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EXHIBIT 10.1
 EXECUTION COPY




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Introductory




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Representations and Warranties
 Representations and Warranties of the Company
 Compliance with Registration Requirements
 - 2 -




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Disclosure Package
 Company Not Ineligible Issuer
 - 3 -




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Issuer Free Writing Prospectuses
 Offering Materials Furnished to Underwriters
 Distribution of Offering Material By the Company
 The Underwriting Agreement
 - 4 -




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Authorization of the Common Shares
 No Applicable Registration or Other Similar Rights
 No Material Adverse Change
 Independent Registered Public Accountants
 - 5 -




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Preparation of the Financial Statements
 Incorporation and Good Standing of the Company and its Subsidiaries
 - 6 -




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Capitalization and Other Capital Stock Matters
 Quotation
 Non-Contravention of Existing Instruments; No Further Authorizations or
Approvals Required
 - 7 -




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No Material Actions or Proceedings
 - 8 -




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Intellectual Property Rights
 All Necessary Permits, etc
 Title to Properties
 - 9 -




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Tax Law Compliance
 Company Not an Investment Company
 Insurance
 No Price Stabilization or Manipulation
 - 10 -




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Related Party Transactions
 Disclosure Controls
 No Unlawful Contributions or Other Payments
 Internal Controls and Procedures
 No Material Weakness in Internal Controls.
 - 11 -




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Compliance with Environmental Laws
 - 12 -




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ERISA Compliance
 Brokers
 No Outstanding Loans or Other Indebtedness
 Compliance with Laws
 - 13 -




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FDA Proceedings
 Sarbanes-Oxley Compliance.
 Lending Relationship.
 Statistical and Market Related Data.
 Accuracy of Statements in the Disclosure Package and the Prospectus.
 - 14 -




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No Rated Debt Securities
   Representations and Warranties of the Selling Stockholders
 The Underwriting Agreement
 The Custody Agreement and Power of Attorney
 Title to Common Shares to be Sold
 - 15 -




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All Authorizations Obtained.
 Delivery of the Common Shares to be Sold
 Non-Contravention; No Further Authorizations or Approvals Required
 - 16 -




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No Registration or Other Similar Rights
 No Further Consents, etc
 Disclosure Made by such Selling Stockholder in the Prospectus
 No Price Stabilization or Manipulation
 - 17 -




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Purchase, Sale and Delivery of the Common Shares
 The Firm Common Shares
 The Closing Date
 The Optional Common Shares, the Subsequent Closing Date
 - 18 -




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Public Offering of the Common Shares
 Payment for the Common Shares
 - 19 -




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Delivery of the Common Shares
 Delivery of Prospectus to the Underwriters
 - 20 -




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Additional Covenants
 Covenants of the Company
 Representatives Review of Proposed Amendments and Supplements
 Securities Act Compliance
 - 21 -




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Exchange Act Compliance.
 Amendments and Supplements to the Registration Statement, Disclosure
Package and Prospectus and Other Securities Act Matters
 Permitted Free Writing Prospectuses
 - 22 -




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Copies of any Amendments and Supplements to the Registration Statement,
Disclosure Package and Prospectus
 Blue Sky Compliance
 Use of Proceeds
 Transfer Agent
 - 23 -




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Earnings Statement
 Periodic Reporting Obligations
 Company to Provide Interim Financial Statements
 Quotation
 Agreement Not to Offer or Sell Additional Securities
 - 24 -




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Compliance with Sarbanes-Oxley Act.
 Future Reports to the Representatives th
 Investment Limitation
 No Manipulation of Price
 - 25 -




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Existing Lock Up Agreement.
 Covenants of the Selling Stockholders
 Agreement Not to Offer or Sell Additional Sales Exhibit E
 Delivery of Forms W-8 and W-9
 No Free Writing Prospectuses
  Payment of Expenses
 - 26 -




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Conditions of the Obligations of the Underwriters
 - 27 -




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Accountants Comfort Letters
    - 28 -




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Compliance with Registration Requirements; No Stop Order; No Objection
from NASD
     No Material Adverse Change
 Opinions of Counsel for the Company Exhibit A
 Opinion of Special Regulatory Counsel for the Company
 - 29 -




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Exhibit B
 Opinion of Special Patent Counsel for the Company Exhibit C
 Opinion of Counsel for the Underwriters
 Officers Certificate
    Bring-down Comfort Letters
 - 30 -




