Ex 10.66 SETTLEMENTAGREEMENTANDMUTUALRELEASE


Exhibit 10.66
Termination, Settlement Agreement and Mutual Release


This Termination, Settlement Agreement and Mutual Release ("Agreement") is made and entered into this March 14, 2012 (the “Effective Date”) by and between The Spectranetics Corporation (“Spectranetics”) and Kensey Nash Corporation (“KNC”).  


1.    Definitions.  Upper case terms used in this Agreement without definition will have the meaning given that term in the Asset Purchase Agreement (defined below).  Spectranetics and KNC specifically acknowledge that the phrase “improvements or other deliverables developed under the Services Agreement” as that phrase is used in the definition of “Acquired Technology” in the Asset Purchase Agreement includes the ThromCat, ThromCat XT 7F and ThromCat XT 6F.


“APA Documents” means the: Asset Purchase Agreement; Development and Regulatory Services Agreement; License Agreement; Manufacturing and License Agreement; and Non-Competition Agreement.  


“Asset Purchase Agreement” is the Asset Purchase Agreement between Spectranetics and KNC dated May 12, 2008, together with all of its schedules and exhibits.


“Development and Regulatory Services Agreement” is the Development and Regulatory Services Agreement dated May 30, 2008 between Spectranetics and KNC as amended by an Amendment dated June 22, 2009.


“Equipment” means items of equipment listed on Exhibit A.


“Inventory” means raw materials, work in progress, and finished goods relating to the Acquired Technology that is in KNC’s possession as of the Effective Date as listed on Exhibit B.


“KNC Parties” means KNC and all present and past employees, servants, agents, representatives, officers, directors, successors, predecessors and affiliates of KNC.


“License Agreement” is the License Agreement between Spectranetics and KNC and executed and delivered as part of the closing of the transactions in the Asset Purchase Agreement.


“Manufacturing and Licensing Agreement” is the Manufacturing and Licensing Agreement dated May 30, 2008 between Spectranetics and KNC.


“Non-Competition Agreement” is the Non-Competition Agreement dated May 30, 2008 among Spectranetics, KNC, and ILT Acquisition Sub, Inc.  


“Records” means (i) “Manufacturing Records” (manufacturing build records, device master records in the form and version as of the Effective Date,  device history records and lot history records), and (ii) “Development Records” (design history files) of the Acquired Technology.


“Spectranetics Parties” means Spectranetics and all present and past employees, servants, agents, representatives, officers, directors, successors, predecessors and affiliates of Spectranetics.


2.    Termination of Existing Agreements.  









1



a.    Spectranetics and KNC are parties to the APA Documents.  Spectranetics and KNC have a variety of disagreements relating to performance and payments under the various APA Documents, about which they have been having discussions and meetings.  


b.    Except as specifically provided in subsection (c) below, Spectranetics and KNC agree that each of APA Documents is terminated as of the Effective Date by the mutual agreement of Spectranetics and KNC and that all future rights and obligations of the Spectranetics Parties and KNC Parties pursuant to the APA Documents are no longer required or expected. 


c.    The only terms of the Spectranetics Parties and KNC Parties remaining under the APA Documents will be as follows (collectively, the “Ongoing Terms”).  Any provisions in the APA Documents calling for survival of terms after a termination is deemed void.


	
			
	Agreement
	Section
	Relating to

	Asset Purchase Agreement
	Section 6.1
	Confidentiality

	 
	Article X
	Miscellaneous

	Manufacturing and License Agreement
	Section 10 without the introductory phrase in Section 10.1 “Except as specifically set forth herein”.
	Intellectual Property Rights

	 
	Section 11
	Confidential Information

	 
	Section 12, but solely to the extent of activities of Spectranetics and KNC prior to the Effective Date.
	Warranties and Representations

	 
	Section 16; and sections of the Manufacturing and License Agreement containing representations, warranties and covenants that trigger the indemnification provided in Section 16, but solely for the purpose of the obligations in Section 16.
	Indemnification

	 
	Section 17
	Miscellaneous Provisions

	Non-Competition Agreement
	Amended, as set forth at Exhibit C.
	 

	License Agreement
	In its entirety.
	Orthopedic uses.

	Development and Regulatory Services Agreement
	Section 7.2
	Inventions

	 
	The first sentence of Section 7.3
	Patent Prosecution and Maintenance

	 
	Section 7.5
	Other Rights

	 
	Section 8
	Confidential Information

	 
	Section 12; and sections of the Development and Regulatory Services Agreement containing representations, warranties and covenants that trigger the indemnification obligations provided in Section 12, but solely for the purpose of the obligations in Section 12.
	Indemnification







2



	
			
	 
	Section 13
	Miscellaneous Provisions

	APA Documents
	Defined terms contained in sections not listed above that are required in order to understand the listed section.








3.    Settlement Payments and Deliveries.  


a.    Cash Payment.  Within ten business days from Effective Date, Spectranetics will deliver to KNC the sum of $1.7 million in cash, by wire transfer of immediately available funds to one or more accounts designated in writing by KNC.  KNC and Spectranetics will treat this payment as a payment under the Development and Regulatory Services Agreement.


b.    Records.  Within 60 days from the Effective Date, KNC will deliver to Spectranetics all of the Records, which have not been previously delivered, in electronic format that is readable and usable by software and equipment common to medical device businesses in the ordinary course of business.  In the event that KNC or Spectranetics discovers some of the Records were not delivered, KNC will diligently cooperate with Spectranetics to assure that any missing Records are delivered promptly.  


c.    Inventory.  Within 10 business days of the Effective Date, Spectranetics will send KNC written notice indicating whether it will require KNC to: (i) destroy or dispose of the Inventory or (ii) pack and ship the Inventory to Spectranetics at KNC’s cost.  In either event KNC will fulfill the chosen option not later than 60 days from the Effective Date.


d.    Equipment.  


i.    Except for the items specifically listed on Exhibit A – List #2, which are hereby transferred to KNC, free and clear of all liens and encumbrances, all items purchased by Spectranetics pursuant to the Asset Purchase Agreement will remain the property of Spectranetics.  In particular, and without limiting the generality of the foregoing, Spectranetics and KNC specifically acknowledge that the items on Exhibit A – List #1 are owned by Spectranetics even though the items are in the possession of third parties.


ii.    Effective as of the Effective Date, Spectranetics sells, assigns, transfers, conveys and delivers to KNC, and KNC does purchase and accept from Spectranetics, all right, title and interest in, to and under the Equipment listed on Exhibit A-List #2, free and clear of all liens, mortgages, charges, security interests, pledges or other encumbrances or adverse claims or interests of any nature.  


e.    THE PARTIES HERETO ACKNOWLEDGE THAT, EXCEPT AS OTHERWISE EXPRESSLY INDICATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES WHATSOEVER WITH RESPECT TO THE INVENTORY OR EQUIPMENT, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF FITNESS FOR ANY PARTICULAR USE, AND ALL WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT ARE HEREBY DISCLAIMED.


