##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from                    to
 Commission file number: 000-18338
 I-FLOW CORPORATION
  Delaware
    
    33-0121984(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification No.)Incorporation or Organization)20202 Windrow Drive, Lake Forest, CA
    
    92630(Address of Principal Executive Offices)
    
    (Zip Code)
 
 þ o
  o þ o
 o þ




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##### 



I-FLOW CORPORATION
 FORM 10-Q
 FOR THE QUARTER ENDED JUNE 30, 2006
 Table of Contents
 PagePart I: Financial InformationItem 1.          Financial Statements (Unaudited)Condensed Consolidated Balance Sheets
    
    
    1Condensed Consolidated Statements of Operations and Comprehensive Operations
    
    
    2Condensed Consolidated Statements of Cash Flows
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2.          Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3.          Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4.          Controls and Procedures
    
    
    19Part II: Other InformationItem 1.          Legal Proceedings
    
    
    20Item 1A.       Risk Factors
    
    
    20Item 2.          Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 4.          Submission of Matters to a Vote of Security Holders
    
    
    22Item 6.          Exhibits
    
    
    23SignaturesEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1




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PART 1  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 I-FLOW CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
 (Amounts in thousands)
 June 30,
    
    
    December 31,2006
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    15,635
    
    
    $
    13,877Short-term investments
    
    
    8,791
    
    
    
    13,276Accounts receivable, less allowance for
doubtful accounts of $3,824 and $3,372
at June 30, 2006 and December 31, 2005,
respectively
    
    
    26,158
    
    
    
    22,344Inventories, net
    
    
    13,237
    
    
    
    11,717Prepaid expenses and other current assets
    
    
    1,942
    
    
    
    1,423Deferred taxes
    
    
    83
    
    
    
    Total current assets
    
    
    65,846
    
    
    
    62,637Property, net
    
    
    14,179
    
    
    
    14,867Goodwill
    
    
    2,639
    
    
    
    2,639Other intangible assets, net
    
    
    2,629
    
    
    
    2,655Other long-term assets
    
    
    155
    
    
    
    155Total assets
    
    $
    85,448
    
    
    $
    82,953LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    4,374
    
    
    $
    3,839Accrued payroll and related expenses
    
    
    5,504
    
    
    
    6,616Accrued use taxes payable
    
    
    1,235
    
    
    
    1,173Income taxes payable
    
    
    365
    
    
    
    337Other current liabilities
    
    
    510
    
    
    
    939Total current liabilities
    
    
    11,988
    
    
    
    12,904Commitments and contingenciesStockholders equity:Preferred stock  $0.001 par value;
5,000 shares authorized; no shares
issued and outstanding
    
    
    
    
    
    
    Common stock  $0.001 par value; 40,000
shares authorized; 23,395 and 22,629
shares issued and outstanding at June
30, 2006 and
December 31, 2005, respectively
    
    
    114,379
    
    
    
    110,890Accumulated other comprehensive loss
    
    
    (271
    )
    
    
    (242
    )Accumulated deficit
    
    
    (40,648
    )
    
    
    (40,599
    )Net stockholders equity
    
    
    73,460
    
    
    
    70,049Total liabilities and stockholders equity
    
    $
    85,448
    
    
    $
    82,953
  1




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I-FLOW CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS
 (Unaudited)
 (Amounts in thousands, except per share data)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenues:Net product sales
    
    $
    22,435
    
    
    $
    17,851
    
    
    $
    42,336
    
    
    $
    34,121Net rental income and other
    
    
    7,966
    
    
    
    6,332
    
    
    
    15,683
    
    
    
    12,803Total revenues
    
    
    30,401
    
    
    
    24,183
    
    
    
    58,019
    
    
    
    46,924Cost of revenues:Product cost of revenues
    
    
    6,016
    
    
    
    4,525
    
    
    
    11,338
    
    
    
    8,865Rental cost of revenues
    
    
    2,110
    
    
    
    1,834
    
    
    
    4,120
    
    
    
    3,596Total cost of revenues
    
    
    8,126
    
    
    
    6,359
    
    
    
