Exhibit 10.7

CONCEPTUS, INC.

FIFTH AMENDED AND RESTATED  2001 EQUITY INCENTIVE PLAN

2001 Equity Incentive Plan
Adopted by the Board: March 21, 2001
Approved by Stockholders: May 16, 2001

Amended and Restated Equity Incentive Plan
Adopted by the Board: March 2002
Approved by Stockholders: May 30, 2002

Second Amended and Restated Equity Incentive Plan
Adopted by the Board: April 2003
Approved by Stockholders: June 10, 2003

Third Amended and Restated Equity Incentive Plan
Adopted by the Board: March 2004
Approved by Stockholders: April 19, 2004

Fourth Amended and Restated Equity Incentive Plan
Adopted by the Board: November 30, 2004

Fifth Amended and Restated Equity Incentive Plan
Adopted by the Board: January 5, 2005

Sixth Amended and Restated Equity Incentive Plan
Adopted by the Board: December 16, 2005

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TABLE OF CONTENTS

|    |  |                                                                  |  | Page
|--- |  | ---------------------------------------------------------------- |  | ----
|1.  |  | PURPOSES OF THE PLAN                                             |  | 1   
|2.  |  | DEFINITIONS                                                      |  | 1   
|3.  |  | STOCK SUBJECT TO THE PLAN                                        |  | 3   
|4.  |  | ADMINISTRATION OF THE PLAN                                       |  | 4   
|5.  |  | ELIGIBILITY                                                      |  | 5   
|6.  |  | LIMITATIONS                                                      |  | 5   
|7.  |  | TERM OF PLAN                                                     |  | 6   
|8.  |  | TERM OF AWARDS                                                   |  | 6   
|9.  |  | OPTION EXERCISE PRICE AND CONSIDERATION                          |  | 6   
|10. |  | EXERCISE OF OPTION                                               |  | 6   
|11. |  | NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS         |  | 9   
|12. |  | GRANTING OF AWARDS TO INDEPENDENT DIRECTORS                      |  | 9   
|13. |  | TERMS OF AWARDS GRANTED TO INDEPENDENT DIRECTORS                 |  | 9   
|14. |  | STOCK PURCHASE RIGHTS                                            |  | 10  
|15. |  | RESTRICTED STOCK UNITS                                           |  | 11  
|16. |  | STOCK APPRECIATION RIGHTS                                        |  | 11  
|17. |  | OTHER AWARDS                                                     |  | 13  
|18. |  | ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE |  | 14  
|19. |  | TIME OF GRANTING AWARDS                                          |  | 15  
|20. |  | AMENDMENT AND TERMINATION OF THE PLAN                            |  | 16  
|21. |  | STOCKHOLDER APPROVAL                                             |  | 16  
|22. |  | INABILITY TO OBTAIN AUTHORITY                                    |  | 17  
|23. |  | RESERVATION OF SHARES                                            |  | 17  
|24. |  | INVESTMENT INTENT                                                |  | 17  
|25. |  | GOVERNING LAW                                                    |  | 17  

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CONCEPTUS, INC.  FIFTH AMENDED AND RESTATED 2001 EQUITY INCENTIVE PLAN

1.     Purposes
of the Plan.    The purposes of the Conceptus, Inc. Fifth Amended and Restated 2001 Equity Incentive Plan are to
attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the
Company's business. Options granted under the Plan may be Incentive Stock Options or Non-Qualified Stock Options, as determined by the Administrator at the time of grant. Other Awards may
also be granted under the Plan.

2.     Definitions.    As
used herein, the following definitions shall apply:



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3.     Stock
Subject to the Plan.    Subject to the provisions of Section 15 of the Plan, the shares of stock subject to Awards
shall be Common Stock, initially shares of the Company's Common Stock, par value $0.003 per share. Subject to the provisions of Section 15 of the Plan, the maximum aggregate number of Shares
which may be issued upon exercise of Options or Stock Purchase Rights or issued in the form of Restricted Stock is 2,500,000 Shares. Shares issued pursuant to an Award may be authorized but unissued,
or reacquired Common Stock. If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were

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subject
thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). Shares which are delivered by the Holder or withheld by the Company upon the exercise
of an Option or Stock Purchase Rights under the Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the
limitations of this Section 3. If Shares of Restricted Stock are repurchased by the Company at their original purchase price, if any, such Shares shall become available for future grant under
the Plan. Notwithstanding the provisions of this Section 3, no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an
Incentive Stock Option under Section 422 of the Code.

4.     Administration
of the Plan.



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5.     Eligibility.    Awards
other than Incentive Stock Options may be granted to Service Providers. Incentive Stock Options may be
granted only to Employees. If otherwise eligible, an Employee or Consultant who has been granted an Award may be granted additional Awards. Each Independent Director shall be eligible to be granted
Restricted Stock and Options at the times and in the manner set forth in Section 12.