4.    Reasonable Cooperation.  Spectranetics and KNC will each provide the other with: (i) reasonable cooperation after the Effective Date in order to allow each of them to comply with applicable law or regulation; and (ii) up to 40 hours of additional time in order to support Spectranetics’ use of the Acquired Technology, Equipment on List #1, and Records in the ordinary course of business, no later than December 31, 2013.  KNC will maintain Records in accordance with its internal policies for the maintenance thereof.



3





5.    Mutual Release.  


a.    KNC for the KNC Parties releases, acquits and forever discharges the Spectranetics Parties from any and all actions, causes of action, suits, claims, demands, rights, controversies, debts, agreements, damages, costs, expenses, liabilities and compensation whatsoever (collectively, “Claims”) which any of the KNC Parties now have or may hereafter have against any of the Spectranetics Parties on account of or arising out of any matter, thing, or event which has happened, developed or occurred, whether known or unknown, at any time prior to the Effective Date, specifically including, but not limited to, any and all claims of any kind stemming from, arising out of, or in any way related to any of the obligations and payments under the APA Documents.  


b.    Spectranetics for the Spectranetics Parties releases, acquits and forever discharges the KNC Parties from any and all Claims which any of the Spectranetics Parties now have or may hereafter have against any of the KNC Parties on account of or arising out of any matter, thing, or event which has happened, developed or occurred, whether known or unknown, at any time prior to the Effective Date, specifically including, but not limited to, any and all claims of any kind stemming from, arising out of, or in any way related to any of the obligations and payments under the APA Documents.  


c.    The KNC Parties and Spectranetics Parties do not release each other from any Claims arising out of the breach or alleged breach of this Agreement or the Ongoing Terms.


6.    Unknown Facts.  KNC for the KNC Parties and Spectranetics for the Spectranetics Parties acknowledge that they are aware that they or their attorneys may later discover facts different from or in addition to the facts which they now know or believe to be true with respect to the subject matter of this Agreement, but that it is their intention to, and they do, fully, finally, absolutely, and forever settle any and all claims, disputes and differences which do now exist, may exist, or may have existed between them, and that in furtherance of such intention, the mutual general release given above shall be, and remain, in effect as a full and complete mutual general release, notwithstanding any mistake of fact or the discovery of any different or additional facts.


7.    Compromise.  This Agreement is entered into solely for purposes of compromise, and each of the KNC Parties and Spectranetics Parties expressly acknowledges and agrees that the other parties have not admitted, and by the execution and performance of this Agreement do not admit, and in fact, expressly deny, any liability or obligation to the other parties.


8.    Representations and Warranties.  KNC represents and warrants for each of the KNC Parties and Spectranetics represents and warrants for each of the Spectranetics Parties that:


a.    This Agreement has been duly approved by its governing body, which governing body has authorized the undersigned officer to sign on behalf of that entity.


b.    It has been represented by and advised by independent counsel of its own choice throughout all negotiations which preceded the execution of this Agreement, and in connection with its execution of this Agreement.



4







c.    It has not assigned, transferred, or liened, or purported to assign, transfer, or lien, voluntarily or involuntarily, to any person or entity, any Claim or any part or portion thereof, which is released by this Agreement.


9.    Miscellaneous.  


a.    Successors and Assigns.  The provisions of this Agreement will be deemed to bind, obligate and extend to, and inure to the benefit of each of the KNC Parties and Spectranetics Parties and their successors and assigns, including those who may assume any or all of the above-described capacities subsequent to the Effective Date.


b.    Entire Agreement and Amendment.  This Agreement contains the entire agreement and understanding between the Spectranetics Parties and the KNC Parties relating to its subject matter and supersedes and replaces all prior negotiations or proposed agreements, written or oral.  None of the Spectranetics Parties or KNC Parties has entered into this Agreement in reliance upon any promise, representation or warranty not contained in this Agreement.  Each party has fully and carefully read the foregoing Agreement, knows and understands its contents, and signs it freely.  This Agreement may be amended only by a writing signed by both Spectranetics and KNC.


c.    Method of Signing.  This Agreement may be executed electronically and in two or more counterparts, each of which will be deemed an original and all together will constitute one and the same instrument.


d.    Public Disclosure.  Neither Spectranetics nor KNC will make any disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement unless previously approved in writing by the other party or as required by law.  Each party agrees not to unreasonably withhold or delay approval.


e.    Governing Law and Jurisdiction.   This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of Delaware without regard to any applicable conflicts of law rules or principles.  Each party hereto hereby submits to the exclusive jurisdiction of the United States District Court for the District of Delaware and of any Delaware state court sitting in the County of New Castle, State of Delaware for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby.  


IN WITNESS WHEREOF, each of the undersigned has signed this Termination, Settlement Agreement and Mutual Release.


