Termination, Settlement Agreement and Mutual Release

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.

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.

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

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

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.

(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

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

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,

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.

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