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Form of Employment, Non-Disclosure and Non-Competition Agreement

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Exhibit 10.20


NON COMPETITION AGREEMENT AGREEMENT made as of the day of by and between ABIOMED, Inc., a Delaware Corporation with offices at 22 Cherry Hill Park, Danvers, Massachusetts (" ABIOMED" ), and _____________ (the " Employee" ) of _______________________ . For purposes of this Agreement, unless the context otherwise requires, the term ABIOMED, shall include ABIOMED and each of its subsidiaries.


The Employee desires to be employed by ABIOMED and ABIOMED desires to employ the Employee in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Employment . The Employee shall initially be employed by ABIOMED as their ______________. ABIOMED reserves the right, in its sole discretion, to change the Employee' s title and responsibilities at any time.

2. Compensation . The Employee' s salary shall be $__________ semi-monthly, subject to periodic review and adjustment by ABIOMED in its sole discretion. Payment of any bonuses will be at the sole discretion of ABIOMED. ABIOMED maintains certain benefit plans and programs for its employees. The Employee' s eligibility for and participation in these plans are subject to the terms and conditions of each plan. ABIOMED reserves the right to modify or terminate any plan or program at any time.

3. Loyalty and Best Efforts . The Employee agrees that he/she shall be a full-time employee, devoting his/her entire time, undivided loyalty and best efforts to the business of ABIOMED. The Employee shall not during the term of his/her employment be engaged in any other occupation, professional or business activity. As a representative of ABIOMED, the Employee further agrees to always conduct himself in accordance with the highest ethical and moral standards during both working and non-working hours. Attached to this Agreement as Appendix A is ABIOMED' s " Conflicts of Interest Policy" . By executing this Agreement, the Employee represents and warrants that he/she has reviewed carefully the Policy and Guidelines and agrees to abide by the Policy and Guidelines, as they may be updated and modified by ABIOMED from time to time.

4. Term and Termination . (a) ABIOMED may terminate the Employee' s employment for cause at any time without prior notice if the Employee shall; (i) commit fraud, theft, misappropriation, embezzlement, misrepresentation or the like, or (ii) materially violate any provisions of this Agreement, or (iii) be insubordinate or grossly incompetent in the course of his/her employment; or (iv) violate any provisions of ABIOMED' s Guidelines of Company Principles and Practices or Conflicts of Interest Policy, or any other published ABIOMED policies or guidelines, as they may be amended from time to time.

(b) ABIOMED may terminate Employee' s employment without cause at any time and without any liability beyond regular compensation through the day of termination during the Employee' s first six months of employment with ABIOMED.

(c) ABIOMED may terminate Employee' s employment without cause after six months of employment upon twenty-eight (28) days written notice to the Employee. In such event, the Employee, if requested by ABIOMED, shall continue to render his/her services and shall be paid his/her regular compensation up to the date of termination without any further liability to ABIOMED.

(d) The Employee may resign his/her employment with ABIOMED without cause at any time upon twenty-eight (28) days written notice to ABIOMED. In such event, the Employee shall continue to render his/her services and shall be paid his/her regular compensation up to the date of termination.

(e) The Employee' s employment with ABIOMED shall terminate immediately upon the Employee' s death.

5. Protection of Proprietary Information . (a) ABIOMED has developed or acquired materials and information (whether or not reduced to writing, patentable or protectable by copyright) relating to ABIOMED' s operating procedures, products, methods, service techniques, engineering and manufacturing data machines, devices, apparatus, " know-how" , formulae, software, processes, plans, designs, specifications, trade secrets, company data regarding costs, profits, markets and sales, customer lists, plans for present and future research, development and marketing, and other proprietary information not available to the public (collectively " Proprietary Information" ) which gives it a special competence in its various fields of endeavor, all of which have been acquired at considerable expense to ABIOMED.

(b) The Employee recognizes that ABIOMED is engaged in a continuous program of research and development of such Proprietary Information. The Employee understands that as part of his/her employment he/she is expected to make contributions of value to ABIOMED, including the development of Proprietary Information. He acknowledges that his/her employment creates a relationship of confidence and trust between him/herself and ABIOMED with respect to information of a confidential nature which is discovered, made known to, or learned by him/her during the period of his/her employment, including Proprietary Information.

