UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-K

|ý                                                             | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2007                  
|or                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                             to

Commission File Number: 0-27596

CONCEPTUS, INC.(Exact name of Registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)                                                                            |  | 94-3170244(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|331 East Evelyn
Mountain View, CA 94041(Address of principal executive offices)
Registrant's telephone number, including area code:(650) 962-4000

Securities registered pursuant to Section 12(b) of the Act:

|Title of Each Class:                     |  | Name of Each Exchange on Which Registered:
|---------------------------------------- |  | ------------------------------------------
|Common Stock, par value $0.003 per share |  | The NASDAQ Stock Market LLC               

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities
Act. Yes o No ý

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days. Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ý

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non accelerated filer or a smaller reporting company. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act

|Large accelerated filer o |  | Accelerated filer ý |  | Non-accelerated filer o (Do not check if a smaller reporting company) |  | Smaller reporting company o
|------------------------- |  | ------------------- |  | --------------------------------------------------------------------- |  | ---------------------------

Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Act) Yes o No ý

The aggregate market value of the shares of common stock of the Registrant held by non-affiliates as of June 29, 2007 was $294,212,000 based
upon the closing price of the common stock on the Nasdaq Global Market on June 29, 2007. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the
outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other
purposes.

There
were 30,025,020 shares of Registrant's Common Stock issued and outstanding as of February 29, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Registrant's 2008 Annual Meeting of Stockholders are incorporated by reference in Part III of this
Form 10-K.



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CONCEPTUS, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

|          |  |                                                                                                              |  | Page
|--------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|Part I.   |  |                                                                                                             
|Item 1.   |  | Business                                                                                                     |  | 2   
|Item 1A.  |  | Risk Factors                                                                                                 |  | 19  
|Item 1B.  |  | Unresolved Staff Comments                                                                                    |  | 31  
|Item 2.   |  | Properties                                                                                                   |  | 31  
|Item 3.   |  | Legal Proceedings                                                                                            |  | 31  
|Item 4.   |  | Submission of Matters to a Vote of Security Holders                                                          |  | 32  
|Part II.  |  |                                                                                                             
|Item 5.   |  | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 32  
|Item 6.   |  | Selected Consolidated Financial Data                                                                         |  | 33  
|Item 7.   |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                        |  | 34  
|Item 7A.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 51  
|Item 8.   |  | Consolidated Financial Statements and Supplementary Data                                                     |  | 52  
|Item 9.   |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 52  
|Item 9A.  |  | Controls and Procedures                                                                                      |  | 52  
|Item 9B.  |  | Other Information                                                                                            |  | 53  
|Part III. |  |                                                                                                             
|Item 10.  |  | Directors and Executive Officers of the Registrant                                                           |  | 53  
|Item 11.  |  | Executive Compensation                                                                                       |  | 54  
|Item 12.  |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 54  
|Item 13.  |  | Certain Relationships and Related Transactions                                                               |  | 54  
|Item 14.  |  | Principal Accountant Fees and Services                                                                       |  | 54  
|Part IV.  |  |                                                                                                             
|Item 15.  |  | Exhibits and Financial Statement Schedules                                                                   |  | 54  
|          |  | Index to Consolidated Financial Statements                                                                   |  | 58  
|          |  | Signatures                                                                                                   |  | 93  

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The following information should be read in conjunction with the Consolidated Financial Statements and the notes thereto. This annual report on
Form 10-K, and in particular the Management's Discussion and Analysis of Financial Condition and Results of Operations, contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. In this report, the words "believes," "anticipates," "intends," "expects," "plans," "should," "will," "seeks" and words of similar import identify
forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be
materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: our limited
operating and sales history; our dependence on a single product; the uncertainty of market acceptance of our product; dependence on obtaining and maintaining reimbursement; effectiveness and safety of
our product over the long-term; our ability to obtain and maintain the necessary governmental clearances or approvals to market our product; our ability to develop and maintain proprietary
aspects of our technology; our ability to manage our expansion or any acquisition; our dependence on suppliers; intense competition in the medical device industry; the inherent risk of exposure to
product liability claims and product recalls and other factors referenced in this Form 10-K. These factors are discussed in more detail below. Given these uncertainties, persons
evaluating our business are cautioned not to place undue reliance on such forward-looking statements. We assume no obligation to update these forward-looking statements to reflect actual results or
changes in factors or assumptions affecting such forward-looking statements.

Market, Ranking and Other Data

This Form 10-K contains various estimates related to the women's healthcare, contraception and medical device markets. Some of these estimates
have been included in studies published by government agencies and market research firms and some are our estimates and are based on our knowledge and experience in the markets in which we operate.
Additionally, other estimates have been produced by industry analysts based on trends to date, their knowledge of technologies and markets, and customer research, but these are forecasts only and are
thus subject to inherent uncertainty. Our estimates have been based on information provided by customers, suppliers, trade and business organizations and other contacts in the markets in which we
operate. We believe these estimates to be accurate as of the date of this Form 10-K. However, this information may prove to be inaccurate because of the method by which we obtain
some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature
of the data gathering process and other limitations and uncertainties inherent in a survey of market size. As a result, you should be aware that market, ranking and other similar data included in this
Form 10-K, and estimates and beliefs based on that data, may not be reliable.

PART I

ITEM 1.    BUSINESS



We develop, manufacture and market theEssure®permanent birth control system, an innovative and
proprietary medical device for women that was approved for marketing in the United States in November 2002 by the United States Food and Drug Administration (or FDA). The Essuresystem uses a soft and
flexible micro-insert that is delivered into a woman's fallopian tubes to provide permanent birth control by causing a
benign tissue in-growth that blocks the fallopian tubes. A successfully placedEssuremicro-insert and the subsequent tissue growth
prohibits the egg from traveling through the fallopian tubes and therefore prevents fertilization. The Premarket Approval, or PMA, supplement filed in January 2005 and approved in July 2005 by the FDA
supports an extension of the effectiveness rate of theEssuresystem to 99.80% after four years and 99.74% after five years of follow-up,
from the

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previously
approved 99.80% at three years. The five-year effectiveness was demonstrated in a small portion of women undergoing clinical studies. Five year follow up of all patients in
clinical trials is ongoing.

TheEssureprocedure is typically performed as an outpatient procedure and is intended to be a less invasive and a less costly alternative
to tubal ligation, the leading form of birth control in the United States and worldwide. Laparoscopic tubal ligation and tubal ligation by laparotomy typically involve abdominal incisions and/or
punctures, general or regional anesthesia, four to ten days of normal recovery time and the risks associated with an incisional procedure. TheEssureprocedure does not require cutting or penetrating the abdomen, which eliminates post-operative pain often associated with incisions or punctures, and the Essureprocedure can be performed in an
outpatient or clinical setting without general or regional anesthesia. In the Pivotal trial of the Essuresystem, the total procedure time averaged 35 minutes, with an average of 13 minutes of
hysteroscopic time to place the Essuremicro-insert. A patient is typically discharged approximately 45 minutes after theEssureprocedure. No overnight hospital stay is required. Furthermore, theEssuresystem is effective without drugs or hormones. There is a three-month waiting
period after the procedure during which the woman must use another form of birth control while tissue in-growth occurs. At 90 days following the procedure, U.S. patients complete a
follow-up examination called a hysterosalpingogram, or HSG, which can determine whether the device was placed successfully and whether the fallopian tubes are occluded. Outside of the
U.S., patients are required to return for a pelvic X-ray at three months post-procedure with a subsequent HSG if device location on the initial radiographic image appears
suspicious.

We
believe that, in addition to women that have completed childbearing, theEssureprocedure also appeals to women who are in search of
permanent birth control and who are currently using either temporary birth control methods or no birth control method. TheEssureprocedure is also a
good choice for women who desire permanent birth control and are not good candidates for a surgical tubal ligation, including obese women, those with multiple previous surgeries and/or
contraindications to general anesthesia. During the Phase II of the clinical study for theEssureprocedure, over a follow up period of four or
five years, 99% of the women who underwent theEssureprocedure rated their tolerance to the implanted Essuredevice as "good" to "excellent." Additionally,
 at all visits subsequent to one-week post device placement, at least 98% of the women
rated their comfort as "good" to "excellent." At all study visits through four years follow up, at least 97% of women rated their overall satisfaction as "somewhat satisfied" to "very satisfied."
Excluding the day of theEssureplacement procedure, 92% of the patients in the Pivotal trial who were employed returned to work in one day or less. The
safety and recovery profile of theEssureprocedure is one of the reasons that we believe it may be a preferred alternative to currently available
methods of permanent birth control.

We
believe that physicians are receptive to theEssureprocedure because it is a less invasive permanent birth control option to offer
their patients. We also believe physicians find theEssureprocedure relatively easy to perform after completing our training program. We believe
hospitals are able to utilize their facilities more cost effectively with theEssureprocedure compared to tubal ligation. We expect payers will
continue to experience cost reductions resulting from the elimination of overhead and procedural costs related to anesthesia and post-operative hospital stays associated with tubal
ligations. Payers may also benefit from the reduction of unplanned pregnancies associated with non-permanent methods of birth control used by patients who have chosen to avoid the
drawbacks of traditional permanent birth control methods but who may elect to use theEssuredevice. Additionally, payers should also benefit from the
reduction of costs of complications associated with the tubal ligation procedure.

We
maintain two websites located atwww.conceptus.comandwww.essure.com.We make
available free of charge on or through our websites, our annual report on Form 10-K, our quarterly reports on Form 10-Q, current reports on
Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically

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file
or furnish such material to the Securities and Exchange Commission (SEC). Information contained on our websites is not incorporated by reference into and does not form a part of this
Form 10-K.



We have introduced a novel product into the contraception market, which is dominated by procedures that are well established among physicians and patients and are
routinely taught to new physicians. As a result, we believe that recommendations and endorsements by physicians will be essential for market acceptance of our product. We believe that physicians will
not use a product unless they determine, based on clinical data and other factors, that it is an attractive alternative to other means of contraception and that it offers clinical utility in a
cost-effective manner. Physicians are traditionally slow to adopt new products and treatment practices, partly because of perceived liability risks. Our biggest challenge is to speed up
the adoption process to make theEssureprocedure the standard of care for permanent birth control.

Our
strategy in the near term is to focus on moving physicians through three stages of usage: preceptorship, certification and in-office. We believe the office is the best
site of service for theEssureprocedure because it is the most satisfying and comfortable place for the patient, it is where the physician is the most
economically and logistically efficient and it represents the lowest cost site of service to the payer. In addition, we will focus in the near term on targeted advertising campaigns that we expect
will increase the number of women who are interested in theEssureprocedure and that will grow the awareness of the Essuresystem among women and the
medical community.

TheEssuredevice is currently being marketed in multiple countries. In 2001, we were approved to affix the CE Mark to the Essureprocedure, indicating that
theEssuredevice is certified for sale throughout the European Union,
subject to compliance with local regulations such as registration with health ministries and/or particular requirements regarding labeling or distribution. In Canada, we received clearance from Health
Canada to market theEssuresystem in Canada in November 2001. In October 2004, the French Medical Device Reimbursement Authority "Comité
Économique de Produit Santé," or CEPS, granted reimbursement status for theEssureprocedure in France, and in October
2007 the "Haute Autorité de santé" lifted all the restrictions, thereby putting theEssureprocedure on an equal footing
with tubal ligations. Following this decision, theEssureprocedure is covered in France for all women, regardless of medical status. In addition, the
CEPS in France recommended in November 2007
that the reimbursement for theEssuredevice will remain at the then current levels of 700 Euros for the next 5 years.

In
addition, in 1999, theEssureprocedure was listed with Australia's Therapeutic Goods Administration, or the TGA, which allowed us to
market and sell theEssuresystem in Australia. In August 2004, the Australian Department of Health, Medical Services Advisory Committee, or MSAC,
division recommended against public funding for theEssureprocedure, citing insufficient evidence for safety, effectiveness and cost effectiveness. The
overall market for female sterilization in Australia is very small and we believe that our market penetration will remain limited by the MSAC decision until such time as we are able to submit
sufficient long-term data to obtain public funding.



Market acceptance of theEssuredevice depends in part upon the availability of reimbursement within prevailing
healthcare payment systems. We believe that physician advocacy of our product will be required to continue to obtain reimbursement. As of December 31, 2007, we have received positive
reimbursement decisions for theEssureprocedure from most private insurers and from 45 of the 51 Medicaid programs in the United States. We continue to
receive positive responses relating to reimbursement, which we believe will help increase the adoption of theEssuredevice by doctors and patients. We
intend to continue our effort to educate payers of the cost-effectiveness of our product

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and
to establish further programs to help physicians to navigate reimbursement issues. As with all healthcare plans, coverage will vary and is dependent upon the patient's specific benefit plan.

Effective
January 1, 2008, the Centers for Medicare and Medicaid Services, or CMS, the Medicare National unadjusted average payment for hysteroscopic sterilization, the CPT code,
is $420 when performed in a hospital and $2,024 when performed in a physician's office. While the newly approved payment for the hospital is valid for the year 2008, the physician schedule will be
revisited by June 2008. In addition, in the CMS Final Rule for the 2008 Outpatient Prospective Payment System or OPPS, which assigns hospital outpatient reimbursement amounts, the CPT code was
assigned a Medicare National Average of $2,720. In 2008, the Medicare national average payment for hysteroscopic sterilization in the ambulatory surgery center is $1,446, which includes the cost of
the implant. We believe these values are very favorable for theEssureprocedure and will help in establishing increased utilization of the device
amongst doctors.



Birth control use in the United States is prevalent among a majority of women of reproductive age, 15-44 years of age. According to the 2002
National Survey of Family Growth, or NSFG, conducted by the Centers of Disease Control and Prevention and the National Center for Health Statistics, a periodic survey which provides the most current
available statistics on reproductive health in the United States, an estimated 62% of the 61.6 million women of reproductive age in the United States use some form of birth control. The most
common method of contraception in the United States among women using birth control, according to the NSFG, was permanent birth control, including tubal ligation and vasectomy, at 36%, followed by
oral contraceptives at 31%, and the male condom at 18%. Among women aged 35-44 years that use some form of birth control, female sterilization was the leading method.

According
to the NSFG, approximately 13.8 million women in the United States rely on permanent birth control methods, such as tubal ligation and vasectomy. Published reports
estimate that 700,000 tubal ligation procedures are performed each year in the United States, and the prevalence increases with age and number of children. Approximately 89% of women in the United
States who have had tubal ligation have two or more children, according to the NSFG. According to the same source, among the women in the United States who have had tubal ligation, approximately 70%
are between the ages of 35 and 44.

In
addition to permanent birth control procedures, the NSFG estimated that approximately 24.3 million women in the United States use temporary methods of birth control, such as
oral contraceptives, condoms, implants and injectables. Included in this group, according to the same source, are approximately 7.6 million women who have two or more children, which we believe
makes them more likely to consider permanent forms of birth control. Furthermore, researchers in a 1999 article published inFamily Planning
Perspectivestheorized that women may not be completely satisfied with long-term use of temporary methods of birth control. TheFamily
Planning Perspectivesarticle reported that 44% of women using temporary birth control changed methods for a method-related reason within 12 months, increasing to 61% by
24 months. The NSFG reported the percentage of women who ever used a selected method of contraception and then discontinued the use of that method due to dissatisfaction. These results
indicated that 29.2% discontinued the pill, 11.9% discontinued the male condom, 42.3% discontinued Depo-Provera, and 41.6% discontinued Norplant. From these
groups, some women discontinued more than one method of birth control. The most common reason for discontinuation of hormonal methods was side effects. The most common reason for discontinuation of
the male condom was the partner's dissatisfaction with the method. For these reasons, we believe our market includes not only women who desire permanent birth control, but potentially also women who
have completed childbearing but are using either temporary birth control methods or no birth control

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method
at all because no viable non-incisional alternative to tubal ligation previously has been available.

Based
on data from the CDC's 2002 National Survey of Family Growth, the following chart summarizes birth control methods used by women using contraception between the ages of
30-44 in the United States:

Age 30-34

Age 35-39

Age 40-44Fertile women (% of U.S. women in reproductive age, within their age range)

60.8
%
47.1
%
30.4
%Method:Tubal ligation

28
%
41
%
50
%Pill

31
%
19
%
11
%Condom

17
%
16
%
12
%Vasectomy

9
%
14
%
18
%All others

15
%
10
%
9
%


Worldwide,
there is a larger market for permanent birth control. The most current and available report on worldwide birth control statistics is theUnited Nations
World Contraceptive Use2005 report on birth control methods used by reproductive couples. According to the report, 61% of women aged 15-49 years were using
a form of contraception. The report indicated that tubal ligation, the leading birth control method worldwide, was used by 21% of the reproductive couples, followed by intrauterine devices, or IUDs,
at 14%, and oral contraceptives at 8%.

Other Available Permanent Birth Control Methods

Tubal Ligation.Tubal ligation is the most common form of permanent birth control used by women in
the United States according to the CDC's 2002 National Survey of Family Growth. It combines high effectiveness with no required user compliance and a very low risk of long-term side
effects. However, the difficulty in accessing the fallopian tubes makes it necessary to perform incisional surgery to perform the procedure. The two most common methods of tubal ligation are
laparoscopic tubal ligation and tubal ligation performed by mini-laparotomy or laparotomy. These methods of tubal ligation have a one-year effectiveness rate of approximately
99.5% and a five-year effectiveness rate of approximately 98.7%.

Laparoscopic
tubal ligation, the least invasive method of tubal ligation, requires one to two punctures to be made in the abdomen and carbon dioxide gas to inflate the abdomen to improve
visibility and access for the surgeon. The fallopian tubes are then ligated by cutting or cauterizing, or by mechanical occlusion using clips or rings. Because laparoscopic tubal ligation requires
penetration of the abdomen, 97% of laparoscopic tubal ligations are performed under general anesthesia. The typical surgical procedure takes approximately 45 minutes and is followed by four to five
hours of recovery time in a hospital setting. Women typically return to normal activities four to six days after a laparoscopic tubal ligation. Tubal ligation by laparotomy is a more invasive method
of tubal ligation due to a more extensive incision and is associated with a higher rate of complications and longer hospital stays and recovery periods.

In
1992, the CDC reported the result of a large, prospective trial conducted between 1978 and 1988 of women undergoing tubal ligation by either laparoscopy or laparotomy, and reported
that major complications occurred in 1.6% to 5.7% of the cases. The most frequent major complication with laparoscopy was unintended major surgery due to unexpected bleeding, hematoma formation or
stomach/bowel perforation. The major complications reported with laparotomy were fever morbidity and re-hospitalization due to pelvic abscess, pulmonary abscess, pulmonary embolus and
bowel obstructions.

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In
addition to the CDC study, published reports of randomized trials involving the three FDA-approved devices for tubal occlusion, Filshie Clip, Hulka Clip and the Tubal
Ring, cited overall complication rates of 11.2% to 24.0%, depending on the surgical approach. The complications reported in these studies included surgical injuries, primary incision complications and
infections. Incision complications were the most frequent and could be eliminated with a
non-incisional approach. The complication rates in these studies were higher than reported in the CDC published reports because the CDC study focused only on major complications.

In
addition to the complications reported in the public research literature, a report entitledSummary of Safety and Effectivenessfor the
Filshie Clip PMA, also noted the following complications: pelvic pain (35.7%), menstrual pattern changes (12.3%), back/shoulder pain (6.0%), nausea/vomiting (4.0%) and headache (3.0%).

Vasectomy.Vasectomy is a highly effective method of male birth control that is performed in a
doctor's office with local anesthesia and typically takes about 20 minutes. The vas deferens is ligated or resected and the cut ends are typically cauterized or clipped. Patients are observed for
approximately 20 minutes before release and are encouraged to use an ice pack for approximately 4 hours to reduce swelling. Support devices are recommended for two days. Before relying on the
vasectomy for birth control, men are encouraged to be tested 12 weeks after the procedure for the presence of sperm and to use alternate forms of birth control during the 12 week period.
Side effects of vasectomy include bleeding, infection and chronic pain syndrome.

Other Available Temporary Birth Control Methods

Oral contraceptives and drug delivery systems.Birth control pills and other hormone delivery systems
offer temporary birth control to women. Birth control pills contain female hormones and require a daily pill-taking regimen in order to stop the ovaries from releasing eggs. According to
Contraceptive Technology, 18th revised edition, the birth control pill has a "perfect use" failure rate of 0.3% but a "typical use" failure rate of 8.0% in the first year of use. This method
has a relatively high failure rate because of imperfect user compliance, an inherent problem with many methods of temporary birth control. Many physicians will not prescribe birth control pills to
women over the age of 35 who smoke cigarettes because of the potential for serious side effects. Some of the risks associated with the pill are an increased risk of heart attack, stroke and blood
clots.

Other
forms of temporary hormonal birth control include injectable hormones, such as Depo-Provera and Lunelle, implantable hormones, such as Implanon, vaginal rings, such as
NuvaRing, and patches, such as OrthoEvra. All these products are designed to inhibit ovulation and/or inhibit sperm from entering the uterus. All have high effectiveness rates, but some, such as the
ring and the patch, still require a high level of user compliance, and injectables require periodic re-injections. All have undesirable side effects, such as menstrual cycle changes,
weight gain, headache, nausea and breast tenderness. Those containing estrogen, such as Lunelle, NuvaRing and OrthoEvra, may increase the risk of blood clots, heart attack and stroke.

Condoms and diaphragms.Condoms are male contraceptives that may also protect against sexually
transmitted diseases. Diaphragms are soft, flexible, cup-shaped products that are placed inside of a woman's vagina and over the cervix in order to prevent the sperm from entering the
uterus and fertilizing the egg. Although condoms and diaphragms have very limited side effects, these methods have relatively high first-year failure rates primarily due to imperfect user
compliance. According to Contraceptive Technology, 18th revised edition, the first-year "typical use" failure rates are 15% for condoms and 16% for diaphragms.

Intrauterine devices (IUDs).IUDs are small devices that are placed in a woman's uterus to prevent
fertilization of the egg. They contain either copper, as in Paragard, or hormones, as in Mirena, which is

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also
known as an intrauterine system. According to Contraceptive Technology, 18th revised edition, IUDs have a first year failure rate of 0.1% to 0.8%. However, the use of IUDs among United
States women has been low in recent years, representing only approximately 1.3% of contraceptive users. Potential side effects from IUDs include menstrual cycle changes, infection, cramping, expulsion
and uterine perforation.

The Essure Product

We developed theEssuresystem in response to what we perceived as a market need for a permanent, less invasive
and less costly alternative to tubal ligation.

The Essuremicro-insert is designed to be placed into each fallopian tube during a single procedure using a hysteroscope, an instrument
that allows visual examination of the cervix and uterine cavity, and our minimally invasive tubal access delivery system. The delivery system is a disposable plastic handle with a thumb-wheel that is
connected to our proprietary guidewire and catheter system. The micro-insert is constructed of a stainless steel inner coil, a dynamic outer coil made from a nickel titanium alloy, called Nitinol, and
a layer of polyethylene terephthalate, or polyester fibers, wound between the inner coils. All of these materials have been used in the body for a variety of different applications, including
cardiovascular surgery, for many years. Nitinol, a shape-memory metal, has been used in cardiovascular and peripheral vascular stents. Polyester fiber, proven to promote tissue in-growth,
has been used in a variety of other medical applications, including artificial heart valves and vascular grafts. Stainless steel has been used in numerous long-term medical applications.
AnEssuremicro-insert is deployed into each of the woman's fallopian tubes using a hysteroscope. Using the hysteroscope for guidance, the delivery
catheter is guided through the uterus and the opening of the fallopian tube. Once the physician has properly positioned the delivery system in the fallopian tube, the physician releases the
micro-insert. When released, the micro-insert automatically expands to the contours of the fallopian tube. Over a three-month time frame, the polyester fibers within the micro-insert elicit a
localized, benign tissue in-growth that occludes, or blocks, the fallopian tubes, thereby preventing pregnancy.

On
July 17, 2003, we announced our introduction of a new delivery catheter for theEssuresystem, the "coil catheter," in the
United States, Australia and Canada. A clinical study, performed in Australia, demonstrated a higher placement rate with the coil catheter than with the previous delivery catheter. In the clinical
study, 101 of 103 patients achieved bilateral placement. These placements were performed by 5 investigators, most of whom had extensive experience with the Essuresystem. This translates to a
statistical bilateral placement rate, at appropriate confidence levels, of 95%. The Essuresystem is being marketed with this claim in Australia, Canada and the European Union. Any claim in the United
States that would change the 86%
first procedure bilateral placement rate, which was based on the original version of theEssuredelivery catheter as studied in the Pivotal Trial, was
subject to approval by the FDA. In March 2005, we filed a PMA supplement with the FDA in order to obtain approval to early terminate our post-approval study and recognize the findings from
that study on our label. In September 2005, we received such approval from the FDA. Although the treatment of the total number of patients required by the FDA had not been completed, the data obtained
for the study provided us with the ability to request an early termination. In November 2005, we filed a PMA supplement with the FDA in order to obtain approval to modify the EssurePhysician and
Patient labeling to reflect a 94.6% first procedure bilateral placement rate based on results of the post-approval
study. In October 2006, we received such approval from the FDA. In March 2006, we filed a PMA supplement with the FDA in order to obtain approval for a modified delivery system and micro-insert, and
new valved introducer. We received such approval from the FDA in June 2007. A post-approval study is being conducted to investigate the bilateral placement rate at first attempt for the
modified delivery system and micro-insert, and is expected to be similar for the newest model of theEssuresystem.

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The
clinical trial data filed with the FDA as part of the PMA supplement supports an extension of the effectiveness rate of theEssuresystem to 99.80% after four years and 99.74% after five years of follow-up, from the previously approved 99.80% at three years. The five-year effectiveness was demonstrated in
a small portion of women undergoing clinical studies. Five year follow up of all patients in clinical trials is ongoing.

In
addition, theEssureprocedure has proven to have high patient satisfaction in our clinical trials. Clinical data submitted to the FDA
in our Annual Report to PMA shows that Phase II study patients' tolerance to wearing theEssuredevice up to four years was rated as "good" to
"excellent" in 99% of women at all visits through November 2003. Among women from our Pivotal trial who have worn the micro-inserts up to three years, at least 97% reported their comfort with the Essuredevice as "good" to "excellent" at all visits. Satisfaction was rated "somewhat satisfied" to "very satisfied" in at least 98% of visits through
two years. At three-year follow-up (reporting as of November 2003), 92% of women reported their overall satisfaction as "somewhat satisfied" to "very satisfied." Excluding the
day of theEssureplacement procedure, 92% of women in our clinical trials who were employed returned to work in one day or less.

We
did not conduct a clinical trial to compare theEssureprocedure to laparoscopic tubal ligation. We believe, however, based on current
data from our Pivotal trial and published reports on laparoscopic tubal ligation, that theEssureplacement procedure has the following key advantages
over laparoscopic tubal ligation:

Essure Procedure

Tubal LigationProcedure

Transcervical-->Non-
incisional

Incisional-->Abdominal incision or punctureTypical anesthesia

Local, IV sedation

GeneralAverage endoscopic procedure time

13-18 minutes

Not measuredAverage total procedure time

35 minutes

Approximately 30-45 minutesAverage post-op recovery time

45 minutes

4-5 hoursWhere performed

Outpatient/hospital, surgi-center or doctor's office

Inpatient/hospital or surgi-centerAverage return to regular activities*

1-2 days

4-6 days


---



We
believe that theEssuredevice and theEssureprocedure offer the following important
benefits to patients, physicians, hospitals and payers:

Benefits to patients



9

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Benefits to physicians and hospitals



Benefits to payers



Patient Considerations

There are, however, certain key factors that a woman must consider when she selects theEssureprocedure.



