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Master Consulting Agreement - CONCEPTUS INC - 3-30-1998

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Master  Consulting  Agreement - CONCEPTUS INC - 3-30-1998 Powered By Docstoc
					EXHIBIT 10.24 CONCEPTUS, INC. MASTER CONSULTING AGREEMENT This Agreement is entered into by and between Conceptus, Inc., a Delaware corporation, ("Conceptus"), and Florence Comite, MD (hereinafter "Consultant"), this 10th day of September 1997. It is agreed that the Consultant is performing these services as an employee of and on behalf of Medicine & Health, LLC. In consideration of the mutual promises contained herein, the parties hereto agree as follows: SECTION 1: CONSULTING 1.1 SERVICES. Consultant shall render consulting services in the area of establishment and direction of Scientific Advisory Board, participation on
S/TOP Advisory Board and general consulting on Women's Health issues hereinafter its "Duties"). Consultant shall consult with the Board of Directors, officers, and department heads of Conceptus, and such other personnel as designated by the President of Conceptus, in regard to her Duties.

1.2 SERVICES FOR OTHERS. Consultant shall be free to represent or perform services for other persons during the term of this Agreement, provided that performance of such services does not interfere with Consultant's Duties under this Agreement. However, Consultant agrees that Consultant does not presently perform, and does not intend to perform, during the term of this Agreement, consulting or other services for third parties whose businesses or proposed businesses in any way involve the design or use of products that are or would be competitive with the products or proposed products of Conceptus (except for companies previously disclosed by Consultant to Conceptus in writing). Should Consultant propose to perform consulting or other services for any such third party, Consultant agrees to notify Conceptus in writing in advance (specifying the name of the organization for whom Consultant proposes to perform such services) and to provide information to Conceptus sufficient to allow it to determine if the performance of such services would conflict with areas of interest to Conceptus, or any further services that Conceptus might request of Consultant under this Agreement. 1.3 PAYMENT. Conceptus agrees to pay Consultant for its services to be rendered under this Agreement in accordance with the payment terms set forth in each Project Designation. Conceptus shall reimburse Consultant for her reasonable expenses incurred in the performance of her Duties, including, but not limited to, reasonable expenses for travel and similar items. Conceptus will reimburse Consultant for such reasonable, authorized expenses incurred by Consultant upon the presentation by Consultant, from time to time, of a detailed and itemized account of such expenses substantiated by receipts.

1.4 TERM. This Agreement shall have an initial term of twelve (12) months, commencing on September 10, 1997 and terminating at the close of business on September 9, 1998. This Agreement shall be automatically renewed for additional twelve (12) month terms, on the same terms and conditions as set forth in this Agreement, unless either party gives written notice to the other party not less than sixty (60) days prior to the end of the then current term of such party's intention not to renew this Agreement. In addition, at any time during the term of this Agreement, either party may terminate this Agreement by giving written notice to the other party not less than sixty (60) days prior to the date of termination; provided, however, that if this Agreement is terminated by Conceptus during any twelve (12) month term, Conceptus shall, within thirty (30) days after the date of termination, pay to Consultant all amounts that would have been due to Consultant as set forth on the Project Designation during the remainder of such term of this Agreement. 1.5 INDEPENDENT CONTRACTOR. Consultant's services are to be performed as an independent contractor

1.4 TERM. This Agreement shall have an initial term of twelve (12) months, commencing on September 10, 1997 and terminating at the close of business on September 9, 1998. This Agreement shall be automatically renewed for additional twelve (12) month terms, on the same terms and conditions as set forth in this Agreement, unless either party gives written notice to the other party not less than sixty (60) days prior to the end of the then current term of such party's intention not to renew this Agreement. In addition, at any time during the term of this Agreement, either party may terminate this Agreement by giving written notice to the other party not less than sixty (60) days prior to the date of termination; provided, however, that if this Agreement is terminated by Conceptus during any twelve (12) month term, Conceptus shall, within thirty (30) days after the date of termination, pay to Consultant all amounts that would have been due to Consultant as set forth on the Project Designation during the remainder of such term of this Agreement. 1.5 INDEPENDENT CONTRACTOR. Consultant's services are to be performed as an independent contractor with the customary and usual independence associated therewith and Consultant shall not be deemed to be an employee of Conceptus or to have the authority to enter into any contract on behalf of Conceptus or to otherwise bind Conceptus to any agreement unless expressly authorized in writing to do so. Consultant shall be responsible for payment of all income, social security and other taxes incurred by Consultant. Consultant agrees to indemnify and hold harmless Conceptus to the extent of any obligations imposed by law on Conceptus to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with any payment made to Consultant by Conceptus for Consultant's services provided hereunder. 1.6 NO ASSIGNMENT. Because of the nature of the services to be rendered by Consultant, this Agreement may not be assigned by Consultant without the prior written consent of Conceptus. SECTION 2: CONFIDENTIALITY In consideration of its access to the premises of Conceptus and/or its access to certain Confidential Information of Conceptus, in connection with its business relationship with Conceptus, Consultant hereby represents and agrees as follows: 2.1. CONFIDENTIAL INFORMATION. For purposes of this Agreement, the term "Confidential Information" means: (a) Any information which Conceptus possesses that has been created, discovered or developed by or for Conceptus or which has otherwise been made known to Conceptus, and which has or could have commercial value or utility in the business in which Conceptus is engaged; or (b) Any information that is related to the business of Conceptus and is generally not known by non-Conceptus personnel.

By way of illustration, but not limitation, Confidential Information includes trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements. 2.2 EXCLUSIONS. Notwithstanding the foregoing, the term Confidential Information shall not include: (a) Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Consulting Agreement or any other agreement requiring confidentiality between Conceptus and Consultant; (b) Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and (c) Information known by Consultant prior to its receipt of such information from Conceptus which prior

By way of illustration, but not limitation, Confidential Information includes trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements. 2.2 EXCLUSIONS. Notwithstanding the foregoing, the term Confidential Information shall not include: (a) Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Consulting Agreement or any other agreement requiring confidentiality between Conceptus and Consultant; (b) Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and (c) Information known by Consultant prior to its receipt of such information from Conceptus which prior knowledge can be documented. 2.3 DOCUMENTS. Conceptus and Consultant agree and acknowledge that Consultant shall perform many of her Duties outside the premises of Conceptus. Accordingly, Consultant may possess outside the premises of Conceptus notes, formulas, programs, data, records, machines or other documents or items which contain or constitute Confidential Information and Consultant shall have the right to make reproductions or copies of the same, but only to the extent necessary to perform the Duties. Consultant shall promptly return any such documents or items, along with any reproductions or copies, to Conceptus upon Conceptus's demand or upon termination of this Agreement. 2.4 NO DISCLOSURE. Consultant agrees that Consultant will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of Conceptus, except as may be necessary in the course of its business relationship with Conceptus. Consultant further agrees that Consultant will not use any Confidential Information without the prior written consent of Conceptus, except as may be necessary in the course of its business relationship with Conceptus, and that the provisions of this Section 2.4 shall survive termination of this Agreement. 2.5 PATENTS; COPYRIGHTS. Consultant acknowledges and agrees that all Confidential Information existing or developed by or for Conceptus shall be the sole property of Conceptus, and Conceptus shall be the sole owner of all patent, copyright and other rights and protections in connection therewith. Consultant hereby assigns to Conceptus all right, title and interest that Consultant may have to or acquire in all such Confidential Information. Upon learning of any Confidential Information not already disclosed to Conceptus during the term of this Agreement,

Consultant agrees that Consultant will promptly disclose its knowledge of such Confidential Information to Conceptus. 2.6 OWNERSHIP. Consultant agrees that all Confidential Information that is related to or which results from work performed by Consultant for Conceptus ("Inventions") shall be the sole and exclusive property of Conceptus or its nominees. Conceptus and its nominees shall have the right to use and/or to apply for patents, copyrights or other statutory or common law protections for such Inventions in any and all countries. Consultant further agrees (i) to assist Conceptus in every proper way to obtain and from time to time to enforce such patents, copyrights and other rights and protections relating to Inventions, and (ii) to execute and deliver to Conceptus or its nominee upon request all such documents as Conceptus or its nominee may determine are necessary or appropriate (including assignments of inventions). (Such documents may be necessary to: (a) vest in Conceptus or its nominee clear and marketable title in and to Inventions, (b) apply for, prosecute and obtain patents, copyrights and other rights and protections relating to Inventions, or (c) enforce patents, copyrights and other rights and protections relating to Inventions.) Consultant's obligations pursuant to this Section shall continue

Consultant agrees that Consultant will promptly disclose its knowledge of such Confidential Information to Conceptus. 2.6 OWNERSHIP. Consultant agrees that all Confidential Information that is related to or which results from work performed by Consultant for Conceptus ("Inventions") shall be the sole and exclusive property of Conceptus or its nominees. Conceptus and its nominees shall have the right to use and/or to apply for patents, copyrights or other statutory or common law protections for such Inventions in any and all countries. Consultant further agrees (i) to assist Conceptus in every proper way to obtain and from time to time to enforce such patents, copyrights and other rights and protections relating to Inventions, and (ii) to execute and deliver to Conceptus or its nominee upon request all such documents as Conceptus or its nominee may determine are necessary or appropriate (including assignments of inventions). (Such documents may be necessary to: (a) vest in Conceptus or its nominee clear and marketable title in and to Inventions, (b) apply for, prosecute and obtain patents, copyrights and other rights and protections relating to Inventions, or (c) enforce patents, copyrights and other rights and protections relating to Inventions.) Consultant's obligations pursuant to this Section shall continue beyond the termination of its consulting relationship with Conceptus, but Conceptus agrees to compensate Consultant after the termination of the consulting relationship at a reasonable rate for time actually spent or expenses incurred by Consultant at Conceptus's request. 2.7 LIMITS OF APPLICATION. Consultant has been informed and understands that the provisions of Section 2.5 above do not apply to any Invention that qualifies in all respects under Section 2870 of the California Labor Code, which provides: "(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those that either: (i) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer. (ii) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable." 2.8 PURSUIT OF INVENTIONS (a) The Consultant shall promptly disclose to Conceptus in writing all Inventions, patentable or unpatentable, that the Consultant conceives and/or reduces to practice, either solely or jointly with Conceptus, during the term of this Agreement.

