EXHIBIT 99.1
                                                                    ------------

                   RESTATED AND AMENDED DISTRIBUTION AGREEMENT

                                     between

                             WORLD HEART CORPORATION

                                       and

                            EDWARDS LIFESCIENCES LLC

                                      Dated

                                December 31, 2003
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     This Agreement is made effective December 31, 2003 ("Effective Date"), by
and between World Heart Corporation, a corporation organized and existing under
the laws of the Province of Ontario and located at 1 Laser Street, Nepean,
Ontario K2E 7V1 ("World Heart") and Edwards Lifesciences LLC, a limited
liability company organized under the laws of the State of Delaware, located at
One Edwards Way, Irvine, CA 92614 ("Distributor" or "Edwards"). This Agreement
supercedes the Distribution Agreement between the parties dated June 30, 2000.

     WHEREAS, World Heart and its subsidiaries are engaged in the business of
developing, manufacturing, and marketing medical devices and desires that the
sale and use of its products be actively promoted in Japan ("Territory"); and

     WHEREAS, World Heart and its subsidiaries have development or acquired
heart assist and replacement products (the "Heart Assist and Replacement
Products" or the "Products"), as further described in Exhibit A hereto; and

     WHEREAS, Edwards is a well-known company in the medical devices field, with
experience and expertise in the commercialization and distribution of medical
devices; and

     WHEREAS, Edwards is an organization capable of commercializing medical
devices, such as the Products; and

     WHEREAS, World Heart desires to engage Edwards and its subsidiaries to
purchase, resell, distribute and support the Products in the Territory, subject
to specified restrictions; and

     WHEREAS, Edwards desires to obtain rights to purchase, resell, distribute
and support the Products in exchange for World Heart's assumption of specified
obligations;

     NOW, THEREFORE, in consideration of the mutual undertakings, obligations
and covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are acknowledged, the parties agree as
follows:

I.   Appointment

     A. Subject to the terms and conditions contained in this Agreement, World
Heart hereby appoints Edwards as World Heart's and its subsidiaries' exclusive
independent distributor Products in the Territory. World Heart shall not appoint
any other agents, representatives, or distributors for the purpose of selling
the Products in the Territory, nor shall it sell or distribute the Products
directly, by itself or through any subsidiary or affiliate in the Territory.

     B. Edwards' exclusive distribution rights, as defined in this Agreement,
shall extend to improvements and/or derivative replacements to the Products and
to related products developed or acquired by World Heart, or its subsidiaries
from inception of this Agreement.

     C. Edwards shall not sell in the Territory any devices which directly
compete with the Products during the term of this Agreement. Notwithstanding the
foregoing, however, Edwards may sell medical devices, including without
limitation, heart assist devices so long as they do not directly compete with
the Products, and all other medical devices (other than as set forth in Exhibit
A) which it is selling as of the Effective Date.
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     D. Edwards shall have the right to contract with third parties to sell the
Products on behalf of Edwards in the Territory where Edwards' own products are
sold by such third party distributors.

     E. Subject to the terms and conditions contained in this Agreement, Edwards
shall be entitled to identify itself as the distributor on the Products'
labeling and other manufacturing materials.

     F. In addition to the distribution rights granted herein, in the event of
any transfer of the World Heart business or any of the Products to a third
party, Edwards's rights to distribute the Products under this Agreement shall
survive such transfer, subject only to approval of Edwards, in its sole
discretion.

II.  Obligations of Distributor

     A. Edwards shall use commercially reasonable efforts to perform its
specified distribution obligations as described in this Agreement, and shall,
among other requirements:

          1. Promote the sale and use of Products in the Territory. Edwards
shall have absolute discretion with respect to what, if any, efforts it shall
make to promote the sale and use of the Products in the Territory. If Edwards is
unwilling or unable to promote the sale and use of the Products in the
Territory, World Heart shall have absolute discretion with respect to the sale
and use of the Products in the Territory and such efforts by World Heart shall
not be subject to the terms and conditions of this Agreement;