    15,458
    
    
    
    12,461Gross profit
    
    
    22,275
    
    
    
    17,824
    
    
    
    42,561
    
    
    
    34,463Operating expenses:Selling and marketing
    
    
    15,645
    
    
    
    13,067
    
    
    
    30,435
    
    
    
    26,629General and administrative
    
    
    5,696
    
    
    
    4,903
    
    
    
    11,108
    
    
    
    9,527Product development
    
    
    564
    
    
    
    672
    
    
    
    1,147
    
    
    
    1,295Total operating expenses
    
    
    21,905
    
    
    
    18,642
    
    
    
    42,690
    
    
    
    37,451Operating income (loss)
    
    
    370
    
    
    
    (818
    )
    
    
    (129
    )
    
    
    (2,988
    )Interest income, net
    
    
    193
    
    
    
    234
    
    
    
    357
    
    
    
    473Income (loss) before income taxes
    
    
    563
    
    
    
    (584
    )
    
    
    228
    
    
    
    (2,515
    )Income tax expense
    
    
    130
    
    
    
    61
    
    
    
    277
    
    
    
    139Net income (loss)
    
    $
    433
    
    
    $
    (645
    )
    
    $
    (49
    )
    
    $
    (2,654
    )Net income (loss) per share:Basic
    
    $
    0.02
    
    
    $
    (0.03
    )
    
    $
    (0.00
    )
    
    $
    (0.12
    )Diluted
    
    $
    0.02
    
    
    $
    (0.03
    )
    
    $
    (0.00
    )
    
    $
    (0.12
    )Comprehensive Operations:Net income (loss)
    
    $
    433
    
    
    $
    (645
    )
    
    $
    (49
    )
    
    $
    (2,654
    )Foreign currency translation gain (loss)
    
    
    (62
    )
    
    
    61
    
    
    
    (89
    )
    
    
    59Unrealized gain (loss) on investment securities
    
    
    35
    
    
    
    28
    
    
    
    60
    
    
    
    (37
    )Comprehensive income (loss)
    
    $
    406
    
    
    $
    (556
    )
    
    $
    (78
    )
    
    $
    (2,632
    )
  2




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I-FLOW CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 (Amounts in thousands)
 Six Months EndedJune 30,2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (49
    )
    
    $
    (2,654
    )Adjustments to reconcile net loss to net cash used in operating activities:Stock-based compensation
    
    
    2,493
    
    
    
    1,699Depreciation and amortization
    
    
    2,492
    
    
    
    2,127Provision for doubtful accounts receivable
    
    
    1,806
    
    
    
    823Loss on property disposal
    
    
    138
    
    
    
    45Provision for inventory obsolescence
    
    
    89
    
    
    
    32Changes in operating assets and liabilities:Accounts receivable
    
    
    (5,620
    )
    
    
    (3,590
    )Inventories
    
    
    (1,609
    )
    
    
    (3,504
    )Prepaid expenses and other current assets
    
    
    (519
    )
    
    
    (658
    )Accounts payable, accrued payroll and related expenses
    
    
    (515
    )
    
    
    (856
    )Income taxes payable
    
    
    (55
    )
    
    
    138Other current liabilities
    
    
    (429
    )
    
    
    90Net cash used in operating activities
    
    
    (1,778
    )
    
    
    (6,308
    )CASH FLOWS FROM INVESTING ACTIVITIES:Property acquisitions
    
    
    (1,678
    )
    
    
    (4,731
    )Purchases of investments
    
    
    (700
    )
    
    
    (11,842
    )Maturities of investments
    
    
    5,245
    
    
    
    22,690Sale of investments
    
    
    
    
    
    
    985Patent acquisitions
    
    
    (238
    )
    
    
    (308
    )Net cash provided by investing activities
    
    
    2,629
    
    
    
    6,794CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from exercise of stock options and warrants
    
    
    996
    
    
    
    874Net cash provided by financing activities
    
    
    996
    
    
    
    874Effect of exchange rates on cash
    
    
    (89
    )
    
    
    59NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    1,758
    
    
    
    1,419CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    13,877
    
    
    
