EX-1 2 ex1sc13da1-cardiac.txt EXHIBIT 1 EXHIBIT 1 --------- JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts. Dated: July 22, 2004 PERSEUS ACQUISITION/RECAPITALIZATION FUND, L.L.C. By: Perseus Acquisition/Recapitalization Management, L.L.C., its Managing Member By: Perseus EC, L.L.C., its Managing Member By: Perseuspur, L.L.C., its Managing Member By: /s/ Rodd Macklin -------------------------------------- Name: Rodd Macklin Title: Secretary and Treasurer PERSEUS MARKET OPPORTUNITY FUND, L.P. By: Perseus Market Opportunity Partners, L.P., its General Partner By: Perseus Market Opportunity Partners GP, L.L.C., its General Partner By: Perseus, L.L.C., its Managing Member By: Perseus MF, L.L.C., its Managing Member By: /s/ Rodd Macklin -------------------------------------- Name: Rodd Macklin Title: Secretary and Treasurer CARDIAC SCIENCE CO-INVESTMENT, L.P. By: Perseus Acquisition/Recapitalization Management, L.L.C., its General Partner By: Perseus EC, L.L.C., its Managing Member By: Perseuspur, L.L.C., its Managing Member By: /s/ Rodd Macklin -------------------------------------- Name: Rodd Macklin Title: Secretary and Treasurer PERSEUS ACQUISITION/RECAPITALIZATION MANAGEMENT, L.L.C. By: Perseus EC, L.L.C., its Managing Member By: Perseuspur, L.L.C., its Managing Member By: /s/ Rodd Macklin -------------------------------------- Name: Rodd Macklin Title: Secretary and Treasurer PERSEUS MARKET OPPORTUNITY PARTNERS, L.P. By: Perseus Market Opportunity Partners GP, L.L.C., its General Partner By: Perseus, L.L.C., its Managing Member By: Perseus MF, L.L.C., its Managing Member By: /s/ Rodd Macklin -------------------------------------- Name: Rodd Macklin Title: Secretary and Treasurer PERSEUS MARKET OPPORTUNITY PARTNERS GP, L.L.C. By: Perseus, L.L.C., its Managing Member By: Perseus MF, L.L.C., its Managing Member By: /s/ Rodd Macklin -------------------------------------- Name: Rodd Macklin Title: Secretary and Treasurer PERSEUS, L.L.C. By: Perseus MF, L.L.C., its Managing Member By: /s/ Rodd Macklin -------------------------------------- Name: Rodd Macklin Title: Secretary and Treasurer PERSEUS MF, L.L.C. By: /s/ Rodd Macklin -------------------------------------- Name: Rodd Macklin Title: Secretary and Treasurer RAPPAHANNOCK INVESTMENT COMPANY By: /s/ Rodd Macklin -------------------------------------- Name: Rodd Macklin Title: Secretary and Treasurer PERSEUS EC, L.L.C. By: Perseuspur, L.L.C., its Managing Member By: /s/ Rodd Macklin -------------------------------------- Name: Rodd Macklin Title: Secretary and Treasurer PERSEUSPUR, L.L.C. By: /s/ Rodd Macklin -------------------------------------- Name: Rodd Macklin Title: Secretary and Treasurer FRANK H. PEARL /s/ Rodd Macklin -------------------------------------- Name: Rodd Macklin Title: Attorney-in-Fact