(b) Within one hundred twenty (120) days after the Consultant discloses and Invention to Conceptus, Conceptus shall notify Consultant whether Conceptus will attempt to develop the Invention into a commercial product. If Conceptus notifies Consultant that it will not attempt to develop the Invention into a commercial product, then Conceptus shall promptly assign to Consultant all the right, title, and interest therein held by Conceptus pursuant to Section 2.5 hereof. If Conceptus notifies Consultant that it will attempt to develop the Invention into a commercial product, then Conceptus shall: (i) Make reasonable efforts consistent with Conceptus's business plans and resources to develop the Invention into a commercial product, provided, however, that Conceptus shall be free to terminate such efforts at any time in which case Conceptus shall, if Consultant so desires, assign to Consultant all right, title and interest therein held by Conceptus; (ii) If the Invention is deemed patentable under U.S. law by Conceptus's patent attorneys, promptly file for and diligently seek U.S. patent coverage for the Invention, provided, however that Conceptus shall be free at any time

(b) Within one hundred twenty (120) days after the Consultant discloses and Invention to Conceptus, Conceptus shall notify Consultant whether Conceptus will attempt to develop the Invention into a commercial product. If Conceptus notifies Consultant that it will not attempt to develop the Invention into a commercial product, then Conceptus shall promptly assign to Consultant all the right, title, and interest therein held by Conceptus pursuant to Section 2.5 hereof. If Conceptus notifies Consultant that it will attempt to develop the Invention into a commercial product, then Conceptus shall: (i) Make reasonable efforts consistent with Conceptus's business plans and resources to develop the Invention into a commercial product, provided, however, that Conceptus shall be free to terminate such efforts at any time in which case Conceptus shall, if Consultant so desires, assign to Consultant all right, title and interest therein held by Conceptus; (ii) If the Invention is deemed patentable under U.S. law by Conceptus's patent attorneys, promptly file for and diligently seek U.S. patent coverage for the Invention, provided, however that Conceptus shall be free at any time to cease such efforts, in which case Conceptus shall, if consultant so desires, assign any patent/patent applications on the Invention to Consultant; and (iii) Pay Consultant royalties on the Invention as follows: (A) If the Invention is patented in the United States and Consultant is the sole inventor thereof, four percent (4%) of Conceptus's net sales price for product covered by the patent, for the duration of the patent (as used herein "net sales price" shall mean the gross invoice price for the product less the sum of the following deductions, where applicable: case, trade, or quantity discounts; sales, use, tariff, import/export duties or other excise taxes imposed upon sales; transportation charges and allowance or credits to customers or distributions for rejections or returns); or (B) If the Invention is not patented in the U.S. and consultant is the sole inventor thereof, three percent (3%) of Conceptus's net sales price for the product covered by the Invention for a period of five (5) years from the first commercial sale of such product; or (C) If the Invention is patented in the U.S. and Consultant is a joint inventor thereof with Conceptus, two percent (2%) of Conceptus's net sales price for the product covered by the patent for the duration of the patent; or (D) If the Invention is not patented in the U.S. and Consultant is a joint inventor thereof with Conceptus, two percent (2%) of Conceptus's net sales price for the product covered by the Invention for a period of five (5) years from the first commercial sale of the product. Royalties shall be paid on a calendar year basis for sales of the invention made in the preceding year.

2.9 NO CONFLICTING AGREEMENTS. Consultant represents that Consultant has not brought, and will not bring, to Conceptus, and will not use in the performance of its responsibilities for Conceptus, any materials or documents of a former employer that are not generally available to the public, unless Consultant has obtained the express written consent of such former employer for Consultant's possession and use of such materials or documents for the specific purposes that Consultant proposes to make of such materials or documents under this Agreement. Moreover, Consultant represents that its performance of this Agreement and the performance of its Duties as a consultant of Conceptus does not and will not breach any agreement or relationship of trust and confidence Consultant may have with any third party, whether oral, written or implied. Consultant agrees that Consultant has not entered into and will not enter into any agreement in conflict with this Agreement. 2.10 PUBLICATION. Consultant shall not submit for publication or publish any scientific writing, oral presentation, poster session or any similar disclosure of results or conclusions resulting from the services performed under this Agreement without the prior express written consent of Conceptus. 2.11 REMEDIES. Consultant understands that, in the event Consultant fails to comply with this Article 2 of this Agreement, Conceptus may suffer irreparable harm that may not be adequately compensated by monetary damages. Accordingly, Consultant agrees that, in the event of its breach or threatened breach of any term of this

2.9 NO CONFLICTING AGREEMENTS. Consultant represents that Consultant has not brought, and will not bring, to Conceptus, and will not use in the performance of its responsibilities for Conceptus, any materials or documents of a former employer that are not generally available to the public, unless Consultant has obtained the express written consent of such former employer for Consultant's possession and use of such materials or documents for the specific purposes that Consultant proposes to make of such materials or documents under this Agreement. Moreover, Consultant represents that its performance of this Agreement and the performance of its Duties as a consultant of Conceptus does not and will not breach any agreement or relationship of trust and confidence Consultant may have with any third party, whether oral, written or implied. Consultant agrees that Consultant has not entered into and will not enter into any agreement in conflict with this Agreement. 2.10 PUBLICATION. Consultant shall not submit for publication or publish any scientific writing, oral presentation, poster session or any similar disclosure of results or conclusions resulting from the services performed under this Agreement without the prior express written consent of Conceptus. 2.11 REMEDIES. Consultant understands that, in the event Consultant fails to comply with this Article 2 of this Agreement, Conceptus may suffer irreparable harm that may not be adequately compensated by monetary damages. Accordingly, Consultant agrees that, in the event of its breach or threatened breach of any term of this Article 2, Conceptus shall be entitled to injunctive or other preliminary or equitable relief in addition to such other remedies as may be available to Conceptus for such breach or threatened breach, including damages. SECTION 3: MISCELLANEOUS 3.1 ACTIONS; EXPENSES. In the event of any action at law or in equity to enforce the provisions of this Agreement, the unsuccessful party shall pay to the other reasonable costs and expenses so incurred, including attorneys' fees. 3.2 GOVERNING LAW. This Agreement shall be construed in accordance with and governed by the laws of the State of California. 3.3 ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement ( including the Project Designation attached as Exhibit A hereto) expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or a waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of Agreement.

Consultant and Conceptus hereby accept and agree to the above terms and acknowledge receipt of a copy of this Agreement. CONCEPTUS, INC. (HIRING AUTHORITY)
By: /s/ Kathryn Tunstall -----------------------------------------Kathryn Tunstall ---------------------------------------President & CEO ---------------------------------------

Name:

Title:

Address:

1021 Howard Avenue San Carlos, CA 94070 Telephone: (415) 802-7240

Consultant and Conceptus hereby accept and agree to the above terms and acknowledge receipt of a copy of this Agreement. CONCEPTUS, INC. (HIRING AUTHORITY)
By: /s/ Kathryn Tunstall -----------------------------------------Kathryn Tunstall ---------------------------------------President & CEO ---------------------------------------

Name:

Title:

Address:

1021 Howard Avenue San Carlos, CA 94070 Telephone: (415) 802-7240

CONCEPTUS, INC. (CHIEF FINANCIAL OFFICER)
By: /s/ Sanford Fitch -----------------------------------------Sanford Fitch ---------------------------------------Chief Financial Officer ---------------------------------------

Name:

Title:

Address:

1021 Howard Avenue San Carlos, CA 94070 Telephone: (415) 802-7240

"CONSULTANT"
By: /s/ Dr. Florence Comite -----------------------------------------Dr. Florence Comite ----------------------------------------

Name:

Address:

Women's Health at Yale 40 Temple Street, Suite 3D New Haven, CT 06510 Telephone: (203) 764-9868

EXHIBIT A PROJECT DESIGNATION 1. DESCRIPTION OF PROJECT: Establishment and direction of Scientific Advisory Board
Participation on S/Top Advisory Board Consulting on Women's Health Issues

EXHIBIT A PROJECT DESIGNATION 1. DESCRIPTION OF PROJECT: Establishment and direction of Scientific Advisory Board
Participation on S/Top Advisory Board Consulting on Women's Health Issues