10

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As
with all medical procedures, there are risks associated with theEssuredevice and the Essureprocedure. Because there are no abdominal incisions or
punctures and general or regional anesthesia is typically not required, the risks
associated with theEssureprocedure are more typical of hysteroscopic procedures and are of a lesser severity than those of procedures that require
invasion of the abdominal cavity. This is typified by the minor nature of most of the adverse events reported in our clinical trials to date. The most frequent risk with the Essureprocedure is the
inability to rely on the micro-insert for contraception, due primarily to lack of micro-insert placement and less frequently to
misplacement of the micro-insert. Based on data gathered in our clinical trials, adverse events, which prevented reliance on theEssuredevice for
contraception, were reported as follows: failure to place 2 micro-inserts in first procedure (14%), initial tubal patency (3.5%), expulsion (2.2%), perforation of fallopian tube (1.5%), or other
unsatisfactory device location (0.6%). All of the patients in the Pivotal and Phase II clinical studies who experienced tubal patency at the 3-month HSG were found to have bilateral
occlusion at a repeat HSG performed at approximately 6 months after theEssureprocedure. In addition, all of the patients in the Pivotal
clinical study who chose to undergo a secondEssureprocedure following a micro-insert expulsion achieved successful micro-insert placement and were
subsequently able to rely on theEssuresystem for contraception. The majority of women report mild to moderate pain immediately after the Essureprocedure. The most frequent adverse events and side effects reported as a result of the hysteroscopic procedure to place the micro-inserts were
as follows: cramping (29.6%), pain (12.9%), nausea/vomiting (10.8%), dizziness/fainting (8.8%) and spotting/vaginal bleeding (6.8%). Hypervolemia, an increase in blood volume, occurred in
<1% of cases. During the first year of reliance on theEssuresystem for contraception (approximately 15 months after micro-insert
placement), the following episodes were reported as at least possibly related to theEssuremicro-inserts: back pain (9.0%), abdominal pain (3.8%), and
dyspareunia (painful intercourse) (3.6%). All other events occurred in less than 3% of women. In addition, most women reported spotting for an average of three days post-procedure, and
one-third reported pain on the day following the procedure, with little pain reported on subsequent days. Also, occurrences of back/abdominal/other pain, headache, gas/bloating and
transient menstrual changes were reported. Persistent pain was not reported by any women, and persistent menstrual changes were reported in less than 2% of women, with virtually equal percentages of
women reporting heavier than normal menstrual flow and lighter than normal menstrual flow.

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Our Clinical Progress

We commenced a Phase II clinical study of safety and preliminary effectiveness of theEssuredevice in
November 1998 and a Pivotal, or Phase III, trial of theEssuredevice in May 2000. The number of women in whom at least one of two Essuremicro-inserts was placed totaled 682 between the two clinical trials. At three month follow-up, 647 women began relying on the Essuredevice as method of permanent birth control. The clinical endpoints
of the study include safety, effectiveness and patient satisfaction.

In
April 2002, based on data from our trials, we submitted our PMA application to the FDA, which was granted an expedited review. In November 2002, we received formal notification from
the FDA for the approval of theEssuredevice. The following table summarizes placement procedure data from our two clinical trials as of October 2002:

Pivotal Trial

Phase II StudyNumber of women undergoing a placement procedure

518

227% of women with micro-inserts placed in both fallopian tubes after 1st attempt

86
%
86
%% of women with micro-inserts placed in both fallopian tubes after 2nd attempt

90
%
88
%Average hysteroscopic procedure time for placement of micro-inserts

13 minutes

18 minutes"Good" to "Excellent" rating of patient tolerance of procedure

88
%
89
%Adverse event rates preventing reliance on theEssuredevice

3.0
%*
3.0
%


---



Based
on clinical trial data, theEssuredevice has been demonstrated to be 99.80% effective at three years of follow-up. As
of January 2005, we accumulated sufficient patient follow-up data from the Phase II and Pivotal clinical trials for a four and five year effectiveness claim. We filed a PMA
supplement with the FDA in March 2005 for a four and five year effectiveness claim consistent with the three-year claim. In September 2005, we received approval from the FDA to early
terminate our post-approval study and recognize the findings from that study on our label. Although the treatment of the total number of patients required by the FDA had not been
completed, the data obtained for the study provided us with the ability to request an early termination. In November 2005, we filed a PMA supplement with the FDA in order to obtain approval to modify
theEssurePhysician and Patient labeling to reflect a 94.6% first procedure bilateral placement rate based on results of the post-approval
study. In October 2006, we received such approval from the FDA. In March 2006, we filed a PMA supplement with the FDA in order to obtain approval for a modified delivery system and micro-insert, and
new valved introducer.
We received such approval from the FDA in June 2007. A post-approval study is being conducted to investigate the bilateral placement rate at first attempt for the modified delivery system
and micro-insert, and is expected to be similar for the newest model of theEssuresystem

The
clinical trial data filed with the FDA on the PMA supplement supports an extension of the effectiveness rate of theEssuresystem to
99.80% after four years and 99.74% after five years of follow-up, from the previously approved 99.80% at three years. The five-year effectiveness was

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demonstrated
in a small portion of women undergoing clinical studies. Five year follow up of all patients in clinical trials is ongoing.

Our
clinical trials are still ongoing, and the clinical trial statistics presented may change as longer term follow-up data from the women participating in the trials is
gathered, audited and analyzed, or if the FDA requests that calculations be performed in a different manner than presented in our PMA application.

SALES AND MARKETING

On November 6, 2002, we received FDA approval to market theEssuredevice in the United States. The
achievement of this major milestone enabled us to begin an aggressive marketing and sales campaign in the United States. We are distributing theEssuredevice in the United States through our direct sales force.

Our
sales and marketing strategy is to market theEssuredevice primarily to gynecologists while building interest and awareness among
consumers and general practitioners. Through the use of public relations and targeted advertising, we intend to increase awareness of theEssureprocedure among consumers, general practitioners and the broader medical community. In this regard, we conduct regional advertisement in a variety of magazines, such as ParentsandSelfand we continue to attend meetings for the American Association of Gynecologic
Laparoscopists (AAGL) and American College of Obstetricians and Gynecologists (ACOG) organizations and women's health care societies. We also continue to conduct a variety of marketing programs to
develop awareness and promote the product.

We
have opened two new websites for physicians and patients and have established a call center for patients that are seeking additional information about the Essureprocedure and who wish to be referred to
physicians that are trained to perform theEssureprocedure. Physicians that we refer our patients to are those that have chosen to participate in ourEssureOffice Program aimed at providing an optimal
patient experience. In 2008 we began a targeted
direct-to-consumer campaign that incorporates print media, radio and television advertising. We hope through these programs to drive patient awareness of the Essureprocedure and increase physician
office utilization.

We
are also increasing the size of our sales force so as to increase our call frequency on physicians. Among other responsibilities, our sales representatives are attempting to increase
penetration and utilization of theEssureprocedure, as well as to facilitate the movement of theEssureprocedure to the office environment.

TheEssuredevice is currently being marketed in multiple countries. Internationally we are selling the Essuredevice through our distributor network. We
currently have distributors in Australia, Canada and Spain. In January 2008 we acquired all of the
outstanding shares of Conceptus SAS, our distributor in France, and as a result Conceptus SAS will operate as our wholly-owned subsidiary. Refer to Note 14 "Subsequent Events" for a description
of this acquisition. Through our subsidiary we have coverage in Europe and Central and South America.

PHYSICIAN TRAINING

We have identified, educated and trained qualified gynecologists in theEssureprocedure through a combination of
presentations at major medical conferences, hands-on simulation and preceptored procedures with a clinician experienced in theEssureprocedure. In order to complete training, we proposed and the FDA agreed that we have a professional trainer in attendance during a physician trainee's initial cases, usually three to five, to observe
appropriate technique and to sign off the physician for the procedure.

As
of December 31, 2007, we have certified over 3,600 physicians to perform theEssureprocedure. Our large base of trained
physicians provide us with a strong referral base within major metropolitan

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areas
we have targeted, and we believe also creates the leverage to help us gain additional reimbursement coverage. However, we understand that a strong base of trained physicians does not necessarily
correlate to an increase in revenue proportionately.

REIMBURSEMENT

Obtaining physician fee and device reimbursement for theEssureprocedure is an important step toward successful
commercialization of theEssuresystem in the United States and internationally. Regardless of the country and its type of reimbursement system,
physician advocacy of our product, together with studies demonstrating clinical and cost effectiveness, is required to obtain adequate reimbursement.

We
are focused on gaining additional insurance coverage for theEssureprocedure, which despite our previous success, remains a
significant barrier to stronger growth. In July 2005, we obtained approval from UHC, which serves more than 18 million people across the United States. As with all healthcare plans, coverage
varies and is dependent upon the individual's specific benefit plan. In February 2006 we also received approval from Cigna, which serves approximately 10 million people across the United States
and is the final major private payer from whom we required a coverage decision. In 2008, we intend to continue our effort to educate payers of the cost-effectiveness of our product and to
establish further programs to help physicians to navigate reimbursement issues.

United States

Health care providers in the United States typically rely on third-party payers, specifically private health insurers and government programs such as Medicare and
Medicaid, to reimburse all or part of the cost of procedures in which medical devices are used. Access to these funds is based on coding systems that are specific to procedure type and typically
separate physician fees and fees paid to the facility. In most cases, facility fees include payment for the medical device and are generally paid at rates negotiated between the providers
(e.g., hospitals) and third-party payers. We have hired a group of reimbursement specialists who are actively working with physicians, facilities and payers to establish reimbursement for the Essureprocedure. Payer reimbursement affects the pace of physician adoption of theEssureprocedure
because facilities habitually check with payers to determine the patient's applicability of coverage and the payer's policy of reimbursement for the costs of a new procedure. We expect that once a
facility has established a track record of claims paid by third-party payers, the pace of adoption for subsequent physicians will be more rapid than that of the initial physicians.

International

Reimbursement systems vary significantly by country and sometimes by region, and reimbursement approvals must be obtained on a
country-by-country basis. Many international markets have government-managed health care systems that determine reimbursement for new devices and procedures. In most markets,
there are private insurance systems as well as government-managed systems.

In
the last three years we received several positive responses from government and private agencies relating to reimbursement, which we believe will help us to speed up the acceptance of
theEssureprocedure by doctors and patients. In Europe, consultants are assisting us in developing a strategic plan to obtain reimbursement in a number
of European countries. In France, we obtained official reimbursement under certain conditions for theEssuredevice in February 2005 for the term of two
years with the Haute Autorité de Santé, or HAS. This conditional approval required the procedure to be reserved for patients who had a potential laparoscopic risk. In
addition, it required a follow up to demonstrate the safety of theEssuredevice, for which we conducted a multicenter study. As a result of these
studies, HAS lifted in October 2007 all the restrictions, thereby putting theEssureprocedure on

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an
equal footing with tubal ligations. Following this decision, theEssureprocedure is covered in France for all women, regardless of medical status.
In addition, the CEPS in France recommended in November 2007 that the reimbursement for theEssuredevice will remain at the then current levels of
700 Euros for the next 5 years.

MANUFACTURING

Our product, theEssuredevice, is manufactured by Accellent, Inc. (formerly known as Venusa, Ltd.),
or Accellent, located in Mexico and the United States. The manufacturing facility was approved by the FDA in April 2004 and we transitioned the majority of our commercial production to Accellent by
the end of 2004. In November 2005, we signed a new renewable agreement for three years with Accellent for the manufacturing and procurement of inventory. Since November 2005, we have been producing
all of our commercial product in manufacturing volumes to meet sales forecasts and demands. We are continuing to work with Accellent to increase our production volumes to meet the current and future
sales demands. We intend to maintain only pilot manufacturing line at our headquarters in Mountain View, California.

Our
agreement with Accellent provides that they will continue to use our qualified suppliers of materials and components, unless we agree otherwise. We conduct periodic quality audits of
our key suppliers. Most components, including nickel titanium alloy, delivery wires, the inner release catheter tubing and stainless steel wires, are available from more than one source and we intend
to qualify at least two sources for certain components. Currently, the only single source supplier component is the polyester fiber. The polyester fiber causes the necessary tissue
in-growth, is made to our specifications and currently has only one qualified source supplier. However, we have accumulated a quantity of this material that exceeds our anticipated
production needs for the next several years. We are in the process of qualifying a second source supplier for this fiber.

Our
manufacturing facility and Accellent's manufacturing facilities are subject to periodic inspection by regulatory authorities. Our quality management system is subject to FDA
Part 820Quality System Regulations. These regulations require that we conduct our product design, testing, manufacturing and quality control activities in conformance with these
regulations and that we maintain our documentation and records of these activities in a prescribed manner. Our manufacturing facility is licensed by the California Department of Health Services, Food
and Drug Branch and is registered with the FDA. In addition our manufacturing facility has received EN/ISO 13485 Quality Management Systems certification and our quality system is in compliance
with the European Union Medical Device Directive 93/42/EEC, allowing us to affix the CE Mark to our products after assembling appropriate documentation. EN/ISO 13485 Quality Management Systems
standards have been developed to harmonize standards for the design, manufacturing and distribution of medical devices. Quality operations have been developed to comply with worldwide regulatory
requirements that companies know the standards of quality on a worldwide basis.

RESEARCH AND DEVELOPMENT

Our research and development activities are performed by a product development, process engineering, intellectual property and regulatory and clinical research
staff. Research and development expenses for 2007, 2006 and 2005 were approximately $5.9 million, $4.4 million and $4.3 million, respectively. We intend to continue to focus our
research and development efforts on the development of new or alternative product designs and enhancements along with management of the on-going clinical trials.

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INTELLECTUAL PROPERTY

Our policy is to protect our proprietary position aggressively by, among other things, filing United States and foreign patent applications to protect technology,
inventions and improvements that are important to the development of our business. In addition to the patent protection we have obtained in our license from Target Therapeutics, a division of Boston
Scientific Corporation, we have filed device and method patents for the use of our product in new clinical applications and have pursued patents for several of our other inventions and developments.
As of January 30, 2008, we had 20 U.S. patent applications, 26 U.S. issued patents, 29 foreign and/or international patent applications pending and 61 issued foreign patents. Our issued patents
include claims relevant to transcervical fallopian tube occlusion devices and methods, guidewire manipulation, a guidewire design, fallopian tube visualization, electrosurgical instruments and a
delivery mechanism for a tubal occlusion device. The pending applications describe various aspects of our proprietary tubal access platform technology, including claims specific to our Essuretubal
occlusion device.

We
obtained an exclusive license in the field of reproductive physiology to technology developed by Target Therapeutics. In addition, we have granted to Target Therapeutics an exclusive
license to our technology in certain fields of interventional medicine outside of reproductive physiology. Our exclusive license of Target Therapeutics's technology encompasses certain technology
developed by Target Therapeutics as of February 1, 1996. We do not have any preferential rights to technology developed by Target Therapeutics after that date. The license from Target
Therapeutics includes patents which relate to the design of its micro-catheters (the initial patent for which expired in June 2006), certain aspects of guidewire design and other important aspects of
micro-catheter, guidewire and micro-coil technologies. In addition, should any of our Target Therapeutics technology be found to infringe upon a third party's patent rights, it may affect
our ability to develop, market and sell additional products in the future. Finally, Target Therapeutics has the right to terminate our license if we materially breach the terms of the license. If the
Target Therapeutics license were terminated, it might affect our ability to develop, market and sell additional products in the future.

We
believe that we are free to make and sell our product, and that our product and its intended use does not infringe any valid patent rights of any other party. However, a third party,
Ovion, Inc. (a subsidiary of American Medical Systems Holdings, Inc), or Ovion, brought to our attention a patent and certain claims from a pending patent application owned by it. Ovion
indicated it believes that the claims of its patent and application coverEssureand its use. On October 23, 2003, we entered into a settlement
agreement with Ovion pursuant to which we received a sole, worldwide license to Ovion's patent rights relative to theEssuresystem, and Ovion may not
grant any additional such licenses to other parties. The settlement agreement provided for a cash payment of $2.0 million in the fourth
quarter of 2003 as a prepaid royalty, and a license fee of $2.0 million payable in our common stock in equal installments in the first and second quarters of 2004. We are obligated to pay 3.25%
of the accumulative revenue derived from sale of theEssuresystem in excess of $75.0 million as royalty for a period of ten years starting from
the date of settlement. In accordance with the terms of the settlement agreement, our prepaid royalties will be fully amortized when cumulative net sales of Essuresystem reach $136.5 million,
thereby resulting in an effective royalty rate of 1.47%. We are amortizing the prepaid royalties to cost of
goods sold using this effective rate. Prepaid royalties were fully amortized at December 31, 2007 and $0.9 million as of December 31, 2006. Ovion was not granted any rights to our
intellectual property pursuant to the settlement agreement. The settlement agreement was approved by the U.S. District Court for the Northern District of California on November 6, 2003.

Although
we have reached a settlement agreement with Ovion, we still believe that some or all of Ovion's claims should be included within our own patents, and we requested that the PTO
declare an interference. An interference is a proceeding within the PTO to determine which party was the first to invent, and which party is thereby entitled to ownership of, the claims. We believe
that we filed our patent applications for theEssuredevice before Ovion filed the application that issued as its patent,

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and
that we are entitled to any patentable claims now appearing in their patent that cover our product. We do not know whether the PTO will declare an interference, whether we invented our product
prior to Ovion's date of invention, or whether we will prevail in an interference proceeding if it is declared by the PTO. Future royalties might be avoided by a favorable interference ruling before
the patent office, which might occur if interference is declared and if we are found to have priority of invention.

GOVERNMENT REGULATION

The research, development, manufacture, labeling, distribution and marketing of our product are subject to extensive and rigorous regulation by the FDA and, to
varying degrees, by state and foreign regulatory agencies.

United States Regulation

The manufacture and sale of our product are subject to extensive regulation by numerous governmental authorities, principally the FDA as well as state and foreign
agencies. In particular, the FDA regulates the research, clinical testing, manufacturing, safety, labeling, storage, record keeping, advertising, distribution, sale and promotion of medical devices in
the United States. The FDA requires that all medical devices introduced to the market either be preceded by a pre-market notification clearance under Section 510(k) of the Federal
Food, Drug & Cosmetic Act, or an approved PMA. A PMA application is approved when the FDA has determined that we have submitted clinical trial data and manufacturing quality assurance
information to prove it is safe and effective for its
labeled indications, or for devices that are not of the same type or substantially equivalent to a device in commercial distribution prior to 1976. The Essuredevice is regulated by the FDA and received
FDA approval for commercialization in the United States on November 6, 2002. If we or
Accellent, our third party manufacturer, do not comply with applicable regulatory requirements, we may be subject to warning letters, fines, injunctions, civil penalties, recall or seizure of
products, total or partial suspension of production, withdrawal of approvals and criminal prosecution, among other penalties.

The
FDA imposes numerous requirements with which medical device manufacturers must comply in order to maintain regulatory approvals. FDA enforcement policy strictly prohibits the
promotion of approved medical devices for uses other than those for which the device is specifically approved by the FDA. We and Accellent, are required to adhere to applicable FDA and other
regulations, including testing, control and documentation requirements. Ongoing compliance with the Quality Systems Regulations and other applicable regulatory requirements is monitored through
periodic inspections by federal and state agencies, including the FDA and the California Department of Health Services, as well as foreign health authorities. In July 1994, our former San Carlos
facility was inspected by the California Department of Health Services, and we were subsequently granted a California medical device manufacturing license. In February 1997, our San Carlos facility
was inspected by the California Department of Health Services, and we were granted a California drug manufacturing license. In March 1997, we were inspected by the FDA, with no action indicated and we
became ISO 9001 certified in December 2000. In July 2002, we successfully passed another FDA inspection and, partly as a result, received our PMA approval in November 2002. As part of the
conditions of approval, we are required to provide data annually to the FDA in order to gather long-term safety and effectiveness data on the Essuresystem. We are also required to conduct a post
approval study in the United States with certain newly trained physicians to evaluate placement
rates. We are required to provide information to the FDA on death or serious injuries which our medical devices have allegedly caused or with which they have been associated, as well as product
malfunctions that would likely cause or contribute to death or serious injury if the malfunction were to recur. If the FDA believes that a company is not in compliance with the law or regulations, it
can institute proceedings to detain or seize products, issue a recall, enjoin future violations and assess civil and criminal penalties against the company, its officers and its employees. We are also
subject to regulation by the United States Occupational Safety and

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Health
Administration and by other government entities. Regulations regarding the manufacture and sale of our product are subject to change. We cannot predict what impact, if any, such changes might
have on our future ability to manufacture, market and distribute theEssuresystem.

International regulation

Sales of medical devices outside of the United States are subject to international regulatory requirements that vary widely from country to country. The time
required to obtain clearance required by foreign countries may be longer or shorter than that required for FDA clearance, and requirements for licensing may differ significantly from FDA requirements.
TheEssuresystem is listed with Australia's Therapeutic Goods Agency. The European Union has promulgated rules which require manufacturers of medical
products to obtain the right to affix to their products the CE Mark, an
international symbol of adherence to quality assurance standards and compliance with applicable European Union Medical Device Directives. We received permission to affix the CE Mark to the Essuredevice
in February 2001. In Canada, we received clearance from Health Canada to market theEssuresystem in Canada in November 2001. Some countries in which we currently operate or contemplate to operate either do not currently regulate medical devices or have minimal registration requirements.
However, these countries may develop more extensive regulations in the future that could delay or prevent us from marketing theEssuresystem in these
countries.

COMPETITION

We compete against other surgical procedures for permanent birth control, mechanical devices and other contraceptive methods, including existing methods of
reversible birth control for both women and men.

We
are aware of two companies that are attempting to bring transcervical sterilization devices to the market. In December 2007, one company submitted a PMA to the FDA and received a
recommendation for approval with conditions from an FDA panel. The FDA has requested additional data from this company prior to an approval decision. The other company is in the clinical stages of
development, although they halted their clinical study in 2007. Both companies possess superior resources to us, including sales force and access to capital and are significantly larger in net sales
and profits. In addition, new competition and products may arise due to mergers or acquisitions performed by external parties and other companies may develop products that could compete with the Essuresystem. Moreover, the medical device industry is characterized by rapid and significant technological change. The length of time required for
product development and regulatory approval impacts remarkably a company's competitive position. As a result, our success will depend in part on our ability to respond promptly to medical and
technological changes through the development and commercialization of new products. Competitive factors may render theEssuresystem obsolete or
noncompetitive or reduce demand for theEssuresystem.

PRODUCT LIABILITY AND INSURANCE

The manufacture and sale of medical products involve an inherent risk of exposure to product liability claims and product recalls. We currently maintain product
liability insurance with coverage limits of $10.0 million per occurrence and an annual aggregate maximum of $10.0 million, which we believe is comparable to that maintained by other
companies of similar size serving similar markets. However, there can be no assurance that product liability claims in connection with clinical trials or sale of our product will not exceed such
insurance coverage limits, which could have a material adverse effect on us, or that such insurance will continue to be available on commercially reasonable terms or at all. Insurance is expensive and
in the future may not be available on acceptable terms, if at all. A successful product liability claim or series of claims brought against us in excess of our insurance

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coverage
or a recall of our product could have a material adverse effect on our business, financial condition and results of operations.

EMPLOYEES

As of December 31, 2007, we have 214 full-time employees, consisting of 21 in manufacturing and quality assurance and engineering, 18 in
research and development, 142 in sales and marketing and 33 in general and administrative functions. We generally depend on a number of key management, sales and marketing and technical personnel. The
loss of the services of one or more key employees could delay the achievement of our development and marketing objectives. Our success will also depend on our ability to attract and retain additional
highly qualified management, sales and marketing and technical personnel to meet our growth goals. We face intense competition for qualified personnel, many of whom are often subject to competing
employment offers, and we do not know whether we will be able to attract and retain such personnel.

None
of our employees are represented by a labor union or covered by a collective bargaining agreement, and we believe our employee relations are good.

ITEM 1A. RISK FACTORS

In addition to the other information in this Form 10-K, the following factors should be considered carefully in
evaluating Conceptus and our business. This Form 10-K contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended and
section 21E of the Securities Exchange Act of 1934, as amended. Some of the forward-looking statements
can be identified by use of forward-looking words such as "believes," "expects," "anticipates," "may," "will," "should," "seeks," "approximates," "intends," "plans" or "estimates," or the negative of
these words, or other comparable terminology. The discussion of financial trends, strategy, plans or intentions may also include forward-looking statements. Forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from those projected. Although it is not possible to predict or identify all such risks and uncertainties, they may include, but
are not limited to, the following factors. The readers should not consider this list to be a complete statement of all potential risks and uncertainties.



Notwithstanding FDA approval to market theEssuresystem in November 2002, the Essuresystem is a novel product compared to other products in the contraception market, which is dominated by procedures that are well established
among physicians and patients and are routinely taught to new physicians. As a result, we believe that recommendations and endorsements by physicians will be essential for market acceptance of our
product. Physicians and patients may not accept our product and we may not be able to obtain their recommendations or endorsements in sufficient amounts to be profitable. We believe that physicians
will not use a product unless they determine, based on clinical data and other factors, that it is an attractive alternative to other means of contraception and that it offers clinical utility in a
cost-effective manner. Physicians are traditionally slow to adopt new products and treatment practices, partly because of perceived liability risks. We are dependent on the Essuresystem, which is
currently our only commercial product. If theEssuresystem does not achieve
significant market acceptance among physicians, patients and healthcare payers, even if reimbursement levels are sufficient and necessary U.S. and international regulatory approvals are maintained, we
may never achieve significant revenues or profitability.

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Our advertising programs, which are aimed at increasing consumer awareness for our product, are generally expensive and may have limited success, if any. We have
recently increased the number and extent of these advertising programs to make more women aware of theEssureprocedure. Such campaigns require
consumers to make contact with anEssuretrained physician, which at times may involve a referral from their primary care physician, and to then be
provided information regarding birth control options by the physician, be preauthorized for insurance reimbursement and then be scheduled for the procedure. Many of these steps are not within our
control, and the programs may not result in revenue generation commensurate with their costs.



The medical device industry is highly competitive and is characterized by rapid and significant technological change. The length of time required for product
development and regulatory approval plays an important role in a company's competitive position. As we commercialize theEssuresystem, we expect to
compete with:



We
are aware of two companies that are attempting to bring transcervical sterilization devices to the market. In December 2007, one company submitted a PMA to the FDA and received a
recommendation for approval with conditions from an FDA panel. The FDA has requested additional data from this company prior to an approval decision. The other company is in the clinical stages of
development, although they have recently halted their clinical study. Both companies possess superior resources to us, including sales force and access to capital and are significantly larger in net
sales and profits. In addition, new competition and products may arise due to mergers or acquisitions performed by external parties and other companies may develop products that could compete with the
Essure system. Moreover, the medical device industry is characterized by rapid and significant technological change. The length of time required for product development and regulatory approval impacts
remarkably a company's competitive position. As a result, our success will depend in part on our ability to respond promptly to medical and technological changes through the development and
commercialization of new products. Competitive factors may render theEssuresystem obsolete or noncompetitive or reduce demand for the Essuresystem. We
may not have the financial resources, technical expertise, marketing, distribution or support capabilities to compete successfully in
the future.



As of February 29, 2008, approximately $48.8 million of investments consisted entirely of auction rate securities backed by federal and state
student loans securities with maturities that could range from 21 to 40 years. These investments have characteristics similar to short-term investments, because at
pre-determined intervals, generally ranging from 20 to 30 days, there is a new auction process at

20

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which
the interest rates for these securities are reset to current interest rates. At the end of each such period, we historically have either chosen to roll-over these securities or
redeem the securities for cash.

We
have experienced failed auctions in 2008 of certain of our auction rate securities and there is no assurance that auctions on the remaining auction rate securities in our investment
portfolio will succeed in the future. As a result, our ability to liquidate our investments in the near term may be limited, and our ability to fully recover the carrying value of our investments may
be limited or non-existent. An auction failure means that the parties wishing to sell securities could not carry out the transaction. If the issuers of these securities are unable to
successfully close future auctions or their credit ratings deteriorate, we may in the future be required to record an impairment charge on these investments. It could take until the final maturity of
the underlying notes (up to 40 years) to realize our investments' recorded value. Based on our ability to access our cash and cash equivalents, expected operating cash flows, and our other
sources of cash, we do not anticipate that the current lack of liquidity on these investments will affect our ability to continue to operate our business in the ordinary course. However, we can
provide no assurance as to when these investments will again become liquid or as to whether we may ultimately have to recognize an impairment charge with respect to these investments.



