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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 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: 000-28288
 
 Cardiogenesis Corporation
  California
    
    77-0223740(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
 11 Musick, Irvine, California 92618
 (949) 420-1800
 None
  
 o þ
 o þ
 þ o
 o o
 o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company þ(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE:




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##### 



INDEX TO FORM 10-K
 PagePART IItem 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    12Item 2. Properties
    
    
    24Item 3. Legal Proceedings
    
    
    24Item 4. (Removed and Reserved)
    
    
    25PART IIItem 5. Market for Registrants Common Equity and Related Shareholder Matters and Issuer
Purchases of Equity Securities
    
    
    25Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    26Item 8. Financial Statements and Supplementary Data
    
    
    32Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    32Item 9A. Controls and Procedures
    
    
    33Item 9B. Other Information
    
    
    33PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    34Item 11. Executive Compensation
    
    
    34Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters
    
    
    34Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    34Item 14. Principal Accountant Fees and Services
    
    
    34Item 15. Exhibits and Financial Statement Schedules
    
    
    35Signatures
    
    
    37EX-21.1EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1




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PART I
 This Annual Report on Form 10-K contains forward-looking statements that are based on the
beliefs of our management as well as assumptions made by and information currently available to us.
When we use the words believe, plan, will likely result, expect, intend, will
continue, is anticipated, estimate, project, may, could, would, should, and similar
expressions in this Form 10-K as they relate to us or our management, we are intending to identify
forward-looking information statements. These statements reflect our current views with respect to
expected future plans, initiatives, operating conditions and other potential events and are subject
to certain risks, assumptions, and uncertainties. The statements contained herein that are not
purely historical are forward-looking statements including without limitation statements regarding
our expectations, beliefs, intentions or strategies regarding the future. Such statements include
information contained in this Form 10-K regarding pending legal proceedings and the results thereof
as well as any statements regarding our future product development, governmental or other
regulatory approval prospects and related matters. All forward-looking statements included in this
document are based on information available to us on the date hereof, and we assume no obligation
to update any such forward-looking statements. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain factors, including
those set forth in Risk Factors below.
  
 Item 1. Business.
 Overview
    1




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Industry Background
       The TMR Procedure
 ®
 2




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Our Strategy
  
    
    Expand the Market for our Products.We are seeking to expand market awareness and
acceptance of our FDA approved products among opinion leaders in the field of
cardiovascular medicine, including cardiologists, and the referring physician community.
Our strategy includes a thoughtful expansion of our direct sales force combined with
development of key opinion leaders in the cardiothoracic and cardiology specialties.
    
    Add Innovative New Technology to our Current Product Offering.Our focus is to add
innovative new tools to help address ischemia associated with advanced cardiovascular
disease. We are committed to expanding our TMR product offering with new product
initiatives including our minimally invasive PEARL 8.0 handpiece.
    
    Develop Proprietary Catheters to Incorporate the Delivery of Biologics and Stem Cells.
There is a tremendous enthusiasm on the use of stem cells as a novel treatment for heart
disease. In particular, treatment with stem cells offers the possibility of reversing and
repairing damaged myocardium resulting in improved cardiac function and clinical outcomes.
Our PHOENIX handpiece combines the application of TMR with the intramyocardial delivery of
biologic or pharmacologic therapeutic agents. The focus for us will be in proprietary
delivery systems as opposed to development of specific biologic agents.
    
    Leverage Proprietary Technology.We believe that our significant expertise in laser-
and surgical-based systems for the treatment of ischemia related to advanced cardiovascular
disease and the proprietary technologies we have developed are important factors in our
efforts to demonstrate the safety and effectiveness of our procedures. We currently have
multiple U.S. patent applications pending relating to various aspects of cardiovascular
related devices and therapies, and we intend to develop additional proprietary technologies
and maintain multiple U.S. and foreign patents.
 Our Products and Technology
 Our TMR System
   Solargen 2100s Console.
 Sologrip®
 III.
 3




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PEARL 5.0. da Vinci
 New Product Pipeline
 PEARL 8.0
 PHOENIX
 Sales and Marketing
      Research and Development
  4




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Clinical Trials
   Manufacturing
   Competition
  5




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
    
    the timing of receipt of requisite regulatory approvals,
    
    favorable reimbursement for the procedure,
    
    efficacy and ease of use of our TMR products and applications,
    
    breadth of product line, system reliability,
    
    brand name recognition, and
    
    effectiveness of distribution channels and cost of capital equipment and disposable
devices.
 Government Regulation
 United States
   6




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Fraud and Abuse
  7




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Foreign Regulation
  Patents and Proprietary Rights
  8




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Third Party Reimbursement
   9




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Product Liability and Insurance
  Employees
  Executive Officers
  Name
    
    Age
    
    PositionPaul J. McCormick
    
    
    57
    
    
    Executive ChairmanWilliam R. Abbott
    
    
    54
    
    
    Senior Vice President, Chief Financial Officer, Secretary and TreasurerRichard P. Lanigan
    
    
    51
    
    
    Executive Vice President, Marketing
 10




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Paul J. McCormick
 William R. Abbott
 Richard P. Lanigan
 General Information
   
    
    our annual reports on Form 10-K;
    
    our quarterly reports on Form 10-Q
    
    our policies related to corporate governance, including our Code of Conduct and Ethics,
which apply to our directors, officers and employees (including our principal executive
officer and principal financial officer), that we have adopted to meet the requirements set
forth in the rules and regulations of the Commission and its corporate governance
principles; and
    
    the charters of the Audit, Compensation and Nominating and Corporate Governance
Committees of our Board of Directors.
  11




