Exhibit 2.1
 Execution Copy
 ASSET PURCHASE AGREEMENT
  AMERICAN MEDICAL SYSTEMS, INC.
  CONCEPTUS, INC.




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Execution Copy
 TABLE OF CONTENTS
 PAGEARTICLE 1 DEFINITIONS AND TERMS
    
    
    11.1
    
    Certain Definitions
    
    
    11.2
    
    Other Terms
    
    
    51.3
    
    Other Definitional Provisions
    
    
    6ARTICLE 2 PURCHASE AND SALE
    
    
    62.1
    
    Purchase and Sale of Conveyed Assets and Assumption of Liabilities
    
    
    62.2
    
    Purchase Price
    
    
    82.3
    
    Allocation of Purchase Price; Withholding
    
    
    82.4
    
    Closing; Delivery and Payment
    
    
    92.5
    
    License Grant
    
    
    10ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PARENT
    
    
    103.1
    
    Organization
    
    
    103.2
    
    Authority; Binding Effect
    
    
    103.3
    
    Noncontravention
    
    
    113.4
    
    Governmental Consents and Approvals
    
    
    113.5
    
    Litigation and Claims
    
    
    113.6
    
    Compliance with Laws
    
    
    123.7
    
    Product Registrations; Regulatory Compliance
    
    
    123.8
    
    Material Contracts
    
    
    123.9
    
    Intellectual Property
    
    
    133.10
    
    Assets
    
    
    153.11
    
    Taxes
    
    
    163.12
    
    Brokers
    
    
    16ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER
    
    
    164.1
    
    Organization and Qualification
    
    
    164.2
    
    Corporate Authorization
    
    
    164.3
    
    Binding Effect
    
    
    164.4
    
    Noncontravention
    
    
    164.5
    
    Consents and Approvals
    
    
    174.6
    
    Brokers
    
    
    17ARTICLE 5 COVENANTS AND OTHER AGREEMENTS
    
    
    175.1
    
    Further Assurances
    
    
    175.2
    
    Purchasers Investigation; No Additional Representations
    
    
    185.3
    
    Bulk Transfer Laws
    
    
    185.4
    
    Litigation Support
    
    
    185.5
    
    Tax Matters
    
    
    195.6
    
    Trademarks; Names
    
    
    195.7
    
    Non-Compete
    
    
    205.8
    
    Assignment and Assumption of the Settlement and License Agreement
    
    
    20
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Execution Copy
 ARTICLE 6 SURVIVAL AND INDEMNIFICATION
    
    
    216.1
    
    Survival
    
    
    216.2
    
    Indemnification by Purchaser
    
    
    216.3
    
    Indemnification by Parent
    
    
    226.4
    
    Indemnification Procedures
    
    
    226.5
    
    Exclusive Remedy; Limitation of Remedy
    
    
    246.6
    
    Characterization of Indemnification Payments
    
    
    246.7
    
    Computation of Losses Subject to Indemnification
    
    
    246.8
    
    Limitations on Liability
    
    
    246.9
    
    Mitigation
    
    
    246.10
    
    Waiver of Conditions; Indemnity
    
    
    24ARTICLE 7 MISCELLANEOUS
    
    
    257.1
    
    Notices
    
    
    257.2
    
    Specific Performance
    
    
    267.3
    
    Amendment; Waiver
    
    
    267.4
    
    Assignment
    
    
    267.5
    
    Entire Agreement
    
    
    267.6
    
    Fulfillment of Obligations
    
    
    267.7
    
    Parties in Interest
    
    
    267.8
    
    Public Disclosure; Confidential Information
    
    
    277.9
    
    Expenses
    
    
    287.10
    
    Schedules
    
    
    287.11
    
    Governing Law
    
    
    287.12
    
    Waiver of Jury Trial
    
    
    287.13
    
    Counterparts
    
    
    297.14
    
    Headings
    
    
    297.15
    
    Severability
    
    
    29
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Execution Copy
 List of Schedules
 1.1 (a)
    
    Excluded Names, Logo and Marks1.1 (b)
    
    Other Excluded Assets1.1 (c)
    
    Knowledge of Parent1.1 (d)
    
    Permitted Encumbrances2.1 (a)(i)
    
    Assumed Contracts2.1 (a)(ii)
    