As a medical device manufacturer, we are required to register with the FDA and are subject to periodic inspection by the FDA for compliance with the FDA's Quality
System Regulation (QSR) requirements, which require manufacturers of medical devices to adhere to certain good manufacturing practice regulations, including testing, quality control and documentation
procedures. In addition, the federal Medical Device Reporting regulations require us to provide information to the FDA whenever there is evidence that reasonably suggests that a device may have caused
or contributed to a death or
serious injury or, if a malfunction were to occur, could cause or contribute to a death or serious injury. Compliance with applicable regulatory requirements is subject to continual review and is
rigorously monitored through periodic inspections by the FDA. Our contract manufacturer, component suppliers and other subcontractors are also required to meet certain standards applicable to their
manufacturing processes.

In
April 2004, we received FDA approval to begin manufacturing theEssureproduct at Accellent, Inc., or Accellent, formerly named
Venusa, our third-party subcontractor located in Mexico. We transitioned almost all of our internal manufacturing operations to Accellent by the end of 2004 to manufacture the components and assemble
our product. Similarly, we have subcontracted with Sterigenics International to handle the sterilization of our products. We cannot assure you that we, our contract manufacturer, component suppliers
or other subcontractors will be able to maintain compliance with all regulatory requirements. The failure by us or contract manufacturer, component suppliers or other subcontractors to achieve or
maintain compliance with these requirements or quality standards may disrupt our ability to supply products sufficient to meet demand until compliance is achieved or, in the case of our contract
manufacturer, component supplier or subcontractor, until a new manufacturer, supplier or subcontractor has been identified and evaluated. In addition, our failure to comply with applicable regulations
could result in sanctions being imposed on us, including fines, injunctions, civil penalties, failure of regulatory authorities to grant marketing approval of our products, delays, suspension or
withdrawal of approvals, license revocation, seizures or recalls of products, operating restrictions and criminal prosecutions, any of which could harm our business. Furthermore, we cannot assure you
that if we find it necessary to engage new manufacturers, suppliers or subcontractors to satisfy our business requirements, that we will be able to locate new manufacturers, suppliers or contractors
who are in compliance with regulatory requirements. Our failure to do so could have a material adverse effect on our business.

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Our suppliers may encounter problems during manufacturing due to a variety of reasons, including failure to follow specific protocols and procedures, failure to
comply with applicable regulations, equipment malfunctions, labor shortages or environmental factors. In addition, we and our third party manufacturer purchase both raw materials used in our product
and finished goods from various suppliers, and we rely on a single source supplier for certain components of our product. Although we anticipate that we have adequate sources of supply and/or
inventory of these components to handle our production needs for the foreseeable future, if we or our contract manufacturer are unable to secure on a timely basis sufficient quantities of the
materials we depend on to manufacture our products, if we encounter delays or contractual or other difficulties in our relationships with these suppliers, or if we cannot find suppliers at an
acceptable cost, then the manufacture of our products may be disrupted, which could increase our costs and have a material adverse effect on our business.



We have a limited history of operation with theEssuresystem and since our inception in 1992, we have had a
negative cash flow from operations and have incurred operating losses, including operating losses of $14.2 million in fiscal year 2007, $19.8 million in fiscal year 2006 and
$22.7 million in the fiscal year 2005. We may continue to incur net losses as we continue sales and marketing efforts in the United States. Our net loss will continue until sufficient revenues
can be generated to offset these expenses. These losses have caused and may continue to cause our stockholders' equity and net current assets to decrease. We may not be able to generate these
revenues, and we may never achieve profitability. Our failure to achieve and sustain profitability would negatively impact the market price of our common stock and our ability to satisfy our
obligations in the future.



In September 2005, we received FDA approval to terminate our post-approval study with physicians newly trained in performing the Essureprocedure due to the positive placement data obtained to date. The purpose of the post-approval study, required by FDA as a condition
of the November 2002 approval of theEssuresystem, was to determine the rate of successful bilateral placements of the Essuremicro-inserts at first
attempt with a large number of newly trained physicians who were not part of the previous clinical studies. Although
treatment of the total number of patients required by FDA had not been completed, the data obtained provided us with the ability to request an early termination of the study. Because of the FDA
ruling, the PMA Supplement submitted in March 2005 has been reclassified as a Final Report. The results of the post-approval study demonstrated an improvement in placement rates from those
obtained in the pivotal study. In November 2005, we filed a PMA supplement with the FDA in order to obtain approval to modify theEssurePhysician and
Patient labeling to reflect a 94.6% first procedure bilateral placement rate based on results of the post-approval study. In October 2006, we received such approval from the FDA. In March
2006, we filed a PMA supplement with the FDA in order to obtain approval for a modified delivery system and micro-insert, and new valved introducer. We received such approval from the FDA in June
2007. A post-approval study is being conducted to investigate the bilateral placement rate at first attempt for the modified delivery system and micro-insert, and is expected to be similar
for the newest model of theEssuresystem.

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Nevertheless,
the long-term results of using theEssuredevice will not be available for several years. If
long-term studies or clinical experience indicate that theEssuresystem is less effective or less safe than our current data suggest, we
may not achieve or sustain market acceptance and/or we could be subject to significant liability.



We may in the future acquire one or more technologies, products or companies that complement our business, such as our recent acquisition of Conceptus SAS in
January 2008. We may not be able to effectively integrate these into our business and any such acquisition could bring additional risks, exposures and challenges to our company. In addition,
acquisitions may dilute our earnings per share, disrupt our ongoing business, distract our management and employees, increase our expenses, subject us to liabilities and increase our risk of
litigation, all of which could harm our business. If we use cash to acquire technologies, products or companies, it may divert resources otherwise available for other purposes. If we use our common
stock to acquire technologies, products or companies, our stockholders may experience substantial dilution. If we fail to manage any expansion or acquisition, our business could be impaired.



We signed in the past and may pursue in the future contracts and agreements with third parties that would assist our marketing, manufacturing, selling and
distribution efforts. We cannot assure you that any agreements or arrangements entered into will be successful.



Market acceptance of theEssuresystem in the United States and in international markets will depend in part upon
the availability of reimbursement within prevailing healthcare payment systems. Reimbursement systems in international markets vary significantly by country and sometimes by region, and reimbursement
approvals must be obtained on a country-by-country basis. Many international markets have government managed health care systems that determine reimbursement for new devices
and procedures. In most markets, there are private insurance systems as well as government managed systems. Regardless of the type of reimbursement system, we believe that physician advocacy of our
product will be required to obtain reimbursement.

Availability
and extent of continued reimbursement will depend, at least in part, on the clinical and cost effectiveness of our product. We cannot assure you that reimbursement for our
product will continue to be available in the United States or in international markets under either government or private reimbursement systems, or that physicians will support and advocate
reimbursement for use of our product for all indications intended by us. We may be unable to obtain or maintain reimbursement in any country within a particular time frame, for a particular amount or
at all, which would limit our future product revenues and delay or prevent our profitability.



The United States credit markets have recently experienced significant dislocations and liquidity disruptions which have caused the spreads on prospective debt
financings to widen considerably. These circumstances have materially impacted liquidity in the debt markets, making financing terms for borrowers less attractive, and in certain cases have resulted
in the unavailability of certain types of debt financing. Continued uncertainty in the credit markets may negatively impact our ability to access debt financing on favorable terms or at all.

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Numerous government authorities, both in the United States and internationally, regulate the manufacture and sale of medical devices, including the Essuresystem. In the United States, the principal regulatory authorities are the FDA and corresponding state agencies, such as the California
Department of Health Services. The process of obtaining and maintaining required regulatory clearances is lengthy, expensive and uncertain.



Sales of medical devices outside of the United States are subject to international regulatory requirements that vary widely from country to country. The time
required to obtain clearance required by foreign countries may be longer or shorter than that required for FDA clearance, and requirements for licensing may differ significantly from FDA requirements.
Many countries in which we currently market or intend to market theEssuresystem either do not currently regulate medical devices or have minimal
registration requirements; however, these countries may develop more extensive regulations in the future, which could delay or prevent us from marketing the Essuresystem in these countries.

The
FDA and certain foreign regulatory authorities impose numerous requirements with which medical device manufacturers must comply in order to maintain regulatory approvals. FDA
enforcement policy strictly prohibits the promotion of approved medical devices for uses other than those for which the device is specifically approved by the FDA. We are required to adhere to
applicable FDA regulations, such as QSR, and similar regulations in other countries, which include testing, control and documentation requirements. Ongoing compliance with QSR and other applicable
regulatory requirements are monitored through periodic inspections by federal and state agencies, including the FDA and the California Department of Health Services, and by comparable agencies in
other countries.

If
we fail to comply with applicable regulatory requirements, we may be subject to, among other things, warning letters, fines, injunctions, civil penalties, recall or seizure of
products, total or partial suspension of production, refusal of the government to grant pre-market clearance or pre-market approval for devices, withdrawal of approvals and
criminal prosecution, any of which could negatively impact our business.



Our operations may be directly or indirectly affected by various broad state and federal healthcare fraud and abuse laws. Such laws include the federal
Anti-Kickback Statute and related state anti-kickback laws, which prohibit any person from knowingly and willfully offering, paying, soliciting or receiving remuneration,
directly or indirectly, to induce or reward either the referral of an individual, or the furnishing, purchasing, leasing or ordering of, or arranging for or recommending the furnishing, purchasing,
leasing or ordering of an item or service, for which payment may be made under federal healthcare programs, such as Medicaid programs. The federal Stark law and self referral prohibitions under
analogous state laws restrict referrals by physicians and, in some instances, other healthcare providers, practitioners and professionals, to entities with which they have indirect or direct financial
relationships for furnishing of designated health services. These healthcare
fraud and abuse laws are subject to evolving interpretations by various state and federal enforcement and regulatory authorities. Under current interpretations of the federal false claims act and
certain similar state laws, some of these laws may also be subject to enforcement in a qui tam lawsuit brought by a private party "whistleblower," with or without the intervention of the government.

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If our past or present operations are found to be in violation of these laws and not protected under a statutory exception or regulatory safe harbor provision to the applicable fraud and
abuse laws, we, our officers or our employees may be subject to civil or criminal penalties, including large monetary penalties, damages, fines, imprisonment and exclusion from federal healthcare
program participation, including the exclusion of our products from use in treatment of Medicaid or other federal healthcare program patients. If federal or state investigations or enforcement actions
were to occur, our business and financial condition would be harmed.



We rely on patent, copyright, trade secret and trademark laws to limit the ability of others to compete with us using the same or similar technology in the United
States and other countries. However, as described below, these laws afford only limited protection and may not adequately protect our rights to the extent necessary to sustain any competitive
advantage we may have. The laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States, and many companies have encountered significant
problems in protecting their proprietary rights abroad. These problems can be caused by the absence of rules and methods for defending intellectual property rights.

We
will be able to protect our technology from unauthorized use by third parties only to the extent that they are covered by valid and enforceable patents or are effectively maintained
as trade secrets. The patent positions of companies developing medical devices, including our patent position, generally are uncertain and involve complex legal and factual questions concerning the
enforceability of such patents against alleged infringement. Recent judicial decisions have established new case law and a reinterpretation of previous patent case law, and consequently we cannot
assure you that historical legal standards surrounding the questions of infringement and validity will be applied in future cases. In addition, legislation may be pending in United States Congress
that, if enacted in its present form, may limit the ability of medical device manufacturers in the future to obtain patents on surgical and medical procedures that are not performed by, or as a part
of, devices or compositions that are themselves patentable. Our ability to protect our proprietary methods and procedures may be compromised by the enactment of this legislation or any other
limitation or reduction in the patentability of medical and surgical methods and procedures. Changes in either the patent laws or in interpretations of patent laws in the United States and other
countries may therefore diminish the value of our intellectual property.

We
own, or control through licenses, a variety of issued patents and pending patent applications. However, the patents on which we rely may be challenged and invalidated, and our patent
applications may not result in issued patents. Moreover, our patents and patent applications may not be sufficiently broad to prevent others from practicing our technologies or from developing
competing products. We also face the risk that others may independently develop similar or alternative technologies or design around our patented technologies.

We
have taken security measures to protect our proprietary information, especially proprietary information that is not covered by patents or patent applications. These measures, however,
may not provide adequate protection of our trade secrets or other proprietary information. We seek to protect our proprietary information by entering into confidentiality agreements with employees,
collaborators and consultants. Nevertheless, employees, collaborators or consultants could still disclose our proprietary information and we may not be able to protect our trade secrets in a
meaningful way. If we lose any employees, we may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by those former employees despite the
existence of a nondisclosure and confidentiality agreement and other contractual restrictions designed and intended to protect our

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proprietary
technology. In addition, others may independently develop substantially equivalent proprietary information or techniques or otherwise gain access to our trade secrets.

Our
ability to compete effectively will depend substantially on our ability to develop and maintain proprietary aspects of our technology. Our issued patents, any future patents that may
be issued as a result of our United States or foreign patent applications, or the patents under which we have license rights may not offer any degree of protection against competitive products. Any
patents that may be issued or licensed to us or any of our patent applications could be challenged, invalidated or circumvented in the future.



Our success will depend in part on our ability to operate without infringing or misappropriating the proprietary rights of others. We may be exposed to future
litigation by third parties based on claims that our product infringes the intellectual property rights of others. There are numerous issued patents in the medical device industry and, as described in
the next risk factor, the validity and breadth of medical device patents involve complex legal and factual questions for which important legal principles remain unresolved. Our competitors may assert
that our product and the methods we employ may be covered by United States or foreign patents held by them. In addition, because patent applications can take many years to issue, there may be
currently pending patent applications of which we are unaware that may later result in issued patents that our product may infringe. There could also be existing
patents of which we are unaware that our product may inadvertently infringe. If we lose a patent infringement lawsuit, we could be prevented from selling our product unless we can obtain a license to
use technology or ideas covered by that patent or are able to redesign the product to avoid infringement. A license may not be available to us on terms acceptable to us, or at all, and we may not be
able to redesign our product to avoid any infringement. If we are not successful in obtaining a license or redesigning our product, we may be unable to sell our product and our business would suffer.



The medical device industry has been characterized by extensive litigation regarding patents and other intellectual property rights, and companies in the industry
have used intellectual property litigation to gain a competitive advantage. We may become a party to patent infringement claims and litigation or interference proceedings declared by the U.S. Patent
and Trademark Office, or PTO, to determine the priority of inventions. The defense and prosecution of these matters are both costly and time consuming. We may need to commence proceedings against
others to enforce our patents, to protect our trade secrets or know-how or to determine the enforceability, scope and validity of the proprietary rights of others. These proceedings would
result in substantial expense to us and significant diversion of effort by our technical and management personnel.

A
third party, Ovion, Inc., or Ovion, which is now a subsidiary of American Medical Systems, or AMS, brought to our attention a patent and certain claims from a pending patent
application owned by it. Ovion indicated that it believes that the claims of its patent and application cover theEssuresystem and its use. On
October 23, 2003, we entered into a settlement agreement with Ovion pursuant to which we received a sole, worldwide license to Ovion's patent rights relative to the Essuresystem, and Ovion may not
grant any additional such licenses to other parties. The settlement agreement provided for the payment of a royalty to
Ovion that will be equal to 3.25% of the cumulative net sales of theEssuresystem in excess of $75.0 million for a period of no longer than ten
years. In addition, the settlement agreement provided for a cash payment of $2.0 million in the fourth quarter of 2003 as a prepaid royalty, and a license fee of $2.0 million payable in
our common stock in equal installments in

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the
first and second quarters of 2004. Ovion was not granted any rights to our intellectual property pursuant to the settlement agreement. The settlement agreement was approved by the U.S. District
Court for the Northern District of California on November 6, 2003.

Although
we have reached a settlement agreement with Ovion, we still believe that some or all of Ovion's claims should be included within our own patents and we have requested that the
PTO to declare an interference. An interference is a proceeding within the PTO to determine which party was the first to invent, and which party is thereby entitled to ownership of the claims. We
believe that we
filed our patent applications for theEssuresystem before Ovion filed the application that issued as its patent, and that we are entitled to any
patentable claims now appearing in their patent that cover our product. We do not know whether the PTO will declare an interference, whether we invented our product prior to Ovion's date of invention
or whether we will prevail in an interference proceeding if it is declared by the PTO. If the PTO declares an interference in our favor and we are found to have priority of invention, we may avoid
having to pay Ovion future royalties on the sales of our product.

An
adverse determination in new litigation or interference proceedings to which we are or may become a party could subject us to significant liabilities to third parties or require us to
seek licenses from third parties. Although patent and intellectual property disputes in the medical device area have often been settled through licensing or similar arrangements, costs associated with
such arrangements may be substantial and could include ongoing royalties. We may be unable to obtain necessary licenses on satisfactory terms, if at all. Adverse determinations in a judicial or
administrative proceeding or failure to obtain necessary licenses could prevent us from manufacturing and selling theEssuresystem.

One
of the patents included in our license from Target Therapeutics, a division of Boston Scientific Corporation, has been the subject of reexamination proceedings in the PTO and an
infringement lawsuit by Target Therapeutics. We are not a party to this lawsuit. The patent is directed to variable stiffness catheters for use with guidewires, as might be used in our future
products. Although the PTO reaffirmed the patent with amended claims and the lawsuit was settled, the patent could be challenged or invalidated in the future. If this patent is invalidated, our
ability to prevent others from using this proprietary technology would be compromised.



As we commercialize theEssuresystem on a wide scale basis, we may require additional financing and therefore may
in the future seek to raise additional funds through bank facilities, debt or equity offerings or other sources of capital. Any additional equity financing may be dilutive to stockholders, and debt
financing, if available, may involve restrictive covenants and interest expenses that will affect our financial results. Additional funding may not be available when needed or on terms acceptable to
us. If we are unable to obtain additional capital, we may be required to delay, reduce the scope of or eliminate our selling and marketing activities. Our future liquidity and capital requirements
will depend upon many factors, including, among others:



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Our revenues and results of operations have in the past and will likely vary in the future from quarter to quarter due to a number of factors, many of which are
outside of our control and any of which may cause our stock price to fluctuate. The primary factors that may affect us include the following:



You
should not rely on quarter-to-quarter comparisons of our results of operations as an indication of our future performance. It is likely that in some future
quarters, our results of operations may be below the expectations of public market analysts and investors. In this event, the price of our common stock may fall.



The levels of revenue and profitability of medical device companies may be affected by the efforts of government and third party payers to contain or reduce the
costs of health care through various means. In the United States, there have been, and we expect that there will continue to be, a number of federal, state and private proposals to control health care
costs. These proposals may contain measures intended to control public and private spending on health care, as well as to provide universal public access to the health care system. If enacted, these
proposals may result in a substantial restructuring of the health care delivery system. Significant changes in the health care system in the United States are likely to have a substantial impact over
time on the manner in which we conduct our business and could have a material adverse effect on our business, financial condition and results of operations.



The manufacture and sale of medical products involve an inherent risk of exposure to product liability claims and product recalls. We currently maintain product
liability insurance with coverage limits of $10.0 million per occurrence and an annual aggregate maximum of $10.0 million, which we believe is comparable to that maintained by other
companies of similar size serving similar markets.

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However,
we cannot assure you that product liability claims in connection with clinical trials or commercial sales of theEssuresystem will not exceed
such insurance coverage limits or that such insurance will continue to be available on commercially reasonable terms, or at all. Insurance is expensive and in the future may not be available on
acceptable terms, if at all. A successful product liability claim or series of claims brought against us in excess of our insurance coverage, or a recall of our product, could cause our stock price to
fall.



We depend on a number of key management, sales and marketing and technical personnel. The loss of the services of one or more key employees could delay the
achievement of our development and marketing objectives. Our success will also depend on our ability to attract and retain additional highly qualified management, sales and marketing and technical
personnel to meet our growth goals. We face intense competition for qualified personnel, many of whom are often subject to competing employment offers, and we do not know whether we will be able to
attract and retain such personnel.



Medical technology companies like ours have a history of using broad based employee stock option programs to hire, incentivize and retain our workforce in a
competitive marketplace. Effective January 1, 2006, we adopted the provisions of SFAS No. 123(R), "Share-Based Payment." SFAS No. 123(R) established accounting for stock-based
awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at grant date, based on the fair value of the award which is computed using the Black-Scholes option
valuation model, and is recognized as expense over the employee requisite service period. The application of SFAS 123(R) requires the use of an option pricing model to determine the fair value
of share-based payment awards. This determination of fair value is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables
include, but are not limited to, our expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. Option pricing models were developed
for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Because our employee stock options have certain characteristics that are
significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, the existing valuation models may not provide an accurate
measure of the fair value of our employee stock options. Although the fair value of employee stock options is determined in accordance with SFAS 123(R) and Staff Accounting Bulletin 107 using
the Black-Scholes option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. As a result of the application of
SFAS 123(R), our net losses for the fiscal years 2007 and 2006 were higher than they would have been had we not been required to adopt SFAS 123(R). This will continue to be the case for
future periods. We cannot predict the effect that this adverse impact on our reported operating results will have on the trading price of our common stock. In addition, this could impact our ability
to utilize broad based employee stock plans to reward employees and could result in a competitive disadvantage to us in the employee marketplace.

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A change in accounting standards or practices or a change in existing taxation rules or practices can have a significant effect on our reported results and may
even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and taxation rules and varying interpretations of accounting pronouncements and
taxation practice have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct
our business.



In February 2007 we issued an aggregate principal amount of $86,250,000 of our 2.25% convertible senior notes due 2027. The net share settlement feature of the
notes may reduce our liquidity. If the notes are convertible, then upon conversion, holders will receive cash and, if applicable, shares of our common stock based on an initial conversion rate,
subject to adjustment, of 35.8616 shares per $1,000 principal amount of notes (which represents an initial conversion price of $27.89 per share), in certain circumstances. We must settle at least a
portion of our conversion obligation in cash, however we may not have sufficient funds to pay in full the cash obligation upon such conversion.

On
each of February 15, 2012, February 15, 2017 and February 15, 2022, holders of the notes may require us to purchase, for cash, all or a portion of their notes at
100% of their principal amount, plus any accrued and unpaid interest to, but excluding, that date. If a fundamental change occurs (as defined in the indenture governing the notes), holders of the
notes may require us to repurchase, for cash, all or a portion of their notes. In addition, upon conversion of the notes, we must pay the principal return in cash. We may not have sufficient funds to
pay the interest, purchase price, repurchase price or principal return when due. In addition, the terms of any borrowing agreements which we may enter into from time to time may require early
repayment of borrowings under circumstances similar to those constituting a fundamental change. These agreements may also make our repurchase of notes, or the cash payment due upon conversion of the
notes, an event of default under the agreements. If we fail to pay interest on the notes, to repurchase the notes or to pay the cash payment due upon conversion when required, we will be in default
under the indenture for the notes. The indenture for the notes will not restrict our ability to incur in additional indebtedness. Our level of indebtedness could have important consequences on our
future operations, including:



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Protections against unsolicited takeovers in our rights plan, charter and bylaws may reduce or eliminate our stockholders' ability to resell their shares at a
premium over market price. We have a stockholders rights plan which expires on February 27, 2012. Our rights plan may prevent an unsolicited change of control of our company. Our rights plan
may adversely affect the market price of our common stock or the ability of stockholders to participate in a transaction in which they might otherwise receive a premium for their shares. In addition,
the issuance of preferred stock or common stock upon exercise
of rights issued under the plan could dilute the voting, liquidation and other economic rights of our stockholders and make it more difficult for a third party to acquire us.

Our
charter and bylaws contain provisions relating to issuance of preferred stock, special meetings of stockholders and advance notification procedures for stockholder proposals that
could have the effect of discouraging, delaying or preventing an unsolicited change in the control of our company. Our charter provides for our board of directors to be divided into three classes of
directors, serving staggered three-year terms. The classified board provision could have the effect of discouraging a third party from making a tender offer or attempting to obtain control
of us.

In
addition, we are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any
interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, unless certain conditions are met. Section 203 may discourage, delay or
prevent an acquisition of our company even at a price our stockholders may find attractive.

If
a "fundamental change" (as defined in the indenture governing the notes), occurs, holders of the notes will have the right, at their option, to require us to repurchase all or a
portion of their notes. In the event of a "make-whole" fundamental change (as defined in the indenture governing the notes), we also may be required to increase the conversion rate
applicable to the notes surrendered for conversion in connection with that make-whole fundamental change. In addition, the indenture for the notes prohibits us from engaging in certain
mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the notes. These and other provisions, including the provisions of our charter documents and
Delaware law, could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to our security holders.

ITEM 1B.    UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2.    PROPERTIES

We are headquartered in Mountain View, California where we lease a building occupying approximately 58,242 square feet of office, research and development and
manufacturing space. The
lease agreement has an expiration date of June 15, 2009. We believe that our current facilities are adequate for our immediate needs and that we will be able to renew our lease or obtain
additional space as needed.

ITEM 3.    LEGAL PROCEEDINGS

From time to time, we are involved in legal proceedings arising in the ordinary course of business. We believe there is no litigation pending that could have,
individually or in the aggregate, a material adverse effect on our financial position, results of operations or cash flows.

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ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our stockholders during the fourth quarter of the fiscal year ended December 31, 2007.

PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock has been traded on the Nasdaq Global Market under the symbol CPTS since the effective date of our initial public offering on February 1,
1996. The following table presents the high
and low sale prices for our common stock as reported on the Nasdaq Global Market for the period indicated.

High

LowYear Ended December 31, 2007:Fourth Quarter

$
22.22

$
17.87Third Quarter

$
20.38

$
14.68Second Quarter

$
21.95

$
17.12First Quarter

$
23.69

$
17.71Year Ended December 31, 2006:Fourth Quarter

$
23.34

$
16.85Third Quarter

$
18.40

$
11.35Second Quarter

$
15.84

$
12.32First Quarter

$
16.97

$
11.72


As
of February 29, 2008, there were 123 stockholders of record and the last reported sale price of our common stock was $17.06.

We
have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. We intend to retain any future earnings for reinvestment in
our business. Any
future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, results of operations, capital requirements and such
other factors as the board of directors deems relevant.

32

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Performance Graph

The following graph compares the five years cumulative total stockholder return for the Company's common stock, assuming reinvestment of all dividends, for the
period from December 31, 2002 to December 31, 2007 to that of the Nasdaq Stock MarketU.S. Index and the Nasdaq Medical Equipment Index for the period from
December 31, 2002 to December 31, 2007. The graph assumes that $100 was invested on December 31, 2002 in the Company's Common Stock and in each of the comparative indices.