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Item 1A. Risk Factors
 In addition to other information included in this Annual Report on Form 10-K , the following
factors, among others, could cause the actual results to differ materially from those contained in
forward-looking statements contained in this Annual Report on Form 10-K , and thus should be
considered carefully in evaluating our business and future prospects. The following risk factors
are not an exhaustive list of the risks associated with our business. New factors may emerge or
changes to these risks could occur that could materially affect our business.
 Our ability to maintain current operations is dependent upon achieving profitable operations or
obtaining financing in the future.
   Our ability to maintain revenues and operating income and achieve growth in sales and operating
income in the future is dependent upon physician awareness of our products as a safe, efficacious
and appropriate treatment for their patients.
  We may not be able to successfully market our products if third party reimbursement for the
procedures performed with our products is not available for our health care provider customers.
   12




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Healthcare policy changes, including recent federal legislation to reform the U.S. healthcare
system, may have a material adverse effect on us.
   If we fail to maintain regulatory approvals and clearances, or are unable to obtain, or experience
significant delays in obtaining, FDA clearances or approvals for our future products or product
modifications, our ability to commercially distribute and market these products could suffer.
   13




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If we, our suppliers, or our manufacturers fail to comply with ongoing FDA or other foreign
regulatory authority requirements, our business may be negatively impacted.
  
    
    warning letters or untitled letters;
    
    fines and civil penalties;
    
    unanticipated expenditures to address or defend such actions;
    
    delays in clearing or approving, or refusal to clear or approve, our products;
    
    withdrawal or suspension of approval of our products or those of our third-party
suppliers by the FDA or other regulatory bodies;
    
    product recall or seizure;
    
    orders for physician notification or device repair, replacement or refund;
    
    interruption of production;
    
    operating restrictions;
    
    injunctions; and
    
    criminal prosecution.
    14




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In the future, the FDA could restrict the current uses of our TMR System and thereby restrict our
ability to generate revenues.
  We may fail to comply with international regulatory requirements and could be subject to regulatory
delays, fines or other penalties.
  
    
    delays in receipt of, or failure to receive, foreign regulatory approvals or clearances;
    
    the loss of previously obtained approvals or clearances; or
    
    the failure to comply with existing or future regulatory requirements.
   We purchase some of the key components of our products from single suppliers. The loss of these
suppliers could prevent or delay shipments of our products or delay our clinical trials or
otherwise adversely affect our business.
  15




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If our independent contract manufacturers fail to timely deliver to us sufficient quantities of
some of our products and components in a timely manner, our operations may be harmed.
  
    
    inadequate capacity of the manufacturers facilities;
    
    interruptions in access to certain process technologies; and
    
    reduced control over product availability, quality, delivery schedules, manufacturing
yields and costs.
    If clinical trials of our current or future product candidates do not produce results necessary to
support regulatory clearance or approval in the United States or elsewhere, we will be unable to
commercialize these products.
  
    
    the FDA, institutional review boards or other regulatory authorities do not approve a
clinical study protocol, force us to modify a previously approved protocol, or place a
clinical study on hold;
    
    patients do not enroll in, or enroll at the expected rate, or complete a clinical study;
 16




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
    
    patients or investigators do not comply with study protocols;
    
    patients do not return for post-treatment follow-up at the expected rate;
    
    patients experience serious or unexpected adverse side effects for a variety of reasons
that may or may not be related to our products such as the advanced stage of co-morbidities
that may exist at the time of treatment, causing a clinical study to be put on hold;
    
    sites participating in an ongoing clinical study may withdraw, requiring us to engage
new sites;
    
    difficulties or delays associated with bringing additional clinical sites on-line;
    
    third-party clinical investigators decline to participate in our clinical studies, do
not perform the clinical studies on the anticipated schedule or consistent with the
investigator agreement, clinical study protocol, good clinical practices, and other FDA and
Institutional Review Board requirements;
    
    third-party organizations do not perform data collection and analysis in a timely or
accurate manner;
    
    regulatory inspections of our clinical studies require us to undertake corrective action
or suspend or terminate our clinical studies;
    
    changes in U.S. federal, state, or foreign governmental statutes, regulations or
policies;
    
    interim results are inconclusive or unfavorable as to immediate and long-term safety or
efficacy; or
    
    the study design is inadequate to demonstrate safety and efficacy.
  If the third parties on which we rely to conduct our clinical trials and to assist us with
pre-clinical development do not perform as contractually required or expected, we may not be able
to obtain regulatory clearance or approval for or commercialize our products.
  Our third-party distributors may not effectively distribute our products.
  The use, misuse or off-label use of our products may harm our image in the marketplace or result in
injuries that lead to product liability suits, which could be costly to our business or result in
FDA sanctions if we are deemed to have engaged in such promotion.
  17




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Expansion of our business may put added pressure on our management and operational infrastructure
affecting our ability to meet any increased demand for our products and possibly having an adverse
effect on our operating results.
  
    
    the dependence on the growth of the market for our currently approved and reimbursed
products;
    
    our ability to successfully expand sales to potential customers and increasing clinical
adoption of the TMR procedure;
    
    domestic and international regulatory developments;
    
    rapid technological change;
    
    the highly competitive nature of the medical devices industry; and
    
    the risk of entering emerging markets in which we have limited or no direct experience.
  Our operating results are expected to fluctuate and quarter-to-quarter comparisons of our results
may not indicate future performance.
  Potential acquisitions or strategic relationships may be more costly or less profitable than
anticipated and may adversely affect the price of our stock.
  18




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Our international operations subject us to certain operating risks, which could adversely impact
our net sales, results of operations and financial condition.
   