	
		
	The Spectranetics Corporation




By:     /s/ Wade Bowe                    
    
	Kensey Nash Corporation




By: /s/ Joseph Kaufmann            
           

	          Wade Bowe, Vice President
	        Joseph Kaufmann, CEO









5



Exhibit A 


	
				
	List #1

	KNC Asset Number
	SPNC Asset Number
	Description
	Tool #

	9324
	0
	Tooling for Extraction Catheter D
	0

	N/A
	 
	Drive Assy. Pressure Tester
	T5460-A

	N/A
	 
	Harness Test Fixture
	T3969-A

	8620
	 
	Mold for Part #4311-01 (Strain Relief TCat, Precision Polymer Product Inc.)
	N/A

	10240
	 
	Mods to Distal Tip Mold FA#9817 (Distal Tip, Mikrotech LLC.)
	0

	3064
	0
	Mold for Part# 4009 (Motor Shaft Gear, K2 Plastics)
	N/A

	8703
	 
	REVISE MOLD FOR 4137 (Top Enclosure TCat, AIM Plastics)
	N/A

	8714
	 
	TFX Production Tray Tooling
	0

	9200
	 
	Injection Mold for Part 4125 (Strain Relief, Precision Polymer Product Inc.)
	0

	9201
	 
	INJECTION MOLDS for 4112-01 (Diaphragm, Precision Polymer Product Inc.)
	0

	10220
	 
	Multi Cavity TFX Distal Tip Mold (Distal Tip, Mikrotech LLC.)
	T-4675-A

	CIP
	4293
	Mod. to Mold for P/N 4104-01
	N/A

	CIP
	4294
	Next Generation "Multi-Cavity" Distal Tip Mold
	 

	8748
	 
	SINGLE CAVITY LIM TOOL
	0

	9816
	 
	MODS TO IMPRESSION ASSEMBLY, TFX
	T-4122-A

	9817
	 
	MODS TO MOLD BASE, TFX DISTAL TIP (Mikrotech LLC.)
	T-4123-A

	10368
	0
	New Label Stock Die for QuickCat
	N/A

	 
	couldn't tag
	Germany Assets
	N/A

	9569
	 
	Second Vendor Catheter Tooling
	N/A

	10522
	0
	2nd QC Vendor
	N/A

	9756
	 
	Thromcat Cutting Die Revision 425 (Label Stock, CCL Label)
	0






Exhibit A continues on next page.



6



Exhibit A, continued


	
				
	Exhibit A - List #2

	KNC Asset Number
	SPNC Asset Number
	Description
	Tool #

	CIP
	4272
	Resistance Test Station
	T5521-A

	10313
	 
	Caltex Video Microscope
	T5455-A

	1853
	0
	Balance
	1657-L

	2272
	 
	Guidewire Swagging Block for Fenn
	0

	3469
	0
	Balance Portable 4100G 120V
	T3478-A

	3512
	 
	Programmable Convection Oven
	T3448-A

	8567
	 
	ESD Test Simulator
	0

	8744
	 
	Bollard Grips
	0

	9104
	 
	Balloon Development Station
	T3039-C

	9444
	 
	PN 4278-NTC Swiss Lathe Tooling (
	N/A

	9540
	 
	Ball Valve Mainfold
	0

	9897
	 
	Micrometer
	0

	9899
	 
	Laptop - production
	0

	9908
	 
	Power Source - Monitors
	0

	9911
	 
	Function Generator
	0

	10039
	 
	Fluke Digital Multimeter
	T-5189A

	10044
	 
	Safety Analyzer
	T-5074-A

	10495
	0
	Arterial Demo Models for Sales
	N/A

	10496
	0
	Arterial Demo Models for Sales
	N/A

	10497
	0
	Arterial Demo Models for Sales
	N/A

	10498
	0
	Arterial Demo Models for Sales
	N/A

	9541
	3866
	CATHETER STANDS
	T2648 A-E

	9312
	3980
	Sprint Tester
	T4019-D

	9313
	3981
	Sprint Tester
	T4019 D

	9501
	3964
	INLINE FEEDER
	T4587-A

	9864
	3985
	Additions to Inline Feeder
	T-4587-B

	2884
	4804
	Flush Cath Holding Stand
	0

	8561
	 
	Ross High Shear Mixer/Disperser/Emulsifier
	T-4072-A

	1216
	3918
	Clamp for Camera
	T1993-A

	1795
	3919
	IMAGE PRO PLUS SOFTWARE W/ CAMERA
	0

	2650
	3913
	Leiss Axiovert 25 CA Microscope
	0

	4318
	 
	4x5 Fully Automatic Camera for Sc
	0

	8399
	NEED NUMBER
	Bench Oven
	T3455-B







7



Exhibit A, continued


	
				
	8630
	4251
	Metering Pump
	0

	8833
	3915
	Vertex 230 Measuring Center
	T3052B

	9754
	3910
	Dynamic Proximal Torque Sensor fo
	0

	9755
	4041
	Non-Contact Distal Torque Sensor
	0

	9880
	3917
	2 Kg submersible AUX load cell, f
	0

	9881
	3916
	Top-Freezer Refrigerator
	0

	9905
	3873
	RAM Microscope System
	T-4614-A

	9925
	3867
	Torchbox
	T-4615-C

	9926
	3855
	Oscilloscope
	T-5188-A

	9580
	3938
	Stainless Steel Table
	N/A

	9581
	3900
	Stainless Steel Table
	N/A

	9627
	4250
	Sony Technolook Video Microscope
	T4505-B

	2652
	3914
	Buehler Metaserv 2000 Grinder Pol
	T2962-A

	3334
	3942
	Haake Immersion Circulator
	T2807-D

	3529
	3894
	Talboys Stirrer
	T3389-A

	3534
	3892
	Humidity Chamber
	T3514-A

	3554
	3893
	Chart Recorder for Convection Ove
	T3485-A

	4391
	4038
	Load Cell for MTS Tensile Tester
	T3199-A

	8407
	3890
	Environmental Chamber
	T2668-C

	8408
	3891
	Environmental Chamber
	T2668-D

	8651
	0
	Brookfield Viscometer
	T4129-A

	9761
	4039
	MTS Pneumatic Grips
	T-4635-A

	9959
	3897
	1000 N Load Cell for MTS System
	T-3197-B

	3871
	 
	NRE Cost for process development-Catheter Coating
	N/A

	838
	3881
	Xenon Light Source
	0

	1088
	3927
	Trinocular Microscope
	T1993A

	3057
	3885
	EKG Machine
	0

	3563
	3934
	Pressure Senor 0 to 30 PSI
	T3560-A

	3564
	3933
	Pressure Senor 150 PSI
	T3561-A

	3726
	3884
	Patient Simulator and Accessories
	T3663-A

	3840
	3937/3936
	Mechanical Testing Grip (Self Tig
	T3901A

	3885
	3959
	Metricath System
	0

	8566
	3928
	Beta Laser Mike BALLOON MEASURING
	T4114-A

	8692
	3925
	Airflow Systems High Efficient In
	T-4131-A

	708
	4042
	ZSB ZOOM STEREO MICROSCOPE
	T1316-J

	8792
	 
	Oscilloscope
	T4337-A

	9487
	4260
	Canon Power Shot Digital Camera
	0







8



Exhibit A, continued


	
				
