OPERATING AGREEMENT OF
ANGIOTECH CAPITAL, LLC
A NEVADA LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT is made effective as of the 22nd day of October, 2002, by and between Angiotech
Pharmaceuticals, Inc., a Canadian corporation, as the sole member of Angiotech Capital, LLC, a Nevada limited liability company
(the “ Company ”), and the Company.
This operating agreement governs the relationship between the Company and its member, pursuant to the Nevada Limited
Liability Company Act, as defined below.
In consideration of their mutual promises, covenants, and agreements, the parties hereto do hereby promise, covenant and
agree as follows:
For purposes of this operating agreement, and unless the context clearly otherwise indicates, the following terms shall have the
“ Act ” — The Nevada Limited Liability Company Act, Nev. Rev. Stat. “ 86.011 to 86.571, as amended from time to time.
“ Agreement ” or “ Operating Agreement ” — This operating agreement.
“ Code ” — The Internal Revenue Code of 1986, as amended.
“ Company ” — Angiotech Capital, LLC, a Nevada limited liability company.
“ Manager s” — The Persons designated as managers of the Company pursuant to Section 5.1 hereof, and any other Person or
Persons who may subsequently be designated as a Manager of the Company pursuant to the further terms of this Agreement.
A Manager need not be a Member of the Company.
“ Member ” — Angiotech Pharmaceuticals, Inc., a Canadian corporation, as the sole initial Member of the Company, and any
other Person or Persons who may subsequently be designated as the sole Member of this Company pursuant to the further
terms of this Agreement.
“ Membership Interest ” — The rights of the Member in distributions and allocations of profits, losses, gains, deductions and
“ Membership Rights ” — The rights of the Member, which are comprised of: (1) the Member’s Membership Interest, and
(2) the Member’s right to vote