    
    the imposition of additional U.S. and foreign governmental controls or regulations;
    
    the imposition of costly and lengthy new export licensing requirements;
    
    the imposition of U.S. or international sanctions against a country, company, person or
entity with whom we do business that would restrict or prohibit continued business with the
sanctioned country, company, person or entity;
    
    economic instability;
    
    a shortage of high-quality sales people and distributors;
    
    changes in third-party reimbursement policies that may require some of the patients who
receive our products to directly absorb medical costs or that may necessitate the reduction
of the selling prices of our products;
    
    changes in duties and tariffs, license obligations and other non-tariff barriers to
trade;
    
    the imposition of new trade restrictions;
    
    the imposition of restrictions on the activities of foreign agents, representatives and
distributors;
    
    scrutiny of foreign tax authorities which could result in significant fines, penalties
and additional taxes being imposed on us;
    
    pricing pressure that we may experience internationally;
    
    laws and business practices favoring local companies;
    
    longer payment cycles;
    
    difficulties in maintaining consistency with our internal guidelines;
    
    difficulties in enforcing agreements and collecting receivables through certain foreign
legal systems; and
    
    difficulties in enforcing or defending intellectual property rights.
  Our operations are currently conducted at a single location that may be at risk from earthquakes or
other natural disasters.
  19




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Our stock is currently listed on the OTCQB market which may have an unfavorable impact on our
stock price and liquidity.
  Applicability of penny stock rules to broker-dealer sales of our common stock could have a
negative effect on the liquidity and market price of our common stock.
  The price of our common stock may fluctuate significantly, which may result in losses for
investors.
  
    
    actual or anticipated variations in our quarterly operating results;
    
    the timing and amount of conversions and subsequent sales of common stock issuable upon
exercise of outstanding options and warrants;
    
    announcements of technological innovations or new products or services by us or our
competitors;
    
    announcements relating to strategic relationships or acquisitions;
    
    additions or terminations of coverage of our common stock by securities analysts;
    
    statements by securities analysts regarding us or our industry;
    
    conditions or trends in the medical device industry;
    
    the lack of liquidity in the market for our common stock; and
    
    changes in the economic performance and/or market valuations of other medical device
companies.
  Third party intellectual property rights may limit the development and protection of our
intellectual property, which could adversely affect our competitive position.
  
    
    obtain patent protection for our products and processes;
    
    preserve our trade secrets and proprietary technology; and
    
    operate without infringing upon the patents or proprietary rights of third parties.
 20




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We have been named as a defendant in a patent infringement lawsuit and costly litigation may be
necessary to protect or defend our intellectual property rights.
   
    
    enforce our issued patents;
    
    protect our trade secrets or know-how; or
    
    determine the enforceability, scope and validity of the proprietary rights of others.
  
    
    subject us to significant liabilities to third parties;
    
    require us to seek licenses from third parties;
    
    prevent us from selling our products in certain markets or at all; or
    
    require us to modify our products.
    We rely on patent and trade secret laws, which are complex and may be difficult to enforce.
  21




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
    
    may have developed or will develop similar products;
    
    may duplicate our products; or
    
    may design around any patents issued to or licensed by us.
  
    
    others may have filed applications for inventions covered by our pending patent
applications before us; or
    
    we may infringe upon patents that may eventually be issued to others on such
applications.
  We may suffer losses from product liability claims if our products cause harm to patients.
    We depend heavily on key personnel and turnover of key employees and senior management could harm
our business.
  Future sales of our common stock could lower our stock price.
  22




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Provisions of our articles of incorporation as well as our rights agreement could discourage
potential acquisition proposals and could deter or prevent a change of control.
  Changes in, or interpretations of, accounting rules and regulations could result in unfavorable
accounting charges.
  Our internal controls over financial reporting may not be effective, which could have a significant
and adverse effect on our business.
   We do not anticipate declaring any cash dividends on our common stock.
  23




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Unstable market conditions may have severe adverse consequences on our business.
   
 Item 2. Properties.
  
 Item 3. Legal Proceedings.
    24




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Item 4: (Removed and Reserved).
 
 PART II
 
 Item 5. Market for Registrants Common Equity, Related Shareholder Matters, and Issuer Purchases
of Equity Securities.
 Price Range of Common Stock
  2009
    
    High
    
    
    LowFirst Quarter
    
    $
    0.34
    
    
    $
    0.08Second Quarter
    
    $
    0.24
    
    
    $
    0.16Third Quarter
    
    $
    0.22
    
    
    $
    0.15Fourth Quarter
    
    $
    0.25
    
    
    $
    0.13
 2010
    
    High
    
    
    LowFirst Quarter
    
    $
    0.38
    
    
    $
    0.19Second Quarter
    
    $
    0.41
    
    
    $
    0.21Third Quarter
    
    $
    0.38
    
    
    $
    0.20Fourth Quarter
    
    $
    0.28
    
    
    $
    0.22
 Holders of Common Stock
  Dividend Policy
  25




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Equity Compensation Plans
  (a)
    
    
    (b)
    
    
    (c)
    
    
    (d)Number of SecuritiesNumber of
    
    
    
    
    
    Remaining Available forSecurities
    
    
    Weighted
    
    
    Issuance Under Equity
    
    
    Total ofto be Issued
    
    
    Average
    
    
    Compensation
    
    
    SecuritiesUpon Exercise of
    
    
    Exercise Price of
    
    
    Plans (Excluding
    
    
    Reflected inOutstanding
    
    
    Outstanding
    
    
    Securities Reflected in
    
    
    ColumnsPlan Category
    
    Options
    
    
    Options
    
    
    Column (a))
    
    
    (a) and (c)Equity compensation
plans approved by
security holders
(1)
    
    
    3,200,134
    
    
    $
    0.43
    
    
    
    3,862,623
    
    
    
    7,062,757Equity compensation
plans not approved
by security holders
    
    
    0
    
    
    
    N/A
    
    
    
    0
    
    
    
    0
 
 (1)
    
    Consists of: (i) the Companys Stock Option Plan, (ii) the Companys Director Stock Option
Plan, and (iii) the Companys Employee Stock Purchase Plan. The Board of Directors suspended
the Employee Stock Purchase Plan effective May 15, 2009. There are currently no shares
available for purchase under the Employee Stock Purchase Plan. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Overview
   26




