Exhibit 10.29


AMENDMENT
TO DISTRIBUTION AGREEMENT


BETWEEN
CONCEPTUS INC. AND CONCEPTUS SAS


This
amendment (“Amendment”) to the Distribution
Agreement (defined below) is effective as of February 27, 2007 (“Amendment  Effective Date”)
and is made and entered into by and between Conceptus, Inc., having a principal place of business at 331 East
Evelyn Street, Mountain View, California 94041 (“Conceptus”),
and Conceptus SAS, having a
principal place of business at 7/9 rue du Marechal Foch, Versailles, France (“Distributor”).


RECITALS


WHEREAS,
Conceptus and Distributor have entered into a distribution agreement dated as
of January 17, 2004 (“Distribution Agreement”)
pursuant to which Distributor has the right to distribute products of Conceptus
in Europe and other geographic areas specified in the Agreement; and


WHEREAS,
in connection with an amendment of even date herewith to the Share Purchase and
Call Option Agreement between the Conceptus and the shareholders of Distributor
(“Amendment to the  Share
Purchase and Call Option Agreement”), Conceptus and Distributor
desire to amend the Agreement in accordance with the terms and conditions of
this Amendment to adjust the product price and minimum purchase quantities
under the Agreement.


NOW,
THEREFORE, in consideration of the foregoing and the promises, representations,
and warranties set forth below, the parties agree as follows:


1.             DEFINITIONS.  All terms with initial capital letters that are not
defined in this Amendment shall have the meanings given them in the Agreement.


2.             PRICING
AND MINIMUM PURCHASE QUANTITY


2.1          Purchase Price


2.1.1       The
Distribution Agreement is amended such that the price for each Essure procedure
kit purchased by Distributor on or after the Amendment Effective Date in 2007
shall be increased by 61% from the 2007 purchase price specified in Exhibit
C, and the price for each such kit purchased in 2008 shall be increased by
100% from the 2008 price specified in Exhibit C.  The purchase price for Essure kits purchased
by Distributor during the period from













January 1, 2009 through 2014 shall be the same as the 2008 purchase
price as calculated in accordance with this Amendment.


2.1.2       Notwithstanding
Section 2.1.1 above, Distributor may purchase 400 Essure procedure kits
for $220USD each in calendar year 2007 solely to provide such kits to
Distributor’s sub-distributor in Spain. Distributor will purchase such kits to
fulfill such sub-distributor’s order for the kits that such sub-distributor
receives at no charge in connection with the achievement of certain volumes
milestones in Distributor’s contract with such sub-distributor.


2.1.3       For
Clarity, the pricing for demo kits and other items specified in Exhibit C
of the Distribution Agreement shall remain as specified in Exhibit C.


2.2          Minimum Purchase Quantity.  The
Distribution Agreement is amended such that the minimum purchase quantity for
2007 shall be increased by 200% from the minimum purchase quantity for 2007
specified in Exhibit E, and the minimum purchase quantity for 2008 shall
be increased by 184% from the 2008 minimum purchase quantity specified in Exhibit
E.  The annual minimum purchase
quantity for each calendar year during the period from January 1, 2009 through
2014 shall be the same as the minimum purchase quantity for 2008  as calculated in accordance with this
amendment.


3.             GENERAL


3.1            This Amendment shall be effective upon the
Amendment Effective Date, whereupon the Agreement shall be, and hereby is,
amended as set forth herein; provided that this Amendment shall not be
effective, and the parties hereto shall have no obligations under this
Amendment, unless and until the Amendment to the Share Purchase and Call Option
Agreement is executed by Conceptus and the shareholders of Distributor.


3.2          On
and after the Amendment Effective Date, each reference in the Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean
and be a reference to the Agreement as amended hereby.


3.3          Except
as expressly amended by this Amendment, the Agreement shall remain in full
force and effect.


3.4          This
Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute a single
instrument.


[The
signature page is the next page.]



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IN
WITNESS WHEREOF, the parties have caused this Amendment to be signed by their
duly authorized representatives.


	
  CONCEPTUS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark
  Sieczkarek

  	
   

  
	
   

  	
   

  
	
  Printed Name:
  Mark Sieczkarek

  	
   

  
	
   

  	
   

  
	
  Title: President
  and Chief Executive Officer

  	
   

  
	
  and

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DISTRIBUTOR

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Yves
  Guillemain d’Echon

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed Name: Yves
  Guillemain d’Echon

  	
   

  
	
   

  	
   

  
	
  Title: President

  	
   

  
					



 



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