GRAPHIC

ITEM 6.    SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents selected consolidated financial data of Conceptus, Inc. This historical data should be read in conjunction with the attached
consolidated financial statements and the related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing in Item 7 of this
Form 10-K. The selected consolidated statement of operations data for the years ended December 31, 2007, 2006 and 2005 and the consolidated balance sheet data as of
December 31, 2007 and 2006 are derived from our audited consolidated financial statements and the related notes, which are included elsewhere in this Form 10-K. The selected
consolidated statement of operations data for the years ended December 31, 2004 and 2003 and the consolidated balance sheet

33

---



data
as of December 31, 2005, 2004 and 2003 are derived from our audited consolidated financial statements and the related notes, which are not included in this Form 10-K.

|                                                                               |                                     | Years Ended December 31, |        
|------------------------------------------------------------------------------ | ----------------------------------- | ------------------------ | -------
|
|
|Consolidated Statement of Operations Data:                                     |                                     |                          |        
|Net sales                                                                      |                                     | $                        | 64,442 
|Cost of goods sold                                                             |                                     |                          | 16,682 
|                                                                               |                                     |                          |        
|Gross profit                                                                   |                                     |                          | 47,760 
|                                                                               |                                     |                          |        
|Operating expenses:                                                            |                                     |                          |        
|                                                                               | Research and development            |                          |        
|                                                                               | Selling, general and administrative |                          |        
|                                                                               |                                     |                          |        
|                                                                               | Total operating expenses            |                          |        
|                                                                               |                                     |                          |        
|                                                                               | Operating loss                      |                          |        
|Interest and other income, net                                                 |                                     |                          | 2,567  
|                                                                               |                                     |                          |        
|Net loss                                                                       |                                     | $                        | (11,632
|                                                                               |                                     |                          |        
|Basic and diluted net loss per share                                           |                                     | $                        | (0.39  
|                                                                               |                                     |                          |        
|Weighted-average shares used in computing basic and diluted net loss per share |                                     |                          | 29,463 
|                                                                               |                                     |                          |        

---

|
|

|                                                     |  | December 31, |         
|---------------------------------------------------- |  | ------------ | --------
|
|
|Consolidated Balance Sheet Data:                     |  |              |         
|Cash, cash equivalents and short term investments(2) |  | $            | 45,150  
|Working capital                                      |  |              | 50,484  
|Total assets                                         |  |              | 120,675 
|Long-term clinical liabilities                       |  |              |        
|Notes payable                                        |  |              | 86,250  
|Accumulated deficit                                  |  |              | (235,249

---

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated
financial statements and related notes thereto. This discussion contains forward-looking statements that involve risks and uncertainties such as limited operating and sales history; the uncertainty of
market acceptance of our product; dependence on obtaining and maintaining reimbursement; effectiveness and safety of our product over the long-term; our ability to obtain and maintain the
necessary governmental clearances or approvals to market our product; our ability to develop and maintain proprietary aspects of our technology; our ability to manage our expansion or any acquisition;
our dependence on suppliers intense competition in the medical device industry; the inherent risk of exposure to product liability claims and product recalls and other factors referenced in this
Form 10-K. Our actual results could differ materially from those expressed or implied in these forward-looking statements as a result of various factors, including those discussed
in "Risk Factors" and elsewhere in this Form 10-K.

34

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Overview

We develop, manufacture and market theEssure® permanent birth control system, an innovative and
proprietary medical device for women that was approved for marketing in the United States in November 2002 by the United States Food and Drug Administration, or FDA. The Essuresystem uses a soft and
flexible micro-insert that is delivered into a woman's fallopian tubes to provide permanent birth control by causing a
benign tissue in-growth that blocks the fallopian tubes. A successfully placedEssuremicro-insert and the subsequent tissue growth
prohibits the egg from traveling through the fallopian tubes and therefore prevents fertilization.



TheEssureprocedure is typically performed as an outpatient procedure and is intended to be a less invasive and a
less costly alternative to tubal ligation, the leading form of birth control in the United States and worldwide. Laparoscopic tubal ligation and tubal ligation by laparotomy typically involve
abdominal incisions and/or punctures, general or regional anesthesia, four to ten days of normal recovery time and the risks associated with an incisional procedure. The Essureprocedure does not
require cutting or penetrating the abdomen, which lowers the likelihood of post-operative pain due to the
incisions/punctures, and it can be performed in an outpatient setting without general or regional anesthesia. In the Pivotal trial of theEssuresystem,
the total procedure time averaged 35 minutes, with an average of 13 minutes of hysteroscopic time to place theEssuremicro-insert. A patient is
typically discharged approximately 45 minutes after theEssureprocedure. No overnight hospital stay is required. Furthermore, the Essuresystem is
effective without drugs or hormones. There is a three-month waiting period after the procedure during which the woman must use another
form of birth control while tissue in-growth occurs. At 90 days following the procedure, U.S. patients complete a follow-up examination called a hysterosalpingogram, or
HSG, which can determine whether the device was placed successfully and whether the fallopian tubes are occluded. Outside of the U.S., patients are required to return for a pelvic X-ray at
three months post-procedure with a subsequent HSG if device location on the initial radiographic image appears suspicious.

We
believe that theEssuresystem is also an attractive alternative to tubal ligation for physicians, hospitals and payers. The Essuresystem is a less
invasive permanent birth control option for physicians
to offer to their patients; hospitals are able to utilize their facilities more cost effectively with theEssureprocedure compared with tubal ligation;
and payers are able to experience cost reductions resulting from the elimination of overhead and procedural costs related to anesthesia and post-operative hospital stays associated with
tubal ligations. We also believe theEssuresystem is a viable alternative to other temporary methods of birth control being used when there is no
intention of having children in the future. In addition, payers may also benefit from the reduction of unplanned pregnancies associated with non-permanent methods of birth control used by
patients who have chosen to avoid the drawbacks of traditional permanent birth control methods but who may elect to use theEssuresystem.

Published
reports estimate that 700,000 tubal ligation procedures are performed each year in the United States. We intend to tap into this market and establish the Essureprocedure as the gold standard for
permanent birth control.

TheEssuresystem is currently being marketed in multiple countries. In November 2002 we received approval from the FDA to market the Essuresystem in the
United States. In 2001, we were given approval to affix the CE Mark to theEssuresystem, indicating that theEssuresystem is certified for sale throughout the European Union, subject to compliance with local regulations such as
registration with health ministries and/or particular requirements regarding labeling or distribution. In 1999, theEssurePermanent Birth Control
system was listed with Australia's Therapeutic Goods Administration, which allows us to market and sell theEssuresystem in Australia. In Canada, we

35

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received
clearance from Health Canada to market theEssuresystem in Canada in November 2001. In France, the "Haute Autorité de
santé" lifted in October 2007 all the restrictions, thereby putting theEssureprocedure on an equal footing with tubal ligations.
Following this decision, theEssureprocedure is covered in France for all women, regardless of medical status. In addition, the CEPS in France
recommended in November 2007 that the reimbursement for theEssuredevice remain at the then current levels of 700 Euros for the next
5 years.

We
currently have distributors in Australia, Canada and Spain. In January 2008, we acquired all of the outstanding shares of Conceptus SAS, our distributor in France, and as a result
Conceptus SAS will operate as our wholly-owned subsidiary.

As
set forth by the 2004 Agreement and its amendments, the purchase price was determined as: 1.46 times Conceptus SAS' sales revenues for the Company's products for the fiscal year 2007;
plus, the profits made by Conceptus SAS during the period beginning January 1, 2007 and ending December 31, 2007, less any dividends distributed by Conceptus SAS after January 1,
2007, other than the distribution approved by the general meeting of the shareholders of Conceptus SAS pertaining to the profits for fiscal year 2006; less, if applicable, any clawback amount
resulting from the difference between the Unitary Reimbursement Rate (the "Rate") established by the French Official Journal of notice for eachEssuredevice, and €628. Such clawback will be calculated as follows: If the Rate is equal or above €628, no clawback amount will be due by the Sellers party to us. If the
rate is equal or above €620 and lower than €628, the
clawback amount shall be equal to €900,000. If the Rate is equal or above €610 and lower than €620, the clawback amount shall be equal to
€1,100,000. If the Rate is equal or above €600 and lower than €610, the clawback amount shall be equal to €1,300,000. And, if the Rate
is below €600, the clawback amount shall be equal to €1,500,000. All amounts expressed in this item include Value Added Tax, or VAT.

Pursuant
to the Share Purchase Agreement, we paid on the Closing Date $22.3 million in cash placed in an escrow account, from which $19.8 million was released to the
Sellers on the same date. The amount paid by us constitutes the initial Purchase Price payment and was based on an estimate of Conceptus SAS' sales revenues for the year 2007 prepared in good faith by
Conceptus SAS.

Additionally,
on February 27, 2007, we entered into an amendment to the Share Purchase and Call Option Agreement dated January 17, 2004 with Conceptus SAS and into an
amendment to the Distribution Agreement with Conceptus SAS, dated January 17, 2004. Pursuant to the amendment to the Share Purchase and Call Option Agreement, we agreed not to exercise the call
option to acquire Conceptus SAS in 2007 and agreed to exercise our call option to acquire SAS sometime between January 1, 2008 and January 2, 2009 subject to the satisfaction of certain
closing conditions. Pursuant to the amendment to the Distribution Agreement, Conceptus SAS agreed to increase the price they pay to us for theEssureproduct. The difference in price of the revised Distribution Agreement compared to the previous agreement is being recorded as a current liability in our consolidated balance sheet. As of
December 31, 2007, the balance of this current liability was $2.2 million and will be recorded as a reduction of the purchase price of Conceptus SAS.

We
are still evaluating the final purchase price of Conceptus SAS that will be finalized in the first quarter of 2008.



In July 2005, we received approval from the FDA to extend effectiveness data on theEssureproduct labeling. The
Premarket Approval, or PMA, supplement filed in late January 2005 supports an extension of the effectiveness rate of theEssuresystem to 99.80% after
four years and 99.74% after five years of follow-up, from the previously approved 99.80% at three years. The five-year effectiveness was demonstrated in a small portion of the
women undergoing clinical studies. Five year follow up of all patients in clinical trials is ongoing.

36

---



In
September 2005, we received approval from the FDA to terminate our post-approval study with physicians who were newly trained in performing the Essureprocedure due to the positive placement data
obtained. The purpose of the post-approval study, required by the FDA as a condition of
the November 2002 approval of theEssuresystem, was to determine the rate of successful bilateral placements of the Essuremicro-inserts at first attempt
with a large number of newly trained physicians who were not part of the previous clinical studies. Although
treatment of the total number of patients required by FDA had not been completed, the data obtained to date provided us with the opportunity to request that the FDA permit an early termination of the
study. Because of the FDA ruling, the PMA Supplement submitted in March 2005 has been re-classified as a Final Report. The results of the post-approval study demonstrated an
improvement in placement rates from those obtained in the pivotal study. In November 2005, we filed a PMA supplement with the FDA in order to obtain approval to modify the EssurePhysician and Patient
labeling to reflect a 94.6% first procedure bilateral placement rate based on results of the post-approval
study. In October 2006, we received such approval from the FDA. In March 2006, we filed a PMA supplement with the FDA in order to obtain approval for a modified delivery system and micro-insert, and
new valved introducer. We received such approval from the FDA in June 2007. A post-approval study is being conducted to investigate the bilateral placement rate at first attempt for the
modified delivery system and micro-insert, and is expected to be similar for the newest model of theEssuresystem.



We require physicians to be preceptored for between 3 and 5 cases by a certified trainer before being able to perform the procedure independently. As of
December 31, 2007, the increase of physicians that have been trained or that are in the process of training has been commensurate with the increase in sales. The level of sales for the Essuresystem, particularly in this early period of adoption, is highly dependent on the number of physicians trained to perform the procedure. However,
we understand that a strong base of trained physicians does not necessarily correlate to an increase in revenue proportionately. Furthermore, there are no revenues associated with the training
activities. We do not charge a fee for the activity and no commitment arises for the physician from the preceptorship. Physician training is provided upfront and we have no obligation subsequent to
the initial training. Training costs have not been significant from inception to-date.



Market acceptance of theEssuresystem depends in part upon the availability of reimbursement within prevailing
healthcare payment systems. We believe that physician advocacy of our product will be required to continue to obtain reimbursement. As of December 31, 2007, we have received positive
reimbursement decisions for theEssureprocedure from most private insurers and from 45 of the 51 Medicaid programs in the United States. We continue to
receive positive responses relating to reimbursement, which we believe will help increase the adoption of theEssuredevice by doctors and
patients. We intend to continue our effort to educate payers of the cost-effectiveness of our product and to establish further programs to help physicians to navigate reimbursement issues.
As with all healthcare plans, coverage will vary and is dependent upon the individual's specific benefit plan.

Effective
January 1, 2008, the Centers for Medicare and Medicaid Services, or CMS, the Medicare National unadjusted average payment for hysteroscopic sterilization, the CPT code,
is $420 when performed in a hospital and $2,024 when performed in a physician's office. While the newly approved payment for the hospital is valid for the year 2008, the physician schedule will be
revisited by June 2008. In addition, in the CMS Final Rule for the 2008 Outpatient Prospective Payment System or OPPS, which assigns hospital outpatient reimbursement amounts, the CPT code was
assigned a Medicare National Average of $2,720. In 2008, the Medicare national average payment for hysteroscopic sterilization in the ambulatory surgery center is $1,446, which includes the cost of
the

37

---



implant.
We believe these values are very favorable for the Essure procedure and will help in establishing increased utilization of the device amongst doctors.



TheEssuresystem is a novel product in the contraception market, which is dominated by procedures that are well
established among physicians and patients and are routinely taught to new physicians. As a result, we believe that recommendations and endorsements by physicians will be essential for market
acceptance of our product. Physicians are traditionally slow to adopt new products and treatment practices, partly because of perceived liability risks. Our biggest challenge is to speed up the
adoption process to make theEssureprocedure the standard of care for permanent birth control. The following discussion summarizes our program in the
United States to increase adoption of theEssureprocedure.

First,
we are expanding our sales territories and channels of distribution so as to increase our call frequency on physicians. During the year ended December 31, 2007, we added a
substantial number of sales positions and we are expecting to add more in 2008. Also, we have included targeting regional distributors of women's gynecology products to our marketing efforts. Among
other responsibilities, our sales representatives are attempting to increase penetration and utilization of theEssureprocedure, as well as to
facilitate the movement of theEssureprocedure to the in office environment.

Second,
we are attempting to increase patient awareness, so as to increase the number of women that will ask for information about the Essureprocedure. In the fourth quarter of 2007 we commenced activities for
a direct-to-consumer campaign that will incorporate
print media, radio and television advertising. The programs will launch in specific areas of the country
beginning in the first quarter of 2008. We hope through these programs to drive patient awareness and increase utilization of theEssureprocedure.

Third,
we are focused on obtaining favorable coverage decisions from payers representing the private paying and state-paying Medicaid systems. We are also focused on getting the CPT code
and payment schedule implemented at all of the payers that have given a coverage decision. Our tactical reimbursement focus is intended to give the physician and his/her staff the tools to ensure that
claims will ultimately be paid and thereby encourages the physician to continue performing theEssureprocedure despite reimbursement issues. This
tactical reimbursement team is generally targeting specific accounts with the aim of eventually meeting with all of our accounts so as to provide them with the knowledge of how to file and follow up
on claims on a payer by payer basis.

Fourth,
we intend to continue making labeling improvements to our product as well as physical product enhancements to increase the adoption of the Essureprocedure. This may involve working with the various
regulatory agencies around the world that regulate the sale and labeling of medical devices
to provide updates to claims such as effectiveness and placement rates. Where appropriate, we will make physical improvements to the product for improved manufacturability, for the ease of use by the
physician or to improve the clinical performance of our product.

We
have experienced significant operating losses since inception and, as of December 31, 2007, had an accumulated deficit of $235.2 million. We will continue to expend
substantial resources in the selling and marketing of theEssuresystem in the United States and abroad. Due to the unpredictable nature of these
activities, we do not know whether we will achieve or sustain profitability in the future. We will continue to be in a net loss position until sufficient revenues can be generated to offset expenses.

38

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CRITICAL ACCOUNTING ESTIMATES AND POLICIES

We follow accounting principles generally accepted in the United States of America, or GAAP, in preparing our financial statements. As part of this work, we must
make many estimates and judgments about future events. These affect the value of the assets and liabilities, contingent assets and liabilities and revenues and expenses reported in our financial
statements. We believe these estimates and judgments are reasonable and we make them in accordance with policies based on information available at the time. However, actual results could differ from
our estimates and could require us to record adjustments to expenses or revenues material to our financial position and results of operations in future periods. We believe our most critical accounting
policies, estimates and judgments include the following:





Our revenue is primarily comprised of the sale of ourEssuresystem. We recognize revenue in accordance with the
Securities and Exchange Commission, or SEC, Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements," or SAB 104. Under this standard, the following four criteria
must be met in order to recognize revenue:



The
four revenue recognition criteria and other revenue related pronouncements are applied to our sales as described in the following paragraphs.

We
recognize revenues from ourEssuresystem when we ship the device. We recognize revenue upon shipment of the system as we have no
continuing obligations subsequent to shipment. We do not accept returns of theEssuresystem. We obtain written authorizations from our customers for a
specified amount of product at a specified price and the price is not dependent on actualEssureprocedures performed.

In
2007, we had international distributors in France, Spain, Australia and Canada. We recognize revenues upon shipment for sales through distributors as we have no continuing obligations
subsequent to shipment. Our distributors are responsible for all marketing, sales, training and warranty for the sale of theEssuredevice in their
respective territories. Our standard terms and conditions do not provide

39

---



price
protection or stock rotation rights to any of our distributors. In addition, our distributor agreements do not allow the distributor to return or exchange the Essuresystem and the distributor is
obligated to pay us for the sale regardless of their ability to resell the product.

Additionally,
we require physicians to be preceptored between 3 and 5 cases by a certified trainer before being able to perform the procedure independently. There are no revenues
associated with the training activities. We do not charge a fee for the activity and no commitment arises for the physician from the preceptorship. Physician training is provided upfront and we have
no obligation subsequent to the initial training. Training costs have not been significant from inception to-date.

We
assess the credit worthiness of all customers in connection with their purchases. We only recognize revenue when collectibility is reasonably assured.



Effective January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards, or SFAS, No. 123(R), "Share-Based Payment."
SFAS No. 123(R) establishes accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at grant date, based on the fair value of
the award which is computed using the Black-Scholes option valuation model, and is recognized as expense over the employee requisite service period. We previously applied Accounting Principles Board,
or APB, Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations and provided the required pro forma disclosures of SFAS No. 123, "Accounting for
Stock-Based Compensation."

The
fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model with the weighted average assumptions shown in Note 2 of our
Notes to our Consolidated Financial Statements. The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the stock-based award and
the stock-price volatility. The assumptions used in calculating the fair value of share-based compensation represent management's best estimates, but these estimates involve inherent uncertainties and
the application of management's judgment. As a result, if other assumptions had been used, our stock-based compensation expense could have been materially different. In addition, we are required to
estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If our actual
forfeiture rate is materially different from our estimate, the share-based compensation expense could be materially different.

The
expected term of the options granted is derived from historical data on employee exercise and post-vesting employment termination behavior. The risk-free
interest rate for periods equal to the estimated life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility is based on historical volatility of
our stock.

As
stock-based compensation expense recognized in the Consolidated Statement of Operations is based on awards ultimately expected to vest, it is reduced for estimated forfeitures. SFAS
No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are
estimated based on historical experience. In our pro forma information required under SFAS No. 123 for the periods prior to fiscal 2006, we accounted for forfeitures as they occurred.

We
elected to adopt the modified prospective application method as provided by SFAS No. 123(R). Accordingly, during the period ended December 31, 2006, we recorded
stock-based compensation for shares granted prior to, but not yet vested as of the adoption date based on the grant date fair value estimated in accordance with the original provisions of SFAS
No. 123, and therefore, we did not restate previously reported amounts. Stock-based compensation expense for all share-based

40

---



payment
awards granted on or after January 1, 2006 is based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123(R).



Inventories are stated at the lower of cost or market, cost being determined on the first-in, first-out method. Inventory reserves are
recorded when conditions indicate that the selling price may be less than the cost. Reserves for potentially excess and obsolete inventories are provided based on historical experience and current
product demand. Once established, the original cost of the inventory less the related inventory reserve represents the new cost basis. Reversal of these reserves is recognized only when the related
inventory has been scrapped or sold.

During
the year ended December 31, 2007, we wrote-off approximately $0.4 million of potentially excess and obsolete inventories as a result of the transition to
our next generation device. In the future, if actual market conditions are less favorable than those projected by management, additional inventory writedowns may be required and gross margin could be
adversely impacted. As of
December 31, 2007, 2006 and 2005, our reserves were approximately $0.2 million, $0.1 million and $0.2 million, respectively.



We assess the credit worthiness of our customers on an ongoing basis in order to mitigate the risk of loss from customers not paying us. However, we account for
the possibility that certain customers may not pay us by maintaining an allowance for doubtful accounts. We perform ongoing credit evaluations of our customers and adjust credit limits based upon
payment history and the customer's current credit worthiness, as determined by our review of their current credit information. We monitor collections and payments from our customers and maintain our
allowance for doubtful accounts based upon our historical experience and any specific customer collection issues that we have identified. Our exposure to credit losses may change as we increase our
receivables. Changes in customer type and mix, as well as domestic and international economic climate, will also impact potential credit losses. Despite the significant amount of analysis used to
compute the required allowance, if the financial condition of our customers were to deteriorate, resulting in an impairment of our ability to make payments, additional allowances may be required. In
addition, our increase in sales may result in a higher accounts receivable balance, which may require a higher balance in the allowance. As of December 31, 2007, 2006 and 2005, our allowance
for doubtful accounts totaled approximately $431,000, $167,000 and $106,000, respectively.



We maintain investment portfolio holdings of various issuers and maturities. We consider all highly liquid investments purchased with original maturities of three
months or less to be cash equivalents. At December 31, 2007, all investment securities are classified as available-for-sale and consequently are recorded on the balance
sheet at fair value with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) within stockholders' equity. Management assesses whether declines in the
fair value of investment securities are other than temporary. If the decline in fair value is judged to be other than temporary, the cost basis of the individual security is written down to fair value
and the amount of the write down is included in earnings. In determining whether a decline is other than temporary, management considers the following factors:



41

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At
December 31, 2007, we had no declines in fair value that were determined as other than temporary, however, we may in the future have to record an other than temporary
impairment charge with respect to our investments.



We provide for the estimated cost of our product warranties at the time revenue is recognized. We record a liability for the estimated future costs associated
with warranty claims, which is based upon historical experiences and our estimate of the level of future costs. Warranty costs are reflected in the statement of operations as a cost of goods sold.
Warranty expense will increase as and if we increase our net sales. Warranty reserve rates may change if we change manufacturing process or change our third-party manufacturing contractor. Should
actual costs differ from historical experience, increases in warranty expense may be required. Warranty reserves as of December 31, 2007, 2006 and 2005 were approximately $208,000, $209,000 and
$70,000, respectively.



We account for the impairment of long-lived assets in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." We evaluate the carrying value of our long-lived assets, consisting primarily of our property and equipment and the Essurelicense acquired from a patent litigation settlement in
2003 (See Note 11 to Consolidated Financial Statements), whenever certain events
or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Such events or circumstances include a prolonged industry downturn, a significant decline in our
market value or significant reductions in projected future cash flows.

Significant
judgments and assumptions are required in the forecast of future operating results used in the preparation of the estimated future cash flows, including profit margins,
long-term forecasts of the amounts and timing of overall market growth and our percentage of that market, groupings of assets, discount rates and terminal growth rates. In addition,
significant estimates and assumptions are required in the determination of the fair value of our tangible long-lived assets, including replacement cost, economic obsolescence, and the
value that could be realized in orderly liquidation. Changes in these estimates could have a material adverse effect on the assessment of our long-lived assets, thereby requiring us to
write down the assets. Our net long-lived assets as of December 31, 2007, 2006 and 2005 included property and equipment of $5.3 million, $2.9 million and
$2.7 million, respectively, and other identifiable intangible assets of $1.2 million, $1.4 million and $1.6 million, respectively.



We account for our convertible senior notes in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." In this
regard, our convertible debt and net share settlement feature does not fall under the category of a derivative, and consequently, we classify our long term debt as a liability in our consolidated
balance sheet. Our convertible hedge and our outstanding warrants are accounted as set forth by Emerging Issues Task Force 00-19, "Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company's Own Stock," through which we record the convertible hedge transaction and the warrants in additional paid in capital. Subsequent changes in fair value of
the agreement are not recognized.

In
addition, we account for the cost issuance of debt in accordance with Accounting Principles Board 21, "Interest on Receivables and Payables." Consequently, these costs were recognized
as an asset and are amortized by periodic charges to income. We apply the straight-line method, which is not materially different to the effective interest method set forth by
APB 21.

42

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We account for contingencies in accordance with SFAS No. 5, "Accounting for Contingencies," which requires that an estimated loss from a loss contingency
shall be accrued when information available
prior to issuance of the financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and when the amount
of the loss can be reasonably estimated. Accounting for contingencies such as legal and income tax matters requires us to use our judgment. We believe that our accruals for these matters are adequate.
Nevertheless, the actual loss from a loss contingency might differ from our estimates.



We account for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes." Under this method, deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to
affect taxable income. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes. This process involves estimating our actual current tax
exposure together with assessing temporary differences that may result in deferred tax assets. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected
to be realized. We must assess whether it is "more likely than not" that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely,
we must establish a valuation allowance. At December 31, 2007, we evaluated the need for a valuation allowance for our deferred tax assets. Due to our cumulative pre-tax losses and
the current uncertainty of our ability to realize our deferred tax assets a valuation allowance, in an amount equal to our deferred tax assets, was recorded.

RESULTS OF OPERATIONS

2007 results compared to 2006 (in thousands, except percentages)

Years Ended December 31,2007

20062007-2006
%
ChangeAmount

%(a)

Amount

%(a)Net sales

$
64,442

100
%
$
41,900

100
%
54
%Gross profit


47,760

74
%

27,873

67
%
71
%Research and development expenses


5,875

9
%

4,366

10
%
35
%Selling, general and administrative expenses


56,084

87
%

43,318

103
%
29
%Net loss


11,632

18
%

18,487

44
%
-37
%


---





The following table summarizes net sales by geographic region:

Years Ended December 31,2007

2006Net sales (in thousands)

$
64,442

$
41,900United States of America


92
%

91
%Europe


7
%

8
%Other


1
%

1
%


43

---



Net
sales are attributed to region based on the shipping location of our customers.

The
increase in net sales of $22.5 million or 54% is the result of continued commercialization of theEssuresystem worldwide, and
reflects the increasing numbers of physicians entering and completing training in the use of the procedure and higher utilization by trained physicians. Increasing the number of physicians trained is
very important because it provides us with a strong referral base within major metropolitan areas we have targeted. We understand that a strong base of trained physicians does not necessarily
correlate to an increase in revenue proportionately. Furthermore, there are no revenues
associated with the training activities. We do not charge a fee for the activity and no commitment arises for the physician from the preceptorship. Physician training is provided upfront and we have
no obligation subsequent to the initial training. Training costs have not been significant to us from inception to-date.

We
expect to see higher sales of ourEssuresystem in 2008 as we continue to increase the number of sales representatives in order to
provide even greater depth of physician coverage, which in turn we expect will increase physician utilization and the number of physicians performing the Essureprocedure. We will also continue to
increase our programs aimed at raising patient awareness of the Essureprocedure, such as radio, print and television advertising. Additionally, we will see an increase in our international sales with
the acquisition
of our French subsidiary in January 2008.



Cost of goods sold increased by $2.7 million to $16.7 million in 2007 as compared to $14.0 million in 2006. Gross profit increased
$19.9 million to $47.8 million from $27.9 million in 2006. Our gross profit percentage was 74% and 67% for the years ended December 31, 2007 and 2006, respectively. Our
gross profit increased throughout the year ended December 31, 2007 and was 76% in the fourth quarter of 2007, as compared to 69% in the fourth quarter of 2006. The improvement in gross profit
percentage in 2007 was primarily the result of the decrease in costs due to our next-generation device, lower manufacturing costs associated with higher unit volume and a domestic price
increase instituted during the first quarter of 2007. We anticipate gross margins will improve in 2008 due to the acquisition of our subsidiary in France and lower per-unit costs on higher
production volumes. Refer to Note 14, "Subsequent Events" of our consolidated financial statements for a description of the acquisition.



Research and development expenses increased by $1.5 million to $5.9 million in 2007 as compared to $4.4 million in 2006. Research and
development expenses reflect clinical expenditures and product development, which are substantially related to the ongoing development and associated regulatory approvals of our technology. Our goal
is to continue our product enhancements over the coming years, which are intended to result in improved ease of use and clinical performance. We expect to identify and hire additional research and
development personnel in the future to staff our planned research and development activities, and we expect that these costs will increase as we seek to maintain our leading position in the market for
permanent female birth control.