	9620
	0
	Video Camera
	0

	1325
	 
	Underside Lighting for Lab Benche
	0

	9752
	3856
	HIPOT Tester for ILT
	T4724-B

	9803
	3820
	Standard Hot Air Station
	T-4941-A

	9907
	3858
	Leakage Tester
	T-4724-A

	9919
	4019
	Torch Box
	T-4615-A

	3509
	4253
	Ultrasonic Cleaner
	T1946A

	3775
	 
	Stiffness Tester
	T-3804-A

	8504
	 
	Sprint LC Tester
	T4019-B

	8949
	4255
	Sony DCR-HC42 MiniDV Digital Hand
	0

	9747
	3879
	Unitron ZSB Stereo Microscope
	T-1316 CY

	10011
	3922
	ZSB Stero Microscope
	T-1316-DB

	3333
	3956
	Haake Immersion Circulator
	T2807-C

	3622
	3954
	Harland Friction Test System
	T3625-A

	8472
	0
	Haake Immersion Circulator
	T-2807-H

	599
	4254
	NECROPSY TABLE
	0

	2473
	3923
	Stereo Microscope Maier Wild M3Z
	T-2861-A

	3248
	3909
	Refrigerated Incubator
	T3358-A

	3822
	3943
	Haake Immersion Circulator
	T2807D

	3924
	4036
	SFA Anatomical Leg Model
	T-3879-A

	8473
	3941
	Haake Immersion Circulator
	T2807-G

	8596
	3880
	ZSB Stereo Microscope
	T1316-BZ

	8880
	3946
	EFD Ultra Adhesive Dispenser
	0

	9621
	4037
	Arterial Model
	N/A

	9949
	3905
	Pulsatile Blood Pump
	T-3830-E

	10012
	3940
	ZSB Stero Microscope
	T-1316-DC

	10214
	3908
	Tenney Classic Environmental Test
	T-5513-A

	3519
	3974
	Large Animal Harvard Pump
	T3830-D

	9340
	couldn't tag
	Portable Heart Models for Demos for sales
	N/A

	9341
	couldn't tag
	Portable Heart Models for Demos for sales
	N/A

	9584
	couldn't tag
	Portable Demo Models
	N/A

	N/A
	 
	Balance, Analytical, 120 g Max
	T1657-R

	N/A
	 
	Corning stirrer plate
	T4577-A & B

	N/A
	 
	Hot Air Torch Boc
	T4615-C

	N/A
	 
	Programmable AC Power Source
	T5185-A

	N/A
	 
	ILT Solder Fixture
	T4611-C,D







9



Exhibit A, continued


	
				
	N/A
	 
	Torquer Clip Assembly Tool
	T5494-A,B

	N/A
	 
	Rotating Soldering Fixture
	T5268-A,B

	N/A
	 
	Safe-Cross .014 Inch Straight Manual Polisher
	T5498-A,B

	N/A
	 
	Safe-Cross .035 Inch Angled Manual Polisher
	T5499-A,B

	N/A
	 
	Digital Hot Air Pen
	T4689-C

	N/A
	 
	Hypo-tube Inspection System
	T5063-A

	N/A
	 
	Automatic Polishing Tool
	T4969-A

	N/A
	 
	Gauge Pin, .0350
	T4904-A,B,C

	CIP
	4291
	Hypotube Measurement Device (from ILT)
	N/A

	CIP
	Never Completed
	Hypotube Handling Fixture
	T4467-A

	720
	3883
	INTERSPEC APOGEE ULTRASOUND SYSTEM
	0

	8381
	3924
	RF Welder
	T4007-A

	3135
	3929
	Laser Welding System
	T3240-A

	9913
	3886
	Laser Welder w/ video system
	T-4628-A

	CIP
	4289
	Thromcat FULL Braided Jacket/Catheter
	 

	CIP
	 
	CMI Phase II
	N/A

	9898
	3902
	Safe-Cross System Item# 60087
	0

	9814
	3901
	Haake DC10 Circulator & Water Bat
	T-2807-I

	994
	3957
	Pulsatile Blood Pump
	T3830-A

	1740
	4040
	Large Animal Harvard Pump
	T3830-B

	2683
	3906
	DC10 Immersion Circulator
	T2708-A

	3332
	3907
	Haake Immersion Circulator
	T2807-B

	3819
	3958
	Pulsatile Blood Pump
	T3830-C

	8486
	3944
	Haake Immersion Circulator
	T2807-F

	9815
	3903
	Haake DC10 Circulator & Water Bat
	T-2807-J

	8631
	3869
	IDTE 2000 Catheter Testing Equipm
	T4108-A

	3025
	3931
	MTS Tensile Tester
	T3199-A







10





Exhibit B




[List out Inventory.  See Definition.]









11



Exhibit B






	
																	
	 
	 
	 
	 
	 
	 

	Item
	Description
	UOM
	Subinventory

	Quantity
	Value

	ENDO.FG
	 
	 
	 
	 
	 

	63000-02
	THROMCAT KIT, EU
	EA
	2
	1,659.7
	 

	 
	 
	 
	 

	 
	Category Total:
	 
	1,659.7
	 

	 
	 
	 
	 

	ENDO.RAW MATL
	 
	 
	 
	 
	 

	002862-01
	FLUX, LIQUID
	 
	EA
	4
	 
	19.28
	 
	 

	003088-02
	SILICONE FLUID, MED 420
	 
	EA
	1.6
	 
	95.39
	 
	 

	003126-02
	SCREW, SOC-HD CAP, #2-56 X 1/4, ST STL
	EA
	600
	 
	20.34
	 
	 

	003391-01
	O-RING, AS-568-010 70BNB
	 
	EA
	408
	 
	69.36
	 
	 

	003391-02
	O-RING, AS-568-008 70BNB
	 
	EA
	118
	 
	27.14
	 
	 