    Purchased IP Rights2.3
    
    Allocation of Purchase Price3.3
    
    Required Third Party Consents3.4
    
    Required Governmental Consents3.5
    
    Pending or Threatened Litigation3.6
    
    Compliance with Laws3.7
    
    Product Registrations3.8(a)
    
    Material Contracts3.9
    
    Intellectual Property3.11
    
    Taxes4.5
    
    Purchaser Required Governmental Consents
 List of Exhibits
 A
    
    Form of Bill of SaleB
    
    Form of Assignment and Assumption Agreement
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Execution Copy
 ASSET PURCHASE AGREEMENT
 Agreement Parent Purchaser
 RECITALS:
   AGREEMENT
  ARTICLE 1
DEFINITIONS AND TERMS
 Certain Definitions
 Affiliate control
 Agreement
 Ancillary Agreements
 Allocation Section 2.3
 Asset Selling Corporation Asset Selling Corporations
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Execution Copy
 Assignment and Assumption Agreement Section
2.4(b)(ii)
 Assumed Contracts Section 2.1(a)(i)
 Assumed Liabilities Section 2.1(c)
 Bill of Sale Section 2.4(b)(i)
 Claim Section 6.4
 Claim Notice Section 6.4
 Closing
 Closing Date Section 2.4(a)
 Code
 Confidentiality Agreement
 Contract
 Conveyed Assets Section 2.1(a)
 Disclosure Schedules Article 3
 Excluded Assets Schedule 1. 1(a) Schedule 1. 1(b)
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Execution Copy
 Schedule 2.1(a) Section 2.1(a)(iii)
 Excluded Liabilities Section 2.1(d)
 Governmental Authority
 Governmental Authorization
 Governmental Order
 Income Tax Income Taxes
 Indemnified Parties Section 6.3(a)
 Indemnifying Party Section 6.4
 Intellectual Property Patents Trademarks Copyrights Trade Secrets
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Execution Copy
  IRS
 Knowledge of Parent Schedule 1. 1(c)
 Laws
 Liabilities
 Liens
 Losses Section 6.2
 Material Contracts Section 3.8(a)
 Notice Period Section 6.4
 Parent
 Permits Section 3.6(b)
 Permitted Encumbrances Schedule 1. 1(d)
 Person
 Pre-Closing Taxable Period
 Product Registrations Section 3.7
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Execution Copy
 Purchase Price Section 2.2
 Purchased IP Rights Section
2.1(a)(ii)
 Purchaser
 Purchaser Indemnified Parties Section
6.3(a)
 Restricted Business Section 5.7


Restricted Period Section 5.7


Seller Indemnified Parties Section 6.2(a) Settlement and License
Agreement Section 5.8
 Straddle Taxable Period Section 5.5(b)
 Tax Taxes
 Tax Return Tax Returns
 Technology
 Treasury Regulations
 Other Terms
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Execution Copy
 1.3
    
    Other Definitional Provisions.
         ARTICLE 2
PURCHASE AND SALE
 2.1
    
    Purchase and Sale of Conveyed Assets and Assumption of Liabilities.
 Schedule 2. 1(a) Conveyed Assets
 Schedule 2.1(a)(i) Assumed Contracts
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Execution Copy
 Tremulis Agreement Callister Agreement Section 2.1(a)(ii) Section 2.1(a)(iii) Section 2.1(a)(ii) Section 2.1(a)(iii)
 Purchased IP Rights
   provided however
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Execution Copy
 Assumed Liabilities
 Excluded Liabilities Sections 5.5(a) and
5.5(b McAndrews Firm Merger Agreement September 2009 Settlement Agreement
 Purchase Price Purchase Price Section 2.3
 Allocation of Purchase Price; Withholding Schedule 2.3 Allocation
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Execution Copy
  Closing; Delivery and Payment
 Closing Date
  Exhibit A Bill of Sale
 Exhibit B Assignment and Assumption Agreement
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Execution Copy
    License Grant Licensed Patents
 ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PARENT
 Article 3 Article 3 Disclosure Schedules
 Organization
 Authority; Binding Effect
  10