          2. Purchase and maintain appropriate inventories of Products;

          3. Provide its customers with support with respect to the Products,
including without limitation, troubleshooting of technical problems and
assistance for patients with respect to proper setup of equipment;

          4. Provide customer service, including responding to customer
inquiries, requests for quotes on Product pricing and complaints on a timely
basis and providing such assistance and information as is reasonably requested;

          5. Provide invoices to customers and manage accounts receivable and
collection responsibilities for sales by Edwards of the Products during the term
of Agreement;

          6. Process and return any defective Products to World Heart for credit
or replacement, as Edwards shall determine;

          7. Process and return to World Heart, at World Heart's expense,
explants reasonably available to Edwards for clinical study or for other
purposes reasonably requested by World Heart. World Heart shall reimburse
Edwards for all costs incurred in obtaining, preparing, decontaminating,
shipping and other processing of any such explanted devices;

          8. Meet with World Heart at least twice annually, or at World Heart's
request, more frequently, in order to discuss sales opportunities, current
market trends and to

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keep World Heart informed of pertinent events and competing products having an
impact upon the Product's marketability, including but not limited to, forecasts
as to future sales;

          9. Cooperate with World Heart in World Heart's marketing and in the
conversion of market positioning into customer relationships and orders;

          10. Maintain, at its own expense, such office space and facilities,
and hire and train such personnel, as may be required to carry out its
obligations under this Agreement; and

          11. Comply with all applicable requirements in the Territory relating
to the reporting of adverse reactions suffered by end users of Products, and
will promptly report all such instances to World Heart, specifying the date,
time, and nature of the occurrence, the customer's name and address, the
Products (including batch number if available) and any other relevant
information reasonably available to Edwards which World Heart may reasonably
request.

     B. At Edwards' option, Edwards may use World Heart's sales materials, or
develop promotional literature, including product brochures, and other sales
aids for Products, which shall he subject to prior written approval of World
Heart.

III. Obligations of World Heart

     A. In supplying Edwards with Products, World Heart shall, among other
requirements:

          1. Fulfill Edwards' purchase requests, provided, however, that World
Heart shall not be liable in any way for failure to ship or for any delay in
shipment caused by events or circumstances beyond World Heart's control;

          2. Pay for all costs and expenses associated with regulatory and
clinical approval of the Products and the maintenance of such status in all
markets and territories incurred by World Heart or by Edwards at the request of
World Heart;

          3. Pay for all direct marketing costs including the training of
clinicians and implanting centers and World Heart's sales and support personnel
and all costs incurred in establishing and maintaining reference centers to he
used by World Heart for customer training;

          4. Provide Edwards with product information, clinical papers, sales
and promotional literature, and product use training reasonably necessary to
enable Edwards to perform its obligations under this Agreement;

          5. Provide finished products which are compliant with all applicable
laws and regulations in whatever jurisdiction the Product will be used; the
product labeling shall include the statement, "Distributed by Edwards for World
Heart" and all ether statements required by such applicable laws and
regulations;

          6. Issue a credit or refund to Edwards for, or replace at no charge to
Edwards, all defective or otherwise unmerchantable Products returned by Edwards,
or returned by customers to Edwards and subsequently returned to World Heart by
Edwards, within 30 days

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of return to World Heart, and provide Edwards with written reports of evaluation
of such Products, and pay all costs associated with such Products including any
freight charge reasonably necessary under the particular circumstances;

          7. Obtain and keep in force during the term of this Agreement a
Comprehensive General Liability insurance policy in an amount not less than the
greater of (a) $5,000,000 or (b) one times the amount of World Heart Gross Sales
for the previous twelve (12) month period to a maximum of $100 million, for each
occurrence for bodily injury and property damage for: (i) premises-operations;
(ii) products/completed operations; (iii) blanket contractual liability; and
(iv) personal injury. During the term of this Agreement and for a period of four
(4) years following the expiration or termination of this Agreement for any
reason, such insurance policy shall evidence Edwards as an additional insured
and shall provide for written notification to Edwards by the insurer not less
than 30 days prior to cancellation, expiration or modification, World Heart
shall provide a certificate of insurance evidencing compliance with this Section
to Edwards within 30 days after the Effective Date;