Selling, general and administrative expenses increased by $12.8 million to $56.1 million in 2007 as compared to $43.3 million in 2006. The
primary reason for the increases in selling, general and administrative expenses were a result of higher payroll expenditures of $5.5 million due to the expansion of our U.S. field sales force
in 2007, which is meant to provide us additional resources to focus on physician penetration and utilization. Additionally, we incurred direct-to-consumer campaign expenses of
$1.5 million, which we began to incur direct costs in the fourth quarter of 2007. This test market campaign when launched in 2008 will involve television, radio and print media and is intended
to drive patient awareness of theEssureprocedure and increase physician utilization. In 2007, increases in selling, general and administrative
expenses were also due to higher consulting expenses of $1.4 million, higher travel expenses of $0.9 million, higher legal and professional fees and honorarium fees of
$1.1 million, higher taxes and insurance of $0.5 million and higher stock-based compensation of $0.5 million. We expect selling, general and administrative expenses to increase in
the future as we expect to hire additional sales professionals and to increase patient awareness through our direct-to-consumer campaign in targeted markets.

44

---







Interest and other income and expenses of $2.6 million increased by $1.2 million in 2007 compared to $1.3 million in 2006. The increase is
due to higher interest income in 2007 due to higher cash volumes during the year as a result of investing the proceeds of our convertible senior note offering, completed in February 2007, at a rate in
excess of the coupon rate. Interest income in 2008 will depend on the level of our cash balances throughout the year and the fluctuation in interest rates of our investments. In addition, we expect
interest expense to grow in 2008 as compared to 2007, due to a full year of interest expense on our outstanding senior convertible notes, which will total $1.9 million in 2008.



At December 31, 2007, we evaluated the need for a valuation allowance for our deferred tax assets. Due to our cumulative pre-tax losses and the
current uncertainty of our ability to realize our deferred tax assets, we recorded a valuation allowance of approximately $87.4 million.

2006 results compared to 2005 (in thousands, except percentages)

Years Ended December 31,2006

20052006-2005
%
ChangeAmount

%(a)

Amount

%(a)Net sales

$
41,900

100
%
$
21,169

100
%
98
%Gross profit


27,873

67
%

12,773

60
%
118
%Research and development expenses


4,366

10
%

4,264

20
%
2
%Selling, general and administrative expenses


43,318

103
%

31,255

148
%
39
%Net loss


18,487

44
%

21,801

103
%
-15
%


---





The following table summarizes net sales by geographic region:

Years Ended December 31,2006

2005Net sales (in thousands)

$
41,900

$
21,169United States of America


91
%

88
%Europe


8
%

10
%Other


1
%

2
%


Net
sales are attributed to region based on the shipping location of the external customers.

The
increase in net sales of $20.7 million or 98% is the result of continued commercialization of the Essure system worldwide, and reflects the increasing numbers of physicians
entering and completing training in the use of the procedure and higher utilization by trained physicians. We also instituted a domestic price increase during the first quarter of 2006.

45

---





Cost of goods sold increased by $5.6 million to $14.0 million in 2006 as compared to $8.4 million in 2005. Gross profit increased
$15.1 million to $27.9 million from $12.8 million in 2005. Our gross profit percentage was 67% and 60% for the years ended December 31, 2006 and 2005, respectively. Our
gross profit percentage improved throughout the year ended December 31, 2006 and was 69% in the fourth quarter of 2006, as compared to 62% in the fourth quarter of 2005. The improvement in
gross profit percentage was primarily the result of the impact of higher volumes on relatively fixed manufacturing costs, lower contractual prices from our third-party manufacturer beginning in fiscal
year 2006 and a domestic price increase instituted during the first quarter of 2006.



Research and development expenses increased by $0.1 million to $4.4 million in 2006 as compared to $4.3 million in 2005. The primary reason
for the increase results from $0.5 million increase in stock-based compensation due to the application of SFAS 123(R) and from expenditures related to product development, clinical
affairs and regulatory activities. Research and development expenditures fluctuate in relation to product development, clinical affairs and regulatory activities.

Selling,
general and administrative expenses increased by $12.0 million to $43.3 million in 2006 as compared to $31.3 million in 2005. The primary reason for the
increase results from higher payroll expenditures of $5.1 million due to the expansion of our U.S. field sales force in 2006, which is meant to provide us with more selling time to focus on
physician penetration. Additionally, increases in selling, general and administrative expenses were a result of $1.0 million in headcount increases in departments other than sales,
$4.7 million increase in stock-based compensation due to the application of FAS 123(R), higher travel expenses of $0.5 million, higher recruiting expenses of $0.2 million,
increase in depreciation and amortization of $0.2 million and $1.8 million in marketing programs and campaigns to increase physician education and patient awareness, partially offset by
$1.2 million in lower consulting services, $0.1 million in lower legal and audit fees and $0.2 million in lower rent expense.



Interest and other income and expenses of $1.3 million increased by $0.4 million in 2006 compared to $0.9 million in 2005. The increase is
due to higher interest income in 2006 due to higher interest rates applied to the investments portfolio.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued Statement No. 157, "Fair Value Measurement," or SFAS 157. This
standard defines fair value, establishes the framework for measuring fair value in accounting principles generally accepted in the United States and expands disclosure about fair value measurements.
This pronouncement applies under other accounting standards that require or permit fair value measurements. FASB Staff Position 157-2, "Effective Date of FASB Statement No. 157"
delays the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually), until the beginning of the first quarter of 2009. The measurement and disclosure requirements related to financial assets and financial
liabilities are effective for us beginning in the first quarter of fiscal 2008. The adoption of SFAS 157 for financial assets and financial liabilities is not expected to have a significant
impact on the results of operations or financial conditions. We are currently evaluating the impact that SFAS 157 will have on our results of operations and financial conditions related to
non-financial assets and non-financial liabilities beginning in the first quarter of 2009. Upon adoption, the provisions of SFAS 157 are to be applied prospectively with
limited

46

---



exceptions.
We are currently evaluating the effects of SFAS 157 on our consolidated financial statements and do not expect any significant impact on the results of operations or financial
conditions.

In
February 2007, the FASB issued Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," or
SFAS 159, which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value.
SFAS 159 will be effective for us on January 1, 2008. We are currently evaluating the impact of adopting SFAS 159 on our consolidated financial statements.

On
July 25, 2007, the FASB held a meeting to discuss, among other things, the accounting method for net share settled securities, such as our convertible senior notes. As a result
of the meeting, the FASB voted to adopt a method for accounting for net share settled securities under which the debt and equity components of the security would be bifurcated and accounted for
separately. The effect of this proposal is that the equity component would be included in the
paid-in-capital section of stockholders' equity on our balance sheet and the value of the equity component would be treated as original issue discount for purposes of
accounting for the debt component of the notes. As a result, net loss attributable to our common stockholders would be higher as a result of the recognition of the accretion of the discounted carrying
value of our convertible senior notes to their face amount as additional interest expense. The diluted earnings per share calculation would continue to be calculated based on the treasury stock
method. In addition, the FASB may require that the new method be implemented retrospectively. The FASB has not yet reached its final decision with respect to this proposed change to accounting
treatment so there remains uncertainty as to the full impact of this accounting change. We cannot predict the outcome of the FASB deliberations and whether the FASB is proposing that net share settled
securities be accounted for under the existing method, the proposed method described above or some other method, and when any change would be implemented or whether it would be implemented
retrospectively or prospectively.

In
December 2007, the FASB issued Statement No. 141 (revised 2007) or SFAS 141(R),"Business Combinations"and Statement
No. 160 or SFAS 160,"Noncontrolling Interests in Consolidated Financial Statements,"an amendment of Accounting Research Bulleting
No. 51 or ARB 51. SFAS 141(R) will impact financial statements on the acquisition date and in subsequent periods. Some of the changes, such as the accounting for contingent
consideration, will introduce more volatility into earnings and may impact our acquisition strategy. SFAS 160 will change the accounting and reporting for minority interests, which will be
recharacterized as noncontrolling interests and classified as a component of equity. In addition, SFAS 141(R) will be applied prospectively and SFAS 160 will require retroactive adoption
of the presentation and disclosure requirements for existing minority interests, while the remaining requirements of SFAS 160 shall be applied prospectively. SFAS 141(R) and
SFAS 160 are effective on January 1, 2009. We are currently evaluating the impact of adopting SFAS 141(R) and SFAS 160 on our consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

We have experienced significant operating losses since inception. As of December 31, 2007, we had an accumulated deficit of $235.2 million. We have
financed our operations since inception primarily through equity and debt financings. In February 2004, we completed a private placement of approximately 3.0 million shares of common stock at
$8.50 per share. Our net proceeds were approximately $23.9 million, after deducting offering costs and commissions. In addition, in August 2005, we finalized a private placement of
approximately 3.2 million shares of common stock at a price of $7.20 and $8.10 per share. Our net proceeds, which were approximately $22.9 million after deducting offering costs, were
used to fund operations. In December 2006, we filed a shelf Registration Statement on Form S-3, through which we may sell from time to time any combination of debt securities,
common stock, preferred stock and warrants, in one or more offerings. The aggregate initial offering price of all

47

---



securities
sold will not exceed $150,000,000. After the sale of our senior convertible notes described below, we had $63,750,000 remaining available for sale.

In
February 2007, we issued and sold under the shelf Registration Statement an aggregate principal amount of $86,250,000 of our 2.25% convertible senior notes due 2027. These notes bear
a 2.25% interest per annum on the principal amount, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2007. Interest accrual on
the notes commenced on February 12, 2007. The notes will mature on February 15, 2027, unless earlier redeemed, repurchased or purchased by us or converted.

The
notes will be convertible into cash and, if applicable, shares of our common stock based on an initial conversion rate, subject to adjustment, of 35.8616 shares per $1,000 principal
amount of notes (which represents an initial conversion price of approximately $27.89 per share), in certain circumstances. Upon conversion, a holder would receive cash up to the principal amount of
the note and our common stock in respect of such note's conversion value in excess of such principal amount.

The
notes are convertible only in the following circumstances: (1) during any calendar quarter after the quarter ended March 31, 2007 if the closing sale price of our
common stock for each of 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 120% of the conversion
price; (2) during the five consecutive business days immediately after any five consecutive trading day period in which if the average trading price per $1,000 principal amount of the Notes is
less than or equal to 97% of the average conversion value of the notes during such five-day period; (3) upon the occurrence of specified corporate transactions; (4) if we
call the notes for redemption and (5) at anytime on or after December 15, 2011 to and including February 15, 2012 and anytime on or after February 15, 2025. Upon a change
in control or termination of trading, holders of the notes may require us to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount, plus any
accrued and unpaid interest.

In
addition, in connection with the issuance of the notes, we entered into separate convertible note hedge transactions and separate warrant transactions to reduce the potential dilution
upon conversion of the notes ("Call Spread Transactions"). As a result of the Call Spread Transactions, we do not anticipate experiencing an increase in the total shares outstanding from the
conversion of the notes unless the price of our common stock appreciates above $36.47 per share, effectively increasing the conversion premium to us to $36.47. We purchased call options to cover
approximately 3.1 million shares of our common stock, which is the number of shares underlying the notes. In addition, we sold warrants permitting the purchasers to acquire up to approximately
3.1 million shares of our common stock.

As
of December 31, 2007, we had $65.5 million invested in auction rate securities backed by federal and state student loan securities. These securities are rated AAA by a
major credit rating agency. Our auction rate securities are 28 day taxable investments backed by federal and state student loans which carry AAA ratings. The current overall credit concerns in
capital markets may impact our ability to liquidate these securities. These auction rate securities provide liquidity via an auction process that resets the applicable interest rate at predetermined
calendar intervals, usually every 20-30 days. If the auctions for the securities we own fail, the investments may not be readily convertible to cash until a future auction of these
investments is successful. During the first quarter of 2008, auctions for $48.8 million of our investments in auction rate securities failed. Based on
our ability to access our cash and other short-term investments, our expected operating cash flows, and our other sources of cash, we do not anticipate the current lack of liquidity on
these investments will affect our ability to operate our business. We have classified auction rate securities of $48.8 million as long term investments in our consolidated balance sheet as of
December 31, 2007.

48

---



The
Company continues to earn interest on the investments that failed to settle at auction, at the maximum contractual rate. As of December 31, 2007, the carrying value of these
investments was equal to the fair value. The Company will continue to monitor the value of its auction rate securities each reporting period for a possible impairment if a decline in fair value
occurs.

In
the future, depending upon a variety of factors, we may need to raise additional funds through bank facilities, debt or equity offerings or other sources of capital. Additional
financing may not be available when needed or on terms acceptable to us.

As
of December 31, 2007, we had cash, cash equivalents and short-term investments of $45.2 million, compared to $25.8 million at December 31,
2006.

Operating Activities

Net cash used in operating activities was $7.6 million in 2007, $8.7 million in 2006 and $21.4 million in 2005. Net cash used in operating
activities in 2007 was primarily related to:



We
expect cash usage in operating activities in the future to decrease.

Investing Activities

Net cash used in investing activities in 2007 was $46.2 million, from sales and maturity of short-term investments of $45.7 million,
offset by purchases of investments constituting auction rate securities and commercial paper of $88.6 million and capital expenditures of $3.3 million. Our capital expenditures in 2007,
2006 and 2005 were $3.3 million, $1.4 million and $2.3 million, respectively. In 2007 our capital expenditures were primarily related to our capital investments to support in
office hysteroscopy and increase physician utilization.

Financing Activities

Net cash provided by financing activities was $79.0 million in 2007 compared to $3.4 million in 2006. The net cash provided by financing activities
in 2007 primarily consisted of the net proceeds of $83.2 million from our issuance of senior convertible notes in February 2007, the proceeds of $10.7 million for the issuance of
warrants in connection with our senior convertible notes and the

49

---



proceeds
of $4.5 million for the issuance of common stock for our stock option programs and the employee stock purchase plan, offset by $19.4 million for the cost of our purchase of call
options on our convertible senior notes. In 2006, the net cash provided by financing activities consisted of approximately $3.4 million of proceeds from the exercise of stock options and
employee stock purchase plan shares.

Cash Requirements, Contractual Obligations and Commitments

We have operating lease obligations on our current building facility and automobiles used primarily by our sales personnel. In addition, we have obligations
related to our Phase II clinical study and Pivotal trial.

The
following table discloses aggregate information about our contractual obligations and the periods in which payments are due as of December 31, 2007 (in thousands):

Payments due by periodTotal

Less than
1 year

1-3 years

4-5 years

After 5 yearsConvertible senior notes

$
86,250

$


$


$


$
86,250Operating lease obligations


1,335


908


414


13


Clinical trial obligations


2,634


1,591


1,043





Interest on our convertible senior notes


37,842


1,941


5,822


3,881


26,198Total

$
128,061

$
4,440

$
7,279

$
3,894

$
112,448


On
October 23, 2003, we entered into a settlement agreement with Ovion pursuant to which we received a sole, worldwide license to Ovion's patent rights relative to the Essuresystem for ten years, and
Ovion is prohibited from granting any additional such licenses to other parties. In exchange for such license, we were
required to pay a license fee of $2.0 million payable in our common stock in equal installments in the first and second quarters of 2004. In January 2004, we paid $1.0 million in common
stock to Ovion, and we made another payment of $1.0 million in common stock to Ovion in April 2004. In addition, the settlement agreement provided for a cash payment of $2.0 million in
the fourth quarter of 2003 as a prepaid royalty, which has been fully amortized as of December 31, 2007. Prepaid royalties were approximately $0.9 million as of December 31, 2006.

We
are obligated to pay 3.25% of the cumulative revenue derived from sales of theEssuresystem in excess of $75.0 million as
royalty for a period of ten years starting from the date of settlement. In accordance with the terms of the settlement agreement, our prepaid royalties are fully amortized as of December 31,
2007.

In
February 2007, we issued an aggregate principal amount of $86,250,000 of our 2.25% convertible senior notes due 2027. Refer to Note 8, "Convertible Senior Notes" of our notes
to our consolidated financial statements for a description of these instruments. We must settle at least a portion of our
conversion obligation in cash, however we may not have sufficient funds to pay in full the cash obligation upon such conversion.

The
successful achievement of our business objectives may require additional financing and therefore, we may in the future seek to raise additional funds through bank facilities, debt or
equity offerings or other sources of capital. Any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants. Additional funding
may not be available when needed or on terms acceptable to us. If we are unable to obtain additional capital, we

50

---



may
be required to delay, reduce the scope of or eliminate our sales and marketing activities. Our future liquidity and capital requirements will depend upon many factors, including, among others:



Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial
condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources as of December 31, 2007.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discusses our exposure to market risk related to changes in interest rates and foreign currency exchange rates. These exposures may change over time
as business practices evolve and could have a material adverse impact on our financial results.

Interest Rate Risk:We have been exposed to interest rate risk through interest earned on holdings of
available-for-sale marketable securities. As of December 31, 2007 we held $65.5 million in auction rate securities which are variable rate debt instruments, which
bear interest rates that reset approximately every 28 days. $48.8 million of these auction rate securities were classified as long term investments in our consolidated balance sheet at
December 31, 2007 with an expected maturity of greater than one year. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates
or we may suffer losses in principal if forced to sell securities that have declined in market value due to changes in interest rates. Interest rates that may affect these items in the future will
depend on market conditions and may differ from the rates we have experienced in the past.. In addition, in February 2007 we issued an aggregate principal amount of $86,250,000 of our 2.25%
convertible senior notes due 2027. Refer to Note 8 "Convertible Senior Notes" for a description of these instruments. We do not hold or issue derivatives, commodity instruments or other
financial instruments for trading purposes.

Foreign Currency Exchange Risk:Historically, all of our expenses and our revenues were typically denominated in United
States dollars. As a result, we had low exposure for currency exchange risks and foreign exchange losses have been minimal to date. On January 7, 2008, we entered into and closed a Share
Purchase Agreement (the "Share Purchase Agreement") with Conceptus SAS, which was entered into in connection with the exercise of our call option under the existing Share Purchase and Call Option
Agreement dated January 17, 2004 and amended on February 27, 2007 and on November 19, 2007. Pursuant to the Share Purchase Agreement, we acquired all of the outstanding shares of
Conceptus SAS on January 7, 2008. As a result of this transaction, Conceptus SAS became a wholly owned subsidiary and its results of operations will be consolidated with our results of
operations for financial reporting purposes. The functional currency of Conceptus SAS is the Euro therefore exposing us to changes in foreign exchange rates. We will seek to manage our foreign
exchange risk through operational means, including managing same currency revenues in relation to same currency costs, and same currency assets in relation to same currency liabilities. Conceptus SAS
has entered into a forward

51

---



exchange
contract to hedge dollar denominated estimated inventory purchases in 2008. We will be required to record the changes of the fair value of the hedge contract in our 2008 consolidated
statement of operations. In 2007 we did not enter into forward exchange contracts to hedge exposure denominated in foreign currencies or any other derivative financial instruments for trading or
speculative purposes.

ITEM 8.    CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements are set forth in this Annual Report on Form 10-K beginning on page 48.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and in reaching a
reasonable level of assurance, management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As
of December 31, 2007, the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including
our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Management
is responsible for establishing and maintaining adequate internal control over our financial reporting.

Internal
control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles, and includes those policies and procedures that:

(1)   Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2)   Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

52

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(3)   Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material
effect on the financial statements.

Under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of
our internal control over financial reporting as of December 31, 2007 based on the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or COSO. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2007.

Our
internal control over financial reporting as of December 31, 2007 has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm who
also audited our consolidated financial statements, as stated in their report which is included elsewhere herein.

There
has been no change in the company's internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.

Inherent Limitations of Internal Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.
Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control
over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

ITEM 9B.    OTHER INFORMATION

Not applicable.

PART III

Certain information required by Part III is incorporated by reference from our definitive proxy statement (or Proxy Statement), for our annual meeting of
stockholders to be held on June 4, 2008, which will be filed within 120 days after the end of our fiscal year pursuant to Regulation 14A, and the information included therein is
incorporated by reference to the extent detailed below.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by this item, insofar as it relates to directors and officers, will be contained in our Proxy Statement in connection with our 2008 Annual
Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year pursuant to Regulation 14A, under the captions "Election of Directors"
and "Management." Information required by this item as to compliance with Section 16(a) of the Securities Exchange Act of 1934 will be contained in the our Proxy Statement under the caption
"Section 16(a) Beneficial Owner Reporting Compliance," and is hereby incorporated by reference into this report.

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We
have a written code of ethics that applies to all of our employees and to our Board of Directors. A copy of the code is available on our website at www.conceptus.com.

ITEM 11.    EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference from the information under the caption "Executive Compensation" in our Proxy Statement.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference from the information under the captions "Security Ownership of Certain Beneficial Owners and
Management" and "Securities Authorized for Issuance Under Equity Compensation Plans" in our Proxy Statement.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated by reference from the information under the caption "Certain Relationships and Related Transactions" in our
Proxy Statement.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference from the information under the caption "Principal Accountant Fees and Services" in our Proxy
Statement.

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





54

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|Exhibit
Number |   | Description                                                                                                                                                                                                                                                                           
|-------------- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |   | Amended and Restated Certificate of Incorporation of Registrant. Incorporated by reference to the Registrant's Registration Statement on Form SB-2, as amended (File No. 33-99890-LA), which became effective on
February 1, 1996.                                                    
|3.2            |   | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Registrant. Incorporated by reference to the Registrant's Registration Statement on Form S-3 (File No. 333-89266) filed on
June 4, 2002.                                                             
|3.3            |   | Amended and Restated Bylaws of Registrant. Incorporated by reference to Exhibit 3.2 to the Registrant's Form 8-K filed on December 17, 2007.                                                                                                                                          
|4.1            |   | Indenture between Conceptus, Inc. and Wells Fargo, National Association, dated February 12, 2007. Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K filed on February 12,
2007.                                                                                   
|4.2            |   | Supplemental Indenture No. 1, including the Form of 2.25% Convertible Senior Notes due 2027, between Conceptus, Inc. and Wells Fargo, National Association, dated February 12, 2007. Incorporated by reference
to Exhibit 4.2 to the Registrant's Form 8-K filed on February 12, 2007.
|10.1           |   | Form of Indemnification Agreement for directors and officers. Incorporated by reference to the Registrant's Registration Statement on Form SB-2, as amended (File No. 33-99890-LA), which became effective on
February 1, 1996.                                                       
|10.2           | * | Amended and Restated 1993 Stock Plan. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.                                                                                                                               
|10.3           | * | 1995 Employee Stock Purchase Plan. Incorporated by reference to the Registrant's Registration Statement on Form SB-2, as amended (File No. 33-99890-LA), which became effective on February 1,
1996.                                                                                  
|10.4           | * | 1995 Directors' Stock Option Plan. Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995.                                                                                                                                     
|10.5           | * | Ninth Amended and Restated 2001 Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q for the quarter ended March 31, 2007.                                                                                                                  
|10.6           | * | Amended and Restated 2002 Non-Qualified Stock Option Plan. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.                                                                                                          
|10.7           | * | Form of Senior Management Amended and Restated Change of Control Agreement. Incorporated by reference to Exhibit 10.7 of the Registrant's Report on Form 10-K for the year ended December 31,
2004.                                                                                   
|10.8           | * | Change of Control Agreement dated as of April 27, 2004 by and between Registrant and Gregory Lichtwardt. Incorporated by reference to Exhibit 10.8 of the Registrant's Report on Form 10-K for the year ended
December 31, 2004.                                                      
|10.9           | * | Amended and Restated Change of Control Agreement dated as of December 14, 2007 by and between Registrant and Kathryn A. Tunstall. Incorporated by reference to the Registrant's Report on Form 8-K filed on
December 17, 2007.                                                        
|10.10          |   | License Agreement dated December 28, 1992 between the Registrant and Target Therapeutics Inc. Incorporated by reference to the Registrant's Registration Statement on Form SB-2, as amended (File
No. 33-99890-LA), which became effective on February 1, 1996.                       
|10.11          |   | Settlement and License Agreement between Ovion, Inc., William S. Tremulis and Jeffrey P. Callister and Conceptus, Inc. dated November 6, 2003. Incorporated by reference to the Registrant's Amendment to its
Annual Report on Form 10-K/A for the year ended December 31, 2003.      
|10.12          |   | Sublease Agreement for the premises located at 331 East Evelyn, Mountain View, California. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
2005.                                                                           

55

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|10.13 |   | Landlord Consent to Sublease for the premises located at 331 East Evelyn, Mountain View, California. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
2005.                                                                                                                                                                                                                                                                                                                   
|----- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.14 |   | Amended and Restated Preferred Shares Rights Agreement, dated as of February 26, 2007, between the Registrant and Mellon Shareholder Services, L.L.C., including the Certificate of Designation of Rights, Preferences
and Privileges of Series A Participating Preferred Stock, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively. Incorporated by reference to Exhibit 1.1 filed in response to
Item 1 of the Registrant's Report on Form 8-K filed on February 27, 2007.
|10.15 | + | Exclusive U.S. Co-Promotion Agreement, dated as of October 30, 2003, by and between the Registrant and Gynecare Worldwide Division of Ethicon, Inc. Incorporated by reference to Exhibit 1 of the Registrant's
Report on Form 8-K filed on March 1, 2004.                                                                                                                                                                                                                                                                               
|10.16 | + | Amended Share Purchase and Amended Call Option Agreement, dated as of January 17, 2004, by and between Mr. Yves Guillemain d'Echon et al. and the Registrant. Incorporated by reference to Exhibit 2 of the
Registrant's Report on Form 8-K filed on March 1, 2004.                                                                                                                                                                                                                                                                     
|10.17 | + | Supplier Agreement dated November 7, 2005 between the Registrant and Accellent Corp. Incorporated by reference to Exhibit 10.34 of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2005.                                                                                                                                                                                                                                                                                                                    
|10.18 | * | Letter Agreement by and between the Company and Gregory E. Lichtwardt dated November 12, 2003. Incorporated by reference to Exhibit 10.29 of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003.                                                                                                                                                                                                                                                                                                          
|10.19 | * | Employment Agreement between Mark M. Sieczkarek and Conceptus, Inc. executed September 30, 2004. Incorporated by reference to Exhibit 10.1 of the Registrant's Report on Form 8-K filed on October 5,
 2004.                                                                                                                                                                                                                                                                                                                            
|10.20 |   | Letter Agreement between Ric Cote and Conceptus, Inc. executed March 25, 2004. Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on 10-Q for the Quarter Ended March 31,
2004.                                                                                                                                                                                                                                                                                                                             
|10.21 | * | Employment Commencement Nonstatutory Stock Option Agreement between Ric Cote and Conceptus, Inc. executed April 5, 2004. Incorporated by reference to Exhibit 4.2 of the Registrant's Registration Statement
on Form S-8 filed on June 29, 2004.                                                                                                                                                                                                                                                                                        
|10.22 | * | Stand-Alone Restricted Stock Purchase Agreement between Ric Cote and Conceptus, Inc. executed April 5, 2004. Incorporated by reference to Exhibit 4.3 of the Registrant's Registration Statement on
Form S-8 filed on June 29, 2004.                                                                                                                                                                                                                                                                                                    
|10.23 | * | Relocation bonus agreement dated October 28, 2005 between the Registrant and Ulric Cote. Incorporated by reference to Exhibit 10.40 of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2005.                                                                                                                                                                                                                                                                                                                
|10.24 |   | Form of Stock Appreciation Right Agreement under Conceptus, Inc. Amended and Restated 2001 Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on
February 6, 2007.                                                                                                                                                                                                                                                                                                                     
|10.25 |   | Form of Restricted Stock Unit Award Agreement under Conceptus, Inc. Amended and Restated 2001 Equity Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed on
February 6, 2007.                                                                                                                                                                                                                                                                                                                  
|10.26 |   | First Amendment, dated February 27, 2007, to Share Purchase and Call Option Agreement, dated as of January 17, 2004, by and between Mr. Yves Guillemain d'Echon et al. and the Registrant. Incorporated by
reference to Exhibit 10.28 to the Registrant's Form 10-K for the year ended December 31, 2006.                                                                                                                                                                                                                               