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Results of Operations
 Year Ended December 31, 2010 Compared to Year Ended December 31, 2009
 Net Revenues
      27




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Gross Profit
  Research and Development
   Sales and Marketing
   General and Administrative
  28




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Other Income (Expense)
  Years EndedDecember 31,2010
    
    
    2009($ In thousands)Interest expense
    
    
    (6
    )
    
    
    (36
    )Interest income
    
    
    2
    
    
    
    3Other income (expense)
    
    
    176
    
    
    
    (63
    )Total other income (expense), net
    
    $
    172
    
    
    $
    (96
    )
  Liquidity and Capital Resources
      29




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
    
    the success of the commercialization of our products and our refocused sales
strategy;
    
    sales and marketing activities, and expansion of our commercial infrastructure,
related to our approved products and product candidates;
    
    our compliance with our contractual obligations;
    
    the results of our clinical trials and requirements to conduct additional clinical
trials;
    
    the rate of progress of our research and development programs;
    
    the time and expense necessary to obtain regulatory approvals;
    
    activities and payments in connection with potential acquisitions of companies,
products or technology; and
    
    competitive, technological, market and other developments.
   Critical Accounting Policies and Estimates
   Revenue Recognition:
    30




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Accounts Receivable:
  Inventories:
  Accounting for the Impairment or Disposal of Long-Lived Assets:
  Income Taxes:
  31




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Stock-Based Compensation:
  Recently Issued Accounting Standards
     
 Item 8. Financial Statements and Supplementary Data.
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  32




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Item 9A. Controls and Procedures.
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
  Changes in Internal Control Over Financial Reporting
  
 Item 9B. Other Information.
  33




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
  
 Item 11. Executive Compensation.
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters.
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
  
 Item 14: Principal Accountant Fees and Services.
  34




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Item 15. Exhibits.
 EXHIBIT INDEX
 Exhibit No.
    
    Description3.1
    
    Restated Articles of Incorporation,
as amended (incorporated by reference to
Exhibit 3.1 to the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2009, filed with
the Commission on March 12, 2010).3.2
    
    Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2003, filed with
the Commission on March 10, 2004).4.1
    
    Rights Agreement, dated as of August 17, 2001, between the
Company and EquiServe Trust Company, N.A., as Rights Agent
(incorporated by reference to Exhibit 4.1 to the Companys
Current Report on Form 8-K, filed with the Commission on
August 20, 2001).4.2
    
    First Amendment to Rights Agreement, dated as of January
17, 2002, between the Company and EquiServe Trust Company,
N.A., as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K,
filed with the Commission on January 18, 2002).4.3
    
    Second Amendment to Rights Agreement, dated as of January
21, 2004, between the Company and EquiServe Trust Company,
N.A., as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K,
filed with the Commission on January 26, 2004).4.4
    
    Third Amendment to Rights Agreement, dated October 26,
2004, between the Company and Equiserve Trust Company
N.A., as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K,
filed with the Commission on October 28, 2004).4.5
    
    Common Stock Purchase Warrant, dated October 21, 2004
(incorporated by reference to Exhibit 4.5 to the Companys
Current Report on Form 8-K, filed with the Commission on
October 28, 2004).10.1
    
    Form of Indemnification Agreement by and among the Company
and each of its officers and directors (incorporated by
reference to Exhibit 10.1 to the Companys Registration
Statement on Form S-1 (File No. 333-03770), as amended,
filed with the Commission on April 18, 1996).10.2*
    
    Stock Option Plan (incorporated by reference to Exhibit
10.2 to the Companys Current Report on Form 8-K, filed
with the Commission on April 3, 2009).10.3*
    
    Form of Stock Option Agreement under the Stock Option Plan
(incorporated by reference to Exhibit 10.3 to the
Companys Current Report on Form 8-K, filed with the
Commission on August 4, 2005).10.4*
    
    Director Stock Option Plan (incorporated by reference to
Exhibit 10.5 to the Companys Quarterly Report on Form
10-Q, filed with the Commission on May 14, 2009).10.5*
    
    Form of Stock Option Agreement under the Director Stock
Option Plan (incorporated by reference to Exhibit 10.6 to
the Companys Quarterly Report on Form 10-Q, filed with
the Commission on May 14, 2009).10.6*
    
    Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.4 to the Companys Annual Report on Form 10-K,
filed with the Commission on August 21, 2006).10.7
    
    Standard Industrial/Commercial Multi-Tenant Lease, dated
as of August 8, 2006, between the Company and John Robert
Meehan (Incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K, filed with the
Commission on August 25, 2006).10.8*
    
    Employment Agreement, dated as of July 30, 2007, between
the Company and Richard P. Lanigan (incorporated by
reference to Exhibit 99.1 to the Companys Current Report
on Form 8-K, filed with the Commission on August 1, 2007).10.8.1*
    
    First Amendment to Employment Agreement, dated as of July
1, 2009, by and between the Company and Richard P. Lanigan
(incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K, filed with the
Commission on June 26, 2009).10.9*
    
    Employment Agreement, dated as of July 30, 2007, between
the Company and William R. Abbott (incorporated by
reference to Exhibit 99.2 to the Companys Current Report
on Form 8-K, filed with the Commission on August 1, 2007).10.10*
    
    Employment Agreement, dated July 1, 2009, by and between
the Company and Paul J. McCormick (incorporated by
reference to Exhibit 10.1 to the Companys Current Report
on Form 8-K, filed with the Commission on June 26, 2009).
 35




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Exhibit No.
    