2. TIME DEVOTED TO PROJECT: Two (2) days per month Up to twenty-four (24) additional days per year to include trips to Conceptus and travel on behalf of Conceptus. 3. COMPENSATION: An annual stipend of $72,000 (a) PAYMENT SCHEDULE: To be paid on monthly basis, $6,000 per month to Medicine and Health Today, L.L.C. (b) EXPENSES AUTHORIZED FOR REIMBURSEMENT BY CONCEPTUS: Out-of-pocket expenses, including local travel and local telephone calls, shall be reimbursed by Conceptus. Conceptus shall reimburse Consultant for any out-of-area travel and long-distance telephone calls, including car and cellular telephone calls. 4. DURATION OF PROJECT: One year

Signatures: CONCEPTUS, INC. (HIRING AUTHORITY)
By: /s/ Kathryn Tunstall -------------------------------------Kathryn Tunstall -----------------------------------President & CEO -----------------------------------

Name:

Title:

Address:

1021 Howard Avenue San Carlos, CA 94070 Telephone: (415) 802-7240

CONCEPTUS, INC. (CHIEF FINANCIAL OFFICER)
By: /s/ Sanford Fitch -------------------------------------Sanford Fitch -----------------------------------Chief Financial Officer -----------------------------------

Name:

Title:

Address:

1021 Howard Avenue San Carlos, CA 94070 Telephone: (415) 802-7240

Signatures: CONCEPTUS, INC. (HIRING AUTHORITY)
By: /s/ Kathryn Tunstall -------------------------------------Kathryn Tunstall -----------------------------------President & CEO -----------------------------------

Name:

Title:

Address:

1021 Howard Avenue San Carlos, CA 94070 Telephone: (415) 802-7240

CONCEPTUS, INC. (CHIEF FINANCIAL OFFICER)
By: /s/ Sanford Fitch -------------------------------------Sanford Fitch -----------------------------------Chief Financial Officer -----------------------------------

Name:

Title:

1021 Howard Avenue San Carlos, CA 94070 Telephone: (415) 802-7240

Address:

"CONSULTANT"
By: /s/ Dr. Florence Comite -------------------------------------Dr. Florence Comite ------------------------------------

Name:

Address:

Women's Health at Yale 40 Temple Street, Suite 3D New Haven, CT 06510 Telephone: (203) 764-9868

EXHIBIT 10.25 MANUFACTURING TRANSITION AGREEMENT This Agreement (the "Agreement") is made as of the 1st day of October, 1997 (the "Effective Date"), by and among Medical Scientific, Inc., a Massachusetts corporation having a principal place of business at 125 John Hancock Road, Taunton, Massachusetts 02780 ("MSI"), Conceptus, Inc., a Delaware corporation having a principal place of business at 1021 Howard Avenue, San Carlos, California 94070 ("Conceptus"), and

EXHIBIT 10.25 MANUFACTURING TRANSITION AGREEMENT This Agreement (the "Agreement") is made as of the 1st day of October, 1997 (the "Effective Date"), by and among Medical Scientific, Inc., a Massachusetts corporation having a principal place of business at 125 John Hancock Road, Taunton, Massachusetts 02780 ("MSI"), Conceptus, Inc., a Delaware corporation having a principal place of business at 1021 Howard Avenue, San Carlos, California 94070 ("Conceptus"), and Microgyn, Inc., a Massachusetts corporation and wholly owned subsidiary of Conceptus ("Microgyn"). (Conceptus and Microgyn are collectively referred to hereinafter as the "Company.") WITNESSETH WHEREAS, the Company and MSI desire to terminate or amend certain agreements between them; and WHEREAS, Microgyn desires to acquire certain manufacturing know-how of MSI; and WHEREAS, MSI is willing to exchange such manufacturing know-how for certain payments and other consideration from the Company; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows: ARTICLE I TERMINATION, RELEASE AND AMENDMENT OF AGREEMENTS A. Termination of Agreements. MSI and Microgyn hereby agree to terminate effective as of the Effective Date, (i) the Manufacturing Agreement, dated July 23, 1996 (the "Manufacturing Agreement"), and (ii) the Sublicense Agreement, dated July 23, 1996 (the "Sublicense Agreement"), each entered into by them, upon the terms and conditions contained herein and those contained in the Royalty Agreement, dated as of October 1, 1997, the form of which is attached hereto as EXHIBIT A (the "Royalty Agreement"), entered into by MSI and the Company simultaneously with this Agreement. MSI and Microgyn acknowledge and agree that, after termination, neither party shall have any further rights or obligations under either the Manufacturing Agreement or the Sublicense Agreement, except for the respective indemnification and confidentiality provisions of such agreements which survive termination of such agreements. B. Release of Promissory Note. In connection with the termination of the Manufacturing Agreement, the Company further agrees that the obligation of MSI payable to Conceptus, in the principal amount of $800,000, plus accrued interest thereon is hereby terminated, provided, that, during the period lasting for 93 days after the date this Agreement is executed by the parties, November 14, 1997, MSI neither files a petition in bankruptcy nor has filed, or consents to the filing, against it of a petition of bankruptcy which is not dismissed within 60 days, or a petition to take advantage of any insolvency nor makes an assignment for the benefit of creditors.

C. Amendment of Agreements. 1. In connection with the termination of the Sublicense Agreement, the Company and MSI also agree that Section 1(b)(ii) of the Non-Competition Agreement by and among MSI, Conceptus and Microgyn dated as of November 26, 1996 (the "Non-Competition Agreement"), is hereby amended to read in its entirety as follows: The "Competing Business" shall mean the design, manufacture, and/or marketing of products in the field of gynecology and urology directly or indirectly competitive with the Microgyn Sheath System as described in the

C. Amendment of Agreements. 1. In connection with the termination of the Sublicense Agreement, the Company and MSI also agree that Section 1(b)(ii) of the Non-Competition Agreement by and among MSI, Conceptus and Microgyn dated as of November 26, 1996 (the "Non-Competition Agreement"), is hereby amended to read in its entirety as follows: The "Competing Business" shall mean the design, manufacture, and/or marketing of products in the field of gynecology and urology directly or indirectly competitive with the Microgyn Sheath System as described in the Microgyn Business Plan dated as of July 1996, including components thereof and materials incorporated therein. In all other respects, the Non-Competition Agreement shall remain in full force and effect. 2. MSI and Microgyn further agree that the second sentence of Article IV of the Joint Ownership and CrossLicense Agreement, dated July 23, 1996 (the "Joint Ownership and Cross-License Agreement"), entered into by them, is hereby amended to read in its entirety as follows: All such filings shall be in the name of Microgyn and/or Conceptus, Inc., the parent company of Microgyn, and all marketing and sales rights or privileges obtained as a result of such approvals shall accrue solely to Microgyn and Conceptus, Inc. In all other respects, the Joint Ownership and Cross-License Agreement shall remain in full force and effect. ARTICLE II MANUFACTURE OF THE PRODUCTS A. Products. During the term of this Agreement, MSI agrees to manufacture and to sell the Products (as defined herein) exclusively to the Company, and the Company agrees to purchase such Products from MSI. For purposes of this Agreement, "Products" shall mean those products with the specifications described on attached EXHIBIT B (the "Existing Products") as well as those products currently only described on EXHIBIT B, whose specifications shall be attached to EXHIBIT B once such specifications are developed by MSI and the Company (the "New Products"). (The specifications for the Products are referred to herein as the "Product Specifications.") B. License to Manufacture. During the term of this Agreement, the Company grants to MSI a non-royalty bearing license to use any Company proprietary technology, whether owned or licensed by the Company, necessary to manufacture the Products exclusively for the Company. C. Manufacturing Facility. 1. MSI will manufacture the Products in accordance with (i) the Product Specifications; (ii) Good Manufacturing Practices ("GMP") as required by the United States Food, Drug and Cosmetic Act, as amended (the "Act"); and (iii) pertinent rules and regulations of the United States Food and Drug Administration ("FDA"). 2. MSI will not make any changes, that would potentially affect Product safety or efficacy, in its manufacturing processes or procedures with respect to the Products or the Product Specifications -2-

without the Company's prior written approval. The Company agrees, however, to respond by facsimile to any change requests made by MSI within 24 hours of receipt of such requests. 3. The Company shall have the right to have qualified employees or agents of the Company present at MSI's plant at all times during normal business hours to inspect MSI's facilities and manufacturing procedures for