6.     Limitations.



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7.     Term
of Plan.    The Plan became effective upon its initial adoption by the Board on March 21, 2001 and shall continue in
effect until it is terminated under Section 21 of the Plan. No Awards may be issued under the Plan after March 21, 2011, the tenth (10th) anniversary of the date upon which the Plan was
initially adopted by the Board.

8.     Term
of Awards.    The term of each Award shall be stated in the Award Agreement;provided,
however, that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Holder who, at the time
the Option is granted, owns (or is treated as owning under Code Section 424) stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement.

9.     Option
Exercise Price and Consideration.



10.   Exercise
of Option; Vesting; Fractional Exercises.    Except as provided in Section 13, Options granted hereunder shall be
vested and exercisable according to the terms hereof at such times and

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under
such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share.



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11.   Non-Transferability
of Options and Stock Purchase Rights.    Options and Stock Purchase Rights may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Holder, only by
the Holder.

12.   Granting
of Awards to Independent Directors.    During the term of the Plan, (i) a person who is initially elected to the
Board as an Independent Director automatically shall be granted on the date of such initial election (A) an Option to purchase twenty thousand (20,000) shares of Common Stock (subject to
adjustment as provided in Section 18) ("Initial Option") and (B) five-thousand (5,000) shares of Restricted Stock (subject to adjustment as
provided in Section 18) ("Initial Restricted Stock Grant"), and (ii) each person who is an Independent Director immediately following an annual meeting of
stockholders (providedthat, on such date, he or she shall have served on the Board for at least six (6) months prior to the date of such annual
meeting) automatically shall be granted on the date of such annual meeting (A) an Option to purchase five thousand (5,000) shares of Common Stock (subject to adjustment as provided in
Section 18) ("Subsequent Option") and (B) one thousand six hundred seventy (1,670) shares of Restricted Stock (subject to adjustment as provided in
Section 18) ("Subsequent Restricted Stock Grant"). Members of the Board who are employees of the Company who subsequently retire from the Company and remain on the
Board will not receive an Initial Option grant or Initial Restricted Stock Grant pursuant to clause (i) of the preceding sentence, but to the extent that they are otherwise eligible, will
receive, after retirement from employment with the Company, Subsequent Options and Subsequent Restricted Stock Grants as described in clause (ii) of the preceding sentence (with the date of
retirement being deemed to be his or her date of initial election to the Board).

13.   Terms
of Awards Granted to Independent Directors.



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14.   Stock
Purchase Rights.



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15.   Restricted
Stock Units.

Any
Holder selected by the Administrator may be granted an award of Restricted Stock Units in the manner determined from time to time by the Administrator.



16.   Stock
Appreciation Rights.

A
Stock Appreciation Right may be granted to any Holder selected by the Administrator. A Stock Appreciation Right may be granted (a) in connection and simultaneously with the
grant of an Option, (b) with respect to a previously granted Option, or (c) independent of an Option. A Stock Appreciation Right shall be subject to such terms and conditions not
inconsistent with the Plan as the Administrator shall impose and shall be evidenced by an Award Agreement.



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17.   Other
Awards.



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18.   Adjustments
upon Changes in Capitalization, Merger or Asset Sale.



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19.   Time
of Granting Awards.    The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes
the determination granting such Award, or such other date as is determined by the Administrator. Notice of the determination shall be given to each Employee or Consultant to whom an Award is so
granted within a reasonable time after the date of such grant.

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20.   Amendment
and Termination of the Plan.



21.   Stockholder
Approval.    The Plan will be submitted for the approval of the Company's stockholders within twelve
(12) months after the date of the Board's adoption of the Plan. Options, Stock Purchase Rights or Restricted Stock may be granted or awarded prior to such stockholder approval, provided that
Options, Stock Purchase Rights and Restricted Stock not previously authorized under the Plan shall not be exercisable, shall not vest and the restrictions thereon shall not lapse prior

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to
the time when the Plan is approved by the stockholders, and provided further that if such approval has not been obtained at the end of said twelve-month period, any Options, Stock Purchase Rights
and Restricted Stock previously granted or awarded but not previously authorized under the Plan shall thereupon be canceled and become null and void.

22.   Inability
to Obtain Authority.    The inability of the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority shall not have been obtained.

23.   Reservation
of Shares.    The Company, during the term of this Plan, shall at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.

24.   Investment
Intent.    The Company may require a Plan Holder, as a condition of exercising or acquiring stock under any Award,
(i) to give written assurances satisfactory to the Company as to the Holder's knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably
satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the
merits and risks of exercising rights under any Award; and (ii) to give written assurances satisfactory to the Company stating that the Holder is acquiring the stock subject to the Award for
the Holder's own account and not with any present intention of selling or otherwise distributing the stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be
inoperative if (A) the issuance of the shares upon the exercise or acquisition of stock under the applicable Award has been registered under a then currently effective registration statement
under the Securities Act or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then
applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to
comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock.

25.   Governing
Law.    The validity and enforceability of this Plan shall be governed by and construed in accordance with the laws of
the State of Delaware without regard to otherwise governing principles of conflicts of law.

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