(c) The Employee agrees to promptly disclose to ABIOMED all inventions conceived or put to practice while employed at ABIOMED, regardless of whether the development of the invention was funded by ABIOMED or by an external entity, government or private.

(d) The Employee will not without the express authorization from an authorized ABIOMED officer, during or after the term of his/her employment, disclose any Proprietary Information, or anything relating to it, to any person other than authorized ABIOMED personnel. Nor shall the Employee use any such information for his/her personal benefit or disclose or use for his/her personal benefit any information furnished by a third party to ABIOMED in confidence. (e) The Employee agrees that in the event of the termination of his/her employment for any reason, he/she will deliver to ABIOMED and shall not take with him/her, all documents and materials of any nature pertaining to any Proprietary Information. Employee shall execute a certificate in the form of Appendix B , at the time of termination of employment confirming compliance with the requirements of this Section and other provisions of this Agreement relating to the treatment of Proprietary Information.

6. Assignment of Proprietary Information . (a) The Employee agrees that he/she will promptly disclose to ABIOMED, or its assigns, all discoveries, processes, software, formulae, data, know-how and techniques, whether or not patentable or protectable by copyright, made or conceived, first reduced to practice, or learned by him/her, either alone or jointly with others, during the period of his/her employment which (i) relate to or are useful in the business of ABIOMED, or (ii) are conceived, made or worked on at the expense of, or during the Employee' s normal working hours for, ABIOMED or using any resources or materials of ABIOMED, or (iii) arise out of tasks assigned to him/her by ABIOMED, or (iv) are within the scope of his/her employment by ABIOMED (collectively, " Proprietary Inventions" ).

(b) All Proprietary Inventions shall be the sole property of ABIOMED and its assigns, and ABIOMED and its assigns shall be the sole owner of all patents, copyrights and other rights in connection therewith. In consideration of his/her employment by ABIOMED and regardless of any change in the Employee' s salary or the nature of the Employee' s employment, the Employee hereby assigns to ABIOMED, or its assigns, the Employee' s entire right, title and interest in and to any and all Proprietary Inventions. (c) The Employee, at the expense of ABIOMED, agrees to assist ABIOMED and its assigns in every proper way to obtain and enforce patents, copyrights and other intellectual property rights on Proprietary Inventions in any and all countries. To that end, the employee agrees to execute all papers, and perform all acts necessary to make this Agreement effective as to any particular Proprietary Inventions, application for letters patent, and other rights and interests of ABIOMED or its assigns, including the giving of testimony without expense to the Employee and without further compensation except as provided for in accordance with ABIOMED' s " Patent Awards Policy" as it may be amended from time to time, a copy of which is attached hereto as Appendix C and made a part of this Agreement by reference. The obligations

of the Employee under this paragraph (c) shall continue beyond the termination of his/her employment with ABIOMED.

(d) As a matter of record, and in order to avoid disputes over the application of Sections 5 and 6, the Employee has attached to this Agreement, as Appendix D , a complete list of all inventions made, conceived, or first reduced to practice by Employee, alone or jointly with others, prior to his/her employment with ABIOMED, that are not described in a publication or patent application in existence on the date of this Agreement, and that the Employee desires, and ABIOMED agrees to exclude from the effect of this Agreement. If no such list is attached to this Agreement, he/she represents that he/she has no such inventions and improvements at the time of signing this Agreement.

(e) If any application for any United States or foreign patent, copyright or other intellectual property rights related to or useful in the business of ABIOMED shall be filed by or for the Employee within a period of one (1) year after the termination of his/her employment, the subject matter covered thereby shall be presumed to have been conceived during his employment with ABIOMED.

7. Covenant Not to Compete . (a) Noncompetition . The Employee recognizes that ABIOMED is engaged in the research, development, manufacturing and marketing of proprietary products in the United States and throughout the world, and that it is of utmost importance to ABIOMED to maintain the confidentiality of its Proprietary Information and preserve the good-will of its business. In order to safeguard that Proprietary Information and good-will, the Employee understands that it is a condition of his/her employment not to compete with ABIOMED, in the United States or any other country, for a period of time
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