without the Company's prior written approval. The Company agrees, however, to respond by facsimile to any change requests made by MSI within 24 hours of receipt of such requests. 3. The Company shall have the right to have qualified employees or agents of the Company present at MSI's plant at all times during normal business hours to inspect MSI's facilities and manufacturing procedures for compliance with GMP and the Company's quality assurance requirements and to inspect MSI's inventory of Products, work-in-process, raw materials to be used for Products, production records and such other matters as may be pertinent to proper quality assurance of Products to be delivered hereunder. 4. MSI will permit authorized representatives of the FDA to inspect MSI's plant and production facilities relating to or used in connection with the manufacture of Products and will promptly notify the Company when MSI receives notice of any such inspection. MSI will advise the Company of the findings of any FDA inspection and will immediately take steps to correct any deficiencies found by the FDA relating to the manufacture of the Products. ARTICLE III FUNDING FOR MANUFACTURING OPERATIONS A. Funding During the period commencing on the Effective Date and continuing until the earlier of (i) the Transfer Completion Date (as defined below) or (ii) March 31, 1998, unless earlier terminated pursuant to Article X (the "Manufacturing Transition Period"), the Company shall pay the direct and indirect costs associated with the manufacture of the Products and specified on EXHIBITS D and E attached hereto and incorporated herein by this reference. 1. The Company shall purchase all raw materials, subassemblies and components necessary for MSI to manufacture the Products (the "Materials"). Until MSI completes a physical inventory of the Materials it has on hand (the "Materials Inventory"), MSI shall order the Materials on behalf of the Company and instruct the various vendors to invoice the Company directly for Materials to be received before November 1, 1997. To the extent that vendors require that MSI purchase the Materials, the Company shall pay to MSI by wire transfer upon receipt of copies of invoices from such vendors the amounts due for the Materials provided. In addition, following completion of the Materials Inventory by MSI on or about October 30, 1997, the Company shall reimburse MSI for the cost of all Materials on hand not previously paid for by the Company; provided, however, the Company shall have the right, within five days after MSI's completion of the Materials Inventory, to verify the Materials Inventory information provided by MSI. Thereafter, the Company will order all Materials in coordination with MSI. 2. Concurrently with the Materials inventory to be taken on or about October 30, 1997, MSI shall take a physical inventory of its work-in-process of the Products and finished goods of the Products (the "Product Inventory"). The Company and MSI shall agree on a value of the Product Inventory based on the direct Materials and labor costs and the Company shall thereafter purchase the Product Inventory from MSI; provided, however, the Company shall have the right, within five days after MSI's completion of the Product Inventory, to verify the Product Inventory information provided by MSI. The purchase price shall be the agreed upon value less any direct labor costs included in said value which were previously paid for by the Company. 3. The Company shall prepay the sum of $93,937.00, adjusted as provided below (the "Overhead Prepayment"), by wire transfer to MSI on the last day of each calendar month during the -3-

Manufacturing Transition Period (but not including the last day of the Manufacturing Transition Period) to cover MSI's costs, as specified on EXHIBIT D, which includes the salaries of the MSI production employees listed on EXHIBIT E, associated with the manufacture of the Products for the succeeding calendar month. MSI acknowledges that the Company has already paid an aggregate of $187,874.00 by wire transfer to MSI to cover MSI's costs associated with the manufacture of the Products for the months of October and November. Prior to

Manufacturing Transition Period (but not including the last day of the Manufacturing Transition Period) to cover MSI's costs, as specified on EXHIBIT D, which includes the salaries of the MSI production employees listed on EXHIBIT E, associated with the manufacture of the Products for the succeeding calendar month. MSI acknowledges that the Company has already paid an aggregate of $187,874.00 by wire transfer to MSI to cover MSI's costs associated with the manufacture of the Products for the months of October and November. Prior to each succeeding payment date, MSI shall reconcile the prior month's actual direct labor costs and related payroll taxes and employee benefits with the estimated amount of direct labor costs and related payroll taxes and employee benefits included in the prior month's Overhead Prepayment and advise the Company of any differences. The next Overhead Prepayment due from the Company shall be adjusted to reflect such differences. MSI acknowledges that the Overhead Prepayments required by this provision shall cease upon the termination of this Agreement; provided, however, the Company agrees to pay the salaries of the MSI production employees listed on EXHIBIT E through March 31, 1998 so long as this Agreement is not terminated as a result of a material breach by MSI. MSI further acknowledges that if this Agreement is terminated in the middle of a calendar month, any Overhead Prepayment in excess of the salaries of the MSI production employees ("Excess Overhead Prepayment") made by the Company shall be pro rated for such partial month and the unused balance of the Overhead Prepayment shall be offset against the Cash Component of the Purchase Price (as defined below) and/or royalties, if any, owed to MSI pursuant to the Royalty Agreement. 4. The Company shall also make a one-time payment of $6,000 to MSI upon the signing of this Agreement for certain nonrecurring indirect costs. Additionally, the Company agrees to pay via wire transfer to MSI within seven days of receipt of copies of invoices therefor all consulting and professional fees (not including legal fees) incurred after the Effective Date, as specified on EXHIBIT F or as approved in writing in advance by the Company, related to (i) the manufacture or regulatory compliance of the Products and (ii) the accounting and record keeping for the Products. 5. The Company shall have the right, twice during the term of this Agreement, and upon reasonable notice and during normal business hours, to have qualified employees or agents of the Company audit all books, records and documentation, however prepared and regardless of storage medium, relating to MSI's labor and Materials costs for manufacturing the Products for the purpose of assessing and confirming those costs. All information audited pursuant to this provision shall be considered Confidential Information for the purposes of Article IX hereof. 6. MSI acknowledges that the Company owns all the capital equipment listed on EXHIBIT G hereof. Upon termination of this Agreement, MSI agrees that it will, upon the Company's instruction, promptly assemble and package all such equipment and the Materials and Product Inventories and ship, at the Company's expense, such equipment and inventories within five business days of the date of the Company's instruction, to a location specified by the Company via a carrier selected by the Company. ARTICLE IV UNIT PRODUCTION AND PRODUCT SHIPMENT A. Unit Production. During the term of this Agreement, MSI shall produce on an aggregate basis through December 31, 1997, at least 50% of the number of units of each Existing Product as specified on EXHIBIT C (the "Minimum Required Units"), and will use its best efforts to produce 100% of the number of units of each New Product as specified on EXHIBIT C (the "Target Units") as of the last day of each calendar month thereafter. Any failure of MSI to produce the Minimum Required Units for any of the Existing Products or to use its best efforts to produce the Target Units for any of the New Products, other than a failure which is due to any factor or factors outside of MSI's control, shall be deemed a material breach of this Agreement by MSI. -4-

B. Passage of Title and Shipping Costs. All shipments of Products to the Company or its customers shall be F.O.B. MSI's Taunton, Massachusetts facility, and all shipping costs, duties, fees and taxes, other than taxes payable by MSI based upon its income or

B. Passage of Title and Shipping Costs. All shipments of Products to the Company or its customers shall be F.O.B. MSI's Taunton, Massachusetts facility, and all shipping costs, duties, fees and taxes, other than taxes payable by MSI based upon its income or assets, in connection with such sales and shipments shall be the sole responsibility of the Company. Except for units of Products shipped during the month of October 1997, MSI shall not invoice the Company for the cost of such units because the Company shall have already paid such costs pursuant to Article III of this Agreement; provided, however, the Company shall be obligated to pay the Unit Payment (as defined below) as provided in Section C of this Article IV. The parties shall agree to a price to be paid for units of Products shipped during the month of October 1997. C. Unit Payments. As an additional incentive to MSI to ship at least the Minimum Required Units to the Company as soon as possible and as additional consideration for the transfer of the Manufacturing Know-How by MSI, the Company agrees to pay to MSI the following amounts (each, a "Unit Payment"): (i) for each unit shipped in October 1997, $20 per unit; (ii) for each unit shipped in November 1997, $15 per unit; and (iii) for each unit shipped during the remainder of the Manufacturing Transition Period, $10 per unit. The Company shall pay the Units Payments promptly after it has received, inspected and accepted the units shipped; provided, however, the Company shall not pay the Unit Payment for any units shipped in excess of the aggregate number of units by Product specified in EXHIBIT C. The Company agrees that it will inspect all units promptly upon receipt and that any units not rejected and returned to MSI within seven business days of receipt shall be deemed accepted. D. Employee Bonus Pool. As an incentive to MSI employees to manufacture Products in accordance with the respective Product Specifications, the Company agrees to pay to MSI each month during the Manufacturing Transition Period for creation of an employee bonus pool (the "Bonus Pool") an amount equal to three dollars ($3.00) per unit of Product manufactured by MSI in accordance with the respective Product Specifications, as determined by the Company upon receipt and inspection of the units. MSI agrees to set up the Bonus Pool, to deposit all amounts paid by Conceptus pursuant to this Section D in the Bonus Pool and to distribute the entire Bonus Pool pro rata to its production employees listed on EXHIBIT E. ARTICLE V TRANSFER OF MANUFACTURING KNOW-HOW A. Manufacturing Know-How. For the purposes of this Agreement, the term "Manufacturing Know-How" shall mean all documentation, information, techniques, technologies and "know-how" owned or licensed by MSI relating to the manufacture of the Products. B. Transfer of Manufacturing Know-How. As of the Effective Date, MSI hereby assigns and transfers to Microgyn, free and clear of all liens, mortgages, encumbrances and charges, all of MSI's intellectual property rights (including, without limitation, collectively, worldwide patents, trade secrets, copyrights, trademarks, mask work rights, moral rights, trade names, rights in trade dress, and all other intellectual property rights and proprietary rights, whether arising under the laws of the United States or any other state, country or jurisdiction, including all rights or causes of action for infringement or misappropriation of any of the foregoing ("Intellectual Property Rights")) to the Manufacturing Know-How. -5-

C. License of Manufacturing Know-How. As of the Transfer Completion Date (as defined below), Microgyn hereby grants to MSI an exclusive,