    10,021CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    15,635
    
    
    $
    11,440SUPPLEMENTAL CASH FLOW INFORMATION:Income tax payments
    
    $
    332
    
    
    $
    1SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:Property acquisitions
    
    $
    10
    
    
    $
    
  3




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I-FLOW CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  1. Basis of Presentation and Summary of Significant Accounting Policies
 Basis of Presentation
  Use of Estimates 
 New Accounting Pronouncements Accounting for Uncertainty in Income Taxes
 Accounting for Stock-Based Compensation Share-Based Payment Accounting for Stock-Based Compensation Accounting for Stock Issued to
Employees Share-Based
Payment
  Accounting for Stock Appreciation Rights and Other Variable Stock Option or
Award Plans, .
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Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2006
    
    2005
    
    2006
    
    2005Expected life (in years)
    
    
    5.0
    
    
    
    5.0
    
    
    
    5.0
    
    
    5.0Risk-free interest rate
    
    
    5.07
    %
    
    
    3.77
    %
    
    
    4.72%  5.07
    %
    
    
    3.70%  4.17
    %Volatility
    
    
    56
    %
    
    
    84
    %
    
    
    56%  57%
    
    
    84%  89%Dividend yield
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00%
    
    
    0.00%
    Stock Options
  5




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Weighted-AverageWeighted-
    
    
    RemainingAverage
    
    
    Contractual
    
    
    AggregateNumber
    
    
    Exercise Price
    
    
    Term
    
    
    Intrinsic(Amounts in thousands, except per share amounts)
    
    of Shares
    
    
    per Share
    
    
    (in years)
    
    
    ValueOptions outstanding at December 31, 2005
    
    
    3,828
    
    
    $
    9.66Options granted
    
    
    185
    
    
    $
    13.79Options exercised
    
    
    (196
    )
    
    $
    5.24Options forfeited or expired
    
    
    (103
    )
    
    $
    15.08Options outstanding at June 30, 2006
    
    
    3,714
    
    
    $
    9.95
    
    
    
    2.83
    
    
    $
    14,052Options vested and exercisable at June 30, 2006
    
    
    3,298
    
    
    $
    10.03
    
    
    
    2.78
    
    
    $
    12,530
 
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Three Months Ended
    
    
    Six Months Ended(Amounts in thousands, except per share amounts)
    
    June 30, 2005
    
    
    June 30, 2005Net loss  as reported
    
    $
    (645
    )
    
    $
    (2,654
    )Stock-based employee and director compensation
included in net loss, net of tax
    
    
    944
    
    
    
    1,698Total stock-based employee and director
compensation expense determined under fair value
based method for all awards, net of tax
    
    
    (2,780
    )
    
    
    (5,312
    )Net loss  pro forma
    
    $
    (2,481
    )
    
    $
    (6,268
    )Basic and diluted net loss per share  as reported
    
    $
    (0.03
    )
    
    $
    (0.12
    )Basic and diluted net loss per share  pro forma
    
    $
    (0.11
    )
    
    $
    (0.28
    )
 Restricted Stock and Restricted Stock Units
  Restricted Stock
    
    
    Restricted Stock UnitsWeighted-
    
    
    
    
    
    
    Weighted-Number of
    
    
    Average Grant
    
    
    Number of
    
    
    Average Grant(Amounts in thousands, except per share amounts)
    
    Shares
    
    
    Date Fair Value
    
    
    Shares
    
    
    Date Fair ValueNonvested shares outstanding at December 31, 2005
    
    
    
    
    
    $
    
    
    
    
    326
    
    
    $
    14.75Shares issued
    
    
    522
    
    
    
    13.89
    
    
    
    411
    
    
    
    13.74Shares vested or released
    
    
    
    
    
    
    
    
    
    
    (45
    )
    
    
    15.02Shares forfeited
    
    
    
    
    
    
    
    
    
    
    (50
    )
    
    
    14.66Nonvested shares outstanding at June 30, 2006
    
    
    522
    
    
    $
    13.89
    
    
    