    Description10.11*
    
    Amendment to Employment Agreement, dated May 17, 2010, by
and between the Company and Paul J. McCormick
(incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K, filed with the
Commission on May 19, 2010).10.12*
    
    Consulting Agreement, dated April 1, 2010, by and between
the Company and Dr. Marvin Slepian (incorporated by
reference to Exhibit 10.1 to the Companys Current Report
on Form 8-K, filed with the Commission on April 5, 2010).10.13
    
    Form of Restricted Stock Purchase Agreement under the
Stock Option Plan (incorporated by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K, filed
with the Commission on April 3, 2009).21.1
    
    List of Subsidiaries23.1
    
    Consent of Windes & McClaughry Accountancy Corporation23.2
    
    Consent of KMJ Corbin & Company LLP24.1
    
    Power of Attorney (included in the signature page)31.1
    
    Certification of the Principal Executive Officer pursuant
to Rule 13a-14(a) of Securities Exchange Act of 193431.2
    
    Certification of the Principal Financial Officer pursuant
to Rule 13a-14(a) of Securities Exchange Act of 193432.1
    
    Certifications of the Principal Executive Officer and
Principal Financial Officer pursuant to Rule
13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934
and 18 U.S.C. Section 1350
 
 *
    
    These exhibits are identified as management contracts or
compensatory plans or arrangements of Cardiogenesis pursuant
to Item 15(a)(3) of Form 10-K. 36




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##### Table of Contents



SIGNATURES
  CARDIOGENESIS CORPORATIONBy:
    /s/ PAUL J. MCCORMICKPaul J. McCormickExecutive Chairman  POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ PAUL J. MCCORMICK
    
    Executive Chairman
    
    March 21, 2011Paul J. McCormick
    
    (Principal Executive Officer)/s/ WILLIAM R. ABBOTT
    
    Senior Vice President, Chief Financial
    
    March 21, 2011William R. Abbott
    
    Officer, Secretary and Treasurer(Principal Financial and
Accounting Officer)/s/ RAYMOND W. COHEN
    
    Director
    
    March 21, 2011Raymond W. Cohen/s/ ANN T. SABAHAT
    
    Director
    
    March 21, 2011Ann T. Sabahat/s/ MARVIN J. SLEPIAN, M.D.
    
    Director
    
    March 21, 2011Marvin J. Slepian, M.D./s/ GREGORY D. WALLER
    
    Director
    
    March 21, 2011Gregory D. Waller
 37




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##### Table of Contents



INDEX TO FINANCIAL STATEMENTS
 PageReports of Independent Registered Public Accounting Firms
    
    
    F-2Consolidated balance sheets at December 31, 2010 and 2009
    
    
    F-4Consolidated statements of operations for the years ended December 31, 2010 and 2009
    
    
    F-5Consolidated statements of shareholders equity for the years ended December 31, 2010 and 2009
    
    
    F-6Consolidated statements of cash flows for the years ended December 31, 2010 and 2009
    
    
    F-7Notes to consolidated financial statements
    
    
    F-8
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/ Windes & McClaughry Accountancy CorporationWindes & McClaughry Accountancy Corporation 
 F-2




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/ KMJ Corbin & Company LLPKMJ Corbin & Company LLP 
 F-3




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##### Table of Contents



CARDIOGENESIS CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
December 31, 2010 and 2009
 December 31,
    
    
    December 31,2010
    
    
    2009(In thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,810
    
    
    $
    2,568Accounts receivable, net of allowance for doubtful accounts of $11
and $6, respectively
    
    
    1,375
    
    
    
    933Inventories
    
    
    627
    
    
    
    914Prepaids and other current assets
    
    
    412
    
    
    
    253Total current assets
    
    
    4,224
    
    
    
    4,668Property and equipment, net
    
    
    275
    
    
    
    341Other assets
    
    
    
    
    
    
    9Total assets
    
    $
    4,499
    
    
    $
    5,018LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    359
    
    
    $
    127Accrued salaries and related
    
    
    723
    
    
    
    604Accrued liabilities
    
    
    531
    
    
    
    299Deferred revenue
    
    
    684
    
    
    
    744Note payable
    
    
    111
    
    
    
    88Current portion of capital lease obligations
    
    
    8
    
    
    
    9Total current liabilities
    
    
    2,416
    
    
    
    1,871Capital lease obligations, less current portion
    
    
    5
    
    
    
    14Total liabilities
    
    
    2,421
    
    
    
    1,885Commitments and contingenciesShareholders equity:Preferred stock:no par value; 5,000 shares authorized; none issued and outstanding
    
    
    
    
    
    
    Common stock:no par value; 75,000 shares authorized; 45,888 and 45,549 shares
issued and outstanding, respectively
    
    
    174,459
    
    
    
    174,217Accumulated deficit
    
    
    (172,381
    )
    
    
    (171,084
    )Total shareholders equity
    
    
    2,078
    
    
    
    3,133Total liabilities and shareholders equity
    
    $
    4,499
    
    
    $
    5,018
  F-4




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##### Table of Contents



CARDIOGENESIS CORPORATION
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2010 and 2009
 2010
    
    
    2009(In thousands, exceptper share amounts)Net revenues
    
    $
    11,290
    
    
    $
    10,354Cost of revenues
    
    
    1,837
    
    
    
    1,807Gross profit
    
    
    9,453
    
    
    
    8,547Operating expenses:Research and development
    
    
    1,464
    
    
    
    1,331Sales and marketing
    
    
    6,176
    
    
    
    5,558General and administrative
    
    
    3,252
    
    
    
    2,776Total operating expenses
    
    
    10,892
    
    
    
    9,665Operating loss
    
    
    (1,439
    )
    
    
    (1,118
    )Other income (expense):Interest expense
    
    
    (6
    )
    
    
    (36
    )Interest income
    
    
    2
    
    
    
    3Other income (expense)
    
    
    176
    
    
    
    (63
    )Total other income (expense), net
    
    
    172
    
    
    
    (96
    )Loss before income taxes
    
    
    (1,267
    )
    
    
    (1,214
    )Provision for income taxes
    
    
    15
    
    
    
    20Net loss
    
    $
    (1,282
    )
    
    $
    (1,234
    )Net loss per share:Basic and diluted
    
    $
    (0.03
    )
    