          8. Comply with all applicable requirements in the countries in which
Products are sold relating to the reporting of adverse reactions suffered by end
users of Products, and will promptly report all such instances to Edwards,
specifying the date, time, and nature of the occurrence, the customer's name and
address, the Products (including batch number if available) and any other
relevant information which Edwards may reasonably request;

          9. Inspect all Products for compliance with specifications in
accordance with World Heart quality control standards and systems; and

          10. Replace Products which have become obsolete due to improvements to
the Products which impact the clinical effectiveness of the Products.

IV.  Registration of Products; Import and Export Restrictions

     A. Edwards shall pay for all import and export licenses and permits, pay
customs charges and duty fees, and take all other actions required to accomplish
the import of the Products it purchases into the Territory.

     B. All sales of the Products made by Edwards pursuant to this Agreement
shall be in strict compliance with applicable United States laws dealing with
foreign trade and commerce including but not limited to, the U.S. Foreign
Corrupt Practices Act. Edwards shall comply with all applicable laws and
regulations in each jurisdiction in which it sells the Products.

V.   Purchase Requirements

     A. All orders for Products submitted by Edwards shall be initiated by
written purchase orders sent to World Heart and requesting a delivery date
during the term of this Agreement; provided, however, that an order may
initially be placed orally or by facsimile if a confirmational written purchase
order is received by World Heart within five (5) days after said oral or
facsimile order. World Heart shall use commercially reasonable efforts to notify
Edwards of the acceptance or rejection of an order and of the assigned delivery
date for accepted orders within five (5) days but in no event later than
fourteen (14) days after receipt of the purchase

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order. World Heart shall have no liability with respect to purchase orders that
are not accepted. World Heart shall use commercially reasonable efforts to
deliver products at the times specified either in its quotation or in its
written acceptance of purchase orders.

     B. Edwards shall provide World Heart with a rolling twelve (12) month
forecast of its purchase requirements for the Products, updated on a monthly
basis. In conjunction with each monthly update of the forecast, Edwards will
provide World Heart with a binding purchase order equal to the first three (3)
months of the forecast.

VI.  Pricing, Payment, Shipping

     A. The price to Edwards for the Products is structured in tiers based on
the following annual purchase levels and will be determined on a regional basis.
As used herein, the term "Base Price" shall mean Edwards' average sales price in
the applicable region for such Product to customers during the 90 day period
immediately prior to the Effective Date. If the relevant Product or territory is
a product which or territory where Edwards is not selling on the effective Date,
Edwards shall forecast Base Prices ("Forecasted Base Prices") prior to beginning
its sales of such Product or in such region, and after the first 90 days of
sales, each Forecasted Base Price shall be adjusted based on actual average
sales prices over the initial 90 days of sales.

     B. For the first $10 million United States Dollars ("U.S. Dollars") of
worldwide purchases of the Products by Edwards during any year of this
Agreement, the purchase price for any Product shall be the Base Price less 40%
of such Base Price.

     C. For worldwide purchases of the Products by Edwards during any year of
this Agreement which are made after Edwards has purchased Products totaling $10
million U.S. Dollars during such year but before Edwards has purchased Products
totaling $100 million U.S. Dollars in value during such year, the purchase price
shall be the Base Price less 30% of such price.

     D. For worldwide purchases of the Products by Edwards during any year of
this Agreement which are made after Edwards has Purchased Products totaling $100
million U.S. Dollars during such year, the purchase price shall be the Base
Price less 25% of such price.

     E. In the event the economics of either party with respect to the
transactions contemplated by this Agreement change substantially, both parties
agree to review in good faith the pricing terms of this Agreement. Specific
exceptions to the pricing set forth herein may be mutually agreed to by the
parties.