    642
    
    
    $
    14.09
  2. Inventories
  June 30,
    
    
    December 31,(Amounts in thousands)
    
    2006
    
    
    2005Raw materials
    
    $
    7,600
    
    
    $
    7,128Work in process
    
    
    2,182
    
    
    
    2,001Finished goods
    
    
    4,547
    
    
    
    3,667Reserve for obsolescence
    
    
    (1,092
    )
    
    
    (1,079
    )Total
    
    $
    13,237
    
    
    $
    11,717
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3. Earnings (Loss) Per Share
 Earnings Per Share
    Three Months Ended June 30,
    
    
    Six Months Ended June 30,(Amounts in thousands, except per share amounts)
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Net income (loss) (Numerator)
    
    $
    433
    
    
    $
    (645
    )
    
    $
    (49
    )
    
    $
    (2,654
    )Basic net income per share (Denominator):Weighted-average number of common shares outstanding
    
    
    23,346
    
    
    
    22,389
    
    
    
    23,024
    
    
    
    22,309Effect of dilutive securities:Stock options, nonvested restricted stock and
nonvested restricted stock units
    
    
    1,235
    
    
    
    
    
    
    
    
    
    
    
    Diluted net income per share (Denominator):Weighted-average number of common and common
equivalent shares outstanding
    
    
    24,581
    
    
    
    22,389
    
    
    
    23,024
    
    
    
    22,309Net income (loss) per share:Basic
    
    $
    0.02
    
    
    $
    (0.03
    )
    
    $
    (0.00
    )
    
    $
    (0.12
    )Diluted
    
    $
    0.02
    
    
    $
    (0.03
    )
    
    $
    (0.00
    )
    
    $
    (0.12
    )
   4. Goodwill and Other Intangible Assets
 Goodwill
and Other Intangible Assets
 8




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As of June 30, 2006Carrying
    
    
    Accumulated(Amounts in thousands)
    
    Amount
    
    
    Amortization
    
    
    NetPatents
    
    $
    2,937
    
    
    $
    1,172
    
    
    $
    1,765Licensing Rights
    
    
    1,101
    
    
    
    237
    
    
    
    864Total
    
    $
    4,038
    
    
    $
    1,409
    
    
    $
    2,629
 As of December 31, 2005Carrying
    
    
    Accumulated(Amounts in thousands)
    
    Amount
    
    
    Amortization
    
    
    NetPatents
    
    $
    2,857
    
    
    $
    1,113
    
    
    $
    1,744Licensing Rights
    
    
    1,101
    
    
    
    190
    
    
    
    911Total
    
    $
    3,958
    
    
    $
    1,303
    
    
    $
    2,655
   5. Stockholders Equity
  6. Operating Segments and Revenue Data
  9




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Manufacturing and(Amounts in thousands)
    
    Marketing
    
    Rentals
    
    ConsolidatedThree months ended June 30, 2006Revenues
    
    $
    22,435
    
    
    $
    7,966
    
    
    $
    30,401Operating income (loss)
    
    
    (1,897
    )
    
    
    2,267
    
    
    
    370Assets
    
    
    57,361
    
    
    
    28,087
    
    
    
    85,448Depreciation and amortization
    
    
    355
    
    
    
    906
    
    
    
    1,261Property additions
    
    
    141
    
    
    
    687
    
    
    
    828Six months ended June 30, 2006Revenues
    
    $
    42,336
    
    
    $
    15,683
    
    
    $
    58,019Operating income (loss)
    
    
    (4,737
    )
    
    
    4,608
    
    
    
    (129
    )Assets
    
    
    57,361
    
    
    
    28,087
    
    
    
    85,448Depreciation and amortization
    
    
    711
    
    
    
    1,781
    
    
    
    2,492Property additions
    
    
    517
    
    
    
    1,161
    
    
    
    1,678Three months ended June 30, 2005Revenues
    
    $
    17,851
    
    
    $
    6,332
    
    
    $
    24,183Operating income (loss)
    
    
    (2,379
    )
    
    
    1,561
    
    
    
    (818
    )Assets
    
    
    60,649
    
    
    
    23,094
    
    
    
