Secured Party in an amount equal to the then unpaid Secured Obligations; and

Finally , upon payment in full of the Secured Obligations, to Grantor or its representatives, in accordance with the UCC or as a court of competent jurisdiction may direct.

7. Indemnity . Grantor agrees to defend, indemnify and hold harmless the Secured Party and their officers, employees, and agents (each an “ Indemnified Person ”) against (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Security Agreement and (b) all losses or expenses in any way suffered, incurred, or paid by the Secured Party as a result of or in any way arising out of, following or consequential to transactions between or among the Secured Party and Grantor, whether under this Security Agreement or otherwise (including without limitation, reasonable attorneys fees and expenses), except for losses arising from or out of any Indemnified Person’s gross negligence or willful misconduct. For the avoidance of doubt, this Section 7 shall not apply to any claims, losses or expenses arising out of the Distribution Agreement.

8. Limitation on Secured Party’s Duty in Respect of Collateral . Secured Party shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it takes such action as Grantor requests in writing, but failure of Secured Party to comply with any such request shall not in itself be deemed a failure to act reasonably, and no failure of Secured Party to do any act not so requested shall be deemed a failure to act reasonably.

9. Reinstatement . This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Grantor for liquidation or reorganization, should Grantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of Grantor’s property and assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

10. Miscellaneous.

10.1 Waivers; Modifications; Amendments. None of the terms or provisions of this Security Agreement may be waived, altered, modified or amended except with the written consent of the Grantor and the Secured Party.

10.2 Termination of this Security Agreement. Subject to Section 9 hereof, this Security Agreement shall terminate upon the payment and performance in full of the Secured Obligations (other than inchoate indemnity obligations) and Secured Party shall immediately thereafter execute and deliver to Grantor such documents as shall be reasonably necessary to reconvey to Grantor any interest Secured Party may have in the Collateral.

10.3 Successor and Assigns. This Security Agreement and all obligations of Grantor hereunder shall be binding upon the successors and assigns of Grantor, and shall, together with the rights and remedies of the Secured Party hereunder, inure to the benefit of the Secured Party, any future holder of any of the indebtedness and their respective successors and assigns. No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Secured Obligations or any portion thereof or interest therein shall in any manner affect the lien granted to the Secured Party hereunder.

10.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

10.5 Notices. All notices required or permitted hereunder shall be in writing and shall be given in the manner and to the addresses set forth in the Note Agreement.

10.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.7 Governing Law. In all respects, including all matters of construction, validity and performance, this Security Agreement and the Secured Obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to contracts made and performed in such state, without regard to the principles thereof regarding conflict of laws, except to the extent that the UCC provides for the application of the law of a different jurisdiction.

[ Signature page follows ]

In Witness Whereof , each of the parties hereto has caused this Security Agreement to be executed and delivered by its duly authorized officer on the date first set forth above.

Address Of Grantor 900 Saginaw Drive Redwood City, CA 94063	Cardica, Inc. , as Grantor By: /s/ Bernard Hausen Printed Name: Bernard Hausen, MD Title: President
Taxpayer Identification Number of Grantor 94-3287832	Jurisdiction of Organization of Grantor Delaware
	Accepted And Acknowledged By: Century Medical, Inc. By: /s/ Akira Hoshino Printed Name: Akira Hoshino Title: President & CEO

[Signature page to Security Agreement]

Schedule A

LIENS EXISTING ON THE DATE OF THIS SECURITY AGREEMENT

A Lien in favor of Dell Financial Services, L.L.C. (as more particularly described in that Financing Statement No. 20082535548 filed on July 23, 2008 with the Delaware Department of State naming Grantor as debtor and Dell as secured party).

Schedule B

LOCATION OF COLLATERAL

Entity	Address
Cardica, Inc.	900 Saginaw Drive Redwood City, CA 94063

Schedule C

DEPOSIT ACCOUNTS, SECURITIES ACCOUNTS AND COMMODITY ACCOUNTS

(Including Grantor, Type of Account, Account Name, Account Number and Name of Institution/Intermediary)

Bank Account Information: [ * ]

Grantor: Cardica, Inc.

Type of Account: Checking Account

Account Name: Cardica, Inc.

Name of Institution: [ * ]

Account number: [ * ]

Routing number: [ * ]

SWIFT Code: [ * ]

Bank Account Information: [ * ]

Grantor: Cardica, Inc.

Type of Account: [ * ]

Account Name: Cardica, Inc.