    $
    (0.03
    )Weighted average shares outstanding:Basic and diluted
    
    
    45,768
    
    
    
    45,526
  F-5




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##### Table of Contents



CARDIOGENESIS CORPORATION
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
For the Years Ended December 31, 2010 and 2009
 Common Stock
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Deficit
    
    
    Total(In thousands)Balances, January 1, 2009
    
    
    45,487
    
    
    $
    173,999
    
    
    $
    (169,850
    )
    
    $
    4,149Issuance of common stock
pursuant to stock purchased
under the Employee Stock
Purchase Plan
    
    
    62
    
    
    
    22
    
    
    
    
    
    
    
    22Issuance of restricted stock
    
    
    
    
    
    
    74
    
    
    
    
    
    
    
    74Vesting of share-based awards
    
    
    
    
    
    
    122
    
    
    
    
    
    
    
    122Net loss
    
    
    
    
    
    
    
    
    
    
    (1,234
    )
    
    
    (1,234
    )Balances, December 31, 2009
    
    
    45,549
    
    
    $
    174,217
    
    
    $
    (171,084
    )
    
    $
    3,133Issuance of restricted stock
    
    
    339
    
    
    
    87
    
    
    
    (15
    )
    
    
    72Vesting of share-based awards
    
    
    
    
    
    
    155
    
    
    
    
    
    
    
    155Net loss
    
    
    
    
    
    
    
    
    
    
    (1,282
    )
    
    
    (1,282
    )Balances, December 31, 2010
    
    
    45,888
    
    
    $
    174,459
    
    
    $
    (172,381
    )
    
    $
    2,078
  F-6




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##### Table of Contents



CARDIOGENESIS CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2010 and 2009
 2010
    
    
    2009(In thousands)Cash flows from operating activities:Net loss
    
    $
    (1,282
    )
    
    $
    (1,234
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    262
    
    
    
    299Provision for doubtful accounts
    
    
    5
    
    
    
    10Stock-based compensation expense
    
    
    275
    
    
    
    208Changes in operating assets and liabilities:Accounts receivable
    
    
    (447
    )
    
    
    387Inventories
    
    
    159
    
    
    
    36Prepaids and other current assets
    
    
    40
    
    
    
    300Other assets
    
    
    9
    
    
    
    9Accounts payable
    
    
    232
    
    
    
    (73
    )Accrued liabilities
    
    
    351
    
    
    
    (200
    )Deferred revenue
    
    
    (60
    )
    
    
    (56
    )Net cash used in operating activities
    
    
    (456
    )
    
    
    (314
    )Cash flows from investing activities:Acquisition of property and equipment
    
    
    (68
    )
    
    
    (32
    )Proceeds from the sale of marketable securities
    
    
    
    
    
    
    75Net cash (used in) provided by investing activities
    
    
    (68
    )
    
    
    43Cash flows from financing activities:Shares withheld to satisfy income tax withholding obligations
    
    
    (48
    )
    
    
    Repayments on note payable
    
    
    (176
    )
    
    
    (70
    )Net proceeds from issuance of common stock from exercise of options and
from stock purchased under the Employee Stock Purchase Plan
    
    
    
    
    
    
    10Repayments of capital lease obligations
    
    
    (10
    )
    
    
    (8
    )Net cash used in financing activities
    
    
    (234
    )
    
    
    (68
    )Net decrease in cash and cash equivalents
    
    
    (758
    )
    
    
    (339
    )Cash and cash equivalents at beginning of year
    
    
    2,568
    
    
    
    2,907Cash and cash equivalents at end of year
    
    $
    1,810
    
    
    $
    2,568Supplemental disclosure of cash flow information:Cash paid during the year for:Interest
    
    $
    6
    
    
    $
    36Taxes
    
    $
    23
    
    
    $
    13Supplemental schedule of noncash investing and financing activities:Financing of insurance premiums under note payable
    
    $
    199
    
    
    $
    158Financing property and equipment
    
    $
    
    
    
    $
    12Reclassification of inventories to property and equipment
    
    $
    128
    
    
    $
    214
  F-7




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##### Table of Contents



CARDIOGENESIS CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Nature of Operations:
     2. Summary of Significant Accounting Policies:
  Use of Estimates:
  Cash and Cash Equivalents:
  Investments in Marketable Securities:
   F-8




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##### Table of Contents



CARDIOGENESIS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       DescriptionBalance at December 31, 2008
    
    $
    75Transfers into Level 3
    
    
    Settlements
    
    
    (75
    )Total unrealized losses
    
    
    Balance at December 31, 2009
    
    $
    
 Accounts Receivable:
  Inventories:
  Patent Expenses:
  F-9




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##### Table of Contents



CARDIOGENESIS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Property and Equipment:
  Accounting for the Impairment or Disposal of Long-Lived Assets:
  Fair Value of Financial Instruments:
  Revenue Recognition:
     F-10




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##### Table of Contents



CARDIOGENESIS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Shipping and Handling Costs and Revenues
  Research and Development:
  Warranties:
  Advertising:
  Income Taxes:
   Stock-Based Compensation:
  Description of Plans:
  F-11




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##### Table of Contents



CARDIOGENESIS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Summary of Assumptions and Activity
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,2010
    
    
    2009Expected term
    
    5.36  5.62 years
    
    
    5.56  6.35 yearsExpected volatility
    
    
    96.05  98.21
    %
    
    
    97.60  105.51
    %Risk-free interest rate
    
    
    1.35  2.53
    %
    
    
    1.63  2.87
    %Expected dividends
    
    
    
    
    
    
    
  Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,2010
    
    
    2009Expected term
    
    
    N/A
    
    
    0.50 yearsExpected volatility
    
    
    N/A
    
    
    
    104.82  105.51
    %Risk-free interest rate
    
    
    N/A
    
    
    
    1.63 - 2.03
    %Expected dividends
    
    
    