56

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|10.27 |   | Second Amendment, dated November 17, 2007, to Share Purchase and Call Option Agreement, dated as of January 17, 2004, by and between Mr. Yves Guillemain d'Echon et al. and the Registrant. Incorporated by
reference to Exhibit 10.1 to the Registrant's Report on Form 8-K, filed on November 21, 2007.
|----- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.28 |   | First Amendment, dated February 27, 2007, to Conceptus SAS Distribution Agreement, dated as of January 17, 2004, by and between Mr. Yves Guillemain d'Echon et al. and the Registrant. Incorporated by
reference to Exhibit 10.28 to the Registrant's Form 10-K for the year ended December 31, 2006.    
|10.29 |   | Confirmation of Convertible Bond Hedge Transaction, dated February 6, 2007, by and between the Registrant and UBS AG, London Branch. Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K
filed on February 12, 2007                                                                   
|10.30 |   | Confirmation of Convertible Bond Hedge Transaction, dated February 6, 2007, by and between the Registrant and Societe Generale. Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed
on February 12, 2007                                                                        
|10.31 |   | Confirmation of Issuer Warrant Transaction, dated February 6, 2007, by and between the Registrant and UBS AG, London Branch. Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on
February 12, 2007                                                                           
|10.32 |   | Confirmation of Issuer Warrant Transaction, dated February 6, 2007, by and between the Registrant and Societe Generale. Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on
February 12, 2007                                                                                
|10.33 | * | Stock Appreciation Right Agreement, by and between the Registrant and Darrin Uecker, dated May 10, 2007. Incorporated by reference to Exhibit 10.1 to the Registrant's Form S-8 filed on July 18,
2007.                                                                                                  
|10.34 | * | Stock Appreciation Right Agreement, by and between the Registrant and Spencer Roeck, dated October 10, 2007. Incorporated by reference to Exhibit 10.1 to the Registrant's Form S-8 filed on December 4,
2007.                                                                                           
|10.35 | * | Amended and Restated Independent Director Equity Compensation Policy.                                                                                                                                                                                                                                    
|14.1  |   | Code of Ethics. Incorporated by reference to Exhibit 14.1 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2003.                                                                                                                                                           
|23.1  |   | Consent of Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                
|24.1  |   | Power of Attorney (See signature page to this Report).                                                                                                                                                                                                                                                   
|31.1  |   | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                      
|31.2  |   | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                      
|32.1  |   | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                      
|32.2  |   | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                      

---

57

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CONCEPTUS, INC.    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                 |  | Page
|------------------------------------------------------------------------------------------------ |  | ----
|Report of Independent Registered Public Accounting Firm                                          |  | 59  
|Consolidated Balance Sheets, December 31, 2007 and 2006                                          |  | 60  
|Consolidated Statements of Operations for Years Ended December 31, 2007, 2006 and 2005           |  | 61  
|Consolidated Statements of Stockholders' Equity for Years Ended December 31, 2007, 2006 and 2005 |  | 62  
|Consolidated Statements of Cash Flows for Years Ended December 31, 2007, 2006 and 2005           |  | 64  
|Notes to Consolidated Financial Statements                                                       |  | 65  

58

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Report of Independent Registered Public Accounting Firm

To
Board of Directors and Stockholders of
Conceptus, Inc.:

In
our opinion, the consolidated financial statements listed in the index appearing under Item 15 present fairly, in all material respects, the financial position of
Conceptus, Inc. and its subsidiaries at December 31, 2007 and December 31, 2006, and the results of their operations and their cash flows for each of the three years in the period
ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the
accompanying index appearing under Item 15 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial
statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial
statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting included in Management's Annual Report on Internal Control over Financial Reporting, appearing under Item 9A. Our responsibility is to express opinions on these financial statements,
on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of
material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as
we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As
discussed in Note 2 of the consolidated financial statements, the Company changed the manner in which it accounts for share-based compensation for the year ended
December 31, 2006.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

|                                    |  | 
|----------------------------------- |  | 
|/s/PRICEWATERHOUSECOOPERS LLP       |  | 
|San Jose, California
March 13, 2008 |  | 

59

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ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS

CONCEPTUS, INC.        CONSOLIDATED BALANCE SHEETS  (In thousands, except share and per share amounts)

|                                           |                                                                                                               | Years Ended
December 31,                                                                                                 |                                                                                                                                                                                     
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|Assets                                     |                                                                                                               |                                                                                                                          |                                                                                                                                                                                     
|                                           | Current assets:                                                                                               |                                                                                                                          |                                                                                                                                                                                     
|                                           |                                                                                                               | Cash and cash equivalents                                                                                                |                                                                                                                                                                                     
|                                           |                                                                                                               | Short-term investments                                                                                                   |                                                                                                                                                                                     
|                                           |                                                                                                               | Accounts receivable, net of allowance for doubtful accounts of $431 and $167 at December 31, 2007 and 2006, respectively |                                                                                                                                                                                     
|                                           |                                                                                                               | Inventories                                                                                                              |                                                                                                                                                                                     
|                                           |                                                                                                               | Other current assets                                                                                                     |                                                                                                                                                                                     
|                                           |                                                                                                               |                                                                                                                          |                                                                                                                                                                                     
|                                           | Total current assets                                                                                          |                                                                                                                          |                                                                                                                                                                                     
|                                           | Property and equipment, net                                                                                   |                                                                                                                          |                                                                                                                                                                                     
|                                           | Intangible assets, less accumulated amortization of $856 and $650 at December 31, 2007 and 2006, respectively |                                                                                                                          |                                                                                                                                                                                     
|                                           | Debt issuance costs                                                                                           |                                                                                                                          |                                                                                                                                                                                     
|                                           | Long-term investments                                                                                         |                                                                                                                          |                                                                                                                                                                                     
|                                           | Other assets                                                                                                  |                                                                                                                          |                                                                                                                                                                                     
|                                           |                                                                                                               |                                                                                                                          |                                                                                                                                                                                     
|Total assets                               |                                                                                                               | $                                                                                                                        | 120,675                                                                                                                                                                             
|                                           |                                                                                                               |                                                                                                                          |                                                                                                                                                                                     
|Liabilities and stockholders' equity       |                                                                                                               |                                                                                                                          |                                                                                                                                                                                     
|                                           | Current liabilities:                                                                                          |                                                                                                                          |                                                                                                                                                                                     
|                                           |                                                                                                               | Accounts payable                                                                                                         |                                                                                                                                                                                     
|                                           |                                                                                                               | Accrued compensation                                                                                                     |                                                                                                                                                                                     
|                                           |                                                                                                               | Interest payable                                                                                                         |                                                                                                                                                                                     
|                                           |                                                                                                               | Other accrued liabilities                                                                                                |                                                                                                                                                                                     
|                                           |                                                                                                               |                                                                                                                          |                                                                                                                                                                                     
|                                           | Total current liabilities                                                                                     |                                                                                                                          |                                                                                                                                                                                     
|                                           | Notes payable                                                                                                 |                                                                                                                          |                                                                                                                                                                                     
|                                           | Other accrued liabilities                                                                                     |                                                                                                                          |                                                                                                                                                                                     
|                                           | Deferred rent                                                                                                 |                                                                                                                          |                                                                                                                                                                                     
|                                           |                                                                                                               |                                                                                                                          |                                                                                                                                                                                     
|                                           | Total liabilities                                                                                             |                                                                                                                          |                                                                                                                                                                                     
|                                           |                                                                                                               |                                                                                                                          |                                                                                                                                                                                     
|                                           | Commitments and contingencies (Note 7)                                                                        |                                                                                                                          |                                                                                                                                                                                     
|                                           | Stockholders' equity:                                                                                         |                                                                                                                          |                                                                                                                                                                                     
|                                           |                                                                                                               | Preferred stock:                                                                                                         |                                                                                                                                                                                     
|                                           |                                                                                                               |                                                                                                                          | $0.003 par value, authorized 3,000,000 shares; no shares issued or outstanding at December 31, 2007 and 2006                                                                        
|                                           |                                                                                                               | Common stock and additional paid-in capital:                                                                             |                                                                                                                                                                                     
|                                           |                                                                                                               |                                                                                                                          | $0.003 par value, 50,000,000 shares authorized, 29,916,643 and 29,358,876 shares issued and 29,838,780 and 29,270,545 shares outstanding at December 31, 2007 and 2006, respectively
|                                           |                                                                                                               | Accumulated deficit                                                                                                      |                                                                                                                                                                                     
|                                           |                                                                                                               | Treasury Stock, 77,863 and 88,331 shares, at cost, at December 31, 2007 and 2006, respectively                           |                                                                                                                                                                                     
|                                           |                                                                                                               |                                                                                                                          |                                                                                                                                                                                     
|                                           | Total stockholders' equity                                                                                    |                                                                                                                          |                                                                                                                                                                                     
|                                           |                                                                                                               |                                                                                                                          |                                                                                                                                                                                     
|Total liabilities and stockholders' equity |                                                                                                               | $                                                                                                                        | 120,675                                                                                                                                                                             
|                                           |                                                                                                               |                                                                                                                          |                                                                                                                                                                                     

The accompanying notes are an integral part of these consolidated financial statements

60

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CONCEPTUS, INC.        CONSOLIDATED STATEMENTS OF OPERATIONS  (In thousands, except per share amounts)

|                                        |                                                                                | Years Ended December 31, |        
|--------------------------------------- | ------------------------------------------------------------------------------ | ------------------------ | -------
|
|Net sales                               |                                                                                | $                        | 64,442 
|Cost of goods sold                      |                                                                                |                          | 16,682 
|                                        |                                                                                |                          |        
|Gross profit                            |                                                                                |                          | 47,760 
|                                        |                                                                                |                          |        
|Operating expenses:                     |                                                                                |                          |        
|                                        | Research and development                                                       |                          |        
|                                        | Selling, general and administrative                                            |                          |        
|                                        |                                                                                |                          |        
|Total operating expenses                |                                                                                |                          | 61,959 
|                                        |                                                                                |                          |        
|Operating loss                          |                                                                                |                          | (14,199
|Interest and other income and expenses: |                                                                                |                          |        
|                                        | Interest and other income                                                      |                          |        
|                                        | Interest expense                                                               |                          |        
|                                        |                                                                                |                          |        
|Net loss                                |                                                                                | ($                       | 11,632 
|                                        |                                                                                |                          |        
|Basic and diluted net loss per share    |                                                                                | ($                       | 0.39   
|                                        |                                                                                |                          |        
|                                        | Weighted-average shares used in computing basic and diluted net loss per share |                          |        
|                                        |                                                                                |                          |        

The
accompanying notes are an integral part of these consolidated financial statements

61

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CONCEPTUS, INC.        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY  (In thousands, except share amounts)

|                                                      |                                                 | Common Stock & Additional Paid-In Capital |           |   |         |        |   |        |       |   |  
|----------------------------------------------------- | ----------------------------------------------- | ----------------------------------------- | --------- | - | ------- | ------ | - | ------ | ----- | - | -
|
|
|
|Balances as of December 31, 2004                      |                                                 | 25,657,371                                |           | $ | 221,960 |        | $ | (1,637 | )     | $ | 
|Issuance of common stock for cash upon                |                                                 |                                           |           |   |         |        |   |        |       |   |  
|                                                      | exercise of options                             |                                           | 143,997   |   |         | 780    |   |        |      |   |  
|Issuance of common stock for cash from                |                                                 |                                           |           |   |         |        |   |        |       |   |  
|                                                      | employee stock purchase plan                    |                                           | 45,070    |   |         | 248    |   |        |      |   |  
|Private placement of common stock, net                |                                                 |                                           |           |   |         |        |   |        |       |   |  
|                                                      | of issuance costs of $125                       |                                           | 3,186,389 |   |         | 22,882 |   |        |      |   |  
|Issuance of stock options to consultants for services |                                                 |                                          |           |   | 221     |        |   |       |       |   | 
|Deferred stock-based compensation related             |                                                 |                                           |           |   |         |        |   |        |       |   |  
|                                                      | to restricted stock grants                      |                                           | 24,840    |   |         | 268    |   |        | (268  | ) |  
|Amortization of deferred stock-based                  |                                                 |                                           |           |   |         |        |   |        |       |   |  
|                                                      | compensation related to restricted stock grants |                                           |          |   |         |       |   |        | 847   |   |  
|Net loss                                              |                                                 |                                          |           |   |        |        |   |       |       |   | 
|Purchase of treasury stock                            |                                                 | (5,863                                    | )         |   |        |        |   |       |       |   | 
|                                                      |                                                 |                                           |           |   |         |        |   |        |       |   |  
|Balances as of December 31, 2005                      |                                                 | 29,051,804                                |           |   | 246,359 |        |   | (1,058 | )     |   | 
|Issuance of common stock for cash upon                |                                                 |                                           |           |   |         |        |   |        |       |   |  
|                                                      | exercise of options                             |                                           | 290,700   |   |         | 2,872  |   |        |      |   |  
|Issuance of common stock for cash from                |                                                 |                                           |           |   |         |        |   |        |       |   |  
|                                                      | employee stock purchase plan                    |                                           | 94,009    |   |         | 514    |   |        |      |   |  
|Reversal of overpayment on stock issuance costs       |                                                 |                                          |           |   | 8       |        |   |       |       |   | 
|Stock-based compensation for consultants' services    |                                                 |                                          |           |   | 292     |        |   |       |       |   | 
|Grants of restricted stock to employees               |                                                 |                                           |           |   |         |        |   |        |       |   |  
|                                                      | and directors                                   |                                           | 28,500    |   |         |       |   |        |      |   |  
|Stock-based compensation related to restricted stock, |                                                 |                                           |           |   |         |        |   |        |       |   |  
|                                                      | SSR/SAR and stock option grants                 |                                           |          |   |         | 4,351  |   |        |      |   |  
|Stock-based compensation related to                   |                                                 |                                           |           |   |         |        |   |        |       |   |  
|                                                      | employee stock purchase plan                    |                                           |          |   |         | 235    |   |        |      |   |  
|Deferred stock-based compensation related             |                                                 |                                           |           |   |         |        |   |        |       |   |  
|                                                      | to restricted stock grants                      |                                           |          |   |         |       |   |        | 1,058 |   |  
|Cancellation of restricted stock awards               |                                                 | (184,000                                  | )         |   |        |        |   |       |       |   | 
|Purchases of treasury stock                           |                                                 | (13,889                                   | )         |   |        |        |   |       |       |   | 
|Treasury stock issuances                              |                                                 | 3,421                                     |           |   |        |        |   |       |       |   | 
|Net loss                                              |                                                 |                                          |           |   |        |        |   |       |       |   | 
|                                                      |                                                 |                                           |           |   |         |        |   |        |       |   |  

62

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CONCEPTUS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share amounts) (Continued)

|Balances as of December 31, 2006                                                                            |                     | 29,270,545 |         |   | 254,631 |       |   |  |   |   |  |   |   | (223,617 | ) |   | 31,014  |      
|----------------------------------------------------------------------------------------------------------- | ------------------- | ---------- | ------- | - | ------- | ----- | - | - | - | - | - | - | - | -------- | - | - | ------- | -----
|Issuance of common stock for cash upon                                                                      |                     |            |         |   |         |       |   |   |   |   |   |   |   |          |   |   |         |      
|                                                                                                            | exercise of options |            | 360,427 |   |         | 3,319 |   |   |  |   |   |  |   |          |  |   |         | 3,319
|Issuance of common stock for cash from employee stock purchase plan                                         |                     | 82,217     |         |   | 1,126   |       |   |  |   |   |  |   |   |         |   |   | 1,126   |      
|Issuance of common stock upon exercise of SAR                                                               |                     | 1,957      |         |   |        |       |   |  |   |   |  |   |   |         |   |   |        |      
|Stock-based compensation for consultants' services                                                          |                     |           |         |   | 243     |       |   |  |   |   |  |   |   |         |   |   | 243     |      
|Stock-based compensation related to restricted stock, restricted stock units, SAR's and stock option grants |                     |           |         |   | 5,941   |       |   |  |   |   |  |   |   |         |   |   | 5,941   |      
|Stock-based compensation related to employee stock purchase plan                                            |                     |           |         |   | 309     |       |   |   |   |   |   |   |   |          |   |   | 309     |      
|Issuance of common stock upon payment of bonus                                                              |                     |            |         |   | 219     |       |   |   |   |   |   |   |   |          |   |   | 219     |      
|Issuance of common stock upon vesting of restricted stock                                                   |                     | 113,166    |         |   | (68     | )     |   |  |   |   |  |   |   |         |   |   | (68     | )    
|Treasury stock issuances                                                                                    |                     | 10,468     |         |   | 133     |       |   |  |   |   |  |   |   |         |   |   | 133     |      
|Convertible note hedge transactions                                                                         |                     |           |         |   | (8,677  | )     |   |  |   |   |  |   |   |         |   |   | (8,677  | )    
|Net loss                                                                                                    |                     |           |         |   |        |       |   |  |   |   |  |   |   | (11,632  | ) |   | (11,632 | )    
|                                                                                                            |                     |            |         |   |         |       |   |   |   |   |   |   |  
|Balances as of December 31, 2007                                                                            |                     | 29,838,780 |         | $ | 257,176 |       | $ |  |   | $ |  |   | $ | (235,249 | ) | $ | 21,927  |      
|                                                                                                            |                     |            |         |   |         |       |   |   |   |   |   |   |  

The accompanying notes are an integral part of these consolidated financial statements

63

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CONCEPTUS, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS  (In thousands)

|                                                                            |                                                                | Years Ended December 31,                |        
|--------------------------------------------------------------------------- | -------------------------------------------------------------- | --------------------------------------- | -------
|
|Cash flows from operating activities                                        |                                                                |                                         |        
|Net loss                                                                    |                                                                | $                                       | (11,632
|Adjustments to reconcile net loss to net cash used in operating activities: |                                                                |                                         |        
|                                                                            | Depreciation and amortization of property, plant and equipment |                                         |        
|                                                                            | Amortization of debt issuance costs                            |                                         |        
|                                                                            | Amortization of intangibles                                    |                                         |        
|                                                                            | Stock-based compensation expense                               |                                         |        
|                                                                            | Allowance for doubtful accounts                                |                                         |        
|                                                                            | Inventory provision                                            |                                         |        
|                                                                            | Loss on retirement of fixed assets                             |                                         |        
|                                                                            | Changes in operating assets and liabilities:                   |                                         |        
|                                                                            |                                                                | Accounts receivable                     |        
|                                                                            |                                                                | Inventories                             |        
|                                                                            |                                                                | Other current assets                    |        
|                                                                            |                                                                | Other assets                            |        
|                                                                            |                                                                | Accounts payable                        |        
|                                                                            |                                                                | Accrued compensation                    |        
|                                                                            |                                                                | Other accrued and long term liabilities |        
|                                                                            |                                                                | Deferred revenue                        |        
|                                                                            |                                                                |                                         |        
|Net cash used in operating activities                                       |                                                                |                                         | (7,563 
|                                                                            |                                                                |                                         |        
|Cash flows from investing activities                                        |                                                                |                                         |        
|                                                                            | Purchase of investments                                        |                                         |        
|                                                                            | Maturities of investments                                      |                                         |        
|                                                                            | Restricted cash                                                |                                         |        
|                                                                            | Capital expenditures                                           |                                         |        
|                                                                            |                                                                |                                         |        
|Net cash provided by (used in) investing activities                         |                                                                |                                         | (46,211
|                                                                            |                                                                |                                         |        
|Cash flows from financing activities                                        |                                                                |                                         |        
|                                                                            | Proceeds from issuance of long term debt                       |                                         |        
|                                                                            | Payment of debt issuance costs                                 |                                         |        
|                                                                            | Purchase of call options on convertible senior notes           |                                         |        
|                                                                            | Proceeds from issuance of warrants                             |                                         |        
|                                                                            | Issuance of common stock from company stock plans              |                                         |        
|                                                                            | Reversal of overpayment on stock issuance costs                |                                         |        
|                                                                            | Issuance of common stock from equity financings, net           |                                         |        
|                                                                            |                                                                |                                         |        
|Net cash provided by financing activities                                   |                                                                |                                         | 78,986 
|                                                                            |                                                                |                                         |        
|Net increase (decrease) in cash and cash equivalents                        |                                                                |                                         | 25,212 
|Cash and cash equivalents at beginning of year                              |                                                                |                                         | 3,238  
|                                                                            |                                                                |                                         |        
|Cash and cash equivalents at end of year                                    |                                                                | $                                       | 28,450 
|                                                                            |                                                                |                                         |        
|Supplemental information:                                                   |                                                                |                                         |        
|                                                                            | Cash paid for:                                                 |                                         |        
|                                                                            |                                                                | Interest                                |        

The accompanying notes are an integral part of these consolidated financial statements

64

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CONCEPTUS, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Organization, Ownership and Business

Conceptus, Inc. ("Conceptus" or the "Company") was incorporated in the state of Delaware on September 18, 1992 to design, develop and market
minimally invasive devices for reproductive medical applications. We manufacture and market theEssure® system, an innovative medical
device and procedure designed to provide a non-incisional alternative to tubal ligation, the leading form of contraception worldwide. The Essuredevice is a unique and proprietary micro-insert designed
to be deployed permanently into each fallopian tube using our minimally invasive
transcervical tubal access catheter system. Clinical studies have shown that theEssuredevice induces an occlusive tissue response. Our catheter
systems are based on technology initially developed and used by
Target Therapeutics, Inc. ("Target"), a business unit of Boston Scientific Corporation ("BSC"), and licensed exclusively to Conceptus in the field of reproductive physiology.

We
have a limited history of operations and have incurred significant operating losses since inception. We will continue to be in a net loss position until sufficient revenues can be
generated to offset expenses. We raised approximately $22.9 million after deducting offering costs in 2005, to help fund our operations. In December 2006 we filed a Registration Statement on
Form S-3, through which we may sell from time to time any combination of debt securities, common stock, preferred stock and warrants, in one or more offerings, with an initial
offering price not to exceed $150,000,000. In February 2007, we completed a convertible debt offering for an aggregate principal amount of $86,250,000 of our 2.25% convertible senior notes due 2027.
The net share settlement feature of the notes may reduce our liquidity. If the notes are convertible, then upon conversion, holders will receive cash and, if applicable, shares of our common stock
based on an initial conversion rate, subject to adjustment, of 35.8616 shares per $1,000 principal amount of notes (which represents an initial conversion price of $27.89 per share), in certain
circumstances. Upon conversion, a holder would receive cash up to the principal amount of the note and our common stock in respect of such note's conversion value in excess of such principal amount.
However we may not have sufficient funds to pay in full the cash obligation upon such conversion. Refer to Note 8 of our consolidated financial statements for these detailed conversion factors.
In the future, depending upon a variety of factors, we may need to raise additional funds through bank facilities, debt or equity offerings or other sources of capital. Any additional equity financing
may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants. Additional funding may not be available when needed or on terms acceptable to us. If we are unable
to obtain additional capital, we may be required to delay, reduce the scope of or eliminate our research and development programs or reduce our sales and marketing activities.

2.    Summary of Significant Accounting Policies



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates
and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. The primary estimates underlying our financial statements include the write-off of obsolete and slow moving inventory, allowance for doubtful accounts receivable, product warranty,
the fair value of our investment portfolio, and assumptions regarding variables used in calculating the fair value of our equity awards, impairment of long-lived assets, income taxes and
contingent liabilities. Actual results could differ from those estimates.

65

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.    Summary of Significant Accounting Policies (Continued)



We invest cash that is not required for immediate operating needs principally in a diversified portfolio of financial instruments issued by institutions with
strong credit ratings. By policy, the amount of credit exposure to any one institution, with the exception of U.S. government backed securities, is limited.

Our
net sales to date consist mainly of product revenues from physicians, hospitals and distributors located in Australia, Canada, Europe, Latin America and the United States of America.
We do not require collateral and provide for estimated credit losses based on customer credit assessment.

Trade
accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses
in our existing accounts receivable. We determine the allowance based on historical write-off experience. Past due balances over 90 days and over a specified amount are reviewed
individually for collectibility. All other balances are reviewed on a pooled basis by type of receivable. Account balances are written off against the allowance when we feel it is probable the
receivable will not be recovered. We do not have any off-balance-sheet credit exposure related to our customers.

The
following table summarizes customers with greater than 10% of our net sales for the years ended December 31, 2007, 2006 and 2005:

Years Ended2007

2006

2005Customer A





10
%


The
following table summarizes customers with outstanding accounts receivable balance greater than 10% of our total gross outstanding accounts receivable as of December 31, 2007
and 2006:

Years Ended2007

2006Customer A

19
%
13
%


We
are a one-product company and our only product, theEssuredevice, received approval from the United States Food and Drug
Administration ("FDA") in November 2002. Internationally, we were approved to affix the CE Mark to theEssureprocedure in February 2001. In addition,
we received clearance in November 2001 from Health Canada to market theEssuredevice in that country. We cannot be assured that necessary approvals or
clearances will be obtained in other countries. If we are denied approval or clearance or if approval or clearance is delayed or withdrawn, we may suffer a material adverse impact.

We
are subject to risks characteristic of the medical device industry, including but not limited to uncertainty of market acceptance of products, reimbursement from insurance carriers
and government agencies, compliance with government regulations and protection of proprietary technology, product liability and the need to obtain additional financing. Certain components that meet
our requirements are available only from a limited number of suppliers. The rapid rate of technological change and the necessity of developing and manufacturing products with short life cycles may
intensify these risks. The inability to obtain components as required or to develop alternative sources, if and as required in the

66

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.    Summary of Significant Accounting Policies (Continued)

future,
could result in delays or reductions in product shipments, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.



We consider all highly liquid investments with maturity from date of purchase of three months or less to be cash equivalents. We maintain deposits with two
financial institutions in the U.S. and invest our excess cash in money market funds, commercial paper, corporate notes, municipal bonds and government securities, which bear minimal risk. At times,
these deposits may be in excess of federally insured amounts. Short-term investments generally consist of municipal bonds, corporate notes and U.S. Treasury obligations.

Our
investment portfolio is comprised of available-for-sale investments, which are carried at estimated fair value, with the unrealized gains and losses, if
material, reported in stockholders' equity until realized. The fair values for our debt investments are based on quoted market prices. At December 31, 2007 and 2006, the fair value of
investments approximates cost. Realized gains and losses, computed using the specific identification cost method, were immaterial for the periods presented. Interest and dividends on investments
classified as available-for-sale are included in interest and other income.

As
of December 31, 2007 and 2006, we held $65.5 million and $22.6 million in auction rate securities backed by federal and state student loan securities which are
variable rate debt instruments, which bear interest rates that reset approximately every 20-30 days. The auction rate securities owned by the Company were rated AAA by a major
credit rating agency. The underlying securities have contractual maturities which are generally greater than ten years. The auction rate securities are classified as available for sale and are
recorded at fair value. Typically, the carrying value of auction rate securities approximates fair value due to the frequent resetting of the interest rates. The Company has classified
$16.7 million of investments at December 31, 2007 as short-term as these securities represent the investment of funds available for current operations. $48.8 million
of our auction rate securities are classified as long-term at December 31, 2007. Given the recent disruptions in the credit markets and the fact that the liquidity for these types
of securities remains uncertain, we have classified substantially all of our auction rate securities that were not liquidated
subsequent to December 31, 2007 as long-term investments in our consolidated balance sheet as our ability to liquidate such securities in the next 12 months is uncertain. All
investments were classified as short term at December 31, 2006.



Inventories are stated at the lower of cost or market. Cost is based on actual costs computed on a first-in, first-out basis.
Write-offs for potentially excess and obsolete inventory are made based on our analysis of inventory levels and future sales forecast.



Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment are calculated
using the straight-line method over the estimated useful lives of the respective assets, generally three years. Leasehold improvements are amortized over the lesser of the lease term or
the estimated useful lives of the related assets.

67

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.    Summary of Significant Accounting Policies (Continued)

External
direct costs of material and services consumed in website development during the application development stage are capitalized. Capitalized website costs are amortized using the
straight-line method over the estimated useful life of three years. Maintenance and repairs are charged to operations as incurred. These costs were not significant for the years 2007 and
2006.