C. License of Manufacturing Know-How. As of the Transfer Completion Date (as defined below), Microgyn hereby grants to MSI an exclusive, worldwide, irrevocable, fully-paid license to use, modify and improve the Manufacturing Know-How in MSI's Field of Use (as such term is defined in the Joint Ownership and Cross-License Agreement). D. Cooperation of MSI. During the Manufacturing Transition Period, MSI shall use its best efforts to cooperate with the Company in transferring the Manufacturing Know-How to Microgyn. MSI shall take all steps necessary to help establish the Company or a third party selected by the Company as a manufacturing facility to manufacture the Products for the Company. E. Purchase Price. In consideration for the transfer of the Manufacturing Know-How by MSI, the Company will, as of the date on which the Company determines, in its sole discretion, that the transfer of the Manufacturing Know-How is completed, as evidenced by the commencement of full commercial production of the Products by the Company or a third party (the "Transfer Completion Date"): 1. pay in cash by wire transfer the following (the "Cash Component"):
Transfer Completion Date -----------------------October, 1997 November, 1997 December, 1997 January, 1998 February, 1998 March, 1998 Amount in Cash -------------$283,000 $225,000 $165,000 $120,000 $80,000 $40,000

provided, however, the Cash Component shall be pro rated if the Transfer Completion Date shall occur in the middle of a calendar month; provided, further, the Cash Component shall be reduced by any unused balance of the Excess Overhead Prepayment; PLUS 2. pay the royalties as provided in the Royalty Agreement; provided, however, the royalties may be reduced by any unused balance of the Excess Overhead Prepayment that is not offset against the Cash Component. -6-

ARTICLE VI REGULATORY MATTERS A. Traceability. MSI and the Company shall each maintain such traceability records with respect to the Products as shall be necessary to comply with applicable GMP regulations, including but not limited to master device and lot history records. B. Complaint Files. Each of MSI and the Company shall maintain appropriate complaint files relating to the Products manufactured by MSI pursuant to this Agreement and each shall promptly report in writing to the other any complaint related to Product quality. C. Reliability Reporting.

ARTICLE VI REGULATORY MATTERS A. Traceability. MSI and the Company shall each maintain such traceability records with respect to the Products as shall be necessary to comply with applicable GMP regulations, including but not limited to master device and lot history records. B. Complaint Files. Each of MSI and the Company shall maintain appropriate complaint files relating to the Products manufactured by MSI pursuant to this Agreement and each shall promptly report in writing to the other any complaint related to Product quality. C. Reliability Reporting. Each of MSI and the Company shall promptly report in writing to the other any failure of a Product manufactured by MSI pursuant to this Agreement, any change in the statistically demonstrated reliability of such a Product or any other material information relative to the reliability of such a Product. ARTICLE VII REPRESENTATIONS AND WARRANTIES A. Representations and Warranties of MSI. MSI hereby represents and warrants to the Company as follows: 1. MSI is a corporation organized, validly existing and in corporate good standing under the laws of Massachusetts, has all requisite corporate power and authority to own and operate its property and carry on its business and is not required to qualify to do business in any other jurisdiction. 2. The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of MSI, and (assuming valid execution by the Company) this Agreement is a valid and binding obligation of MSI enforceable against it. 3. As of the date of this Agreement, MSI is not a party to any lawsuit, nor is there any outstanding claim against MSI, alleging that use of the Manufacturing Know-How infringes the proprietary rights of any third party. 4. As of the date this Agreement, there are no liens, mortgages, encumbrances, charges or other claims by any third party to the Manufacturing Know-How. 5. As of the date of this Agreement, MSI is not a party to any agreement or understanding, oral or written, which would, in any manner, be inconsistent with the rights granted herein to the Company and MSI shall not enter into any agreement or understanding, oral or written, during the term of this Agreement, nor during the term of this Agreement, directly or indirectly, engage in any activity which would, in any manner, be inconsistent with the rights herein granted to the Company. 6. MSI represents and warrants that all Products delivered hereunder will conform to and meet the Product Specifications for a period of one year from time of delivery to the Company. -7-

7. MSI represents and warrants that it will manufacture the Products in accordance with Article II hereof and that such Products shall be free from defects in materials and workmanship under normal use and service for a period

7. MSI represents and warrants that it will manufacture the Products in accordance with Article II hereof and that such Products shall be free from defects in materials and workmanship under normal use and service for a period of one year following delivery. The Company's sole remedy under this warranty shall be the replacement of any unit of Product which is determined to be defective during the Manufacturing Transition Period. 8. MSI represents and warrants that all Products delivered hereunder shall be labeled in conformity with the specifications provided by the Company, which specifications shall comply with the Act and all applicable laws of each applicable jurisdiction into which the Company intends to sell the Products. B. Representations and Warranties of the Company. The Company hereby represents and warrants to MSI as follows: 1. Conceptus is a corporation organized, validly existing and in corporate good standing under the laws of Delaware, has all requisite corporate power and authority to own and operate its property and carry on its business and is not required to qualify to do business in any other jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, results of operations or financial condition of Conceptus. Microgyn is a corporation organized, validly existing and in corporate good standing under the laws of Massachusetts, has all requisite corporate power and authority to own and operate its property and carry on its business and is not required to qualify to do business in any other jurisdiction. 2. The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of each of Conceptus and Microgyn, and (assuming valid execution by MSI) this Agreement is a valid and binding obligation of each of Conceptus and Microgyn enforceable against each of them. 3. As of the date of this Agreement, neither Conceptus nor Microgyn is a party to any lawsuit, nor is there any outstanding claim against Conceptus or Microgyn, respectively, alleging that use of the Manufacturing KnowHow infringes the proprietary rights of any third party. 4. As of the date of this Agreement, neither Conceptus nor Microgyn is a party to any agreement or understanding, oral or written, which would, in any manner, be inconsistent with the rights granted herein to MSI and neither Conceptus nor Microgyn shall enter into any agreement or understanding, oral or written, during the term of this Agreement, nor during the term of this Agreement, directly or indirectly, engage in any activity which would, in any manner, be inconsistent with the rights herein granted to MSI. 5. The Company shall provide MSI on a timely basis with (i) the funding called for by Article III hereof and (ii) all materials, product designs, documentation, information and equipment necessary to allow MSI to achieve the Minimum Required Units and Target Units and to meet the Product Specifications. ARTICLE VIII INDEMNIFICATION 1. MSI and the Company will indemnify and hold each other harmless from and against any and all suits, actions, losses, obligations, deficiencies, liabilities, claims, damages, cost and expenses (including court costs and reasonable attorneys' fees) which arise out of, are caused by, relate to, or -8-

result or occur from or in connection with their respective acts or omissions in connection with their respective activities under this Agreement. 2. MSI agrees to indemnify, defend and hold the Company harmless from and against any and all suits, actions, losses, obligations, deficiencies, liabilities, claims, damages, cost and expenses (including court costs and reasonable attorneys' fees) arising from claims that the Manufacturing Know-How infringes or misappropriates any Intellectual Property Rights of a third party. MSI agrees that the Company may offset any payments it is required to make to MSI hereunder or pursuant to the Royalty Agreement against any funds owed to the Company by MSI pursuant to this second paragraph of Article VIII.

result or occur from or in connection with their respective acts or omissions in connection with their respective activities under this Agreement. 2. MSI agrees to indemnify, defend and hold the Company harmless from and against any and all suits, actions, losses, obligations, deficiencies, liabilities, claims, damages, cost and expenses (including court costs and reasonable attorneys' fees) arising from claims that the Manufacturing Know-How infringes or misappropriates any Intellectual Property Rights of a third party. MSI agrees that the Company may offset any payments it is required to make to MSI hereunder or pursuant to the Royalty Agreement against any funds owed to the Company by MSI pursuant to this second paragraph of Article VIII. 3. If any claim by a third party is made against any party hereto and the party against whom said claim is made intends to seek indemnification with respect thereto as set forth in this Article VIII (the "Indemnitee"), the Indemnitee will promptly give written notice to the indemnifying party (the "Indemnitor") of such claim. The failure of the Indemnitee to give prompt notice shall not relieve the Indemnitor of its obligations hereunder, unless such failure materially prejudices the defense of the claim for which indemnification is sought. The Indemnitor will have ten days after such notice is given to elect, by written notice given to the Indemnitee, to undertake, conduct and control, through counsel of its own choosing and at the Indemnitor's sole risk and expense, the good faith settlement or defense of such claim, and the Indemnitee will cooperate with the Indemnitor in connection therewith; provided the Indemnitee will be entitled to participate in such settlement or defense through counsel chosen by the Indemnitee, and the fees and expense of such counsel will be borne by the Indemnitee; and, provided further, that the Indemnitor shall not make any settlement involving the payment of money by the Indemnitee without first making available the funds needed to pay the settlement and will not make any settlement involving any injunction or similar restriction against the Indemnitee without the consent of the Indemnitee, which consent shall not be unreasonably withheld. If the Indemnitor does not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the Indemnitor fails to proceed with the good faith defense or settlement of the matter after making such election, in either such event, the Indemnitee will have the right to contest, settle or compromise the claim at its exclusive discretion, at the risk and expense of the Indemnitor to the full extent set forth above, as the case may be. The provisions of this Article VIII shall survive termination of the Agreement. ARTICLE IX CONFIDENTIALITY For purposes of this Agreement, "Confidential Information" shall mean any information of a confidential and/or proprietary nature as to which either party has acquired or, during the term of this Agreement, acquires, any interest, including, but not limited to, all discoveries, inventions, improvements and ideas related to any process, formula, machine, device, manufacture, composition of matter, plan or design, whether patentable or not, or relating to the conduct of its business which, prior to the date hereof or during the term of this Agreement, was or is disclosed to the other party. In order for any information to be deemed Confidential Information, it must be in written form and appropriately marked confidential at the time of disclosure to the other party, or alternatively, if the information is disclosed orally, it must be confirmed as confidential in writing by the disclosing party within ten days of such disclosure. Notwithstanding the foregoing, the term "Confidential Information" shall not include any information which: (i) has been published or otherwise becomes a matter of public knowledge by any means other than the receiving party's default in the observance or performance of any term or provision of this Article on its part to be observed and performed; (ii) was known to the receiving party at the time of such disclosure or as evidenced by its business records maintained in the ordinary course; (iii) is at any time disclosed to the -9-