     F. All prices are F.O.B. World Heart's manufacturing facility and do not
include any foreign, federal, state or local sales, use, excise or value added
tax that may be applicable. When World Heart has the legal obligation to collect
such taxes, the appropriate amount shall be added to Edwards' invoice and paid
by Edwards unless Edwards provides World Heart with a valid tax exemption
certificate authorized by the appropriate taxing authority. In all cases, title,
risk of loss and all responsibility for transportation, insurance and storage
shall pass from World Heart to Edwards upon shipment from World Heart's plant.

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     G. For purposes of this Agreement, "Shipment Date" shall mean the time when
any Product is first shipped F.O.B. World Heart's plant. Edwards shall specify a
method of transportation and a carrier in writing at the time Edwards submits
the purchase order to World Heart. If Edwards does not so specify, World Heart
will determine the method of transportation and the carrier in its reasonable
discretion.

     H. Full payment (including any freight, taxes or other applicable costs
initially paid by World Heart but to be borne by Edwards pursuant to the terms
hereof) for Products shall be made by Edwards to World Heart within sixty (60)
days of the date of shipment Payment shall be made in United States Dollars.

VII. Product Recalls

     A. In the event that Edwards or World Heart recalls any Products for any
reason, the party instituting the recall shall immediately notify the other
party in writing. Edwards shall, immediately upon receipt of such notice, give
notice of the recall to each customer to which it has sold, along with
instructions, if any, delivered by World Heart relating to the recall.

     B. Edwards shall make commercially reasonable efforts to assist World Heart
in giving effect to the recall. World Heart shall bear all costs and expenses of
any recall including, without limitation, obligations to third parties, costs of
notifying customers and costs associated with the shipment of recalled Products
from customers to Edwards or World Heart, and replacement of such products.

     C. In the event that Edwards desires to recall any Products for a reason
caused by acts or omissions of Edwards, Edwards shall notify World Heart prior
to said recall and shall bear all costs associated with such recall.

VIII. Discontinuance of Product Manufacture or Clinical support

     Edwards shall receive at least one year prior written notice of any intent
by World Heart to discontinue the manufacture, or clinical support of the
Products. World Heart shall not give such notice to Edwards prior to December
31, 2001, unless World Heart agrees to provide hardware support consistent with
previous practices to any patient implanted with a Product until such time as
such support is no longer clinically required.

IX.  Term and Termination

     A. Term. This Agreement shall commence on the Effective Date and shall
expire on June 30, 2005 ("Initial Term"). Upon expiration of the Initial Term,
and at each anniversary of such expiration, this Agreement shall automatically
renew for additional terms ("Additional Term") of one (1) year unless terminated
pursuant to the terms of this Article IX.

     B. Immediate Termination. This Agreement may be terminated by either party
immediately in the event that (i) any material breach by the other party remains
uncured 30 days after written notice containing details of the breach has been
delivered to the other party; (ii) the other party shall file for protection
from its creditors under any applicable bankruptcy or insolvency laws, shall
make an assignment for the benefit of creditors, or shall have a receiver

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appointed for its property; or (iii) operation of local law invalidates this
Agreement, but in the case of (iii), only with respect to such market, products
and/or territory where this Agreement is invalidated.

     C. Change of Control. In the event that a third party acquires control of a
party to this Agreement ("Change of Control"), the party that has undergone a
Change of Control shall notify the other party of such change in writing no less
than 30 days after the Change of Control and the other party shall have 60 days
following receipt of such notice to terminate this Agreement.

     D. 18 Months Notice. Either party may terminate this Agreement upon 18
months prior written notice to the other. In the event that World Heart
terminates this Agreement pursuant to this subsection, World Heart shall pay
Edwards:

          1. 150% of all expenses paid by Edwards as a result of World Heart's
termination, including without limitation, severance costs and costs related to
closing of office and warehouse space used in the performance of this Agreement;
plus

          2. for all Products distributed by Edwards prior to termination, three
percent (3%) of World Heart's gross sales of such Products for the most recent
12 months, for three (3) years following termination. Edwards shall have the
right to audit World Heart's financial records upon reasonable notice and during
regular business hours in order to ascertain compliance with this provision.