    
    
    
    
 F-12




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##### Table of Contents



CARDIOGENESIS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term (Years)
    
    
    Value(In thousands)Options outstanding at January 1, 2009
    
    
    3,295
    
    
    $
    0.66
    
    
    
    
    
    
    
    Options granted
    
    
    968
    
    
    $
    0.17
    
    
    
    
    
    
    
    Options exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options forfeited/canceled
    
    
    (310
    )
    
    $
    0.28
    
    
    
    
    
    
    
    Options expired
    
    
    (730
    )
    
    $
    0.93
    
    
    
    
    
    
    
    Options outstanding and expected to vest at December 31,
    
    
    3,223
    
    
    $
    0.49
    
    
    
    6.8
    
    
    $
    59Options granted
    
    
    470
    
    
    $
    0.36
    
    
    
    
    
    
    
    Options exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options forfeited/canceled
    
    
    (435
    )
    
    $
    0.37
    
    
    
    
    
    
    
    Options expired
    
    
    (58
    )
    
    $
    3.96
    
    
    
    
    
    
    
    Options outstanding and expected to vest at December 31, 2010
    
    
    3,200
    
    
    $
    0.43
    
    
    
    6.3
    
    
    $
    114Options exercisable at December 31, 2010
    
    
    2,320
    
    
    $
    0.48
    
    
    
    5.3
    
    
    $
    74
      F-13




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##### Table of Contents



CARDIOGENESIS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (in thousands):
 Unvested Restricted Stock Outstanding at January 1, 2009
    
    
    Granted
    
    
    1,508Forfeited
    
    
    (252
    )Vested
    
    
    Unvested Restricted Stock Outstanding at December 31, 2009
    
    
    1,256Granted
    
    
    100Forfeited
    
    
    (109
    )Vested
    
    
    (465
    )Unvested Restricted Stock Outstanding at December 31, 2010
    
    
    782
  Year
    
    
    YearEnded
    
    
    EndedDecember 31,
    
    
    December 31,2010
    
    
    2009Research and development
    
    $
    21
    
    
    $
    14Sales and marketing
    
    
    93
    
    
    
    97General and administrative
    
    
    161
    
    
    
    97$
    275
    
    
    $
    208
 Net Income (Loss) Per Share:
   Subsequent events
  Recently Issued Accounting Standards
   F-14




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##### Table of Contents



CARDIOGENESIS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    3. Inventories:
 (in thousands)
 December 31,
    
    
    December 31,2010
    
    
    2009Raw materials
    
    $
    111
    
    
    $
    141Work in process
    
    
    163
    
    
    
    192Finished goods
    
    
    353
    
    
    
    581$
    627
    
    
    $
    914
 4. Property and Equipment:
 (in
thousands):
 December 31,
    
    
    December 31,2010
    
    
    2009Computers and equipment
    
    $
    523
    
    
    $
    516Manufacturing and demonstration equipment
    
    
    373
    
    
    
    334Leasehold improvements
    
    
    102
    
    
    
    102Loaned lasers
    
    
    1,268
    
    
    
    1,5492,266
    
    
    
    2,501Less accumulated depreciation and amortization
    
    
    (1,991
    )
    
    
    (2,160
    )$
    275
    
    
    $
    341
  F-15




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##### Table of Contents



CARDIOGENESIS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 5. Commitments and Contingencies:
 Operating Lease
 (in thousands):
 Year Ending December 31,2011
    
    $
    120
  Research Agreement:
  Indemnities and Guarantees
  Litigation
      F-16




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##### Table of Contents



CARDIOGENESIS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     6. Accrued Liabilities:
 (in thousands):
 December 31,
    
    
    December 31,2010
    
    
    2009Accrued legal expenses, unvouchered
    
    $
    199
    
    
    $
    8Accounts payable, unvouchered
    
    
    156
    
    
    
    105Warranty reserve
    
    
    10
    
    
    
    7Accrued rent
    
    
    15
    
    
    
    24Accrued audit and tax fees
    
    
    56
    
    
    
    69Accrued other
    
    
    95
    
    
    
    86$
    531
    
    
    $
    299
 7. Accrued Salaries and Related:
 (in
thousands):
 December 31,
    
    
    December 31,2010
    
    
    2009Accrued commissions
    
    $
    236
    
    
    $
    199Incentive compensation
    
    
    309
    
    
    
    232Accrued benefits
    
    
    4
    
    
    
    11Accrued vacation
    
    
    174
    
    
    
    162$
    723
    
    
    $
    604
 8. Deferred Revenue:
   F-17




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##### Table of Contents



CARDIOGENESIS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 9. Note Payable:
   10. Shareholders Equity:
 Issuances of Common Stock:
   Warrants:
    Options Granted to Employees:
  Shareholder Rights Plan:
  F-18




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##### Table of Contents



CARDIOGENESIS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Stock Option Plan:
  Directors Stock Option Plan:
  Employee Stock Purchase Plan:
  11. Employee Retirement Plan:
  12. Segment Disclosures:
  F-19




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##### Table of Contents



CARDIOGENESIS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 13. Income Taxes:
 (in thousands):
 December 31,
    
    
    December 31,2010
    
    
    2009Net operating losses
    
    $
    51,689
    
    
    $
    53,813Credits
    
    
    3,196
    
    
    
    3,242Research and development
    
    
    
    
    
    
    Reserves
    
    
    257
    
    
    
    277Accrued liabilities
    
    
    573
    
    
    
    422Depreciation/Amortization
    
    
    286
    
    
    
    261Net deferred tax assets
    
    
    56,001
    
    
    
    58,015Less valuation allowance
    
    
    (56,001
    )
    
    
    (58,015
    )Net deferred tax assets
    
    $
    
    
    