receiving party by any person or entity not a party hereto who it believes, after reasonable inquiry, has the right to do disclose same; or (iv) is independently developed by the receiving party. During the term of this Agreement and for a period of five years thereafter, each party will maintain the other party's Confidential Information in confidence and will not disclose same to any person or entity not a party hereto or use same for the benefit of any such third party. The receiving party will keep and maintain complete and accurate written records of the Confidential Information of the other party, will mark such Confidential

receiving party by any person or entity not a party hereto who it believes, after reasonable inquiry, has the right to do disclose same; or (iv) is independently developed by the receiving party. During the term of this Agreement and for a period of five years thereafter, each party will maintain the other party's Confidential Information in confidence and will not disclose same to any person or entity not a party hereto or use same for the benefit of any such third party. The receiving party will keep and maintain complete and accurate written records of the Confidential Information of the other party, will mark such Confidential Information with such legends as the disclosing party may reasonably direct, and will promptly deliver same to the disclosing party upon the expiration or termination hereof or at such other times as the disclosing party may request. ARTICLE X TERM AND TERMINATION A. Term. This Agreement shall be effective upon execution by both parties and shall continue until March 31, 1998 unless sooner terminated in accordance with the provisions of this Agreement. B. Termination. This Agreement may be terminated: 1. By either MSI or the Company upon the other's failure to satisfy any of its obligations hereunder or material breach of any representation or warranty hereunder (a "default"). Upon a default, the non-defaulting party shall provide written notice to the defaulting party of such default, and the defaulting party shall have ten days to cure such default, unless the default is a payment default, in which case the defaulting party shall have five days to cure such default. If the defaulting party fails to cure such default within said ten day or five day period, the nondefaulting party may immediately terminate this Agreement. In the event of a payment default, the defaulting party shall pay interest on the amount due at the rate of 1.5% per month until payment is made in full. Any payments made by a defaulting party shall first be applied against accrued interest and then against principal. 2. By either party upon the filing against the other of a petition in bankruptcy which is not dismissed within 60 days, or upon either party filing or consenting to the filing against it of a petition in bankruptcy or a petition to take advantage of any insolvency act, or making an assignment for the benefit of creditors. 3. Upon any termination of this Agreement by the Company pursuant to this Article X, including, without limitation, because of MSI's failure to produce the Minimum Required Units that meet the Product Specifications, then the Company may deem the Transfer Completion Date to have occurred immediately and MSI shall forfeit its rights hereunder to receive any future Overhead Prepayments and the Cash Component of the Purchase Price. 4. Upon any termination of this Agreement by MSI pursuant to this Article X, then MSI may deem the Transfer Completion Date to have occurred immediately and the Company shall pay the Cash Component for the full month in which such termination occurs. 5. Upon any termination of this Agreement pursuant to this Article X, all rights and obligations of the parties hereunder shall cease except that the provisions of Articles I, V, VIII, IX, X and XI shall survive termination of this Agreement and all amounts owed by the Company or MSI to the -10-

other as of the date of such termination, except as provided is the proceeding paragraph, shall be immediately due and payable. ARTICLE XI

other as of the date of such termination, except as provided is the proceeding paragraph, shall be immediately due and payable. ARTICLE XI MISCELLANEOUS A. No Assignment. Neither MSI nor the Company shall have the right to assign any of its rights or obligations under this Agreement, other than to its successor by merger, consolidation or sale of assets, without the prior written consent of the other party, which consent shall not be unreasonably withheld. B. Severability. Any provision of this Agreement which is found to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision contained in this Agreement shall be held to be excessively broad as to scope, activity or subject so as to be unenforceable at law, such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law as then in effect. C. Notice. All notices or other communications required or permitted to be given under this Agreement shall be in writing and will be deemed effective and given when delivered in person, sent by delivery service or by certified or registered mail, postage and certification prepaid, or sent by telecopier or facsimile with confirmation to the following addresses:
If to MSI: Medical Scientific, Inc. 125 John Hancock Road Taunton, Massachusetts 02780 Fax: 508.880.7347 Attn: President Warner & Stackpole LLP 75 State Street Boston, Massachusetts 02109 Fax: 617.951.9151 Attn: Michael A. Hickey, Esq. Microgyn, Inc. 1021 Howard Avenue San Carlos, California 94070 Fax: 650.508.7600 Attn: President Conceptus, Inc. 1021 Howard Avenue San Carlos, California 94070

With a copy to:

If to Microgyn:

If to Conceptus:

-11Fax: 650.508.7600 Attn: President With a copy to: Venture Law Group 2800 Sand Hill Road Menlo Park, California 94025 Fax: 650.233.8386 Attn: Michael W. Hall, Esq.

Fax: 650.508.7600 Attn: President With a copy to: Venture Law Group 2800 Sand Hill Road Menlo Park, California 94025 Fax: 650.233.8386 Attn: Michael W. Hall, Esq.

D. Counterparts. This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered will be an original, but all of which together will constitute one and the same instrument. In pleading or proving this Agreement, it will not be necessary to produce or account for more than one such counterpart. E. Captions. The captions of sections or subsections of this Agreement are for reference only and will not affect the interpretation or construction of this Agreement. F. Waivers. No waiver of any breach or default hereunder will be valid unless in a writing signed by the waiving party. No failure or other delay by either party in exercising any right, power, or privilege hereunder will be or operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. G. Further Assurances; Cooperation. From time to time on and after the date hereof, MSI and the Company will promptly execute and deliver all such further instruments and other documents, and will promptly take all such further actions, as the other may reasonably request, in order to effect or confirm the transactions hereby contemplated and to carry out the purposes of this Agreement. In addition, each of MSI and the Company will cooperate with the other in all reasonable respects relating to the transactions and relationship between the parties contemplated hereby. H. Force Majeure. Any delay in the performance of any of the duties or obligations of any party hereto shall not be considered a breach of this Agreement and the time required for performance shall be extended for a period equal to the period of such delay; provided, that such delay has been caused by or is the result of any acts of God, acts of the public enemy, insurrections, riots, embargoes, labor disputes (including strikes, lockouts, job actions, or boycotts), fires, explosions, earthquakes, floods, shortages of material or energy or other unforeseeable causes beyond the control and without the fault or negligence of the party so affected. The party so affected shall give prompt notice to the other party of such cause, and shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible. I. Entire Agreement. This Agreement and the Royalty Agreement, together with the exhibits hereto and thereto, contain the entire understanding and agreement among the parties, and supersedes any prior understandings or agreements among them, with respect to the subject matter hereof. -12-

J. Governing Law. This Agreement will to the maximum lawful extent be governed by and interpreted and construed in accordance with the internal laws of the Commonwealth of Massachusetts, as applied to contracts made, and entirely to be

J. Governing Law. This Agreement will to the maximum lawful extent be governed by and interpreted and construed in accordance with the internal laws of the Commonwealth of Massachusetts, as applied to contracts made, and entirely to be performed, within Massachusetts, and without reference to principles of conflicts or choice of law. K. Relationship of Parties. The relationship of the Company and MSI will be one of independent contracting parties, and not that of partners, joint venturers, principal-and-agent, or otherwise. Neither the Company nor MSI will have or purport to have any right, power, or authority to bind the other. L. Arbitration. The parties agree to work together in good faith to resolve any disputes arising under or in connection with this Agreement and the transactions and relationship between the parties contemplated hereby, and to explore resolution of the dispute through methods of alternative dispute resolution. If the parties are unable to resolve a dispute, it shall be finally settled by a panel of three arbitrators, each having at least five years of experience as an arbitrator and otherwise mutually acceptable to the parties, in an arbitration administered by American Arbitration Association in accordance with the internal laws of the Commonwealth of Massachusetts (except that any dispute relating to the construction or effect of any patent shall be resolved under the applicable laws of the United States or such other jurisdiction as granted such patent). Any demand for arbitration hereunder must be made before the running of the legal statute of limitations applicable to the claim at issue. Any such arbitration shall take place in Boston, Massachusetts, unless otherwise agreed by the parties, and shall be subject to the then applicable Federal Rules of Civil Procedure. The panel of arbitrators will not have any right, power, or authority to award any punitive or exemplary damages or other damages in excess of purely compensatory damages. Each of the Company and MSI will be responsible for one-half of the fees and expenses of the panel of arbitrators, and all of such party's own costs and expenses, in connection with any such arbitration. Judgment upon any award rendered by the panel of arbitrators, if such award is in accordance with applicable law and the terms of this Agreement, may be entered in any court of competent jurisdiction. The decision of the panel of arbitrators shall be in writing and shall set forth in reasonable detail the basis for such decision. [SIGNATURES ON NEXT PAGE] -13-

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date above first written. MICROGYN, INC.
By: /s/ Sanford Fitch Name: Sanford Fitch Title: Chief Financial Officer

CONCEPTUS, INC.
By: /s/ Kathryn Tunstall Name: Kathryn Tunstall Title: President and Chief Executive Officer

MEDICAL SCIENTIFIC, INC.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date above first written. MICROGYN, INC.
By: /s/ Sanford Fitch Name: Sanford Fitch Title: Chief Financial Officer

CONCEPTUS, INC.
By: /s/ Kathryn Tunstall Name: Kathryn Tunstall Title: President and Chief Executive Officer

MEDICAL SCIENTIFIC, INC.
By: /s/ Paul C. Nardella Name: Paul C. Nardella Title: President

-14-

EXHIBIT A ROYALTY AGREEMENT See Exhibit 10.26.

