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Exhibit 10.6.1




FIRST AMENDMENT TO DISTRIBUTION AGREEMENT



This FIRST AMENDMENT TO DISTRIBUTION AGREEMENT (this “Amendment”) is made and entered into as of
March 30, 2007 (the “Effective Amendment Date”) by and between Century Medical, Inc., a Japanese
corporation with its principal place of business located at 1-6-4 Ohsaki, Shinagawa-Ku, Tokyo,
141-8588, Japan (“DISTRIBUTOR”), and Cardica, Inc., a Delaware corporation with its principal place
of business located at 900 Saginaw Drive, Redwood City, California 94063 USA (“COMPANY”).




R E C I T A L S




          WHEREAS, DISTRIBUTOR and COMPANY have entered into that certain Distribution Agreement
effective as of June 16, 2003 (the “Distribution Agreement”), in which COMPANY appointed
DISTRIBUTOR as its exclusive distributor of the Products within the Territory;




          WHEREAS, concurrent with the execution of this Amendment, DISTRIBUTOR and COMPANY are entering
into that certain Amendment No. 2 to Convertible Subordinated Note Agreement, pursuant to which,
among other things, the Maturity Date of the Note (as such terms are defined therein) is being
extended; and




          WHEREAS, in connection therewith, DISTRIBUTOR and COMPANY have agreed to amend certain
provisions contained in the Distribution Agreement;




          NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and subject to and on the terms and conditions herein set forth, the parties hereto
agree as follows:





	A.	 	Definitions. Unless otherwise defined herein, all capitalized terms in this Amendment shall
have the respective meanings ascribed to them in the Distribution Agreement.
	 
	B.	 	Amendment to Section 1.3. Section 1.3 of the Distribution Agreement is hereby deleted in its
entirety and replaced with the following provision:






““First Commercial Sale” shall mean the first sale of the C-Port xA, Distal
Device with the intended maximum shelf life of twelve (12) months or more by
DISTRIBUTOR to a third party in the Territory with all medical device
approvals required to market and sell such Product (“Shonin”) and all
facility accreditation approvals from the Japanese Ministry of Health,
Labour and Welfare (“MHLW”).”




	C.	 	Amendment to Section 1.6. Section 1.6 of the Distribution Agreement is hereby amended by
deleting the phrase “of all Products” from the end of the sentence.





 









 





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	D.	 	Amendment to Section 3. Section 3 of the Distribution Agreement is hereby deleted in its
entirety and replaced with the following provision:






““This Agreement and rights conferred on DISTRIBUTOR hereunder shall come
into effect on the Effective Date. The term of this Agreement for the
Pas-Port, Proximal Device, shall expire on July 31, 2014, and the term
of this Agreement for the C-Port xA, Distal Device, shall remain in
effect until the expiration of the Initial Term. At the end of the
Initial Term, this Agreement shall automatically renew, only with
respect to the C-Port xA, Distal Device, for an additional five (5)
years (the “Renewal Period”) subject to DISTRIBUTOR having met the MPL
for the Distal Device for each Contract Year during the Initial Term as
required under Section 8.6 below.”




	E.	 	Amendment to Section 8.1. Section 8.1 of the Distribution Agreement is hereby deleted in its
entirety and replaced with the following provision:






““COMPANY shall sell the Products to DISTRIBUTOR at the prices set
forth in Schedule 1. Payments on purchase orders shall be due at
the end of the month immediately following the month of shipment of the
Products to DISTRIBUTOR. Payment shall be made by wire transfer in U.S.
funds to an account designated in writing by COMPANY. All shipments of
Products shall be billed to DISTRIBUTOR at the price in effect for each
Product in accordance with this Section 8.1 and Schedule 1, on the
date of DISTRIBUTOR’s purchase order for such Products. COMPANY shall have
the right to change the prices of the Products no more than [*] each
Contract Year consistent with prices charged to third-party international
distributors of the Products, taking into consideration such factors as
exchange rates, device-specific reimbursement rates for the Products in the
Territory, if any, competition, and the like, by notifying DISTRIBUTOR in
writing of any such change at least ninety (90) days prior to the effective
date of any such change. Notwithstanding the foregoing, (i) in no event
shall any price increase exceed [*]% of the then current price for such
Product, and (ii) COMPANY shall maintain the price of the Pas-Port, Proximal
Device, at $[*] until June 17, 2010. Further, DISTRIBUTOR shall have the
right to request a change in price, taking into consideration such factors
as exchange rates, device-specific reimbursement rates for the Products in
the Territory, if any, competition, and the like, by notifying COMPANY in
writing of any such request and the reason for such request which request
COMPANY shall consider in good faith.”





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	F.	 	Schedule 1, Products and Prices. Schedule 1 of the Distribution Agreement, Products and
Prices, is hereby deleted and replaced with a new Schedule 1, attached hereto.
	 
	G.	 	Entire Agreement. Except as specifically modified or amended hereby, the Distribution
Agreement shall remain in full force and effect and, as modified or amended, is hereby
ratified, confirmed and approved. This Amendment and the Distribution Agreement constitute
the entire and final agreement between the Parties on the subject matter hereof and supersede
any and all prior oral or written agreements or discussions on the subject matter hereof.
This Amendment and the Distribution Agreement may not be modified in any respect except in a
writing which states the modification and is signed by both Parties hereto.
	 
	H.	 	Conflicts. This Amendment shall be governed by all the terms and conditions of the
Distribution Agreement. In the event of any conflict between the terms of the Distribution
Agreement and the terms of this Amendment, the terms of this Amendment shall control.





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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the Effective
Amendment Date.




COMPANY:




CARDICA, INC.




	 	 	 	 	 
	/s/ Bernard Hausen	 	 
	  	 	 
	Name:

	 	Bernard Hausen	 	 
	Title:

	 	President and CEO	 	 
	 
	 	 	 	 
	DISTRIBUTOR:	 	 
	 
	 	 	 	 
	CENTURY MEDICAL, INC.	 	 
	 
	 	 	 	 
	/s/ Toshio Konishi	 	 
	  	 	 
	Name:

	 	Toshio Konishi	 	 
	Title:

	 	President & CEO	 	 





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[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.




Schedule 1. Products and Prices




u       $[*] FCA per Pas-Port, Proximal Device.

           In accordance with Section 8.1 of the Distribution Agreement, as amended, this price shall be
valid until June 17, 2010.




u       $[*] FCA per C-Port xA, Distal Device.



If the selling price to DISTRIBUTOR exceeds 80% of COMPANY’s average U.S. selling price, then
DISTRIBUTOR shall have the right to discuss pricing matters with COMPANY. COMPANY shall reasonably
disclose its average U.S. selling price to DISTRIBUTOR upon written request by DISTRIBUTOR.




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