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Opinions of Counsel for Selling Shareholders. Exhibit D-1 Exhibit
D-2
 Selling Stockholders Certificate
   Selling Stockholders Documents
 Lock-Up Agreement from Certain Securityholders of the Company Exhibit E Exhibit F
  - 31 -




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Additional Documents
  Reimbursement of Underwriters Expenses
 Effectiveness of this Agreement
  - 32 -




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Indemnification
 Indemnification of the Underwriters by the Company
 Indemnification of the Underwriters by the Selling Stockholders
 - 33 -




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- 34 -




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Indemnification of the Company, its Directors and Officers and the Selling
Stockholders
 - 35 -




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Notifications and Other Indemnification Procedures
 - 36 -




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Settlements
 Contribution
 - 37 -




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- 38 -




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Default of One or More of the Several Underwriters
  Termination of this Agreement
 - 39 -




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No Advisory or Fiduciary Responsibility.
  - 40 -




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Representations and Indemnities to Survive Delivery
 Notices
  
  
  
  
  - 41 -




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th
  
  
  
  
 - 42 -




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Successors
 Partial Unenforceability
 Governing Law Provisions
 GOVERNING LAW
 - 43 -




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Consent to Jurisdiction
 - 44 -




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Failure of One or More of the Selling Stockholders to Sell and Deliver Optional
Common Shares
 General Provisions
   - 45 -




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- 46 -




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Very truly yours,EV3 INC.By:By:
    
    /s/ Patrick D. Spangler

Name: Patrick D. SpanglerTitle: CFOWARBURG, PINCUS EQUITY PARTNERS, L.P.By:
    
    Warburg, Pincus Partners LLC, its General PartnerBy:
    
    Warburg Pincus & Co., its Managing MemberBy:
    
    /s/ Sean CarneyName: Sean CarneyTitle: Managing DirectorWARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V.By:
    
    Warburg, Pincus Partners LLC, its General PartnerBy:
    
    Warburg, Pincus & Co., its Managing MemberBy:
    
    /s/ Sean CarneyName: Sean CarneyTitle: Managing Director




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WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V.By:
    
    Warburg, Pincus Partners LLC, its General PartnerBy:
    
    Warburg, Pincus & Co., its Managing MemberBy:
    
    /s/ Sean Carney

Name: Sean CarneyTitle: Managing DirectorVERTICAL FUND I, L.P.By:
    
    Vertical Group, L.P.,General PartnerBy:
    
    /s/ Stephen D. BaksaName: Stephen D. BaksaTitle: General PartnerVERTICAL FUND II, L.P.By:
    
    Vertical Group, L.P.,General PartnerBy:
    
    /s/ Stephen D. BaksaName: Stephen D. BaksaTitle: General Partner




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BANC OF AMERICA SECURITIES LLCBy:
    
    /s/ Thomas M. Morrison

Managing DirectorPIPER JAFFRAY & CO.By:
    
    /s/ Chad AbrahamManaging DirectorJ.P. MORGAN SECURITIES INC.By:
    
    /s/ Rakesh MehtaManaging Director




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NUMBER OF FIRMCOMMON SHARESUNDERWRITERS
    
    TO BE PURCHASEDBanc of America Securities LLC
    
    
    2,625,000Piper Jaffray & Co.
    
    
    2,625,000J.P. Morgan Securities Inc.
    
    
    1,750,000Bear, Stearns & Co. Inc.
    
    
    1,093,750Thomas Weisel Partners LLC
    
    
    656,250Total
    
    
    8,750,000




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MaximumMaximum
    
    Number ofNumber of Firm
    
    OptionalCommon Shares
    
    Common SharesSelling Stockholder
    
    to be Sold
    
    to be SoldWarburg, Pincus Equity Partners, L.P.
    
    
    5,670,000
    
    
    
    1,240,312Warburg, Pincus Netherlands Equity
Partners I, C.V.
    
    
    300,000
    
    
    
    65,625Warburg, Pincus Netherlands Equity
Partners III, C.V.
    
    
    30,000
    
    
    
    6,563Vertical Fund I, L.P.
    
    
    250,000
    
    
    
    0Vertical Fund II, L.P.
    
    
    0
    
    
    
    0