    $
    
  2010
    
    
    2009Statutory federal income tax rate
    
    
    34
    %
    
    
    34
    %State income taxes, net of federal benefit
    
    
    4
    %
    
    
    4
    %Meals and entertainment expenses
    
    
    (3
    %)
    
    
    (2
    %)Incentive stock options
    
    
    (3
    %)
    
    
    (3
    %)Return to accrual adjustments
    
    
    (1
    %)
    
    
    (116
    %)Change in blended state rate
    
    
    6
    %
    
    
    (21
    %)Change in federal valuation allowance
    
    
    (38
    %)
    
    
    (102.4
    %)Provision for income taxes
    
    
    (1.2
    %)
    
    
    (1.6
    %)
     F-20




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##### Table of Contents



CARDIOGENESIS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   14. Related Party Transactions:
      F-21




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##### Table of Contents



CARDIOGENESIS CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   15. Risks and Concentrations:
      F-22




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description3.1
    
    Restated Articles of Incorporation,
as amended (incorporated by reference to Exhibit 3.1 to the
Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, filed with the Commission on March 12, 2010).3.2
    
    Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 2003, filed with
the Commission on March 10, 2004).4.1
    
    Rights Agreement, dated as of August 17, 2001, between the
Company and EquiServe Trust Company, N.A., as Rights Agent
(incorporated by reference to Exhibit 4.1 to the Companys
Current Report on Form 8-K, filed with the Commission on
August 20, 2001).4.2
    
    First Amendment to Rights Agreement, dated as of January
17, 2002, between the Company and EquiServe Trust Company,
N.A., as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K,
filed with the Commission on January 18, 2002).4.3
    
    Second Amendment to Rights Agreement, dated as of January
21, 2004, between the Company and EquiServe Trust Company,
N.A., as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K,
filed with the Commission on January 26, 2004).4.4
    
    Third Amendment to Rights Agreement, dated October 26,
2004, between the Company and Equiserve Trust Company
N.A., as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K,
filed with the Commission on October 28, 2004).4.5
    
    Common Stock Purchase Warrant, dated October 21, 2004
(incorporated by reference to Exhibit 4.5 to the Companys
Current Report on Form 8-K, filed with the Commission on
October 28, 2004).10.1
    
    Form of Indemnification Agreement by and among the Company
and each of its officers and directors (incorporated by
reference to Exhibit 10.1 to the Companys Registration
Statement on Form S-1 (File No. 333-03770), as amended,
filed with the Commission on April 18, 1996).10.2*
    
    Stock Option Plan (incorporated by reference to Exhibit
10.2 to the Companys Current Report on Form 8-K, filed
with the Commission on April 3, 2009).10.3*
    
    Form of Stock Option Agreement under the Stock Option Plan
(incorporated by reference to Exhibit 10.3 to the
Companys Current Report on Form 8-K, filed with the
Commission on August 4, 2005).10.4*
    
    Director Stock Option Plan (incorporated by reference to
Exhibit 10.5 to the Companys Quarterly Report on Form
10-Q, filed with the Commission on May 14, 2009).10.5*
    
    Form of Stock Option Agreement under the Director Stock
Option Plan (incorporated by reference to Exhibit 10.6 to
the Companys Quarterly Report on Form 10-Q, filed with
the Commission on May 14, 2009).10.6*
    
    Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.4 to the Companys Annual Report on Form 10-K,
filed with the Commission on August 21, 2006).10.7
    
    Standard Industrial/Commercial Multi-Tenant Lease, dated
as of August 8, 2006, between the Company and John Robert
Meehan (Incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K, filed with the
Commission on August 25, 2006).10.8*
    
    Employment Agreement, dated as of July 30, 2007, between
the Company and Richard P. Lanigan (incorporated by
reference to Exhibit 99.1 to the Companys Current Report
on Form 8-K, filed with the Commission on August 1, 2007).10.8.1*
    
    First Amendment to Employment Agreement, dated as of July
1, 2009, by and between the Company and Richard P. Lanigan
(incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K, filed with the
Commission on June 26, 2009).10.9*
    
    Employment Agreement, dated as of July 30, 2007, between
the Company and William R. Abbott (incorporated by
reference to Exhibit 99.2 to the Companys Current Report
on Form 8-K, filed with the Commission on August 1, 2007).10.10*
    
    Employment Agreement, dated July 1, 2009, by and between
the Company and Paul J. McCormick (incorporated by
reference to Exhibit 10.1 to the Companys Current Report
on Form 8-K, filed with the Commission on June 26, 2009).10.11*
    
    Amendment to Employment Agreement, dated May 17, 2010, by
and between the Company and Paul J. McCormick
(incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K, filed with the
Commission on May 19, 2010).




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##### Table of Contents



Exhibit No.
    
    Description10.12*
    
    Consulting Agreement, dated April 1, 2010, by and between
the Company and Dr. Marvin Slepian (incorporated by
reference to Exhibit 10.1 to the Companys Current Report
on Form 8-K, filed with the Commission on April 5, 2010).10.13
    
    Form of Restricted Stock Purchase Agreement under the
Stock Option Plan (incorporated by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K, filed
with the Commission on April 3, 2009).21.1
    
    List of Subsidiaries23.1
    
    Consent of Windes &
McClaughry Accountancy Corporation23.2
    
    Consent of KMJ Corbin & Company LLP24.1
    
    Power of Attorney (included in the signature page)31.1
    
    Certification of the Principal Executive Officer pursuant
to Rule 13a-14(a) of Securities Exchange Act of 193431.2
    
    Certification of the Principal Financial Officer pursuant
to Rule 13a-14(a) of Securities Exchange Act of 193432.1
    
    Certifications of the Principal Executive Officer and
Principal Financial Officer pursuant to Rule
13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934
and18 U.S.C. Section 1350
 
 *
    
    These exhibits are identified as management contracts or
compensatory plans or arrangements of Cardiogenesis pursuant
to Item 15(a)(3) of Form 10-K.