	003391-03
	O-RING, AS-568-011 70BNB
	 
	EA
	347
	 
	22.9
	 
	 

	003391-04
	O-RING, AS-568-.083 x .035 70BNB
	 
	EA
	370
	 
	88.8
	 
	 

	003451-02
	1 1/2 x 10 TUBING SET BAND
	 
	EA
	8,760
	 
	41.7
	 
	 

	003451-03
	3/4 X 2 CATHETER BAND, SLANTED EDGES
	 
	EA
	10,443
	 
	109.65
	 
	 

	003657-07
	RADIOPAQUE BAND, .0605 OD
	 
	EA
	2,953
	 
	3,779.84
	 
	 

	003657-16
	RADIOPAQUE BAND, .0636 OD
	 
	EA
	505
	 
	1,474.6
	 
	 

	003838-01
	SPRING, LEE CI-010D-02-S
	 
	EA
	728
	 
	333.42
	 
	 

	003838-04
	SPRING, LEE LC-029E-14-S
	 
	EA
	206
	 
	156.97
	 
	 

	003838-08
	SPRING, LEE LC-022C-00 S
	EA
	997
	 
	311.06
	 
	 

	003857-05
	IN-PROCESS PROTECTOR
	 
	EA
	1,000
	 
	779
	 
	 

	003909-01
	HOSE GROMMET,.25 ID
	 
	EA
	203
	 
	9.11
	 
	 

	003956-02
	#2-28X3/8,TX PLUS PH PLAS
	 
	EA
	300
	 
	27
	 
	 

	003957-01
	#4-20 X 3/4 TX PLUS PH PLAS
	 
	EA
	816
	 
	38.35
	 
	 

	003993-01
	PROCEDURE KIT SHIPPER
	 
	EA
	313
	 
	397.51
	 
	 

	004009-01
	ASM, MOTOR SHAFT GEAR
	 
	EA
	166
	 
	929.6
	 
	 

	004083-01
	HELIX, ROUND-WIRE
	 
	EA
	60
	 
	139.8
	 
	 

	004083-02
	HELIX, ROUND-WIRE, LONG
	 
	EA
	1,032
	 
	3,023.76
	 
	 

	004085-01
	MOTOR SUPPORT
	 
	EA
	299
	 
	304.98
	 
	 

	004094-01
	DRIVE HOUSING, TFX DEVICE
	 
	EA
	152
	 
	270.41
	 
	 

	004096-01
	FACE SEAL
	 
	EA
	87
	 
	516.78
	 
	 

	004097-01
	CTRL KNOB HEX
	 
	EA
	163
	 
	347.19
	 
	 

	004098-01
	EXTRACTION HAT
	 
	EA
	762
	 
	449.58
	 
	 

	004101-01
	INFUSATE CORE, BAG-SIDE
	 
	EA
	627
	 
	551.76
	 
	 

	004104-01
	CTRL KNOB CLAMP
	 
	EA
	150
	 
	268.5
	 
	 

	004105-01
	INFUSATE CATH. JACKET
	 
	EA
	7,663
	 
	6,743.44
	 
	 

	004106-01
	INFUSATE CLAMP
	 
	EA
	1,592
	 
	939.28
	 
	 

	004107-01
	WIRING HARNESS, BLACK ROCKER SWITCH
	 
	EA
	16
	 
	248.32
	 
	 

	004107-03
	WIRING HARNESS, TERMINATED
	 
	EA
	176
	 
	3,016.64
	 
	 

	004108-01
	FLARE NUT
	 
	EA
	150
	 
	191.7
	 
	 







1



	
																	
	004112-01
	DIAPHRAGM, EXTRACTION, THROMCAT XT
	 
	EA
	291
	 
	2,211.6
	 
	 

	004118-01
	POWER SUPPLY, THROMCAT DEVICE
	 
	EA
	131
	 
	3,836.99
	 
	 

	004120-01
	BEARING, ID .125 X OD .313
	 
	EA
	458
	 
	819.82
	 
	 

	004120-02
	BEARING, ID .125 X OD .375
	 
	EA
	450
	 
	805.5
	 
	 

	004120-04
	BEARING, ID .0937 X OD .1875
	 
	EA
	318
	 
	693.24
	 
	 

	004120-05
	BEARING, ID .125 X OD .313, EXTENDED INNER RACE
	 
	EA
	418
	 
	961.4
	 
	 

	004122-01
	SPIKE, INFUSATE BAG
	 
	EA
	648
	 
	83.59
	 
	 

	004124-01
	INFUSATE SLEEVE, BAG SIDE
	 
	EA
	2,326
	 
	1,925.93
	 
	 

	004125-01
	STRAIN RELIEF, JACKET
	 
	EA
	188
	 
	197.4
	 
	 

	004127-01
	SEGMENTED LUMEN
	 
	EA
	206
	 
	18,319.58
	 
	 

	004136-01
	BOTTOM ENCLOSURE, TFX
	 
	EA
	53
	 
	127.2
	 
	 

	004137-01
	TOP ENCLOSURE, TFX
	 
	EA
	58
	 
	292.9
	 
	 

	004137-02
	TOP ENCLOSURE, AS MOLDED, TFX
	 
	EA
	262
	 
	1,467.2
	 
	 

	004148-01
	EXTRACTION TUBING SET, THROMCAT XT
	 
	EA
	2,754
	 
	12,227.76
	 
	 

	004174-01
	TUBE CLAMP, .250 X .040
	 
	EA
	189
	 
	23.68
	 
	 

	004175-01
	ASM, DRIVE SHAFT GEAR
	 
	EA
	24
	 
	118.8
	 
	 

	004205-01
	VENTED CAP FOR SPIKE
	 
	EA
	437
	 
	16.61
	 
	 

	004236-01
	THROMCAT TRAY
	 
	EA
	273
	 
	1,037.4
	 
	 

	004237-01
	THROMCAT TRAY INSERT
	 
	EA
	154
	 
	585.2
	 
	 

	004238-01
	RUBBER, FOAM
	 
	EA
	676
	 
	162.24
	 
	 

	004243-01
	M3 X 8MM SOCKET HEAD
	 
	EA
	160
	 
	17.22
	 
	 