    83,743Depreciation and amortization
    
    
    358
    
    
    
    731
    
    
    
    1,089Property additions
    
    
    74
    
    
    
    2,311
    
    
    
    2,385Six months ended June 30, 2005Revenues
    
    $
    34,121
    
    
    $
    12,803
    
    
    $
    46,924Operating income (loss)
    
    
    (6,618
    )
    
    
    3,630
    
    
    
    (2,988
    )Assets
    
    
    60,649
    
    
    
    23,094
    
    
    
    83,743Depreciation and amortization
    
    
    702
    
    
    
    1,425
    
    
    
    2,127Property additions
    
    
    74
    
    
    
    4,657
    
    
    
    4,731
  7. Commitments and Contingencies
   10




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11




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward-Looking Statements
  Overview
   Results of Operations
 Revenue
    12




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Cost of Revenues
   13




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Selling and Marketing Expenses
     General and Administrative Expenses
    14




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Product Development Expenses
  Interest Income, Net
  Income Taxes
  Liquidity and Capital Resources
    15




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S-K 303(a)(4)(ii)
 New Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes
 16




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Critical Accounting Policies
  Revenue Recognition
    Accounts Receivable
  Inventories
  17




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Deferred Taxes
  Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets
 Stock-Based Compensation
 Share-Based Payment
 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
   18




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Foreign Currency
  
 Item 4. CONTROLS AND PROCEDURES
   19




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PART II  OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 1A. RISK FACTORS
  RISK FACTORS RELATING TO OUR BUSINESS AND THE INDUSTRY IN WHICH WE OPERATE
 We have experienced net losses in prior periods and have an accumulated deficit. Future losses are
possible.
  Changes in third-party reimbursement rates may adversely impact InfuSystems revenues.
  We may need to raise additional capital in the future to fund our operations. We may be unable to
raise funds when needed or on acceptable terms.
  Additional financings may be dilutive to stockholders, involve the issuance of securities that are
more senior to our stock or impose operational restrictions.
  20




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A significant portion of our sales is to customers in foreign countries. We may lose revenues,
market share, and profits due to exchange rate fluctuations and other factors related to our
foreign business.
   We currently rely on two distributors for a significant percentage of our sales. If our
relationship with these distributors were to deteriorate, our sales may materially decline.
  RISK FACTORS RELATED SPECIFICALLY TO OUR COMMON STOCK
 The average trading volume for our common stock is relatively low when compared to most larger
companies. As a result, there may be less liquidity and more volatility associated with our common
stock, even if our business is doing well.
   
    
    announcements of technological innovations, new products, or clinical studies by us or others;
    
    government regulation;
    
    changes in the coverage or reimbursement rates of private insurers and governmental agencies;
    
    developments in patent or other proprietary rights;
    
    future sales of substantial amounts of our common stock by existing stockholders or by us; and
    
    comments by securities analysts and general market conditions.
  21




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Future sales of our common stock by existing stockholders could negatively affect the market price
of our stock and make it more difficult for us to sell stock in the future.
  
    
    22,873,473 shares of common stock that are freely tradable in the public markets;
    
    521,931 shares of restricted stock that are subject to outstanding awards under our 2001
Equity Incentive Plan;
    
    215,109 shares of common stock underlying outstanding warrants which have been registered for
resale under a Registration Statement on Form S-3 (Registration No. 333-109096); and
    
    an aggregate of 4,358,390 shares of common stock that are subject to outstanding awards under
our various equity incentive plans, including shares of restricted stock units and stock
options.
  
