OF A DISTRIBUTION THAT IS
SUBJECT TO THE PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT,
(III) FURNISH TO ABIOMED IN WRITING SUCH INFORMATION REGARDING THEMSELVES, THE
REGISTRABLE SHARES HELD BY THEM AND THE INTENDED METHOD OF DISPOSITION OF SUCH
SHARES AS ABIOMED SHALL REASONABLY REQUEST AND AS SHALL BE REQUIRED UNDER
APPLICABLE SECURITIES LAWS IN CONNECTION WITH THE ACTION TO BE TAKEN BY ABIOMED,
INCLUDING THE PREPARATION OF (A) THE PROSPECTUS (OR ANY AMENDMENT OR SUPPLEMENT
THERETO) WITH RESPECT TO SUCH OFFERING AND (B) ANY QUALIFICATION OF SUCH
REGISTRABLE SHARES UNDER STATE SECURITIES OR "BLUE SKY" LAWS, AND (IV) PROMPTLY
NOTIFY ABIOMED OF THE OCCURRENCE, FROM THE DATE ON WHICH SUCH INFORMATION OR
DOCUMENTS ARE FURNISHED TO THE DATE OF THE CLOSING FOR THE SALE OF SUCH
REGISTRABLE SHARES, OF ANY EVENT RELATING TO SUCH HOLDER THAT IS REQUIRED UNDER
THE SECURITIES ACT TO BE SET FORTH IN THE PROSPECTUS (OR ANY AMENDMENT OR
SUPPLEMENT THERETO).
(B)
AT THE END OF THE REGISTRATION PERIOD THE HOLDERS SHALL
DISCONTINUE SALES OF REGISTRABLE SHARES PURSUANT TO THE SHELF REGISTRATION AFTER
ABIOMED HAS GIVEN NOTICE TO THE STOCKHOLDERS' REPRESENTATIVE OF ITS INTENTION TO
REMOVE FROM REGISTRATION THE SECURITIES COVERED BY THE REGISTRATION STATEMENT
WHICH REMAIN UNSOLD, AND THE STOCKHOLDERS' REPRESENTATIVE SHALL NOTIFY ABIOMED
IMMEDIATELY UPON RECEIPT OF SUCH NOTICE FROM ABIOMED OF THE NUMBER OF SHARES OF
THE HOLDERS THAT ARE REGISTERED BUT REMAIN UNSOLD.
8.
Expenses of Registration.
ABIOMED shall pay all expenses
incident to its performance of or compliance with this Agreement and
registration of Registrable Shares in connection herewith, including (a) all
SEC, stock exchange or market and National Association of Securities
Dealers, Inc. registration and filing fees, (b) all fees and expenses incurred
in
7
complying with securities or "blue sky" laws, (c) all expenses incurred in
connection with the preparation, printing and distribution of the registration
statement and prospectus and any other supplement or amendment thereto and the
mailing and delivery of copies thereof to the Holders, including all printing,
messenger and delivery expenses and (d) all fees and disbursements of ABIOMED's
independent public accountants and counsel (all of such expenses herein referred
to as "Registration Expenses").
The Registration Expenses shall not include any
sales or underwriting discounts, commissions or fees attributable to the sale of
the Registrable Shares or the fees and expenses of counsel to the Holders, which
shall be borne by the Holders.
9.
Indemnification and Contribution.
(A)
IN THE EVENT THAT REGISTRABLE SHARES ARE INCLUDED IN A
REGISTRATION STATEMENT PURSUANT TO THE TERMS OF THIS AGREEMENT, ABIOMED AGREES
TO INDEMNIFY AND HOLD HARMLESS, TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO
THE TERMS OF THIS AGREEMENT, EACH HOLDER, ITS DIRECTORS, OFFICERS, PARTNERS, AND
EACH PERSON, IF ANY, WHO CONTROLS SUCH HOLDER (WITHIN THE MEANING OF THE
SECURITIES ACT) AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS), JOINT OR SEVERAL,
ARISING OUT OF OR BASED UPON ANY UNTRUE OR ALLEGED UNTRUE STATEMENT OF A
MATERIAL FACT CONTAINED