Intangible assets as of December 31, 2007 and 2006 are primarily comprised of a technology license obtained as a result of the settlement of a patent
litigation with Ovion, Inc. (See Note 12). The license was acquired at a cost of $2.0 million in October 2003, which was paid in our common stock, in equal installments in the
first and second quarters of 2004, and has an expected useful life of ten years from the date of settlement. Amortization expense of $200,000 has been classified as cost of goods sold in our
consolidated statement of operations for each of the years ended December 31, 2007, 2006 and 2005 and is measured using the straight-line method. Estimated future amortization
expense for each of the years ended December 31, 2008 through 2012 is $200,000 per year and $150,000 for the year ended December 31, 2013.



We account for the impairment of long-lived assets in accordance with Statement of Financial Accounting Standard, or SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets." We evaluate the carrying value of our long-lived assets, consisting primarily of property and equipment and the Essurelicense acquired from a
patent litigation settlement in 2003, whenever certain events or changes in circumstances indicate that the carrying
amount of the assets may not be recoverable. When such an event occurs, we determine whether there has been impairment by comparing the anticipated undiscounted future net cash flow to the related
asset's carrying value. Such events or circumstances include, but are not limited to, a prolonged industry downturn, a significant decline in market value or significant reductions in projected future
cash flows.



For financial instruments consisting of cash and cash equivalents, investments, accounts receivable, accounts payable, notes payable and accrued liabilities
included in our financial statements, the carrying amounts approximate fair value due to their short maturities. Estimated fair values for marketable investments, which are disclosed elsewhere, are
based on quoted market prices for the same or similar instruments.



We offer warranties on our product and record a liability for the estimated future costs associated with warranty claims, which is based upon historical
experience and our estimate of the level of future costs. Warranty costs are reflected in the statement of operations as a cost of goods sold. A

68

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.    Summary of Significant Accounting Policies (Continued)

reconciliation
of the changes in our warranty liability for the years ended December 31, 2007 and 2006 (in thousands):

As of December 31,2007

2006Balance at the beginning of the period

$
209

$
70Accruals for warranties issued during the period


441


436Settlements made in kind during the period


(442
)

(297
)Balance at the end of the period

$
208

$
209




Our revenue is primarily comprised of the sale of ourEssuresystem. We recognize revenue in accordance with the
Securities and Exchange Commission, or SEC, Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements", or SAB 104. Under this standard, the following four criteria
must be met in order to recognize revenue:



The
four revenue recognition criteria and other revenue related pronouncements are applied to our sales as described in the following paragraphs.

We
recognize revenues from ourEssuresystem when we ship the device. We recognize revenue upon shipment of the system as we have no
continuing obligations subsequent to shipment. We do not accept returns of theEssuresystem. We obtain written authorizations from our customers for a
specified amount of product at a specified price and the price is not dependent on actualEssureprocedures performed.

In
2007, we had international distributors in France, Spain, Australia and Canada. We recognize revenues upon shipment for sales through distributors as we have no continuing obligations
subsequent to shipment. Our distributors are responsible for all marketing, sales, training and warranty for the sale of theEssuredevice in their
respective territories. Our standard terms and conditions do not provide price protection or stock rotation rights to any of our distributors. In addition, our distributor agreements do not allow the
distributor to return or exchange theEssuresystem and the distributor is obligated to pay us for the sale regardless of their ability to resell the
product.

Additionally,
we require physicians to be preceptored between 3 and 5 cases by a certified trainer before being able to perform the procedure independently. There are no revenues
associated with the training activities. We do not charge a fee for the activity and no commitment arises for the physician from the preceptorship. Physician training is provided upfront and we have
no obligation subsequent to the initial training. Training costs have not been significant from inception to-date.

69

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.    Summary of Significant Accounting Policies (Continued)

We
assess the credit worthiness of all customers in connection with their purchases. We only recognize revenue when collectibility is reasonably assured.



Research and development costs are expensed as incurred.



Advertising production costs are recorded as expense as incurred. Costs of communicating advertising are recorded as expense as advertising space or airtime is
used. All other advertising costs are expensed as incurred. Total advertising expenses were approximately $2.1million, $0.8 million and $1.4 million in the years ended
December 31, 2007, 2006 and 2005, respectively.



Effective January 1, 2006, we adopted the provisions of SFAS No. 123(R), "Share-Based Payment," using the modified prospective transition method.
Accordingly, stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized on a straight line basis as expense over the employee requisite service
period, which is generally the vesting period. We previously applied Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations
and provided the required pro forma disclosures of SFAS No. 123, "Accounting for Stock-Based Compensation."

Prior
to the adoption of SFAS No. 123(R), we accounted for employee stock-based compensation in accordance with Accounting Principles Board Opinion No. 25 (or
"APB 25"), "Accounting for Stock Issued to Employees," and related interpretations in accounting for its stock-based compensation plans, as permitted by SFAS No. 123, "Accounting for
Stock-Based Compensation," (or "SFAS No. 123") and as amended by SFAS No. 148, "Accounting for Stock-Based CompensationTransition and Disclosure, an amendment of FASB
Statement No. 123." The pro-forma information for the year ended December 31, 2005 was as follows:

Year Ended
December 31, 2005Net loss, as reported

$
(21,801
)Add: Stock-based employee compensation expense included in reported net loss


847Less: Total stock-based employee compensation expense determined under the fair value based method for all awards


(5,482
)Pro forma net loss

$
(26,436
)Basic and diluted net loss per shareAs reported

$
(0.82
)Pro forma

$
(0.99
)


70

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.    Summary of Significant Accounting Policies (Continued)

We
calculated the fair value of each option on the date of grant using the Black-Scholes method as prescribed by SFAS No. 123 and we accounted for forfeitures as they occurred.
The assumptions used were as follows:

Year Ended
December 31, 2005Expected term (in years)

4.0Average risk-free interest rate

4.01
%Average-volatility factor

0.6Dividend yield






Net loss for the years ended December 31, 2007 and 2006 included stock-based compensation expense under SFAS 123(R) of $6.3 million and
$5.9 million, respectively, which consisted of stock-based compensation expense of $5.4 million and $4.4 million, respectively, related to employee stock options, employee stock
purchase plan and stock appreciation rights and stock-based compensation expense of $0.9 million and $1.4 million, respectively, related to employee restricted stock and restricted stock
units.

The
following table sets forth the total stock-based compensation expense resulting from stock options, nonvested stock awards, non-employee stock options, stock appreciation
rights and 1995 Employee Stock Purchase Plan (the "Plan") included in the Consolidated Statements of Operations (in thousands):

Years Ended December 31,2007

2006Cost of goods sold

$
27

$
128Research and development


565


656Selling, general and administrative


5,901


5,370Total stock-based compensation expense

$
6,493

$
6,154


No
income tax benefit has been recognized relating to stock-based compensation expense and no tax benefits have been realized from exercised stock options. There was no cash flow impact
from the adoption of SFAS 123(R) in the years ended December 31, 2007 and 2006, except as disclosed for stock-based compensation expense.

Stock Options and Stock Appreciation Rights:During the year ended December 31, 2007, we granted 1,019,490 stock
options and stock appreciation rights, with an estimated total grant-date fair value of approximately $7.6 million and a grant date weighted-average fair value of $7.42 per share.
We recorded approximately $5.1 million of stock based compensation expense for stock options and stock appreciation rights during the year ended December 31, 2007.

As
of December 31, 2007, there was unrecognized compensation cost of approximately $5.6 million for total stock-based compensation related to stock options and stock
appreciation rights, net of

71

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.    Summary of Significant Accounting Policies (Continued)

forfeitures.
This cost is expected to be recognized over a weighted-average amortization period of 2.6 years.

During
the year ended December 31, 2006, we granted 604,500 stock options and stock appreciation rights, with an estimated total grant-date fair value of approximately
$3.9 million and a grant date weighted-average fair value of $6.56 per share. We recorded approximately $4.2 million of stock based compensation expense for stock options and stock
appreciation rights during the year ended December 31, 2006. This stock based compensation included expenses of approximately $3.4 million for all unvested options granted prior to the
adoption of SFAS 123(R) in the year ended December 31, 2006.

Employee Stock Purchase Plan (ESPP):The compensation cost in connection with the plan for the year ended December 31,
2007 was approximately $309,000. The grant date weighted-average fair value was $5.11 per share. The compensation cost in connection with the plan for the year ended December 31, 2006 was
approximately $235,000 and the grant date weighted-average fair value was $3.89 per share.

Restricted Shares and Restricted Stock Units:In connection with restricted shares and restricted stock units granted, we
recorded stock compensation representing the fair market value of our common shares on the dates the awards were granted. This stock compensation is being recorded as compensation expense on a
straight-line basis over the vesting periods of the underlying stock awards. During the years ended December 31, 2007 and 2006, we recorded approximately $0.9 million and
$1.4 million, respectively, of such compensation expense. The grant date weighted-average fair value was $18.35 and $18.78 per share, respectively.

Awards to consultants:During the fiscal year ended December 31, 2007, we granted 5,000 shares of common stock to
consultants. We did not grant shares of common stock to any of our consultants during fiscal year 2006. In accordance with EITF 96-18 "Accounting for Equity Instruments That Are
Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services," we have recorded compensation expense related to these stock options We re-measure the
fair value of the options as they vest and recognize changes in fair value as expense in the period. We recorded stock based compensation expense of approximately $243,000 during the year ended
December 31, 2007 and $292,000 during the year ended December 31, 2006 in connection with our grants to consultants.

72

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.    Summary of Significant Accounting Policies (Continued)



The fair value of stock-based awards was estimated using the Black-Scholes model with the following weighted-average assumptions for the years ended
December 31, 2007 and 2006:

Years Ended December 31,2007

2006Stock Option
and Stock
Appreciation
Right Plans

Employee
Stock
Purchase
Plan

Stock Option
and Stock
Appreciation
Right Plans

Employee
Stock
Purchase
PlanExpected term (in years)

3.57

0.67

3.66

0.61Average risk-free interest rate

4.55
%
4.82
%
4.78
%
5.08
%Average volatility factor

47.8
%
41.2
%
53.7
%
45.0
%Dividend yield










Expected Term:Our expected term represents the period for which our stock-based awards are expected to be outstanding and
was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards and vesting schedules.

Expected Volatility:We used historical volatility based on the expected term of the awards, which is consistent with our
assessment that the historical volatility for such period is more representative of future stock price trends than any other type of volatility.

Expected Dividends:We have not paid and do not anticipate paying any dividends in the near future.

Risk-Free Interest Rate:We base the risk-free interest rate on the U.S. Treasury yield curve in
effect at the time of grant based on the expected term of the underlying option.

As
stock-based compensation expense recognized in the Consolidated Statement of Operations for the years ended December 31, 2007 and 2006 is based on awards ultimately expected to
vest, it has been reduced for estimated forfeitures. SFAS No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. Forfeitures were estimated based on historical experience.

Refer
to Note 9 "Incentive and Stock Plans" for a description of our awards.



We account for income taxes under SFAS No. 109, "Accounting for Income Taxes." Under the liability method, deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to
affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. At December 31, 2007 we evaluated the need for a
valuation allowance for our deferred tax assets. Due to our cumulative pre-tax losses and the current uncertainty of our ability to realize our deferred tax assets a valuation allowance in
an amount equal to our deferred tax assets was recorded.

73

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.    Summary of Significant Accounting Policies (Continued)



Basic net loss per share is calculated using the weighted average number of shares of common stock outstanding. Diluted net loss per share includes the impact of
potentially dilutive securities. However, due to our net loss position, basic and diluted net loss per share are both computed using the weighted average number of common shares outstanding.

The
following table sets forth the computation of basic and diluted net loss per share (in thousands):

At December 31,2007

2006

2005Denominator:Weighted-average number of common shares outstanding

29,497

29,251

26,972Less: Weighted-average unvested and restricted common shares

34

258

247Weighted-average number common shares outstanding used in computing basic and diluted net loss per common share

29,463

28,993

26,725


The
following outstanding equity awards and securities, which could potentially dilute basic net loss per share in the future were excluded from the computation of diluted net loss per
share, as their effect would have been antidilutive (in thousands):

At December 31,2007

2006

2005Outstanding options and SARs

3,996

3,499

3,514Restricted stock

17

78

255Restricted stock units

191

255

Employee stock purchase plan



27

47Warrants issued in connection with our convertible notes

3,093



7,297

3,859

3,816




We operate in one business segment, which encompasses all geographical regions. We use one measurement of profitability and do not segregate our business for
internal reporting. As of December 31, 2007, 2006 and 2005, 95%, 96% and 97%, respectively, of all long-lived assets were maintained in the United States of America.

74

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.    Summary of Significant Accounting Policies (Continued)

Net
sales by geographic region, based on shipping location of our customer, are as follows:

Years Ended December 31,2007

2006

2005Net sales (in thousands)

$
64,442

$
41,900

$
21,169United States of America


92
%

91
%

88
%Europe


7
%

8
%

10
%Other


1
%

1
%

2
%




Comprehensive income (loss) generally represents all changes in stockholders' equity except those resulting from investments or contributions by stockholders. Our
unrealized gains on available-for-sale securities, and cumulative translation adjustment, if material, represent the components of comprehensive loss that are excluded from the
net loss. These components are not significant, individually or in aggregate, for the years ended December 31, 2007, 2006 and 2005.



In September 2006, the FASB issued Statement No. 157, "Fair Value Measurement," or SFAS 157. This
standard defines fair value, establishes the framework for measuring fair value in accounting principles generally accepted in the United States and expands disclosure about fair value measurements.
This pronouncement applies under other accounting standards that require or permit fair value measurements. FASB Staff Position 157-2, "Effective Date of FASB Statement No. 157"
delays the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually), until the beginning of the first quarter of 2009. The measurement and disclosure requirements related to financial assets and financial
liabilities are effective for us beginning in the first quarter of fiscal 2008. The adoption of SFAS 157 for financial assets and financial liabilities is not expected to have a significant
impact on the results of operations or financial conditions. We are currently evaluating the impact that SFAS 157 will have on our results of operations and financial conditions related to
non-financial assets and non-financial liabilities beginning in the first quarter of 2009. Upon adoption, the provisions of SFAS 157 are to be applied prospectively with
limited exceptions. We are currently evaluating the effects of SFAS 157 on our consolidated financial statements and do not expect any significant impact on the results of operations or
financial conditions,

In
February 2007, the FASB issued Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," or
SFAS 159, which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value.
SFAS 159 will be effective for us on January 1, 2008. We are currently evaluating the impact of adopting SFAS 159 on our consolidated financial statements.

In
December 2007, the FASB issued Statement No. 141 (revised 2007) or SFAS 141(R),"Business Combinations"and Statement
No. 160 or SFAS 160,"Noncontrolling Interests in Consolidated Financial Statements,, an amendment of Accounting Research Bulleting
No. 51, or ARB 51. SFAS 141(R) will impact financial statements on the acquisition date and in subsequent periods. Some of the changes, such as the accounting for contingent
consideration, will introduce more volatility into earnings and

75

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.    Summary of Significant Accounting Policies (Continued)

may
impact our acquisition strategy. SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a
component of equity. In addition, SFAS 141(R) will be applied prospectively and SFAS 160 will require retroactive adoption of the presentation and disclosure requirements for existing
minority interests, while the remaining requirements of SFAS 160 shall be applied prospectively. SFAS 141(R) and SFAS 160 are effective on January 1, 2009. We are currently
evaluating the impact of adopting SFAS 141(R) and SFAS 160 on our consolidated financial statements.

3.    Investments (in thousands)

Cost and Estimated Fair Value
December 31,2007

2006Cash and cash equivalents:Cash

$
4,246

$
1,838Money market funds


24,204


1,400$
28,450

$
3,238Short-term investments:Auction rate securities

$
16,700

$
22,600$
16,700

$
22,600Long-term investments:Auction rate securities

$
48,800

$
$
48,800

$



At
December 31, 2007 and 2006, the amortized cost basis of the available-for-sale investments represents the fair value of the investments. Gross realized
gains and losses from the sale of securities classified as available-for-sale were not material for the years ended December 31, 2007, 2006 and 2005.

As
of December 31, 2007 and 2006, we held $65.5 million and $22.6 million in auction rate securities backed by federal and state student loans which are variable
rate debt instruments, which bear interest rates that reset approximately every 20-30 days. The auction rate securities owned by the Company were rated AAA by a major credit rating
agency. The underlying securities have contractual maturities which generally range from ten to forty years. The auction rate securities are classified as available for sale and are recorded at fair
value. Historically, the carrying value of auction rate securities approximates fair value due to the frequent resetting of the interest rates. The Company has classified $16.7 million of
investments at December 31, 2007 as short-term as these securities represent the investment of funds available for current operations and $48.8 million of our auction rate
securities are classified as long-term at December 31, 2007. Given the recent disruptions in the credit markets and the fact that the liquidity for these types of securities remains
uncertain, we have classified substantially all of our auction rate securities that were not liquidated subsequent to December 31, 2007 as long-term investments in our consolidated
balance sheet as our ability to liquidate such

76

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3.    Investments (in thousands) (Continued)

securities
in the next 12 months is uncertain. All investments were classified as short term at December 31, 2006.

4.    Inventories (in thousands)

December 31,2007

2006Raw materials

$
177

$
159Work-in-progress


1,356


292Finished goods


885


159Total

$
2,418

$
610


5.    Property and Equipment (in thousands)

December 31,2007

2006Machinery and equipment

$
1,008

$
1,230Equipment, tooling and furniture and fixtures


5,882


3,280Software


3,278


3,079Leasehold improvements


896


77511,064


8,364Less: accumulated depreciation and amortization


(5,752
)

(5,447
)Property and equipment, net

$
5,312

$
2,917


Property
and equipment depreciation and amortization expenses for the years 2007, 2006 and 2005 was approximately $1.5 million, $1.2 million and $0.9 million,
respectively. Included in Equipment, tooling and furniture and fixtures at December 31, 2007 were $3.0 million relating to assets held for lease. Accumulated depreciation for these
assets was approximately $0.2 million for the year ended December 31, 2007.

6.    Other Accrued Expenses

On February 27, 2007, we entered into an amendment to the Share Purchase and Call Option Agreement dated January 17, 2004 with Conceptus SAS and
into an amendment to the Distribution Agreement with Conceptus SAS, dated January 17, 2004. Pursuant to the amendment to the Share Purchase and Call Option Agreement, we agreed not to exercise
the call option to acquire Conceptus SAS in 2007 and agreed to exercise our call option to acquire SAS sometime between January 1, 2008 and January 2, 2009 subject to the satisfaction of
certain closing conditions. Pursuant to the amendment to the Distribution Agreement, Conceptus SAS agreed to increase the price they pay to us for the Essureproduct. The difference in price of the
revised Distribution Agreement compared to the previous agreement is being recorded as other accrued
expenses in our consolidated balance sheet and
will be recorded as a reduction of the purchase price of Conceptus SAS. As of December 31, 2007, the balance of the amount recorded in other accrued expenses on our consolidated balance sheet
was $2.2 million.

77

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7.    Commitments and Contingencies

In June 2005, we entered into a Sublease Agreement with Verisity Design, Inc. for the relocation of our headquarters to 331 East Evelyn, Mountain View,
California. The agreement was subject to the Master Landlord's consent within 45 days after delivery of and receipt by Master Landlord of the executed Sublease. On July 19, 2005, SFERS
Real Estate, the Master Landlord, and Verisity Design, Inc. signed a Landlord Consent Agreement allowing the Sublease Agreement between us and Verisity Design, Inc. We are recognizing
the rent expense on a straight-line basis over the life of the lease.

In
addition to the lease agreement for the facility located in Mountain View, we have certain operating leases on automobiles, telephone system and copiers. These leases have terms
expiring from October 2007 through December 2012. Expenses for all leases were approximately $1.5 million, $0.6 million and $0.8 million for the years ended December 31,
2007, 2006 and 2005, respectively.

Aggregate
minimum annual lease commitments under all leases are as follows (in thousands):

2008


9082009


3472010


362011


312012


13Total operating leases commitments

$
1,335


In
2003, we entered into a settlement agreement with Ovion Inc. (see Note 12). Pursuant to the settlement agreement, we were required to pay a license fee of
$2.0 million payable in our common stock in equal installments in the first and second quarters of 2004. In January 2004, we paid $1.0 million in common stock to Ovion and made another
payment of $1.0 million in common stock to Ovion in April 2004. In addition, the settlement agreement provided for a cash payment of $2.0 million in the fourth quarter of 2003 as a
prepaid royalty to be applied against future royalties. We are obligated to pay 3.25% of our cumulative revenue derived from sale of theEssureproducts
in excess of $75.0 million as royalty for a period of ten years starting from the date of settlement.

We
enter into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, we indemnify, hold harmless and agree to reimburse the indemnified
parties for losses suffered or incurred by the indemnified party, generally the business partners or customers, in connection with any trade secret, copyright, patent or other intellectual property
infringement claim by any third party with respect to our products. The term of these indemnification agreements is generally perpetual after the execution of the agreement. The maximum potential
amount of future payments we could be required to make under these agreements is not determinable. We have never incurred costs to defend lawsuits or settle claims related to these indemnification
agreements. As a result, we believe the estimated fair value of these agreements is minimal.

We
have entered into indemnification agreements with our directors and officers that may require us to indemnify our directors and officers against liabilities that may arise by reason
of their status or service as directors or officers, other than liabilities arising from willful misconduct of a culpable nature; to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified; and to make good faith determination whether or not it is practicable for us to obtain directors and officers insurance. We currently have directors
and officers insurance.

78

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7.    Commitments and Contingencies (Continued)

In
addition, we have commitments related to our Phase II clinical study and Pivotal trial, as follows (in thousands):

Payments due by periodTotal

Less than
1 year

1-3 years

4-5 yearsClinical trial obligations

$
2,634

$
1,591

$
1,043

$



8.    Convertible Senior Notes

In February 2007, we issued an aggregate principal amount of $86,250,000 of our 2.25% convertible senior notes due 2027. These notes bear a 2.25% interest per
annum on the principal amount, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2007. Interest accrual on the notes commenced on
February 12, 2007 and during the year ended December 31, 2007, we paid $1.0 million in interest.

The
notes will mature on February 15, 2027, unless earlier redeemed, repurchased or purchased by us or converted, and are convertible into cash and, if applicable, shares of our
common stock based on an initial conversion rate, subject to adjustment, of 35.8616 shares per $1,000 principal amount of notes (which represents an initial conversion price of approximately $27.89
per share), in certain circumstances. Upon conversion, a holder would receive cash up to the principal amount of the note and our common stock in respect of such note's conversion value in excess of
such principal amount. The notes are convertible only in the following circumstances: (1) if the closing sale price of our common stock exceeds 120% of the conversion price during a period as
defined in the indenture; (2) if the average trading price per $1,000 principal amount of the notes is less than or equal to 97% of the average conversion value of the notes during a period as
defined in the indenture; (3) upon the occurrence of specified corporate transactions; (4) if we call the notes for redemption and (5) at an time on or after December 15,
2011 to and including February 15, 2012 and anytime on or after February 15, 2025. Upon a change in control or termination of trading, holders of the notes may require us to repurchase
all or a portion of their Notes for cash at a repurchase price equal to 100% of the principal amount, plus any accrued and unpaid interest. We may not have sufficent funds to pay the interest,
purchase price, repurchase price or principal return when conversion is triggered or note becomes payable under the above terms.

In
connection with the sale and issuance of the notes we incurred debt issuance costs of $3.1 million which is being accreted to interest expense over a five year period.

We
concluded that the embedded stock conversion option is not considered a derivative under Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS No. 133") because the embedded stock conversion option would be recorded in stockholders' equity if it were a freestanding instrument per
Emerging Issues Task Force ("EITF") Issue No. 00-19, "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock" ("EITF
No. 00-19"). We concluded that the notes are accounted for similar to traditional convertible debt (that is, as a combined instrument) because the embedded stock conversion option
meets the requirements of EITF No. 00-19, including the provisions contained in paragraphs 12-32 of EITF No. 00-19. Accordingly, the embedded
stock conversion option is not separated as a derivative.

79

---



CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8.    Convertible Senior Notes (Continued)

In connection with the offering, we entered into convertible note hedge transactions with affiliates of the initial purchasers. These transactions are intended to
reduce the potential dilution to our Company's stockholders upon any future conversion of the notes. The call options, which cost an aggregate $19.4 million, were recorded as a reduction of
additional paid-in capital. We also entered into warrant transactions concurrently with the offering, pursuant to which we sold warrants to purchase our own common stock to the same
counterparties that entered into the convertible note hedge transactions. The convertible note hedge and warrant transactions effectively increased the conversion price of the convertible notes to
approximately $36.47 per share of our
common stock. Proceeds received from the issuance of the warrants of approximately $10.7 million were recorded as an addition to additional paid-in capital.

EITF
No. 00-19 provides that contracts are initially classified as equity if (1) the contract requires physical settlement or net-share settlement,
or (2) the contract gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The settlement terms
of our purchased call options and sold warrant contracts require net share settlement. Based on the guidance from EITF No. 00-19 and SFAS No. 133, the purchased call option
contracts were recorded as a reduction of equity and the warrants were recorded as an addition to equity as of the trade date. SFAS No. 133 states that a reporting entity shall not consider
contracts to be derivative instruments if the contract issued or held by the reporting entity is both indexed to its own stock and classified in stockholders' equity in its statement of financial
position. We concluded the purchased call option contracts and the warrant contracts should be accounted for in stockholders' equity.

9.    Incentive and Stock Plans



In November 1995, our Board of Directors adopted the Employee Stock Purchase Plan (ESPP). The ESPP became effective November 29, 1995. At that time,
200,000 shares were reserved for issuance under the ESPP. The ESPP permits participants to purchase common stock through payroll deductions of up to 10% of an employee's annual base earnings. The
purchase price per share is equal to 85% of the fair market value per share on the participant's entry date into the offering period or, if lower, 85% of the fair market value per share on the
semi-annual purchase date. In March 2004, the Board of Directors approved an amendment to the ESPP to increase the number of shares of common stock reserved for issuance by 150,000 shares.
The stockholders approved this amendment in June 2004, to be effective July 1, 2004. In March 2006, our Board of Directors approved an amendment to the ESPP to increase the number of shares of
Common Stock reserved for issuance by 160,000 shares. This amendment was approved by the stockholders in June 2006. As of December 31, 2007, 425,497 shares had been issued under the ESPP and
84,503 shares were available for future issuance.



In August 2002, the Board of Directors approved the 2002 Non-Qualified Stock Option Plan ("2002 Plan") and amendments to the 2002 Plan were approved
by the Board in March 2003. Under the Amended and Restated 2002 Plan, non-qualified stock options and stock purchase rights may be granted only to the following classes of persons:
(i) except as provided in (ii) below, consultants and employees who are not our officers or directors, and (ii) newly hired employees (including employees who will become our
officers or directors) and who have not previously been employed by us and with

80

---



CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9.    Incentive and Stock Plans (Continued)

respect
to whom options are to be granted as an inducement essential to such employees' entering into employment contracts with us. The 2002 Plan was enacted to address the increased hiring done
during the second half of 2002, primarily in our U.S. sales, professional education and marketing functions. The maximum aggregate number of shares that may be issued upon exercise of options or stock
purchase rights is 1,500,000 shares. In December 2005, the Board of Directors approved an amendment and restatement of the 2002 Plan to provide a fair market value established upon the closing price
on the day of the grant rather than the previous trading day. This amendment became effective immediately after approval and did not require stockholder approval.

Under
the terms of the 2002 Plan, options may be granted with different vesting terms from time to time and all options under the 2002 Plan expire ten years after grant. The options may
include provisions permitting exercise of the option prior to full vesting. As of December 31, 2007, there were no shares that were exercised prior to full vesting. During the fiscal year ended
December 31, 2007, 834 shares of the 2002 Plan were accelerated in connection with the departure of Officers.

