Amendment No. 3 to the Development and License Agreement



 Exhibit 10.1 

AMENDMENT NO. 3 TO DEVELOPMENT AND LICENSE AGREEMENT 
 This Amendment No. 3 (the “Amendment”), dated April 5, 2011, is entered into by and between Abbott Diabetes Care Inc., formerly known as TheraSense, Inc.
(“ADC”), and Insulet Corporation (“Insulet”), to amend the Development and License Agreement entered into between TheraSense, Inc. (“Therasense”) and Insulet, effective as of January 23, 2002,
as previously amended on March 31, 2008 and June 30, 2010 (together with this Amendment No. 3 hereinafter referred to collectively as the “Agreement”). Capitalized terms used herein but not otherwise defined shall
have the meanings ascribed to them in the Agreement. 
 WHEREAS, ADC and Insulet desire to amend the Agreement to enable Insulet
to, directly or indirectly, market and sell, on a non-exclusive basis in Australia and China, the Product with a Remote Controller that includes an ADC DBGM; and 
 NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Amendment and in the Agreement, and expressly incorporating the foregoing recitals, ADC and Insulet hereby agree as
follows: 
  

	 	1.	Section 1.37 is hereby amended and restated in its entirety to read as follows: 


“Expansion Territory” means Germany, France, UK, Netherlands, Switzerland, Belgium, Finland, Norway, Sweden, Australia
and China (including, for avoidance of doubt, Hong Kong, Macau and Taiwan). Except as otherwise set forth herein, the Expansion Territory shall be considered a part of the Territory. 

 

	 	2.	A new Section 9.6 is hereby added to read as follows: 

 9.6 Australia and China. Notwithstanding anything in this Agreement to the contrary, the following provisions shall apply solely with respect to Insulet’s activities and planned
activities in Australia and China: 
 (a) ADC shall not be required to provide any customer service training or
other training to Insulet employees or agents with respect to Insulet’s activities or planned activities in Australia or China; 
 (b) With respect to New Customers and Expansion Territory Customer Service Events in Australia and China the initial fee shall be $0 and the annual fee shall be $0. 

 

	 	3.	A new Section 9.7 is hereby added to read as follows: 

 9.7 Reports. For avoidance of doubt, Insulet shall deliver to ADC the written reports described in Sections 9.3, 9.4 and 9.5 on a quarterly basis for all countries in the Territory
regardless of whether ADC owes any payments to Insulet with respect to all such countries in such quarter. If no payment is owed with respect to a particular country for a particular quarter, Insulet shall so state in such report. 

 

	 	4.	Except as specifically modified or amended hereby, the Agreement shall remain in full force and effect, and as so modified or amended, is hereby approved. No provision
of this Amendment may be modified or amended except expressly in a writing signed by both parties. 

 IN WITNESS
WHEREOF, the parties have caused this Amendment to be signed by a duly authorized representative effective as of the date set forth above. 
  

									
	 INSULET CORPORATION
	 		 	ABBOTT DIABETES CARE INC.
					
	 By:
	 	 /s/ Peter Devlin
	 		 	By:	 	 /s/ Robert Ford

	 Name:
	 	Peter Devlin	 		 	Name:	 	Robert Ford
	 Title:
	 	Chief Operating Officer	 		 	Title:	 	Vice President, Global Commercial