	004250-01
	SPRING EYELET, .183 O.D. X .344 L
	 
	EA
	1,098
	 
	50.51
	 
	 

	004251-01
	THROMCAT SHELF BOX
	 
	EA
	47
	 
	93.06
	 
	 

	004251-02
	PRINTED THROMCAT SHELFBOX
	 
	EA
	1,188
	 
	3,942.97
	 
	 

	004259-01
	BEARING SLEEVE, FRONT
	 
	EA
	546
	 
	2,293.2
	 
	 

	004281-01
	AC POWER CORD, THROMCAT DEVICE
	 
	EA
	59
	 
	177
	 
	 

	004304-02
	TYVEK LID, OVERSIZED
	 
	EA
	554
	 
	306.2
	 
	 

	004310-01
	MECHANICAL THROMBECTOMY DEVICE IFU
	 
	EA
	23
	 
	11.62
	 
	 

	004311-01
	STRAIN RELIEF, SPIKE, 3"
	 
	EA
	2,297
	 
	2,411.85
	 
	 

	004330-02
	SHIPPER FOAM CORNER, 11.06" X 6.00" X 1.13"
	 
	EA
	324
	 
	346.68
	 
	 

	004338-01
	OVERLAY, SWITCH, RUN/OFF
	 
	EA
	847
	 
	433.66
	 
	 

	004380-01
	SANOPRENE, BLUE
	 
	GM
	101,052.64
	 
	2,439.41
	 
	 

	004397-01
	TUBE, SILICONE
	 
	EA
	12,978
	 
	2,011.59
	 
	 

	004412-01
	LABEL STOCK, THERMAL TRANSFER DIE CUT, 6.5IN X 8.00IN
	 
	EA
	6,977
	 
	316.97
	 
	 

	004412-02
	LABEL STOCK, THERMAL TRANSFER DIE CUT, 6.5IN X 8.00IN, WHITE
	 
	EA
	3,405
	 
	0
	 
	 

	004412-03
	LABEL STOCK, THERMAL TRANSFER SIDE DIE CUT, 6.5IN X 8.00IN
	 
	EA
	1,839
	 
	116.81
	 
	 

	004414-01
	THROMCAT INSTRUCTIONS FOR USE, EU
	 
	EA
	168
	 
	1,442.28
	 
	 

	004426-01
	GROUNDED POWER CORD, US
	 
	EA
	1,932
	 
	3,323.04
	 
	 

	004449-01
	BEARING SLEEVE, REAR
	 
	EA
	151
	 
	314.08
	 
	 

	004465-03
	440C, ROD, .1875 O.D.
	 
	EA
	18
	 
	256.5
	 
	 

	004484-01
	TECOTHANE, COMPOUNDED
	 
	GM
	41,938.62
	 
	1,610.44
	 
	 

	004485-01
	TECOFLEX EG-100A
	 
	GM
	21,599
	 
	829.4
	 
	 







2



	
																	
	004497-03
	416H, ROD, .1875 OD
	 
	EA
	3
	 
	29.69
	 
	 

	004502-01
	CORE SLEEVE, DISTAL
	 
	EA
	304
	 
	1,030.56
	 
	 

	004503-01
	INFUSATE LUMEN ASM CATHETER END
	 
	EA
	83
	 
	2,649.36
	 
	 

	004507-01
	HELIX, VARIABLE PITCH, 72.00
	 
	EA
	416
	 
	4,721.6
	 
	 

	004515-01
	PTFE ROD, 25% CARBON FILLED. .25 DIA
	 
	EA
	107
	 
	545.7
	 
	 

	004520-01
	HELIX, 45 PITCH
	 
	EA
	1
	 
	9.5
	 
	 

	004524-01
	TOP ENCLOSURE, THROMCAT XT
	 
	EA
	262
	 
	1,362.4
	 
	 

	004531-01
	SHAFT SEAL, THROMCAT XT
	 
	EA
	168
	 
	613.2
	 
	 

	004542-01
	  JACKET, FULL-BRAIDED, 7F
	 
	EA
	132
	 
	16,104
	 
	 

	004543-02
	SWITCH, ROCKER, GRAY
	 
	EA
	238
	 
	731.61
	 
	 

	004544-01
	FASTON, FLAG .250 X .032, 22-18 AWG
	EA
	2,996
	 
	139.91
	 
	 

	004544-02
	FASTON, FLAG .250 X .032, 16-14 AWG
	EA
	996
	 
	56.47
	 
	 

	004551-01
	THROMCAT XT INSTRUCTIONS FOR USE, OUS
	 
	EA
	105
	 
	948.89
	 
	 

	004558-01
	SPECTRANETICS LABEL STOCK, 6.50" X 5.75"
	 
	EA
	6,100
	 
	366
	 
	 

	004558-02
	SPECTRANETICS LABEL STOCK, 6.50" X 6.75"
	 
	EA
	4,420
	 
	364.65
	 
	 

	004584-01
	CONNECTOR PIN, FEMALE
	EA
	600
	 
	16.2
	 
	 

	004587-01
	ROD, ALLOY 360 BRASS, .3750 O.D.
	EA
	1
	 
	23.5
	 
	 

	004588-01
	ROD, AISI 12L14 LEAD STEEL, .1875 O.D.
	EA
	5
	 
	33.05
	 
	 

	004589-01
	RUBBER EDGE TRIM
	 
	IN
	550
	 
	735.63
	 
	 

	005753-01
	19 X 24 TYVEK/NYLN POUCH
	 
	EA
	43
	 
	123.32
	 
	 

	 
	 
	 
	 
	 

	 
	Category Total:
	 
	$
	125,006.93
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	ENDO.SUBASSY
	 
	 
	 
	 

