Amendment No. 1 to Extended Joint Development Agreement





			
	 Exhibit 10.72

 
 CONFIDENTIAL TREATMENT
REQUESTED


  

 AMENDMENT NO. 1 TO 

EXTENDED JOINT DEVELOPMENT AGREEMENT 
 This Amendment No. 1 to Extended Joint Development Agreement (this “Amendment”) is entered into as of February 3, 2011 (the “Effective Date”), by and between
Philips Medical Systems Nederland B.V. (“Philips”) and Hansen Medical, Inc. 
 R E C I T A L S

 WHEREAS, Philips and Hansen previously entered into that certain Extended Joint Development Agreement, effective
November 15, 2009 (the “Agreement”); and 
 WHEREAS, Philips and Hansen desire to amend the Agreement in
accordance with the terms of this Amendment. 
 NOW, THEREFORE, in consideration for the agreements set forth below and for good
and valuable consideration, receipt of which is hereby acknowledged, Philips and Hansen hereby agree to amend the Agreement as follows and the parties hereto agree as follows: 
 A M E N D M E N T 
 1. Definitions. Except as
otherwise provided herein, capitalized terms used in this Amendment shall have the definitions set forth in the Agreement. 
 2. Amendment of Section 2.1.1. Two new sentences are hereby added to the end of Section 2.1.1 as follows: 
 “As part of the Project, and subject to the terms and conditions hereof, Hansen and Philips will reasonably cooperate towards the development of a [***] product [***] that will enhance the [***]
experience with the [***] and provide at least one [***] when used with compatible [***].” 
 “Philips and Hansen
will work together to [***], as will be further detailed in an update of the Annex 1 (Project Description) to this Agreement to be agreed upon by the Steering Committee as set forth in Section 3 of this Agreement, as contemplated in the
definition of “Project Description” in Section 1.” 
 3. Amendment of
Section 2.1.2. The last sentence of Section 2.1.2 of the Agreement is hereby amended and restated in its entirety as follows: 

  
  

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	CONFIDENTIAL TREATMENT REQUESTED

  

 “Philips will have no right to any Sales Fees for systems sold and delivered to
the end customer after [***] (which number of [***] shall be increased to [***] after such time as [***] hereunder are [***]) from date of first commercial shipment of the Vascular System.” 

4. Amendment of Section 2.1.3. Section 2.1.3 of the Agreement is hereby amended and restated in its
entirety as follows: 
 “The System Sales Fees hereunder will be [***] (which amount shall be increased to [***] after
such time as [***] hereunder are [***] per Vascular System (excluding catheters) invoiced to the end customer, provided that no System Sales Fee will be due for systems that are delivered to customers only to replace a Vascular System (for warranty
or service reasons) for which appropriate System Sales Fee was already awarded to Philips.” 
 5.
Consideration. In consideration for the agreements set forth herein, Philips will make a non-refundable payment to Hansen US $6,000,000 within [***] of the Effective Date. For avoidance of doubt, the payment made under this Section 5 of
the Amendment will be included in the aggregate payments referenced in Sections 2.1.2 and 2.1.3. 
 6. Terms
of Agreement. Except as expressly modified hereby, all terms, conditions and provisions of the Agreement shall continue in full force and effect. 
 7. Conflicting Terms. In the event of any inconsistency or conflict regarding the subject matter of this Amendment between the Agreement and this Amendment, the terms, conditions and provisions of
this Amendment shall govern and control with regards to that subject matter of this Amendment. 
 8. Entire
Agreement. The Agreement, as amended by the Amendment, constitutes the entire and exclusive agreement between the parties with respect to the subject matter thereof. All previous discussions and agreements with respect to this subject matter are
superseded by the Agreement, as amended by this Amendment. This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Facsimile
counterparts shall be deemed to be originals. 

  
  

[***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND 
 SEPARATELY FILED WITH THE COMMISSION 










			
	CONFIDENTIAL TREATMENT REQUESTED

  

 IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.

 PHILIPS MEDICAL SYSTEMS NEDERLAND B.V. 
  

									
	By:	 	 /s/ Bert Van Meurs
	 		 	By:	 	 /s/ John Van Soerland

					
	Name:	 	 Bert Van Meurs
	 		 	Name:	 	 John Van Soerland

					
	Title:	 	 Senior Vice President
	 		 	Title:	 	 Senior Director


 HANSEN MEDICAL, INC. 
  

									
	 By:
	 	 /s/ Bruce J. Barclay
	 		 		 	
					
	 Name:
	 	 Bruce J Barclay
	 		 		 	
					
	 Title:
	 	 Chief Executive Officer
	 		 		 	

 [SIGNATURE PAGE TO AMENDMENT
NO. 1 TO EXTENDED JOINT DEVELOPMENT AGREEMENT]