Name of Institution: [ * ]

Account number: [ * ]

Routing number: [ * ]

Schedule D

COPYRIGHTS, COPYRIGHT LICENSES, PATENTS, PATENT LICENSES, TRADEMARKS AND TRADEMARK LICENSES

Issued Patents Covering PAS-Port

	Patent Number	Title
1	6,371,964	Trocar for Use in Deploying an Anastomosis Device and Method of Performing Anastomosis
2	6,402,764	Everter and Threadthrough System for Attaching Graft Vessel to Anastomosis Device
3	6,419,681	Implantable Medical Device Such as an Anastomosis Device
4	6,428,550	Sutureless Closure and Deployment System for Connecting Blood Vessels
5	6,461,320	Method and System for Attaching a Graft to a Blood Vessel
6	6,471,713	System for Deploying an Anastomosis Device and Method of performing anastomosis
7	6,537,288	Implantable Medical Device Such as an Anastomosis Device
8	6,652,541	Method of Sutureless Closure for Connecting Blood Vessels
9	6,666,832	Surgical Measurement Tool
10	6,673,088	Tissue Punch
11	6,719,769	Integrated Anastomosis Tool with Graft Vessel Attachment Device and Cutting Device
12	6,786,914	Sutureless Closure and Deployment System for Connecting Blood Vessels
13	6,821,286	System for Preparing a Graft Vessel for Anastomosis
14	6,893,449	Device for Cutting and Anastomosing Tissue
15	6,955,679	Everter and Threadthrough System for Attaching Graft Vessel to Anastomosis Device
16	6,962,595	Integrated Anastomosis System
17	7,004,949	Method and System for Attaching a Graft to a Blood Vessel
18	7,014,618	Surgical Measurement Tool
19	7,029,482	Integrated Anastomosis System
20	7,041,110	Method and System for Attaching a Graft to a Blood Vessel

21	7,048,751	Implantable Medical Device Such as an Anastomosis Device
22	7,172,608	Sutureless Closure and Deployment System for Connecting Blood Vessels
23	7,175,637	Sutureless Closure and Deployment System for Connecting Blood Vessels
24	7,223,274	Method of Performing Anastomosis
25	7,309,343	Method for Cutting tissue
26	7,335,216	Tool for Creating an Opening in Tissue
27	7,357,807	Integrated Anastomosis Tool with Graft Vessel Attachment Device and Cutting Device
28	7,427,261	System for Preparing a Graft Vessel for Anastomosis
29	7,455,677	Anastomosis Device Having a Deployable Section
30	7,468,066	Trocar for Use in Deploying an Anastomosis Device and Method of Performing Anastomosis
31	7,520,885	Functional Package for an Anastomosis Procedure
32	7,611,523	Method for Sutureless Connection of Vessels
33	8,012,164	Method and Apparatus for Creating an Opening in the Wall of a Tubular Vessel
34	DE69934319T2	Method and System for Attaching a Graft to a Blood Vessel
35	ES2277445	Method and System for Attaching a Graft to a Blood Vessel
36	68251BE/2007 (Italy)	Method and System for Attaching a Graft to a Blood Vessel
37	DE 100 84 618	Trocar for Use in Deploying an Anastomosis Device and Method of Performing Anastomosis
38	DE 100 84 620	Sutureless Closure and Deployment System for Connecting Blood Vessels
39	EP 1105069	Method and System for Attaching a Graft to a Blood Vessel

Delaware		94-3287832
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

900 Saginaw Drive
Redwood City, California		94063
(Address of Principal Executive Offices)		(Zip Code)

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements (unaudited)

a. Condensed Balance Sheets at September 30, 2011 and June 30, 2011		3

b. Condensed Statements of Operations for the three months ended September 30, 2011 and 2010		4

c. Condensed Statements of Cash Flows for the three months ended September 30, 2011 and 2010		5

d. Notes to Condensed Financial Statements		6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		13

Item 3. Quantitative and Qualitative Disclosures About Market Risk		19

Item 4. Controls and Procedures		19

PART II. OTHER INFORMATION

Item 1A. Risk Factors		20

Item 6. Exhibits		40

SIGNATURES		41

	September 30, 2011			June 30, 2011
	(Unaudited)			(Note 1)
Assets
Current assets
Cash and cash equivalents	$	5,912		$	7,832
Short-term investments	3,162			1,493
Accounts receivable	262			327
Inventories	778			840
Prepaid expenses and other current assets	289			160
Total current assets	10,403			10,652

Property and equipment, net	1,271			714
Restricted cash	104			104
Total assets	$	11,778		$	11,470

Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	1,100		$	618
Accrued compensation	369			530
Other accrued liabilities	365			289
Current portion of deferred revenue	738			738
Total current liabilities	2,572			2,175

Note payable and other non-current liabilities	2,362			433
Total liabilities	4,934			2,608

Commitments and contingencies

Stockholders' equity
Preferred stock, $0.001 par value: 5,000,000 shares authorized: no shares issued and outstanding at September 30, 2011 and June 30, 2011	—			—
Common stock, $0.001 par value: 65,000,000 shares authorized: 27,071,679 and 26,635,115 shares issued and outstanding at September 30, 2011 and June 30, 2011, respectively	27			27
Additional paid-in capital	134,320			133,281
Treasury stock at cost (66,227 shares at September 30, 2011 and June 30, 2011)	(596		)	(596		)
Accumulated comprehensive loss	(3		)	(1		)
Accumulated deficit	(126,904		)	(123,849		)
Total stockholders' equity	6,844			8,862
Total liabilities and stockholders' equity	$	11,778		$	11,470

	Three months ended
	September 30,
	2011			2010
Net revenue
Product sales, net	$	767		$	995
License and development revenue	84			9,025
Royalty revenue	19			22
Total net revenue	870			10,042

Operating costs and expenses
Cost of product sales	827			944
Research and development	1,557			1,375
Selling, general and administrative	1,541			1,495
Total operating costs and expenses	3,925			3,814

Income (loss) from operations	(3,055		)	6,228

Interest income	1			8
Interest expense	—			(11		)
Other income (expense), net	(1		)	(2		)
Net income (loss)	$	(3,055	)	$	6,223
Basic net income (loss) per common share	$	(0.11	)	$	0.25
Diluted net income (loss) per common share	$	(0.11	)	$	0.24

Shares used in computing net income (loss) per common share
Basic	26,806			24,623
Diluted	26,806			26,000

	Three months ended
	September 30,
	2011			2010
Operating activities:
Net income (loss)	$	(3,055	)	$	6,223
Adjustments to reconcile net cash provided by (used in) operating activities:
Depreciation and amortization	162			193
Stock-based compensation expenses	136			244
Changes in assets and liabilities:
Accounts receivable	65			12
Prepaid expenses and other current assets	(129		)	47
Inventories	62			280
Accounts payable and other accrued liabilities	558			(148		)
Accrued compensation	(161		)	(87		)
Deferred revenue	(83		)	963
Deferred rent	12			2
Net cash provided by (used in) operating activities	(2,433		)	7,729

Investing activities:
Purchases of property and equipment	(719		)	(7		)
Purchases of short-term investments	(1,671		)	—
Net cash used in investing activities	(2,390		)	(7		)

Financing activities:
Net proceeds from issuance of common stock	903			2,011
Proceeds from (Repayment of) notes payable	2,000			(1,400		)
Net cash provided by financing activities	2,903			611

Net increase (decrease) in cash and cash equivalents	(1,920		)	8,333
Cash and cash equivalents at beginning of period	7,832			6,561
Cash and cash equivalents at end of period	$	5,912		$	14,894

[x]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2011

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

Level 1 -		Quoted prices in active markets for identical assets or liabilities.

Level 2 -		Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 -		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

	As of September 30, 2011
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	2,333	$	—	$	—	$	2,333
Short-term investments:
Corporate debt securities		—		2,912		—		2,912
Federal agency bond		—		250		—		250

Total assets at fair value	$	2,333	$	3,162	$	—	$	5,495

	As of June 30, 2011
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	4,016	$	—	$	—	$	4,016
Short-term investments:
Corporate debt securities		—		1,243		—		1,243
Federal agency bond		—		250		—		250

Total assets at fair value	$	4,016	$	1,493	$	—	$	5,509

	As of September 30, 2011
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-sale securities:
Corporate debt securities	$	2,915	$	—	$	(3	)	$	2,915
Federal agency bond	$	250		—		—			250

Total	$	3,165	$	—	$	(3	)	$	3,162

	September 30, 2011		June 30, 2011
Raw materials	$	286	$	341
Work in progress	236		112
Finished goods	256		387
	$	778	$	840

Fiscal year ending June 30,	Operating Leases
2012 (remaining nine months)	$	476
2013		652
2014		688
2015		728
2016		124
Total minimum lease payments	$	2,668

Contractual Obligations:	Total		Less Than 1 Year		1-3 Years		4-5 Years		More Than 5 Years
Operating lease obligations	$	2,668	$	476	$	2,068	$	124	$	—
Notes payable, including interest		2,500		75		300		2,125		—
Total	$	5,168	$	551	$	2,368	$	2,249	$	—