     E. Continuation of Patient Support. In the event of any termination or
expiration of this Agreement for any reason, World Heart shall continue all
customer and patient support at levels consistent with Edwards' previous
practices and the maintenance of patient life and safety until such time as such
support is no longer clinically required.

     F. Trademarks upon Termination. Upon any termination of this Agreement,
Edwards shall immediately cease using the name, trademark, service mark, logo or
any other reference of or to World Heart and shall, at its expense, surrender
and deliver to World Heart within thirty (30) days, all documents, papers and
records which contain confidential information of World Heart and all
undistributed samples, instruments, equipment, pamphlets, catalogs, booklets,
technical information, advertising, demonstration equipment, consigned
inventory, selling data and other papers relating to the business of World Heart
(collectively, the "Sales Materials").

     G. Inventory Return. Upon any termination of this Agreement, World Heart
shall accept the return of Edwards' inventory of Products and refund the price
Edwards paid, provided that the Products are returned unused and packaged in
their original, unopened, unmarked and unbroken sterile containers.

X.   Warranties and Indemnification

     A. World Heart warrants that it possesses good and marketable tile to any
Products sold to Edwards under this Agreement and that each Product is free from
defects and fit for the purposes and indications described in its labeling.

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     B. World Heart hereby indemnifies and agrees to defend and to hold harmless
Edwards, its officers, directors, shareholders, employees, parents, successors,
affiliates, assigns, customers and users of Products from and against any and
all claims, demands, actions, causes of action, liabilities, losses, damages and
expenses, including reasonable attorney fees, arising out of or in connection
with: (i) the manufacture or use of any Products; (ii) the design of any
Products or component not developed exclusively by Edwards or (iii) any claim of
infringement of patents, trademarks, tradenames, or copyrights, any claim of
misappropriation or misuse of trade secrets or information or any similar claim,
by reason of the sale or use of Products. Edwards shall promptly notify World
Heart of any such claim and may either tender its defense of such claim to World
Heart or may retain its own counsel without waiving any of its right to
indemnification hereunder.

     C. Edwards hereby indemnifies and agrees to defend and to hold World Heart,
its successors, affiliates, assigns, customers and users of the Products
harmless from and against all claims, liabilities, losses or expenses, including
reasonable attorney fees, to the extent of harm resulting from: (i) physical
mishandling of the Products by Edwards; or (ii) any misrepresentation by Edwards
concerning any of the characteristics of the Products or the proper manner of
usage or the performance of the Products or (iii) Edwards' actions in support of
Products for clinics pursuant to paragraph II(A)(3) of this Agreement.

     D. The party seeking indemnification (the "Indemnified Party") shall notify
the indemnifying party (the "Indemnifying Party") of all claims that may be
subject to indemnification under this Article within a reasonable time after
their receipt. The Indemnified Party will cooperate fully with Indemnifying
Party in defending or otherwise resolving each such claim. The Indemnifying
Party will have full control of the defense of all such claims. The Indemnifying
Party, at its expense, shall be entitled to be represented by its own counsel in
any such claim. The Indemnifying Party agrees to bear all costs and expenses of
defense, including its own attorney's fees in connection with such claim, and
the Indemnifying Party will reimburse the Indemnified Party for each
disbursement made by the Indemnified Party in satisfaction of a final judgment
issued in such claim.

XI.  Intellectual Property Rights and Confidentiality

     A. Limited Use of Intellectual Property. Edwards agrees that Edwards has no
intellectual property interest in the Products or in World Heart's patents,
trademarks, service marks, trade names, inventions, copyrights, know-how, and
trade secrets relating to the design, manufacture, operation or service of
Products. The use by Edwards of any of these property rights is authorized only
for the purposes herein set forth, and upon termination of this Agreement fur
any reason such authorization shall cease.

     B. Trademarks. World Heart agrees that:

          1. World Heart has no right, title or interest in the trademarks and
trade names connoting Edwards. Should any such use vest in World Heart any
rights in a trademark, trade name or logo used by Edwards, World Heart shall
transfer such rights to Edwards or its designee upon request of Edwards; and

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          2. During the term of this Agreement, Edwards will have the right to
indicate to the public that it is an authorized distribution of the Products and
to advertise under the trademarks, service marks and trade names that World
Heart may adopt from time to time (the "World Heart Trademarks").

