First Amendment to Lease Agreement



 Exhibit 10.1 
 FIRST AMENDMENT TO LEASE 
 This agreement is
made this 27th day of June, 2008, between Leo C. Thibeault, Jr., Trustee of The Thibeault Nominee Trust under a declaration of trust dated
November 20, 1996, recorded with the Essex County South District Registry of Deeds at Book 13856, Page 290, having a usual place of business at 20 Cherry Hill Drive, Danvers, Massachusetts 01923 (“Lessor”), and ABIOMED, Inc., a
Delaware corporation having a usual place of business at 20 Cherry Hill Drive, Danvers, Massachusetts 01923 (“Lessee”). 
 WHEREAS,
on or about January 8, 1999, Lessor and Lessee entered into a Lease (the “Original Lease”) for 79,200 square feet of space (the “Premises”) in the building (the “Building”) known and numbered as 20 Cherry Hill
Drive, Danvers, Massachusetts. 
 WHEREAS, Lessor and Lessee have agreed to extend the Term of the Original Lease and to revise the amount of
Base Rent payable by Lessee as provided more specifically in this First Amendment to Lease (the “First Amendment to Lease”; the First Amendment to Lease and the Original Lease are sometimes referred to herein collectively as the
“Lease”). 
 NOW, THEREFORE, for valuable consideration each to the other paid, the receipt and sufficiency of which are hereby
acknowledged, Lessor and Lessee agree as follows: 
  

	1.	Section 3 of the Lease is hereby deleted and the following is inserted in its place: 

 The term of this Lease shall commence on January 8,1999 (the “Commencement Date”). The “Full Occupancy Date” hereunder is March 1, 2000 and the Term of the Lease shall end on
February 28, 2016 (the “Termination Date”), unless sooner terminated as hereinafter provided. 
 Lessee shall have the right to
terminate this Lease prior to the Termination Date by written notice to Lessor (the “Termination Notice”) and the Term of this Lease shall terminate on the date (the “Termination Date”) which is six (6) months from the date
on which Lessee sends the Termination Notice to Lessor. If the Lease terminates other than on the first day of a calendar month, the Rent payable under the Lease for such month shall be pro-rated accordingly. No Termination Notice shall be effective
unless accompanied by a payment (the “Termination Payment”) as follows: (i) if the Termination Date occurs on March 1,2009, through and including February 28,2010, the Termination Payment shall be Two Million and 00/100
($2,000,000.00) Dollars; (ii) if the Termination Date occurs on March 1, 2010, through and including February 28, 2011, the Termination Payment shall be One Million Eight Hundred Fifty Thousand and 00/100 ($1,850,000.00) Dollars;
(iii) if the Termination Date occurs on March 1, 2011, through and including February 29, 2012, the Termination Payment shall be One Million Seven Hundred Fifty Thousand and 00/100 ($1,750,000.00) Dollars; (iv) if the Termination
Date occurs on March 1, 2012, through and including February 28, 2013, the Termination Payment shall be One Million Five Hundred Thousand and 00/100 ($1,500,000.00) Dollars; (v) if the Termination Date occurs on March 1,2013,
through and including February 28, 2014, the Termination Payment shall be One 







 Million and 00/100 ($1,000,000.00) Dollars; and (vi) if the Termination Date occurs on March 1,
2014, through and including February 28, 2015, the Termination Payment shall be Seven Hundred Fifty Thousand and 00/100 ($750,000.00) Dollars. Lessee shall not otherwise have any right to terminate the Term of the Lease except as hereinabove
provided. Lessee shall specifically not have the right to give a Termination Notice that establishes a Termination Date prior to March 1, 2009 or after February 28, 2015. Lessee shall timely make all payments of Base Rent, Additional Rent
and all other sums due under the Lease during the six (6) month period between its giving of a Termination Notice and the applicable Termination date. 
  

	2.	Notwithstanding the provisions of Section 5(a) of the Original Lease, the Base Rent for the Premises shall be as follows: 

 (i) for the months of July, August, September and October, 2008, Lessee shall not be obligated to pay any Base Rent; 
 (ii) for the months of November, 2008, through and including June, 2010, the Base Rent shall be Forty Thousand and 00/100 ($40,000.00) Dollars per month;

 (iii) for the months of July, 2010, through and including February, 2014, the Base Rent shall be Sixty-four Thousand Three Hundred Fifty
and 00/100 ($64,350.00) Dollars per month: and 
 (iv) for the months of March, 2014, through and including February, 2016, the Base Rent
shall be Sixty-six Thousand and 00/100 ($66,000.00) Dollars per month. 
  

	3.	Section 34 of the Lease is hereby deleted. 

  

	4.	Except as otherwise provided herein, the Lease is hereby ratified and confirmed. 

  

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 Signed as a sealed instrument as of the day and year first written above. 
  

							
	LESSOR	 		 		 	LESSEE
				
	Leo C. Thibeault, Jr.	 		 		 	ABIOMED, Inc.
	Trustee of The Thibeault Nominee Trust	 		 		 	
				
	 /s/ Leo C. Thibeault Trustee
	 		 	By:	 	 



	Leo C. Thibeault	 		 		 	

 COMMONWEALTH OF MASSACHUSETTS 
  

			
	County of Essex, ss.	  	June         , 2008.

 On this 27th day of June, 2008, before me, the undersigned notary public, personally appeared Michael R Minogue President & CEO of Abiomed, Inc., proved to me
through satisfactory evidence of identification, which was Drivers License , to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose. 
  

			
		 	


	 


	 	
	Notary Public	 	
	
	STATE OF VERMONT


  

			
	County of Windsor, ss.	  	June 26th, 2008

 On this 26th day of June, 2008, before me, the undersigned notary public, personally appeared Leo C. Thibeault, Jr., Trustee, proved to me through satisfactory evidence of
identification, which was Drivers License, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose. 
  

	
	 



	Notary Public


  

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