	004100-01
	EXTRACTION CORE CLAMP, TFX DEVICE
	EA
	324
	8,522.8
	 

	004119-01
	TFX DEVICE
	EA
	52
	40,205.26
	 

	004121-01
	EXTRACTION CATHETER ASM, TFX
	EA
	1
	200.11
	 

	004126-01
	DRIVE SHAFT, TFX DEVICE
	EA
	200
	6,468.54
	 

	004146-01
	INFUSATE CATHETER ASM
	EA
	48
	1,476.81
	 

	004272-01
	DRIVE SHAFT, 1-PC, THROMCAT XT
	EA
	24
	338.1
	 

	004277-01
	TIP, DISTAL ASM
	EA
	260
	19,028.83
	 

	004517-01
	DRIVE SHAFT ASSEMBLY
	EA
	29
	1,224.82
	 

	004521-01
	EXTRACTION CATHETER ASM, XT
	EA
	1
	238.72
	 

	004526-01
	THROMCAT XT DEVICE
	EA
	38
	27,408.31
	 

	004532-01
	SPACER, SHAFT SEAL, THROMCAT XT
	EA
	57
	585.97
	 

	 
	 
	 
	 

	 
	Category Total:
	 
	$
	105,698.27
	 

	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	Report Total:
	$
	232,364.9
	 











3



Exhibit C


NON-COMPETITION AGREEMENT
This Non-Competition Agreement (the “Agreement”) is made and entered into as of March 14, 2012 (the “Effective Date”), by and among The Spectranetics Corporation, a Delaware corporation (the “Purchaser”), on the one hand, and Kensey Nash Corporation, a Delaware corporation (the “Company”), and ILT Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ILT” and, together with the Company, the “Seller Parties”), on the other hand. 
W I T N E S S E T H
WHEREAS, pursuant to an Asset Purchase Agreement, dated as of May 12, 2008 (the “Asset Purchase Agreement”) by and among the Purchaser and the Seller Parties, the Purchaser has acquired from the Seller Parties, by purchase, the Acquired Assets; and
WHEREAS, as the Purchaser and the Seller Parties have agreed to terminate the relationship created pursuant to the Asset Purchase Agreement, and the related Transaction Documents, as set forth in the Termination, Settlement Agreement and Mutual Release, dated on even date herewith.
NOW, THEREFORE, the parties hereto, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby agree as follows:
1.Definitions.  Capitalized terms used herein have the respective meanings as defined in the Asset Purchase Agreement; provided, however that for purposes of this Agreement only, the following definitions will apply: 
“Business” shall mean the business of marketing or selling the Acquired Technology in the fields of chronic total occlusions and thrombus management.
“Change of Control Transaction” shall mean the acquisition of greater than fifty percent (50%) of the Seller’s outstanding voting shares of stock, or other transaction effecting a change of control from the current board of directors of the Seller, by or to, as appropriate, a party who would otherwise be a third party to this Agreement.
2.Covenant Not to Compete.  For a period commencing on the Effective Date and ending on the earlier of September 30, 2017, a Change of Control Transaction or the expiration date of the last to expire of the Patent Rights:  
(a)Competition. Each of the Seller Parties and their Affiliates will not, knowingly, directly or indirectly, whether as a consultant, independent contractor or advisor, or in any other capacity whatsoever (i) enter into or engage in any business or other enterprise that competes with the Business, or (ii) render, offer or attempt to render or solicit the rendition of services that competes with the Business to, any business, individual or other enterprise (or a portion, division or business line 



1



of a business, individual or other enterprise) that is in competition with the Business; provided, however, that the provisions of this Paragraph 2(a) shall not be deemed to prohibit either Seller Party’s ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any publicly held company.  For purposes of clarity under this Agreement, and not by way of limitation, a business, individual or enterprise will be deemed to be “in competition” or “competes” with the Business if the activities of such business, individual or enterprise involve the, distribution, marketing, or sale of products that compete with the Acquired Technology in the fields of chronic total occlusions or thrombus management.  
(b)Non-Interference.  The Seller Parties and their Affiliates will not directly solicit or knowingly induce or attempt to induce any provider, payor, customer, supplier, distributor, licensor, licensee, consultant, agent or other business relation of the Purchaser, whether existing or prospective at such time (each, a “Business Relation”), to cease doing business related to the Business or alter its business relationship as it relates to the Business with the Purchaser or in any way knowingly interfere with the existing or prospective business relationship between any such Business Relation and the Purchaser as it relates to the Business.
(c)Purchaser Name and Logo.  The Seller Parties and their Affiliates will not use, cause to be used or induce the use of, the Purchased Names or any derivation thereof in connection with any business or other enterprise or any other name or mark (including any logo) that has such a near resemblance thereto as may be likely to cause confusion or mistake to the public, or to otherwise deceive the public.
(d)Injunctive Relief.  Each of the Seller Parties acknowledges that monetary damages may not be sufficient to compensate the Purchaser for any economic loss that may be incurred by reason of breach of the foregoing restrictive covenants.  Accordingly, in the event of any such breach, the Purchaser shall, in addition to any remedies available to the Purchaser at law, be entitled to seek equitable relief in the form of an injunction enjoining any of the Seller Parties from continuing to engage in such breach. Each of the Seller Parties agrees that no bond or other indemnity shall be required to be posted by the Purchaser in connection with the granting of any request for a preliminary or permanent injunction.
(e)Non-Disparagement. The Seller Parties and their Affiliates agree that the Seller Parties will not disparage the Business, the Purchaser or its Affiliates, or any past, current or future stockholder, director, officer, employee, consultant, agent or independent contractor of the Purchaser or its Affiliates in any communication with any third party; provided, however, that the foregoing will not preclude any of the Seller Parties from bringing such actions in law or in equity as are appropriate to protect its or their interests.  Similarly, the Purchaser agrees that the Purchaser will not disparage the Seller Parties or their Affiliates, or any past, current or future stockholder, director, officer, employee, consultant, agent or independent contractor of any Seller Party or its Affiliates in any communication with any third party; provided, however, that the foregoing will not preclude the Purchaser from bringing such actions in law or in equity as are appropriate to protect its interests.
(f)Limitation on Restrictions.  If any restriction set forth in this Paragraph 2 is held to be unenforceable, then the Seller Parties and the Purchaser agree, and hereby submit, to the reduction and limitation of such prohibition to such area or period as shall be deemed enforceable by 