     C. Confidential Information. In order to avoid disclosure of confidential
and proprietary information ("Information") to any other person, firm or
corporation, the parties agree that during the term of this Agreement and for a
period of 3 years from the expiration or termination of this Agreement each will
treat any such information which is received from one another in writing and
clearly mark such information "Confidential" or if disclosed orally, which is
confirmed in writing as "Confidential" within thirty (30) days of initial
disclosure, with the same degree of care that each employs with respect to its
own information which it does not desire to have published or disseminated. It
is understood that each party shall be liable for any unauthorized disclosure
should it fail to safeguard the disclosed information with such care. This
obligation shall survive the termination of this Agreement. The parties shall
not have any obligation with respect to such information, which is:

          1. independently developed by the receiving party without the benefit
of the disclosure or is already known to the receiving party at the time of the
disclosure, as evidenced by written documentation;

          2. publicly known or becomes publicly known without the wrongful act
or breach of this Agreement by the receiving party; or

          3. rightfully received by the receiving party from a third-party who
is not under any obligation of confidentiality or trade secret obligation to the
originating party.

XII. Miscellaneous

     A. Relationship. The relationship of Edwards and World Heart established by
this Agreement is of independent contractors and not agents, and nothing in this
Agreement shall be construed:

          1. to give either party the power to direct or control the daily
activities of the other party beyond the obligations imposed on Edwards and
World Heart, respectively, by this Agreement;

          2. To constitute the parties as partners, joint ventures, co-owners or
otherwise as participants in joint undertaking; or

          3. To allow either party to create or assume any obligation on behalf
of the other party for any purpose whatsoever. The purchase, promotion, and
resale of, or any other legal transactions concerning the Products hereunder
shall be carried out in the name of and for the account of Edwards as principal,
and Edwards shall not enter into any agreement with third persons binding in any
way on World Heart.

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     B. No Conflict. Each party represents and warrants to the other party that
it is not subject to any contractual obligation or restraint which will
materially interfere with its right and ability to perform pursuant to the terms
of this Agreement.

     C. Compliance With Laws. Each party represents and agrees that it is and
will remain in compliance with all applicable federal, state and local laws,
regulations and orders, including laws of the countries in which Edwards sells
products.

     D. Dispute resolution. Any controversy or claim elating to or arising from
this Agreement that is not fully resolved pursuant to negotiation and/or
mediation within thirty (30) days after a party first notifies the other party
of such claim or controversy shall be solely and finally settled by arbitration
in accordance with the CPR Rules for Non-Administered Arbitration of Business
Disputes ("CPR Rules"). The arbitration shall be conducted by a sole arbitrator,
who shall be a former judge, appointed by jointly by the parties ("Arbitrator").
If the parties cannot agree on the appointment of an Arbitrator, they shall each
propose one individual from CPR's Regional Panel of Distinguished Neutrals for
the State of California. The two proposed individuals shall mutually appoint a
third individual, who is a former judge from the same panel, to be the
Arbitrator. The arbitration shall be governed by the provisions of the CPR
Rules, and judgment upon the award rendered by the Arbitrator may be entered by
any court having jurisdiction thereof. The arbitration proceedings shall be held
in the State of California. To the extent permissible under applicable law, the
parties agree that the award of the Arbitrator shall be final and shall be
subject only to the judicial review permitted by the CPR Rules. It is the intent
of the parties that the arbitration provisions hereof be enforced to the fullest
extent permitted by applicable law. The Arbitrator may not award multiplied,
consequential or punitive damages, and the parties hereby irrevocably waive any
right to multiplied, punitive or consequential damages.

     E. Governing Law. This agreement shall be governed by, interpreted under,
and construed in accordance with the internal laws of the State of California
without respect to its choice of law provisions.

