**Exhibit 10.29**

**AMENDMENTTO DISTRIBUTION AGREEMENT**

**BETWEENCONCEPTUS INC. AND CONCEPTUS SAS**

Thisamendment (“**Amendment**”) to the DistributionAgreement (defined below) is effective as of February 27, 2007 (“**Amendment****Effective Date**”)and is made and entered into by and between Conceptus, Inc., having a principal place of business at 331 EastEvelyn Street, Mountain View, California 94041 (“**Conceptus**”),and Conceptus SAS**,** having aprincipal place of business at 7/9 rue du Marechal Foch, Versailles, France (“**Distributor**”).

**RECITALS**

WHEREAS,Conceptus and Distributor have entered into a distribution agreement dated asof January 17, 2004 (“**Distribution Agreement**”)pursuant to which Distributor has the right to distribute products of Conceptusin Europe and other geographic areas specified in the Agreement; and

WHEREAS,in connection with an amendment of even date herewith to the Share Purchase andCall Option Agreement between the Conceptus and the shareholders of Distributor(“**Amendment to the****SharePurchase and Call Option Agreement**”), Conceptus and Distributordesire to amend the Agreement in accordance with the terms and conditions ofthis Amendment to adjust the product price and minimum purchase quantitiesunder the Agreement.

NOW,THEREFORE, in consideration of the foregoing and the promises, representations,and warranties set forth below, the parties agree as follows:

**1.             DEFINITIONS. **All terms with initial capital letters that are notdefined in this Amendment shall have the meanings given them in the Agreement.

**2.             PRICINGAND MINIMUM PURCHASE QUANTITY**

**2.1          Purchase Price**

**2.1.1      **TheDistribution Agreement is amended such that the price for each Essure procedurekit purchased by Distributor on or after the Amendment Effective Date in 2007shall be increased by 61% from the 2007 purchase price specified in ExhibitC, and the price for each such kit purchased in 2008 shall be increased by100% from the 2008 price specified in Exhibit C.  The purchase price for Essure kits purchasedby Distributor during the period from

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January 1, 2009 through 2014 shall be the same as the 2008 purchaseprice as calculated in accordance with this Amendment.

**2.1.2      **NotwithstandingSection 2.1.1 above, Distributor may purchase 400 Essure procedure kitsfor $220USD each in calendar year 2007 solely to provide such kits toDistributor’s sub-distributor in Spain. Distributor will purchase such kits tofulfill such sub-distributor’s order for the kits that such sub-distributorreceives at no charge in connection with the achievement of certain volumesmilestones in Distributor’s contract with such sub-distributor.

**2.1.3      **ForClarity, the pricing for demo kits and other items specified in Exhibit Cof the Distribution Agreement shall remain as specified in Exhibit C.

**2.2          Minimum Purchase Quantity.** TheDistribution Agreement is amended such that the minimum purchase quantity for2007 shall be increased by 200% from the minimum purchase quantity for 2007specified in Exhibit E, and the minimum purchase quantity for 2008 shallbe increased by 184% from the 2008 minimum purchase quantity specified in ExhibitE.  The annual minimum purchasequantity for each calendar year during the period from January 1, 2009 through2014 shall be the same as the minimum purchase quantity for 2008  as calculated in accordance with thisamendment.

**3.             GENERAL**

**3.1         **  This Amendment shall be effective upon theAmendment Effective Date, whereupon the Agreement shall be, and hereby is,amended as set forth herein; provided that this Amendment shall not beeffective, and the parties hereto shall have no obligations under thisAmendment, unless and until the Amendment to the Share Purchase and Call OptionAgreement is executed by Conceptus and the shareholders of Distributor.

**3.2         **Onand after the Amendment Effective Date, each reference in the Agreement to “thisAgreement,” “hereunder,” “hereof,” “herein” or words of like import shall meanand be a reference to the Agreement as amended hereby.

**3.3         **Exceptas expressly amended by this Amendment, the Agreement shall remain in fullforce and effect.

**3.4         **ThisAmendment may be executed in one or more counterparts, each of which shall bedeemed to be an original, but all of which together shall constitute a singleinstrument.

*[Thesignature page is the next page.]*

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INWITNESS WHEREOF, the parties have caused this Amendment to be signed by theirduly authorized representatives.
| CONCEPTUS, INC.                               |                              |
|-----------------------------------------------|-----------------------------------|
|                                          |                              |
| By:                                           | /s/ Mark  Sieczkarek              |   |
|                                          |                              |
| Printed Name:  Mark Sieczkarek                |                              |
|                                          |                              |
| Title: President  and Chief Executive Officer |                              |
| and                                           |                              |
|                                          |                              |
|                                          |                              |
| DISTRIBUTOR                                   |                              |
|                                          |                              |
| By:                                           | /s/ Yves  Guillemain d’Echon |   |
|                                          |                              |   |
| Printed Name: Yves  Guillemain d’Echon   |                              |
|                                          |                              |
| Title: President                              |                              |
|                                               |                                   |  |  |  |

 

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