2



any court of competent jurisdiction.
3.Certain Representations of the Seller Parties.  Each of the Seller Parties represents that the limitations set forth in Paragraph 2 (including without limitation, time and territorial limitations) are reasonable and properly required for the adequate protection of the Business being acquired by the Purchaser for the consideration set forth in the Asset Purchase Agreement.  It is understood that the covenants made by each of the Seller Parties in Paragraphs 2(d) through 2(f) shall survive the expiration or termination of this Agreement.
4.Assignment.  The Seller Parties shall not assign or delegate any of its or their rights or obligations under this Agreement without the prior written consent of the Purchaser.  The Purchaser may assign its rights or obligations to any of its Affiliates so long as it controls any such Affiliate.
5.Entire Agreement.  This Agreement contains the entire agreement between the parties with respect to the subject matter hereof.
6.Waivers and Amendments.  This Agreement may be amended, superseded, canceled, renewed or extended, and the terms may be waived, only by a written instrument signed by each of the parties hereto.  No delay on the part of any party in exercising any right, power or privilege under this Agreement shall operate as a waiver, nor will any waiver on the part of either party of any such right, power or privilege, preclude any further exercise thereof or exercise or any other such right, power or privilege.
7.Successors and Assigns.  The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Purchaser and its successors and permitted assigns and the Seller Parties and each of the Seller Parties’ legal representatives, heirs, legatees, distributes and transferees by operation of law, whether or not any such person shall have become a party to this Agreement and have agreed in writing to join and be bound by the terms and conditions hereof.  Any assignor shall not be relieved from any obligations or liabilities under this Agreement.
8.Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of Delaware without regard to any applicable conflicts of law rules or principles. 
9.Consent to Jurisdiction; Venue; Waiver of Certain Damages and Jury Trial. 
(a)Except where it is pursuant to the terms of this Agreement entitled to injunctive relief, prior to commencing any litigation in connection with this Agreement or the other Transaction Documents, each party hereto shall use commercially reasonable efforts to cause its chief executive officer to confer with the chief executive officers of the other parties hereto for a period of at least 30 days, and each party hereto shall use its commercially reasonable efforts to resolve such dispute.  Only after compliance with the provisions of this Paragraph 9(a) may a party hereto commence an action in connection with this Agreement or the other Transaction Documents.



3



(b)Each party hereto hereby submits to the exclusive jurisdiction of the United States District Court for the District of Delaware and of any Delaware state court sitting in the County of New Castle, State of Delaware for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby.  Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum, and the parties hereto irrevocably agree that all such proceedings shall be heard and determined in such a Delaware state or federal court.  The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Paragraph 11 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.
(c)Each party hereto waives any claim to punitive, exemplary or multiplied damages from the other; provided, however, that this waiver shall not be deemed to prevent any Purchaser Indemnified Party or Seller Indemnified Party from recovering Losses incurred by such Purchaser Indemnified Party or Seller Indemnified Party, as the case may be, as a result of any claim (i) from any third party for any such punitive, exemplary or multiplied damages imposed upon such Purchaser Indemnified Party or Seller Indemnified Party and as to which claim such Purchaser Indemnified Party or Seller Indemnified Party, as the case may be, is otherwise entitled to indemnification under Section 9.2 of the Asset Purchase Agreement in the case of Purchaser Indemnified Parties or Section 9.3 of the Asset Purchase Agreement in the case of Seller Indemnified Parties or (ii) for fraud.
(d)Waiver of Jury Trial  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS OR EVENTS CONTEMPLATED HEREBY OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO.  THE PARTIES HERETO EACH AGREE THAT ANY AND ALL SUCH CLAIMS AND CAUSES OF ACTION SHALL BE TRIED BY THE COURT WITHOUT A JURY.  EACH OF THE PARTIES HERETO FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY SUCH LEGAL PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED.
10.Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.
11.Further Assurances.  The parties will execute such further instruments and take such further actions as may be reasonably necessary to carry out the intent of this Agreement.
12.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (with a confirmation thereof), two (2) Business Days after being mailed by registered or certified mail (return receipt requested), or the Business Day 



4



after being sent if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
(a)    if to the Purchaser:
The Spectranetics Corporation 
9965 Federal Drive 
Colorado Springs, CO  80921   
Telephone: (719) 447-2000 
Telecopier: (719) 447-2022 
Attention:   Chief Executive Officer
with a copy to:
 
The Spectranetics Corporation 
9965 Federal Drive 
Colorado Springs, CO  80921   
Telephone: (719) 447-2000 
Telecopier: (719) 447-2022 
Attention:  General Counsel


(b)    if to the Seller Parties:
Kensey Nash Corporation  
735 Pennsylvania Drive
Exton, PA  19341   
Telephone: (484) 713-2100 
Telecopier: (484) 713-2900 
Attention: Joseph W. Kaufmann
with a copy to:
Kensey Nash Corporation  
735 Pennsylvania Drive
Exton, PA  19341   
Telephone: (484) 713-2100 
Telecopier: (484) 713-2909 
Attention: Vice President of Legal Affairs


13.No Waiver.  The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of that provision, nor prevent that party thereafter from enforcing that provision or any other provision of this Agreement.
14.Arms Length Agreement.  This Agreement has been negotiated and prepared at the mutual request, direction and construction of the Seller Parties and the Purchaser, at arms length, 



5



with the advice and participation of counsel, and will be interpreted in accordance with its terms without favor to any party.
15.Counterparts; Electronic Delivery. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument.  Signatures sent by facsimile transmission, by email of a .pdf, .tiff or similar file or other electronic transmission shall be deemed to be original signatures. 
16.Attorneys’ Fees.  In the event of any proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover from the losing party all of its costs and expenses incurred in connection with such proceeding, including court costs and reasonable attorneys’ fees, whether or not such proceeding is prosecuted to judgment.
17.Headings. Section headings used in this Agreement are for convenience only and form no part or in any way modify or define the text of meaning or any provision of this Agreement.




[Signature page follows]



6





IN WITNESS WHEREOF, the Seller Parties and the Purchaser have duly executed this Non-Competition Agreement as of the day and year first written above.
KENSEY NASH CORPORATION
By:  /s/ Joseph Kaufmann    
Name: Joseph Kaufmann    
Title: CEO    
ILT ACQUISITION SUB, INC.
By:  /s/ Joseph Kaufmann    
Name: Joseph Kaufmann    
Title: President    
THE SPECTRANETICS CORPORATION
By:  /s/ Wade Bowe    
Name:    Wade Bowe
Title:    Vice President









7