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Execution Copy
   Noncontravention Schedule 3.3 Schedule 3.3, Sections
3.4 and 4.5
 Governmental Consents and Approvals Schedule 3.4
 Litigation and Claims Section 3.7 Schedule 3.5
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Execution Copy
  Compliance with Laws
 Section 3.7 Schedule 3.6
 Permits
 Product Registrations; Regulatory Compliance Schedule 3.7 Product Registrations Schedule 3.7
 Material Contracts
 Schedule 3. 8(a) Material Contracts
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Execution Copy
      Schedule 3. 8(b)
  Intellectual Property
 Schedule 3. 9(a) Settlement and License Agreement Registered IP Schedule 3. 9(a)
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Execution Copy
 Schedule 3. 9(b) Schedule 3. 9(b) ,
 Schedule 3. 9(c)
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Execution Copy
  Schedule3. 9(a) . Schedule 3. 9(f)
   Schedules 3. 9(b) ;
 Assets
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Execution Copy
  Taxes Schedule 3.11 Schedule 3.11
 Brokers
 ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PURCHASER
 Article 4 Article 4
 Organization and Qualification
 Corporate Authorization
 Binding Effect
 Noncontravention Sections 3.4 and 4.5
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Execution Copy
  Consents and Approvals Schedule 4.5,
 Brokers
 ARTICLE 5
COVENANTS AND OTHER AGREEMENTS
 Further Assurances
 Section 2.1(b)
 Section 5.1(d) Schedule 2. 1(a)(ii) Section 5.1(a) Schedule 2. 1(a)(ii)
 Section 5.1(d) Schedule 2. 1(a)(ii) Schedule 3. 9(a)
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Execution Copy
 Section 5.1(a) Schedule 2. 1(a)(ii)
 Section 5.1
 Purchasers Investigation; No Additional Representations Article 3 Article 3 Article 6
 Bulk Transfer Laws
 Litigation Support
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 Section 5.4
 Tax Matters
  Straddle Taxable Period
  Trademarks; Names
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Execution Copy
 Schedule 1.1(a)
 Non-Compete
 Restricted
Period Restricted Business
  Section 5.7
 Assignment and Assumption of the Settlement and License Agreement Section 5.8 Royalty Payment
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Execution Copy
  A general release does not extend to claims which the creditor does not know or suspect to
exist in his or her favor at the time of executing the release, which if known by him or her
must have materially affected his or her settlement with the debtor.
 ARTICLE 6
SURVIVAL AND INDEMNIFICATION
 Survival
 Indemnification by Purchaser
 Seller
Indemnified Parties Losses
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Execution Copy
  Article 6 Section 6.2(a)(i) e Section 6.2(a)(ii), (iii) or (iv) Section 4.2
 Indemnification by Parent
 Purchaser Indemnified Parties Indemnified Parties provided, however Section 5.1
 Article 6 Section 6.3(a)(i) Section 6.3(a)(ii) or (iii) Sections 3.2(a) 3.9(d)
 Indemnification Procedures Indemnifying Party Claim
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Execution Copy
 Claim Notice Notice Period Section 6.4
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Execution Copy
 Sections 6.2(b) 6.3(b)
 Exclusive Remedy; Limitation of Remedy Sections 5.1 and 7.2 Article 6
 Characterization of Indemnification Payments Article 6
 Computation of Losses Subject to Indemnification Article 6
 Limitations on Liability Article 6
 Mitigation
 Waiver of Conditions; Indemnity Section 6.3
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Execution Copy
 ARTICLE  MISCELLANEOUS
 Notices
  
  
  
  
  
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Execution Copy
  
  Specific Performance Sections 5.1 or 5.7 Sections 5.6 or 7.8 Section 6.4
 Amendment; Waiver Section 6.10 Section
6.10
 Assignment
 Entire Agreement
 Fulfillment of Obligations
 Parties in Interest
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Execution Copy
  Public Disclosure; Confidential Information
  Section 7.8 Confidential Information Representatives
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   Expenses
 Schedules
 Governing Law
 Waiver of Jury Trial Section 7.12
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Execution Copy
 Counterparts
 Headings
 Severability
 [The remainder of this page has been intentionally left blank]
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PARENT:
    
    PURCHASER:American Medical Systems, Inc
a Delaware corporation
    
    Conceptus, Inc.,
a Delaware CorporationBy:

    /s/ Anthony P. Bihl
    
    By:

    /s/ Mark M.
SieczkarekName:
    Anthony P. Bihl III
    
    
    Name:

    Mark M.
SieczkarekTitle:
    President & CEO
    
    
    Title:
    CEO / President