In
March 2001, the Board of Directors approved the 2001 Equity Incentive Plan ("2001 Plan") allowing granting of stock options and restricted stock to employees, directors and
consultants. The 2001 Plan provides for the grant of options, restricted stock, stock appreciation rights, performance share awards, dividend equivalents awards, stock payment awards, stock purchase
rights and restricted stock unit awards to our employees, directors and consultants. The 2001 Plan was originally adopted by the Board of Directors on March 21, 2001 with a total of 1,000,000
shares of common stock reserved for issuance thereunder, and was approved by the stockholders in May 2001. In March 2002, the Board of Directors approved an amendment and restatement of the 2001 Plan
to increase the shares reserved for issuance thereunder by an additional 1,000,000 shares, bringing the aggregate number reserved for issuance to 2,000,000 shares of common stock, and to provide for
automatic grants of non-qualified stock options to non-employee directors as had been provided under the 1995 Director's Stock Option Plan. The stockholders approved this
amendment and restatement in May 2002. In April 2003, the Board of Directors approved the Second Amended and Restated 2001 Plan to increase the size of the formula grants to non-employee
directors and to prohibit repricing. The stockholders approved this amendment and restatement in June 2003. In March 2004, the Board of Directors approved the Third Amended and Restated 2001 Plan to
reduce the size of the automatic grants of stock options to non-employee directors and to provide for automatic grants of restricted stock to non-employee directors and to
increase the shares of Common Stock reserved for issuance thereunder by an additional 500,000 shares, bringing the aggregate number reserved for issuance to 2,500,000 shares of common stock. The
stockholders approved this amendment and restatement in June 2004. In November 2004, the Board of Directors approved the Fourth Amended and Restated 2001 Plan to provide for the grant of restricted
stock units and stock appreciation rights. In January 2005, the Board of Directors approved the Fifth Amended and Restated 2001 Plan to provide for a change in the number of shares to be automatically
granted to non-employee directors under the plan. In December 2005, the Board of Directors approved the Sixth Amended and Restated 2001 Plan to establish that the price of future grants be
based on the closing price of our stock on the date of grant, rather than the previous trading day. In February 2006, the Board of Directors approved the Seventh Amended and Restated 2001 Plan to
provide for the increase the annual grant of restricted stock for directors from 2,000 shares to 2,500 shares. In April 2006, the Board of Directors approved the amendment to the Eighth Amended and
Restated 2001 Plan to increase the shares of Common Stock reserved for issuance thereunder by an additional 1,500,000 shares, bringing the aggregate number reserved for

81

---



CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9.    Incentive and Stock Plans (Continued)

issuance
to 4,000,000 shares of Common Stock. This amendment was approved by the stockholders in June 2006.

Under
the terms of the 2001 Plan, incentive stock options may be granted only to employees with exercise prices not less than the fair market value of the common stock on the date of
grant. Stock options and stock appreciation rights may be granted with different vesting terms from time to time but generally provide for vesting of at least 20% of the total number of shares per
year. All options and stock appreciation rights under the 2001 Plan expire ten years after grant, and five years in the case of a grant to a 10% stockholder. Stock appreciation rights are to be
settled in stock. Stock options may include provisions permitting exercise of the option prior to full vesting.. To the extent that the aggregate fair market value of the shares subject to a holder's
incentive stock options exceeds $100,000, the excess options will be treated as non-qualified stock options.

As
of December 31, 2007, there were no shares that were exercised prior to full vesting under the 2001 Plan. In addition, during 2007, 51,654 shares and awards of the 2001 Plan
were accelerated in connection with the departure of officers. We recorded approximately $0.3 million of stock based compensation expense from these accelerated shares and awards during the
year ended December 31, 2007.

On
November 29, 1995, the Board of Directors approved the 1995 Director's Stock Option Plan (the "Directors' Plan"), which allows the granting of options for up to 100,000 shares
of common stock to outside directors. Stock options may be granted to outside directors with exercise prices of not less than fair market value. The options expire ten years from date of grant.
Options granted under the Directors' Plan vest over one or three years. The options are only exercisable while the outside director remains a director.

In
July 1993, the Board of Directors adopted the 1993 Stock Plan (the "1993 Plan"), and amendments to the 1993 Plan were adopted by the Board of Directors in March 1994, May 1995,
October 1995, February 1997 and April 2000 and approved by the stockholders in March 1994, January 1996, May 1997 and May 2000 to allow granting of options up to 3,075,000 shares of common stock in
the aggregate. Stock options granted under the 1993 Plan may be either incentive stock options or non-qualified stock options and can be granted to employees, distributors, consultants and
directors. Incentive stock options may be granted to employees with exercise prices of no less than the fair market value and non-qualified options may be granted at exercise prices of no
less than 85% of the fair market value of the common stock on the date of grant, as determined by the Board of Directors. The options expire no more than 10 years after the date of grant.
Options may be granted with different vesting terms from time to time but generally provide for vesting of at least 25% of the total number of shares per year. The options may include provisions
permitting exercise of the option prior to full vesting. Any unvested shares so purchased shall be subject to repurchase by us at the original exercise price of the option. Such repurchase rights
generally lapse at a minimum rate of 25% per year from the date the option was granted. As of December 31, 2007, there were no shares that are subject to repurchase.

In
April 2004, the Board of Directors approved a nonqualified stock option grant for 125,000 shares of our common stock and a grant of 36,000 shares of restricted stock for
Mr. Ulric E. Cote as a stand-alone inducement grant in connection with his initial commencement of employment with us as Vice President, Sales. In May 2007, the Board of Directors approved a
stock appreciation rights grant of 125,000 shares of our common stock for Mr. Darrin Uecker as a stand-alone inducement grant in

82

---



CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9.    Incentive and Stock Plans (Continued)

connection
with his initial commencement of employment with us as Vice President, R&D and Operations. In October 2007, the Board of Directors approved a stock appreciation rights grant of 100,000
shares of our common stock for Mr. Spencer Roeck as a stand-alone inducement grant in connection with his initial commencement of employment with us as Vice President of International.
Stockholder approval was not required for any of these grants.

As
of December 31, 2007, 101,948 shares remained as available for grant under the 2002 Plan, 908,602 shares remained as available for grant under the 2001 Plan, and no shares
remained available for grant under the 1993 Plan and under the Director's Plan.

83

---



CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9.    Incentive and Stock Plans (Continued)

A
summary of the activity of our 1993, 2001 and 2002 Plans, the 1995 Directors' Plan and stand alone grant activity is as follows:

|                             |                                                              |           |            | Awards Outstanding
|---------------------------- | ------------------------------------------------------------ | --------- | ---------- | ------------------
|
|Balance at December 31, 2004 |                                                              | 870,806   |            | 3,550,344         
|                             | Additional authorized(a)                                     |           | 100,000    |                   
|                             | Options granted(a)                                           |           | (575,100   | )                 
|                             | Restricted stock grants                                      |           | (24,840    | )                 
|                             | Restricted stock issuances                                   |           |           |                   
|                             | Options exercised                                            |           |           |                   
|                             | Options cancelled                                            |           | 467,696    |                   
|                             | Shares repurchased                                           |           | 5,863      |                   
|                             | Options expired                                              |           | (140,113   | )                 
|                             |                                                              |           |            |                   
|Balance at December 31, 2005 |                                                              | 704,312   |            | 3,513,751         
|                             | Additional authorized                                        |           | 1,500,000  |                   
|                             | Options granted                                              |           | (604,500   | )                 
|                             | Restricted stock awards and restricted stock units granted   |           | (291,999   | )                 
|                             | Restricted stock awards issued                               |           |           |                   
|                             | Options exercised(b)                                         |           |           |                   
|                             | Options cancelled and expired(c)                             |           | 206,699    |                   
|                             | Restricted stock awards and restricted stock units cancelled |           | 192,710    |                   
|                             | Restricted stock awards expired                              |           | (24,000    | )                 
|                             | Shares repurchased                                           |           | 13,889     |                   
|                             |                                                              |           |            |                   
|Balance at December 31, 2006 |                                                              | 1,697,111 |            | 3,764,202         
|                             | Additional authorized(d)                                     |           | 225,000    |                   
|                             | Options granted(d)                                           |           | (1,024,490 | )                 
|                             | Restricted stock awards and restricted stock units granted   |           | (60,550    | )                 
|                             | Restricted stock units issued                                |           |           |                   
|                             | Options exercised(e)                                         |           |           |                   
|                             | Stock appreciation rights exercised(e)                       |           | 5,912      |                   
|                             | Options cancelled and expired                                |           | 159,505    |                   
|                             | Restricted stock awards and restricted stock units cancelled |           | 8,062      |                   
|                             |                                                              |           |            |                   
|Balance at December 31, 2007 |                                                              | 1,010,550 |            | 4,186,190         
|                             |                                                              |           |            |                   

---

84

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9.    Incentive and Stock Plans (Continued)

A
summary of the activity for the year ended December 31, 2007 of stock options and stock appreciation rights is as follows:

Options
and Stock
Appreciation
Rights
Outstanding

Weighted-
Average
Exercise Price

Aggregate
Intrinsic
ValueBalance outstanding at December 31, 2006

3,509,413

$
11.18Grants

1,024,490


18.57Exercises

(378,764
)

9.42Cancelled and expired

(159,505
)

14.85Balance outstanding at December 31, 2007

3,995,634


13.10

$
24,886,267Vested and exercisable at December 31, 2007

2,750,254

$
11.60

$
21,143,524


The
following table summarizes information about stock options outstanding and exercisable at December 31, 2007:

Options Outstanding

Options Vested
and ExercisableRange of Exercise Prices

Options
Outstanding

Weighted
Average
Contractual
Remaining
Life (years)

Weighted
Average
Exercise
Price

Options
Vested
and
Exercisable

Weighted
Average
Exercise
Price$1.25-$8.30

427,249

4.20

$
5.68

372,710

$
5.42$8.32-$9.07

419,467

4.83

$
8.93

344,921

$
8.94$9.13-$9.76

100,062

4.54

$
9.41

90,163

$
9.42$9.95-$9.95

630,000

5.29

$
9.95

588,000

$
9.95$9.96-$13.11

444,415

6.12

$
12.42

418,811

$
12.45$13.29-$14.71

410,942

5.69

$
13.74

358,333

$
13.77$14.76-$16.38

399,521

6.75

$
14.88

242,901

$
14.91$16.41-$17.34

56,125

7.57

$
17.12

22,113

$
17.26$18.06-$18.06

481,395

8.79

$
18.06

103,926

$
18.06$18.37-$22.93

626,458

8.05

$
19.45

208,376

$
19.55$1.25-$22.93

3,995,634

6.27

$
13.10

2,750,254

$
11.60


The
weighted average exercise price for options vested and exercisable at December 31, 2006 was $10.82 per share.

We
have reserved 5,250,790 shares of our common stock, which may be issued with respect to outstanding options at December 31, 2007. We had reserved 5,208,557 shares of our common
stock as of December 31, 2006 and there were 2,324,106 options vested and exercisable as of December 31, 2006.

85

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9.    Incentive and Stock Plans (Continued)

In
fiscal year 2007, we granted 5,000 shares of common stock to consultants. We did not grant any shares to consultants during fiscal year 2006. In fiscal year 2005, the grants to
consultants in exchange for services were for 70,000 shares. In accordance with EITF 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
or in Conjunction with Selling, Goods or Services," we have recorded compensation expense related to these stock options. We re-measure the fair value of the options as they vest and
recognize changes in fair value as expense in the period.



Restricted stock award and restricted stock unit activity for the year ended December 31, 2007, is as follows:

Shares
and Units

Weighted-
Average
Grant Date
Fair ValueNonvested stock outstanding at December 31, 2006

333,070

$
17.29Grants

60,550


18.35Vested

(177,616
)

18.87Cancellations

(8,062
)

15.68Nonvested stock outstanding at December 31, 2007

207,942

$
18.35




Under our retirement savings plan ("401K Plan"), employees may elect to defer up to 15% of their total compensation, not to exceed the amount allowed by
applicable Internal Revenue Service regulations. There were no employer contributions to the 401K Plan for the years ended 2007, 2006 and 2005.

10.    Stockholder's Equity

Pursuant to our certificate of incorporation, the Board of Directors will have the authority, without further action by the stockholders, to issue up to 3,000,000
shares of preferred stock, in one or more series. Our Board of Directors shall determine the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of any series.

As
part of the settlement agreement with Ovion Inc. (see Note 12), we were required to pay $2.0 million in common stock for a license fee. The obligation was paid in
equal installments in January and April 2004 for a total of 177,595 shares of common stock.

In
2006, 2005 and 2004, we repurchased 13,889 shares, 5,863 shares and 72,000 shares, respectively, of restricted common stock at par value in accordance with the terms of a restricted
stock agreements. These shares, net of treasury stock grants of 3,421 shares in 2006 and 10,468 shares in 2007 are recorded as treasury stock.

86

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10.    Stockholder's Equity (Continued)

In
August 2005, we closed the sale of a private placement of approximately 3,200,000 shares of common stock at $7.20 per share to institutional investors and $8.10 per share to officers
and directors. Our net proceeds, after fees and other offering costs totaling approximately $0.1 million, were approximately $22.9 million.

11.    Income Taxes

We have recorded no income tax expense for any of the years presented in the Consolidated Statement of Operations due to our recurring losses. As of
December 31, 2007, we had net operating loss carry forwards for federal and state income tax purposes of approximately $207.5 million and $123.6 million, respectively. Of this
amount $3.5 million relates to stock option deductions that will be recognized through additional paid in capital when utilized. As such, these deductions are not reflected in our deferred tax
assets. If not utilized, these carryforwards will begin to expire starting in 2008 for federal purposes and 2012 for state tax purposes. In addition, at December 31, 2007, we had federal and
state research credit carry forwards of approximately $2.6 million and $2.8 million, respectively. If not utilized, the federal tax carryforward will begin to expire in 2008, while the
state carryforward does not expire. Utilization of the net operating losses and credits may be subject to a substantial annual limitation due to the ownership change provisions of the Internal Revenue
Code of 1986, as amended. The annual limitation may result in the expiration of net operating losses and credits before utilization and in the event we have a change of ownership, utilization of the
carryforwards could be restricted.

We
account for income taxes under the asset and liability method set forth by SFAS No. 109 "Accounting for Income Taxes," which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been included in the financial statements. Under the liability method, deferred tax assets and liabilities are determined based
on the difference between the financial statements and tax basis of assets and liabilities.

Deferred
income taxes reflect the net effects of tax carryforward and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and
the amount used for income tax purposes.

Significant
components of our deferred tax assets as of December 31, 2007 and December 31, 2006 are as follows (in thousands):

2007

2006Net operating loss carryforwards

$
72,700

$
72,400Research credits


4,400


4,100Capitalized research and development


6,900


5,900Othernet


3,400


2,500Less: valuation allowance


(87,400
)

(84,900
)Net deferred tax assets

$


$



The
current portion of our deferred tax assets were $3.4 million and $2.5 million as of December 31, 2007 and 2006.

87

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11.    Income Taxes (Continued)

Because
of our lack of earnings history and anticipated future losses, the deferred tax assets have been fully offset by a valuation allowance. The increase in the valuation allowance
was approximately $2.5 million, $5.5 million and $8.0 million during 2007, 2006 and 2005, respectively.

The
reconciliation between our effective tax rate on income from continuing operations and the statutory tax rate is as follows (in thousands):

2007

2006

2005U.S. federal statutory income tax rate

$
(3,945
)
$
(6,286
)
$
(7,412
)Other permanent items


172


117


79Stock based compensation


1,390


693


127Other


32


(186
)

(255
)Valuation Allowance


2,351


5,662


7,461Total income taxes

$


$


$



We
adopted the provisions of FIN 48 on January 1, 2007. The adoption of the provisions of FIN 48 did not have a material impact on our financial position or results
of operations. We file income tax returns in the U.S. and in various state jurisdictions with varying statutes of limitations. We have not been audited by the Internal Revenue Service or any state
income or franchise tax agency. Our federal returns for tax years 2004 and beyond remain subject to examination by the Internal Revenue Service. In addition, all of the net operating losses and
research and development credit carryforwards that may be used in future years are still subject to adjustment.

A
reconciliation of the change in our unrecognized tax benefits ("UTB"), which are recorded as a reduction in the carrying value of the related deferred tax assets is as follows (in
thousands):

|                                                   |  | Federal and
State Tax |       | Federal Tax
Benefit of
State Income
Tax UTBs |   | Unrecognized Income
Tax Benefits-Net of
Federal Benefit of
State UTBs
|-------------------------------------------------- |  | --------------------- | ----- | -------------------------------------------- | - | ---------------------------------------------------------------------
|Balance at January 1, 2007                         |  | $                     |      |                                              | $ |                                                                     
|Addition for tax positions related to current year |  |                       | 2,271 |                                              |   | 357                                                                  
|                                                   |  |                       |       |                                              |   |                                                                      
|Balance at December 31, 2007                       |  | $                     | 2,271 |                                              | $ | 357                                                                  
|                                                   |  |                       |       |                                              |   |                                                                      

We
do not expect our unrecognized tax benefits to change significantly over the next 12 months. In connection with the adoption of FIN 48, the Company will recognize
interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 31, 2007, the Company has not accrued interest or penalties related to
uncertain tax positions.

12.    Legal Proceedings

A third party, Ovion, Inc. ("Ovion"), brought to our attention a patent and certain claims from a pending patent application owned by it. Ovion indicated
it believed that the claims of its patent and application covered theEssuresystem and its use. On October 23, 2003, we entered into a
settlement agreement with Ovion pursuant to which we received a sole, worldwide license to Ovion's patent rights relative to theEssuresystem, and
Ovion may not grant any additional such licenses to other parties. The settlement agreement provided for a cash payment of $2.0 million in the fourth quarter of 2003 as

88

---



CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12.    Legal Proceedings (Continued)

a
prepaid royalty to be applied against future royalties, and a license fee of $2.0 million payable in our common stock in equal installments in the first and second quarters of 2004. In
addition, the settlement agreement provided for the payment of a royalty to Ovion that will be equal to 3.25% of the cumulative net sales of theEssuresystem in excess of $75.0 million for a period of no longer than ten years. In accordance with the terms of the settlement agreement, our prepaid royalties will be fully amortized when
cumulative net sales ofEssuresystem reach $136.5 million, thereby resulting in an effective royalty rate of 1.47%. As of December 31,
2007, the prepaid royalties were fully amortized to cost of goods sold using this effective rate. Prepaid royalties were approximately $0.9 million and $1.5 million as of
December 31, 2006 and 2005, respectively. Ovion was not granted any rights to our intellectual property pursuant to the settlement agreement. The settlement agreement was approved by the U.S.
District Court for the Northern District of California on November 6, 2003.

Despite
the settlement agreement with Ovion, we believe that some or all of Ovion's claims should be included within our own patents and, therefore, requested that the Patent and
Trademark Office ("PTO") declare an interference, which represents a proceeding within the PTO to determine which party was the first to invent and which party is thereby entitled to ownership of the
claims. We believe that we filed our patent applications for theEssuredevice before Ovion filed the application that issued as its patent and that we
are entitled to any patentable claims now appearing in their patent that cover theEssureproduct. We have no knowledge whether the PTO will declare an
interference, whether we invented our product prior to Ovion's date of invention, or whether we will prevail in an interference proceeding if it is declared by the PTO. Future royalties might be
avoided by a favorable interference ruling before the patent office, which might occur if interference is declared and if we are found to have priority of invention.

From
time to time, we are involved in legal proceedings arising in the ordinary course of business. We believe there is no other litigation pending that could have, individually or in
the aggregate, a material adverse effect on our financial position, results of operations or cash flows.

13.    Related Parties

There were no significant related party transactions in 2007 and 2006. During fiscal year 2005, we paid $22,500 to Florence Comité, a member of the
Board of Directors, for the termination of a consulting agreement.

14.    Subsequent Events

On January 7, 2008 (the "Closing Date"), we entered into a Share Purchase Agreement (the "Share Purchase Agreement") with Conceptus SAS, which was entered
into in connection with the exercise of our call option under the existing Share Purchase and Call Option Agreement dated January 17, 2004 and amended on February 27, 2007 and on
November 19, 2007. Pursuant to the Share Purchase Agreement, we acquired all of the outstanding shares of Conceptus SAS on the Closing Date. As a result of this transaction, Conceptus SAS
became as our wholly owned subsidiary and its results of operations will be consolidated with our results of operations starting on January 7, 2008.

As
set forth by the 2004 Agreement and its amendments, the purchase price was determined as: 1.46 times Conceptus SAS' sales revenues for the Company's products for the fiscal year 2007;
plus, the profits made by Conceptus SAS during the period beginning January 1, 2007 and ending December 31, 2007, less any dividends distributed by Conceptus SAS after January 1,
2007, other than the distribution

89

---



CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14.    Subsequent Events (Continued)

approved
by the general meeting of the shareholders of Conceptus SAS pertaining to the profits for fiscal year 2006; less, if applicable, any clawback amount resulting from the difference between the
Unitary Reimbursement Rate (the "Rate") established by the French Official Journal of notice for eachEssuredevice, and €628. Such
clawback will be calculated as follows: If the Rate is equal or above €628, no clawback amount will be due by the Sellers party to us. If the rate is equal or above
€620 and lower than €628, the clawback amount shall be equal to €900,000. If the Rate is equal or above €610 and lower than
€620, the clawback amount shall be equal to €1,100,000. If the Rate is equal or above €600 and lower than €610, the clawback amount
shall be equal to €1,300,000. And, if the Rate is below €600, the clawback amount shall be equal to €1,500,000. All amounts expressed in this item
include Value Added Tax, or VAT.

Pursuant
to the Share Purchase Agreement, we paid on the Closing Date $22.3 million in cash placed in an escrow account, from which $19.8 million was released to the
Sellers on the same date. The amount paid by us constitutes the initial Purchase Price payment and was based on an estimate of Conceptus SAS' sales revenues for the year 2007 prepared in good faith by
Conceptus SAS.

Additionally,
on February 27, 2007, we entered into an amendment to the Share Purchase and Call Option Agreement dated January 17, 2004 with Conceptus SAS and into an
amendment to the Distribution Agreement with Conceptus SAS, dated January 17, 2004. Pursuant to the amendment to the Share Purchase and Call Option Agreement, we agreed not to exercise the call
option to acquire Conceptus SAS in 2007 and agreed to exercise our call option to acquire SAS sometime between January 1, 2008 and January 2, 2009 subject to the satisfaction of certain
closing conditions. Pursuant to the amendment to the Distribution Agreement, Conceptus SAS agreed to increase the price they pay to us for theEssureproduct. The difference in price of the revised Distribution Agreement compared to the previous agreement is being recorded as a current liability in our consolidated balance sheet. As of
December 31, 2007, the balance of this current liability was $2.2 million and will be recorded as a reduction of the purchase price of Conceptus SAS.

We
are still evaluating the final purchase price of Conceptus SAS that will be finalized in the first quarter of 2008.

During
the first quarter of fiscal 2008, we continued to hold auction rate securities in our long term investment portfolio, as described in footnote 1 to these financial statements. On
February 29, 2008, the Company had $48.8 million invested in auction rate securities. All auction rate securities owned by the Company on February 29, 2008 are backed by federal
and state student loans and continue to carry
AAA ratings. The Company continues to earn interest on the investments that failed to settle at auction, at the maximum contractual rate. As of December 31, 2007 the carrying value of these
investments was equal to the fair value. The Company will continue to monitor the value of its auction rate securities each reporting period for a possible impairment if a decline in fair value
occurs.

90

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CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15.    Quarterly Information (unaudited)

Supplementary Data

Quarterly Results of Operations (Unaudited)

|                                       |                      | Three Months Ended |       
|-------------------------------------- | -------------------- | ------------------ | ------
|
|Net Sales                              |                      | $                  | 18,563
|Cost of goods sold                     |                      |                    | 4,422 
|                                       |                      |                    |       
|Gross profit                           |                      |                    | 14,141
|Operating expenses:                    |                      |                    |       
|                                       | Research and         |                    |       
|                                       |                      | development        |       
|                                       | Selling, general and |                    |       
|                                       |                      | administrative     |       
|                                       |                      |                    |       
|                                       | Total operating      |                    |       
|                                       |                      | expenses           |       
|                                       |                      |                    |       
|Operating loss                         |                      |                    | (3,504
|Interest and other income and expenses |                      |                    | 747   
|                                       |                      |                    |       
|Net loss                               |                      | ($                 | 2,757 
|                                       |                      |                    |       
|Basic and diluted net                  |                      |                    |       
|                                       | loss per share       |                    | ($    
|                                       |                      |                    |       
|Weighted average                       |                      |                    |       
|                                       | shares used in       |                    |       
|                                       | computing basic      |                    |       
|                                       | and diluted net      |                    |       
|                                       | loss per share       |                    |       
|                                       |                      |                    |       

91

---



CONCEPTUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Conceptus, Inc.

Schedule II
Schedule of Valuation and Qualifying Accounts
(In thousands)

|                              |                                 | Balance at
Beginning of
Period |   | Charges to
Expenses or
Other Accounts |  | Deductions |   | Balance at End
of Period
|----------------------------- | ------------------------------- | ------------------------------ | - | ------------------------------------- |  | ---------- | - | ------------------------
|Year Ended December 31, 2005: |                                 |                                |   |                                       |  |            |   |                         
|                              | Allowance for doubtful accounts |                                | $ | 62                                    |  | 44         |   |                        
|                              | Reserve for inventories         |                                | $ | 380                                   |  | (147       | ) |                        
|                              |                                 |                                |   |                                       |  |            |   |                         
|Year Ended December 31, 2006: |                                 |                                |   |                                       |  |            |   |                         
|                              | Allowance for doubtful accounts |                                | $ | 106                                   |  | 61         |   |                        
|                              | Reserve for inventories         |                                | $ | 233                                   |  | 136        |   | 280                     
|                              |                                 |                                |   |                                       |  |            |   |                         
|Year Ended December 31, 2007: |                                 |                                |   |                                       |  |            |   |                         
|                              | Allowance for doubtful accounts |                                | $ | 167                                   |  | 264        |   |                        
|                              | Reserve for inventories         |                                | $ | 89                                    |  | 498        |   | 368                     
|                              |                                 |                                |   |                                       |  |            |   |                         

92

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Mountain View, California on this 13th day of March 2008.

| |  | CONCEPTUS, INC.
| |  | ---------------
| |  | By:            

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark Sieczkarek and Gregory E. Lichtwardt, his or her
attorney-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the
same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes may do or cause to be
done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons in the capacities and on the dates indicated.

|Signature                                       |  | Title                                                                         |  | Date          
|----------------------------------------------- |  | ----------------------------------------------------------------------------- |  | --------------
|                                                |  |                                                                               |  |               
|/s/MARK M. SIECZKAREK(Mark M. Sieczkarek)       |  | President, Chief Executive Officer and
Director (Principal Executive Officer) |  | March 13, 2008
|/s/GREGORY E. LICHTWARDT(Gregory E. Lichtwardt) |  | Executive Vice President, Treasurer and
Chief Financial Officer               |  | March 13, 2008
|/s/MICHAEL E. BAKER(Michael E. Baker)           |  | Director                                                                      |  | March 13, 2008
|/s/THOMAS F. BONADIO                            |  |                                                                               |  |               
|(Thomas F. Bonadio)                             |  | Director                                                                      |  | March 13, 2008
|/s/ANNETTE BIANCHI(Annette Bianchi)             |  | Director                                                                      |  | March 13, 2008
|/s/ROBERT V. TONI(Robert V. Toni)               |  | Director                                                                      |  | March 13, 2008
|/s/KATHRYN A. TUNSTALL(Kathryn A. Tunstall)     |  | Director                                                                      |  | March 13, 2008
|/s/PETER L. WILSON(Peter L. Wilson)             |  | Director                                                                      |  | March 13, 2008

93

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EXHIBIT INDEX

|Exhibit
Number |  | Description                                                                                        
|-------------- |  | ---------------------------------------------------------------------------------------------------
|10.35          |  | Amended and Restated Independent Director Equity Compensation Policy.                              
|23.1           |  | Consent of Independent Registered Public Accounting Firm.                                          
|24.1           |  | Power of Attorney (See Page 93 of this Report).                                                    
|31.1           |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|31.2           |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1           |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2           |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

94

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