Exhibit No.		Description.
3.1		Amended and Restated Certificate of Incorporation of Cardica, Inc. Ö
3.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cardica, Inc. (1)
3.3		Certificate of Correction of Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cardica, Inc. (2)
3.4		Amended and Restated Bylaws of Cardica, Inc. (3)
4.1		Warrant dated March 17, 2000 exercisable for 36,870 shares of common stock (on a pre-split basis). Ö
4.2		Warrant dated October 31, 2002 exercisable for 180,052 shares of common stock (on a pre-split basis). Ö
4.3		Form of Warrant dated June 2007. (4)
4.4		Form of Warrant dated September 30, 2009. (5)
10.35		At The Market Issuance Sales Agreement, dated August 3, 2011, by and between Cardica, Inc., and McNicoll, Lewis & Vlak LLC. (6)
10.36		Distribution Agreement by and between Cardica, Inc. and Century Medical, Inc. dated September 2, 2011.†
10.37		Secured Note Purchase Agreement by and between Cardica, Inc. and Century Medical, Inc. dated September 2, 2011.†
10.38		Security Agreement by and between Cardica, Inc. and Century Medical, Inc. dated September 2, 2011.†
10.39		Form of Secured Promissory Note to Century Medical, Inc.
31.1		Certification required by Rule 13a-14(a) or Rule 15d-14(a).
31.2		Certification required by Rule 13a-14(a) or Rule 15d-14(a).
32.1*		Certification required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
101.INS#		XBRL Instance Document.
101.SCH#		XBRL Taxonomy Extension Schema Document.
101.CAL#		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF#		XBRL Taxonomy Extension Definition.
101.LAB#		XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE#		XBRL Taxonomy Extension Presentation Linkbase Document.
Ö		Filed as exhibits to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 4, 2005, as amended, and incorporated herein by reference.
*		The certification attached as Exhibit 32.1 accompanying this Quarterly Report on Form 10-Q is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Cardica, Inc., under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q and irrespective of any general incorporation language contained in any such filing.
† #		Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment. Omitted portions of this exhibit have been filed separately with the Securities and Exchange Commission. Pursuant to applicable securities laws and regulations, Cardica, Inc. is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as Cardica, Inc. has made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
(1)		Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2010 and incorporated herein by reference.
(2)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2010 and incorporated herein by reference.
(3)		Filed as an exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2008 and incorporated herein by reference.
(4)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2007 and incorporated herein by reference.
(5)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2009 and incorporated herein by reference.
(6)		Filed as an exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2011 and incorporated herein by reference.

	Cardica, Inc.
Date: November 9, 2011	/s/ Bernard A. Hausen
	Bernard A. Hausen, M.D., Ph.D.
	President, Chief Executive Officer, Chief Medical Officer and Director (Principal Executive Officer)

Date: November 9, 2011	/s/ Robert Y. Newell
	Robert Y. Newell
	Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)

Distribution Agreement		September 2, 2011
Cardica, Inc.	Initial BH	page- 1
Century Medical, Inc.	Initial AH

If Change in Control termination occurs during:	Then the Change of Control Termination Fee shall be equal to:	Multiplied by a factor of
Period from the Effective Date up to the end of Contract Year 3	Termination not permitted due to a Change in Control (defined below).
Contract Years 4 or 5	DISTRIBUTOR’s gross profit from the Products in the twelve (12) month period immediately preceding termination of this Agreement	[ * ]
the Renewal Period		[ * ]

Microcutter X press 30	EXW Transfer Price
4 deployments	$ [ * ] each
6 deployments	$ [ * ] each
8 deployments	T.B.D.
Microcutter X press 45
4 deployments	$ [ * ] each
6 deployments	$ [ * ] each
8 deployments	T.B.D.
X change	T.B.D.
fle X change (5mm)	T.B.D.
30mm
45mm

Agreed to and Accepted:

Century Medical, Inc.

By: /s/

Name:

Title:

Advance No.	Date of Advance or Payment	Amount of Advance
1	_____, 2011	U.S. $_________


Date: November 9, 2011		/s/ Bernard A. Hausen, M.D., Ph.D.
		Bernard A. Hausen, M.D., Ph.D. President, Chief Executive Officer, Chief Medical Officer and Director (Principal Executive Officer)


Date: November 9, 2011		/s/ Robert Y. Newell
		Robert Y. Newell Vice President, Finance, Chief Financial Officer and Secretary (Principal Financial Officer)