**Exhibit 10.62**

**AMENDMENT NO. 2 TO**

**DEVELOPMENT AND SUPPLY AGREEMENT**

This Amendment No. 2 to Development and Supply Agreement (this “**Amendment**”) is entered into as of April 2,2010, by and between Luna Innovations Incorporated, a Delaware corporation, together with Luna Technologies, Inc., a Delaware corporation (acting jointly and severally, individually and collectively, “**Luna**”), and Hansen Medical,Inc., a Delaware corporation (“**Hansen**”). 

**RECITALS**

WHEREAS, Luna and Hansen are parties to that certain Development and Supply Agreement having an effective date of January 12, 2010and amended by Amendment No. 1 to Development and Supply Agreement dated as of February 17, 2010 (collectively, the “**Agreement**”); 

WHEREAS, Luna and Hansen desire to amend Exhibit A and Exhibit B of the Agreement to clarify certain prototype specifications and toextend the deadlines for certain milestones. 

NOW, THEREFORE, for good and valuable consideration, receipt of which is herebyacknowledged, Luna and Hansen hereby agree to amend the Agreement as follows: 

**AMENDMENT**

**1.**Definitions. Except as otherwise provided herein, capitalized terms used in this Amendment shall have the definitionsset forth in the Agreement. 

**2.**Amendments to Exhibit A [****]. Exhibit A of the Agreement shall be amended asfollows: 

**[********]**

**3.**Amendments to Exhibit A and Exhibit B [****]. 

**(a)**Exhibit A of the Agreement shall be amended as follows: 

**(i)**In Exhibit A[****]: 

“[****]” 

shall be replaced with the following sentence: 

“[****]” 

 

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**(b)**Exhibit B of the Agreement shall be amended as follows: 

**(i)**In Exhibit B[****]: 

“[****]” 

shall be replaced with the following sentence: 

“[****]” 

**4.**Amendments to Exhibit A regarding data interface. Exhibit A of the Agreement shall be amended as follows: 

**(a)**In Exhibit A[****] containing the following sentence: 

“[****]” 

shall be replaced with the following: 

“[****]” 

**(b)**In Exhibit A[****] containing the following sentence: 

“[****]” 

shall be replaced with the following: 

“[****]” 

**(c)**In Exhibit A[****] containing the following sentence: 

“[****]” 

shall be replaced with the following: 

“[****]” 

**(d)**In Exhibit A[****] containing the following sentence: 

“[****]” 

shall be replaced with the following: 

“[****]” 

**5.**Amendments to Exhibit A and Exhibit B regarding milestone deadlines. Exhibit A and Exhibit B of the Agreement shall beamended as follows: 

 

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**(a)**In Exhibit A[****]: 

“[****]” 

shall be replaced with the following: 

“[****]” 

**(b)**In Exhibit A[****]: 

“[****]” 

shall be replaced with the following: 

“[****]” 

**(c)**In Exhibit A[****]: 

“[****]” 

shall be replaced with the following: 

“[****]” 

**(d)**In Exhibit A[****]: 

“[****]” 

shall be replaced with the following: 

“[****]” 

**(e)**In Exhibit A[****]: 

“[****]” 

shall be replaced with the following: 

“[****]” 

**(f)**In Exhibit B[****]: 

“[****]” 

shall be replaced with the following: 

“[****]” 

 

3 

**(g)**In Exhibit B[****]: 

“[****]” 

shall be replaced with the following: 

“[****]” 

**(h)**In Exhibit B[****]: 

“[****]” 

shall be replaced with the following: 

“[****]” 

**(i)**In Exhibit B[****]: 

“[****]” 

shall be replaced with the following: 

“[****]” 

**6.**Amendments to Exhibit A and Exhibit B regarding [****]. Exhibit A and Exhibit B of the Agreement shall be amended asfollows: 

**(a)**In Exhibit A[****]: 

“[****]” 

shall be replaced by the following sentence: 

“[****]” 

**(b)**In Exhibit B[****]: 

“[****]” 

shall be replaced with the following language: 

“[****]” 

**(c)**For avoidance of doubt[****]. 

**7.**Amendment to Exhibit A regarding [****]. Exhibit A of the Agreement shall be amended as follows: 

 

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**(a)**In Exhibit A, [****]: 

“[****]” 

shall be replaced with the following language: 

“[****]” 

**(b)**In Exhibit A, [****]: 

“[****]” 

shall be replaced with the following language: 

“[****]” 

**(c)**In Exhibit A[****]: 

“[****]” 

shall be deleted in its entirety. 

**8.**Amendment to Exhibit A [****]. Exhibit A of the Agreement shall be amended as follows: 

**(a)**In Exhibit A[****]: 

 
 • 
[****] 

 
 • 
[****] 

**(b)**In Exhibit A[****]: 

“[****]” 

shall be replaced with the following language: 

“[****]” 

**(c)**In Exhibit A[****]: 

“[****]” 

shall be replaced with the following language: 

“[****]” 

**(d)**In Exhibit A, [****]: 

 

5 

“[****]” 

shall be replaced with the following language: 

“[****]” 

**(e)**In Exhibit A[****]: 

“[****]” 

shall be replaced with the following language: 

“[****]” 

**(f)**In Exhibit A[****]: 

“[****]” 

shall be replaced with the following language: 

“[****]” 

**9.**Terms and Conditions of Agreement. Except as expressly modified hereby, all terms, conditions and provisions of theAgreement shall continue in full force and effect. 

**10.**Conflicting Terms. In the event of any inconsistency orconflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control. 

**11.**Term and Termination. This Amendment shall become effective upon its execution by each of Luna and Hansen. 

**12.**Entire Agreement. This Amendment and the Agreement constitute the entire and exclusive agreement between the partieswith respect to this subject matter. All previous discussions and agreements with respect to this subject matter are superseded by the Agreement and this Amendment. This Amendment may be executed in one or more counterparts, each of which shall bean original and all of which taken together shall constitute one and the same instrument. 

[*Signature Page to Follow*]

 

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**IN WITNESS WHEREOF**, the Parties havecaused this Amendment to be executed by their duly authorized representatives as of the date first listed above. 

 
**LUNA INNOVATIONS INCORPORATED**    **HANSEN MEDICAL, INC.**By:  
/S/ KENT A. MURPHY
    By:  
/S/ FRED MOLL
Name:  
Kent A. Murphy
    Name:  
Fred Moll
Title:  
CEO
    Title:  
CEO

 
**LUNA TECHNOLOGIES, INC.**By: 
/S/ SCOTT A. GRAEFF
Name: 
Scott A. Graeff
Title: 
President

SIGNATURE PAGE TO AMENDMENT NO. 2 TO DEVELOPMENT AND SUPPLY AGREEMENT