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  (1)
    
    The stockholders approved the election of the two Class I directors to the board of
directors.
 Director Nominee
    
    Term
    
    For
    
    Withhold AuthorityJames J. Dal Porto
    
    3 years
    
    
    20,109,144
    
    
    
    1,536,760Jack H. Halperin
    
    3 years
    
    
    19,605,604
    
    
    
    2,040,300
  (2)
    
    The stockholders ratified the selection of Deloitte & Touche LLP as the Companys independent
auditor for the fiscal year ending December 31, 2006.
 For
    
    Against
    
    Abstain
    
    Broker Non-Votes21,068,198
    
    
    495,607
    
    
    
    82,097
    
    
    
    
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Item 6. EXHIBITS
  23




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SIGNATURES
  I-FLOW CORPORATIONDate: August 3, 2006
    
    /s/Donald M. EarhartDonald M. EarhartChairman, President and Chief Executive Officer(On behalf of the registrant)Date: August 3, 2006
    
    /s/James R. TalevichJames R. TalevichChief Financial Officer(As principal financial officer)
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##### Table of Contents



INDEX TO EXHIBITS
 Exhibit No.
    
    Exhibit2.1
    
    Stock Purchase Agreement, dated October 28, 2004, by and between
Integra LifeSciences Corporation and I-Flow Corporation (1)2.2
    
    Merger Agreement, dated July 27, 2001, by and between I-Flow
Corporation, a Delaware corporation, and I-Flow Corporation, a
California corporation (2)2.3
    
    Agreement and Plan of Merger, dated January 13, 2000, by and
among I-Flow Corporation, Spinal Acquisition Corp., Spinal
Specialties, Inc. and the Shareholders of Spinal Specialties,
Inc. (3)2.4
    
    Agreement and Plan of Merger, dated February 9, 1998, by and
among I-Flow Corporation, I-Flow Subsidiary, Inc., Venture
Medical, Inc., InfuSystems II, Inc. and the Shareholders of
Venture Medical, Inc. and InfuSystems II, Inc. (4)2.5
    
    Agreement for Purchase and Sale of Assets, dated July 3, 1996, by
and among I-Flow Corporation, Block Medical, Inc. and Hillenbrand
Industries, Inc. (5)3.1
    
    Amended and Restated Certificate of Incorporation of I-Flow
Corporation, a Delaware Corporation (6)3.2
    
    Bylaws of I-Flow Corporation, a Delaware Corporation (2)3.3
    
    Certificate of Designation Regarding Series A Junior
Participating Cumulative Preferred Stock (7)4.1
    
    Specimen Common Stock Certificate (8)4.2
    
    Warrant Agreement, dated February 13, 1990, between the Company
and American Stock Transfer & Trust Company, as warrant agent (9)4.3
    
    Rights Agreement, dated as of March 8, 2002, by and between
I-Flow Corporation and American Stock Transfer & Trust Company,
as rights agent, which includes, as Exhibit A, the Form of Rights
Certificate, the Form of Assignment and the Form of Election to
Purchase (7)4.4
    
    Warrant to Purchase Stock, dated May 8, 2003, between I-Flow
Corporation and Silicon Valley Bank (10)4.5
    
    Registration Rights Agreement, dated May 8, 2003, between I-Flow
Corporation and Silicon Valley Bank (10)4.6
    
    Form of Warrant, dated September 4, 2003 (1)4.7
    
    Form of Registration Rights Agreement, dated September 4, 2003 (1)10.37
    
    Amendment to Loan Agreement, dated as of April 29, 2006, between
I-Flow Corporation and Silicon Valley Bank (11)31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 (1)
    
    Incorporated by reference to exhibit with this title filed with the Companys Quarterly
Report on Form10-Q for the quarter ended September 30, 2003.(2)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K filed on August 3, 2001.




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(3)
    
    Incorporated by reference to exhibit with this title filed with the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000.(4)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K/A filed on March 6, 1998.(5)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K dated July 22, 1996.(6)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K dated May 29, 2002.(7)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K filed on March 13, 2002.(8)
    
    Incorporated by reference to exhibit with this title filed with the Companys Quarterly
Report on Form10-Q for the quarter ended March 31, 2002.(9)
    
    Incorporated by reference to exhibit with this title filed with the Companys Annual Report
on Form 10-K for the fiscal year ended September 30, 1990.(10)
    
    Incorporated by reference to exhibit with this title filed with the Companys Quarterly
Report on Form10-Q for the quarter ended June 30, 2003.(11)
    
    Incorporated by reference to exhibit with this title filed with the Companys Quarterly
Report on Form
10-Q for the quarter ended March 31, 2006.