EXHIBIT B EXISTING PRODUCTS: 1. Existing Sheath for Olympus Resectoscope 2. Existing Sheath for Storz Resectoscope NEW PRODUCTS: 1. New Sheath for ACMI/Circon Resectoscope 25.6F, model GEOSHCF outer sheath 2. New Sheath for Olympus Resectoscope 27F, model A4724 outer sheath PRODUCT SPECIFICATIONS See Attached

EXHIBIT A ROYALTY AGREEMENT See Exhibit 10.26.

EXHIBIT B EXISTING PRODUCTS: 1. Existing Sheath for Olympus Resectoscope 2. Existing Sheath for Storz Resectoscope NEW PRODUCTS: 1. New Sheath for ACMI/Circon Resectoscope 25.6F, model GEOSHCF outer sheath 2. New Sheath for Olympus Resectoscope 27F, model A4724 outer sheath PRODUCT SPECIFICATIONS See Attached This exhibit contains the following: - Detailed diagram and schedule of the QCII-ASSY SHEATH (O) - Detailed diagram and schedule of the QCII-ASSY SHEATH (S)

EXHIBIT C UNITS ORDERED
Product Type -----------Olympus Storz Olympus Storz Circon (New) Storz Circon (New) Olympus (New) Circon (New) Olympus (New) Circon (New) Olympus (New) Number of Units --------------1,400 1,500 500 3,500 500 4,000 3,000 1,000 1,000 3,000 2,000 2,000 Total Units by Month -------------------2,900

October 1997

November 1997

4,000

December 1997

4,500

January 1998

4,000

February 1998

4,000

March 1998

4,000

23,400 -----------

EXHIBIT B EXISTING PRODUCTS: 1. Existing Sheath for Olympus Resectoscope 2. Existing Sheath for Storz Resectoscope NEW PRODUCTS: 1. New Sheath for ACMI/Circon Resectoscope 25.6F, model GEOSHCF outer sheath 2. New Sheath for Olympus Resectoscope 27F, model A4724 outer sheath PRODUCT SPECIFICATIONS See Attached This exhibit contains the following: - Detailed diagram and schedule of the QCII-ASSY SHEATH (O) - Detailed diagram and schedule of the QCII-ASSY SHEATH (S)

EXHIBIT C UNITS ORDERED
Product Type -----------Olympus Storz Olympus Storz Circon (New) Storz Circon (New) Olympus (New) Circon (New) Olympus (New) Circon (New) Olympus (New) Number of Units --------------1,400 1,500 500 3,500 500 4,000 3,000 1,000 1,000 3,000 2,000 2,000 Total Units by Month -------------------2,900

October 1997

November 1997

4,000

December 1997

4,500

January 1998

4,000

February 1998

4,000

March 1998

4,000

23,400 -----------

EXHIBIT D MSI MONTHLY OVERHEAD POOL
1. SALARIES $41,554

EXHIBIT C UNITS ORDERED
Product Type -----------Olympus Storz Olympus Storz Circon (New) Storz Circon (New) Olympus (New) Circon (New) Olympus (New) Circon (New) Olympus (New) Number of Units --------------1,400 1,500 500 3,500 500 4,000 3,000 1,000 1,000 3,000 2,000 2,000 Total Units by Month -------------------2,900

October 1997

November 1997

4,000

December 1997

4,500

January 1998

4,000

February 1998

4,000

March 1998

4,000

23,400 -----------

EXHIBIT D MSI MONTHLY OVERHEAD POOL
1. SALARIES Position @ MSI -------------Product Development Technologist Engineer Chief Executive Officer Vice President, Engineering Project Manager Director Operations Administrative Assistant Office Manager Inventory & Documentation Mgr. Engineer 2. DIRECT LABOR 11 Assemblers 1 Production Lead l Quality Inspector PAYROLL TAXES (@ 7.65%) UNEMPLOYMENT INSURANCE HEALTH INSURANCE RENT and UTILITIES PROPERTY and LIABILITY INSURANCE SUPPLIES OFFICE, TELEPHONE, POSTAGE & SHIPPING, REPAIRS & MAINTENANCE & OTHER $41,554 % Time to be Spent on Microgyn ---------------100% 50% 60% 90% 100% 100% 25% 50% 100% 50% $20,257

3. 4. 5. 6. 7. 8. 9.

$ 4,384 $ 1,542 $12,500 $ 6,000 $ 2,000 $ 2,000

$ 3,700

EXHIBIT D MSI MONTHLY OVERHEAD POOL
1. SALARIES Position @ MSI -------------Product Development Technologist Engineer Chief Executive Officer Vice President, Engineering Project Manager Director Operations Administrative Assistant Office Manager Inventory & Documentation Mgr. Engineer 2. DIRECT LABOR 11 Assemblers 1 Production Lead l Quality Inspector PAYROLL TAXES (@ 7.65%) UNEMPLOYMENT INSURANCE HEALTH INSURANCE RENT and UTILITIES PROPERTY and LIABILITY INSURANCE SUPPLIES OFFICE, TELEPHONE, POSTAGE & SHIPPING, REPAIRS & MAINTENANCE & OTHER TOTAL MONTHLY PAYMENT $41,554 % Time to be Spent on Microgyn ---------------100% 50% 60% 90% 100% 100% 25% 50% 100% 50% $20,257

3. 4. 5. 6. 7. 8. 9.

$ 4,384 $ 1,542 $12,500 $ 6,000 $ 2,000 $ 2,000

$ 3,700 $93,937

EXHIBIT E CERTAIN MSI PRODUCTION EMPLOYEES AND SALARIES Steve Labonte (Instrument Assembly Supervisor) Anita Figueira (QA Lab Technician) Maria Amaral Marie Freitas Lucia Benoit Debra Shiek Fatima Barbara Luis Cotto Betty Sevra

EXHIBIT E CERTAIN MSI PRODUCTION EMPLOYEES AND SALARIES Steve Labonte (Instrument Assembly Supervisor) Anita Figueira (QA Lab Technician) Maria Amaral Marie Freitas Lucia Benoit Debra Shiek Fatima Barbara Luis Cotto Betty Sevra Maria Gato Elizabeth Shiek Max Imhoff Helia Jorge TOTAL MONTHLY SALARIES: . . . . . . . . . . . . . . . . . . . . . . . .$20,257

EXHIBIT F AUTHORIZED CONSULTANTS AND PROFESSIONALS PAUL GARANT FRANK BIMBO ROBERT DIGIANTOMMASO

EXHIBIT G COMPANY'S CAPITAL EQUIPMENT
ASSET NUMBER DESCRIPTION AMOUNT ------------------------------------------------------------------------1344 Universal Hub Sheath 9,250.00 1345 ELC 400 Cur Lmps 7,539.00 1345 Shutters for ELCs 6,526.80 1345 ELC-UV6A Cur. Sys. 5,995.50 1345 AC 992 Fluid Disp. 2,756.25 1345 Ultrasonic Cleaner 4,520.45 1345 Drying Oven 5,542.37 1345 1L 309B Radiometer 1,034.25

EXHIBIT F AUTHORIZED CONSULTANTS AND PROFESSIONALS PAUL GARANT FRANK BIMBO ROBERT DIGIANTOMMASO

EXHIBIT G COMPANY'S CAPITAL EQUIPMENT
ASSET NUMBER DESCRIPTION AMOUNT ------------------------------------------------------------------------1344 Universal Hub Sheath 9,250.00 1345 ELC 400 Cur Lmps 7,539.00 1345 Shutters for ELCs 6,526.80 1345 ELC-UV6A Cur. Sys. 5,995.50 1345 AC 992 Fluid Disp. 2,756.25 1345 Ultrasonic Cleaner 4,520.45 1345 Drying Oven 5,542.37 1345 1L 309B Radiometer 1,034.25 1345 RF Tip form. Gen. 14,647.50 1345 Ultrasonic Welder 15,009.75 1345 Bar Sealer 13,193.25 1364 RF Tip Tapering Equipment 12,883.85 ------------------------------------------------------------------------Total $98,898.97 -------------------------------------------------------------------------------------------------------------------------------------------------