     F. Notices. All notices, demands, requests, consents, approvals or other
communications required or permitted to be given hereunder or which are given
with respect to this Agreement shall be in writing and shall be delivered
(charges prepaid, receipt confirmed or return receipt requested (if available))
by hand, by nationally recognized air courier service, by certified mail or
facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Notice shall be deemed
given and effective:

          1. if delivered by hand or by nationally recognized courier service,
when delivered al the address specified in this agreement (or in accordance with
the latest unrevoked written direction from such party);

          2. if by certified mail, upon mailing; or

          3. if given by facsimile when such facsimile transmitted to the fax
number specified in this agreement (or in accordance with the latest unrevoked
written direction from such party), provided the appropriate confirmation is
received.

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To World Heart:

          World Heart Corporation
          1 Laser Street
          Nepean, Ontario
          K2E 7V1
          Attn:  Chief Financial Officer
          Fax:   (613) 226-4744

with a copy (which shall not constitute notice) to:

          McCarthy Tetrault
          The Chambers
          1400-40 Elgin Street
          Ottawa, Ontario K1P 5K6
          Attn:  Robert D. Chapman
          Fax:   (613) 563-9386

To Edwards:

          Edwards Lifesciences LLC
          One Edwards Way
          Irvine, CA 92614
          Attn:  Associate General Counsel
          Fax:   949-250-6850)

with a copy (which shall not constitute notice) to:

          Skadden, Arps, Slate, Meagher & Flom LLP
          300 South Grand Avenue, Suite 3400
          Los Angeles, California 90071-3144
          Attn:  Joseph J. Giunta, Esq.
          Fax:   (213) 687-5600

     G. Expenses. Except as otherwise provided in this Agreement, each party to
this Agreement shall bear its respective expenses incurred in connection with
the preparation, execution, and performance of this Agreement and the
transactions contemplated hereby, including all fees and expense of agents,
representations, counsel and accountants.

     H. Entire Agreement. This Agreement, including all exhibits hereto and
thereto, by and between Edwards and World Heart, constitute the entire agreement
of the parties with respect to the subject matter hereof and supersedes all
prior agreements with respect to the subject matter hereof.

     I. No Third Party Beneficiaries. This Agreement and the provisions hereof
shall be binding upon and shall inure to the benefit of each of the parties and
their respective successors and permitted assigns and is not intended to confer
any rights, remedies or benefits on any Persons other than as expressly set
forth in this Section.

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     J. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the parties
shall negotiate in good faith with a view to the substitution therefore of a
suitable and equitable solution in order to carry out, so far as may be valid
and enforceable, the intent and purpose of such invalid provision; provided,
however, that the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions contained herein shall not
be in any way impaired thereby, it being intended that all of the rights and
privileges of the parties hereto shall be enforceable to the fullest extent
permitted by law.

     K. Amendments; Modifications. No amendment, modification or termination of
this Agreement shall be binding upon any other party unless executed in writing
by the parties hereto intending to be bound thereby.

     L. Assignment. Neither this Agreement nor any rights, duties or obligations
hereunder may be assigned or delegated by any of the parties hereto without the
prior written consent of the other party. Notwithstanding the foregoing, Edwards
shall be entitled to assign this Agreement to any person or entity controlling,
controlled or by under common control with Edwards without consent. Any
attempted assignment or delegation of rights, duties or obligations hereunder in
contravention hereof shall be void and of no effect.

     IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the
date first written above.

Edwards Lifesciences LLC                     World Heart Corporation

By:     /s/ John Kehl                        By:     /s/ Mark Goudie
    ---------------------------------           --------------------------------

Title:  Corporate Vice President             Title:  CFO
      -------------------------------              -----------------------------

Dated:  12/31/03                             Dated:  12/31/03
      -------------------------------              -----------------------------

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                      EXHIBIT "A" TO DISTRIBUTION AGREEMENT

                             Description of Products

The Products, for purposes of the Distribution Agreement between World Heart and
Edwards of which this Exhibit "A" is a part, shall mean all mechanical or
electronic devices which assist the pumping function of the human heart or
replace the biological heart in patients, including without limitation:

Novacor Left Ventricle Assist Device

Heart Saver