EXHIBIT 10.26 ROYALTY AGREEMENT This Agreement (the "Agreement") is made as of the 1st day of October, 1997, by and among Medical Scientific, Inc., a Massachusetts corporation having a principal place of business at 125 John Hancock Road, Taunton, Massachusetts 02780 ("MSI"), Conceptus, Inc., a Delaware corporation having a principal place of business at 1021 Howard Avenue, San Carlos, California 94070 ("Conceptus"), and Microgyn, Inc., a Massachusetts corporation and wholly owned subsidiary of Conceptus ("Microgyn"). (Conceptus and Microgyn are collectively referred to hereinafter as the "Company.") WITNESSETH WHEREAS, MSI and the Company are entering into that certain Manufacturing Transition Agreement, dated as of October 1, 1997 (the "Manufacturing Transition Agreement"), pursuant to which MSI is transferring to Microgyn, and Microgyn is acquiring from MSI, certain manufacturing know-how (as more fully described in the Manufacturing Transition Agreement, the "Manufacturing Know-How"); and WHEREAS, in consideration for the Manufacturing Know-How, the Company is paying the Purchase Price (as defined in the Manufacturing Transition Agreement), which includes the payment of royalties as provided herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties

EXHIBIT G COMPANY'S CAPITAL EQUIPMENT
ASSET NUMBER DESCRIPTION AMOUNT ------------------------------------------------------------------------1344 Universal Hub Sheath 9,250.00 1345 ELC 400 Cur Lmps 7,539.00 1345 Shutters for ELCs 6,526.80 1345 ELC-UV6A Cur. Sys. 5,995.50 1345 AC 992 Fluid Disp. 2,756.25 1345 Ultrasonic Cleaner 4,520.45 1345 Drying Oven 5,542.37 1345 1L 309B Radiometer 1,034.25 1345 RF Tip form. Gen. 14,647.50 1345 Ultrasonic Welder 15,009.75 1345 Bar Sealer 13,193.25 1364 RF Tip Tapering Equipment 12,883.85 ------------------------------------------------------------------------Total $98,898.97 -------------------------------------------------------------------------------------------------------------------------------------------------

EXHIBIT 10.26 ROYALTY AGREEMENT This Agreement (the "Agreement") is made as of the 1st day of October, 1997, by and among Medical Scientific, Inc., a Massachusetts corporation having a principal place of business at 125 John Hancock Road, Taunton, Massachusetts 02780 ("MSI"), Conceptus, Inc., a Delaware corporation having a principal place of business at 1021 Howard Avenue, San Carlos, California 94070 ("Conceptus"), and Microgyn, Inc., a Massachusetts corporation and wholly owned subsidiary of Conceptus ("Microgyn"). (Conceptus and Microgyn are collectively referred to hereinafter as the "Company.") WITNESSETH WHEREAS, MSI and the Company are entering into that certain Manufacturing Transition Agreement, dated as of October 1, 1997 (the "Manufacturing Transition Agreement"), pursuant to which MSI is transferring to Microgyn, and Microgyn is acquiring from MSI, certain manufacturing know-how (as more fully described in the Manufacturing Transition Agreement, the "Manufacturing Know-How"); and WHEREAS, in consideration for the Manufacturing Know-How, the Company is paying the Purchase Price (as defined in the Manufacturing Transition Agreement), which includes the payment of royalties as provided herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows: ARTICLE I DEFINITIONS A. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Manufacturing Transition Agreement unless the context otherwise requires. B. "AFFILIATE" shall mean at any time, any person or legal entity then directly or indirectly controlled by, controlling or under common control with the party with respect to which this term is associated, and shall include, without limitation, any person or legal entity which owns, either of record or beneficially, 50% or more of

EXHIBIT 10.26 ROYALTY AGREEMENT This Agreement (the "Agreement") is made as of the 1st day of October, 1997, by and among Medical Scientific, Inc., a Massachusetts corporation having a principal place of business at 125 John Hancock Road, Taunton, Massachusetts 02780 ("MSI"), Conceptus, Inc., a Delaware corporation having a principal place of business at 1021 Howard Avenue, San Carlos, California 94070 ("Conceptus"), and Microgyn, Inc., a Massachusetts corporation and wholly owned subsidiary of Conceptus ("Microgyn"). (Conceptus and Microgyn are collectively referred to hereinafter as the "Company.") WITNESSETH WHEREAS, MSI and the Company are entering into that certain Manufacturing Transition Agreement, dated as of October 1, 1997 (the "Manufacturing Transition Agreement"), pursuant to which MSI is transferring to Microgyn, and Microgyn is acquiring from MSI, certain manufacturing know-how (as more fully described in the Manufacturing Transition Agreement, the "Manufacturing Know-How"); and WHEREAS, in consideration for the Manufacturing Know-How, the Company is paying the Purchase Price (as defined in the Manufacturing Transition Agreement), which includes the payment of royalties as provided herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows: ARTICLE I DEFINITIONS A. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Manufacturing Transition Agreement unless the context otherwise requires. B. "AFFILIATE" shall mean at any time, any person or legal entity then directly or indirectly controlled by, controlling or under common control with the party with respect to which this term is associated, and shall include, without limitation, any person or legal entity which owns, either of record or beneficially, 50% or more of the voting stock of any party hereto, or 50% or more of the voting stock of which is owned by any party hereto. C. "REVENUE-GENERATING SHEATH" shall mean any Sheath that the Company, its Affiliates or agents sell to end-users or to distributors or resellers for sale to end-users, as evidenced by the creation of an invoice by the Company; or any Sheath otherwise transferred or disposed of for value, but not including Sheaths provided to third parties solely for demonstration purposes or for use in clinical trials. D. "ROYALTY" shall have the meaning assigned to it in Article II. E. "ROYALTY PERIOD" shall mean the four-year period commencing on the first day following the Transfer Completion Date. F. "SHEATH" shall mean any disposable device that fits over an operative resectoscope and converts the resectoscope from a monopolar device into a bipolar device. The term "Sheath" includes the Products.

ARTICLE II ROYALTIES A. ROYALTY PAYMENTS. As part of the Purchase Price for the transfer of the Manufacturing Know-How from MSI to the Company, the Company hereby agrees to pay to MSI during the Royalty Period a royalty of three dollars ($3.00) per Revenue-Generating Sheath (the "Royalty"); provided, however, the Company shall

ARTICLE II ROYALTIES A. ROYALTY PAYMENTS. As part of the Purchase Price for the transfer of the Manufacturing Know-How from MSI to the Company, the Company hereby agrees to pay to MSI during the Royalty Period a royalty of three dollars ($3.00) per Revenue-Generating Sheath (the "Royalty"); provided, however, the Company shall have the right to offset any unused balance of the Excess Overhead Prepayment that is not offset against the Cash Component; provided, further, the Company shall not be obligated to pay any Royalty, and no Royalties shall accrue prior to the Transfer Completion Date. B. ROYALTY REPORTS. 1. For each calendar month during the Royalty Period, the Company shall furnish or cause to be furnished to MSI, within 20 days of the end of each calendar month, a written report showing: (i) the number of RevenueGenerating Sheaths sold, transferred or otherwise disposed of for value during such month; and (ii) the Royalties which shall have accrued hereunder in respect of such sales. The Company shall keep accurate records in sufficient detail to enable the Royalties hereunder to be determined and to be verified by MSI. All information provided pursuant to this paragraph shall be considered Confidential Information for purposes of Article IV hereof. 2. Royalties shown to have accrued by each report shall be due and payable on the date such report is due. Payments in whole or in part may be made in advance of such due date. All royalty payments due shall be paid in U.S. dollars via wire transfer. C. RIGHT TO AUDIT. MSI shall have the right, once every twelve months, at its own expense, to have an independent public accountant, reasonably acceptable to the Company, examine the relevant financial books and records of account of the Company during normal business hours, upon reasonable notice, to determine or verify the number of Revenue-Generating Sheaths sold during the Royalty Period. If errors of five percent (5%) or more during a 12-month period are discovered as a result of such examination, the Company shall reimburse MSI for the reasonable expense of such examination and pay the deficiency immediately. All information audited pursuant to this paragraph shall be considered Confidential Information for purposes of Article IV hereof. D. PAYMENT DELAY. In case of any delay in payment by the Company to MSI not occasioned by an event described in Section H of Article VII hereof, a late payment charge of one and one-half percent (1.5%) per month, assessed from the due date of said payment, shall be due and payable by the Company without any special notice. Any payments made by the Company subsequent to the determination that a late payment charge applies, shall first be applied to the late payment charge and then to the outstanding royalty payable. ARTICLE III INDEMNIFICATION The Company will indemnify and hold MSI harmless from and against any and all suits, actions, losses, obligations, deficiencies, liabilities, claims, damages, cost and expenses (including court costs and reasonable attorneys' fees) which arise out of, are caused by, relate to, or result or occur from or in connection with the Company's acts or omissions in connection with its activities under this Agreement. If any claim by a third party is made against MSI and MSI intends to seek indemnification with respect thereto as set forth in this Article III, MSI will promptly give written notice to the Company of such claim. The failure of MSI to give prompt notice shall not relieve the Company of its obligations hereunder, unless such -2-

failure materially prejudices the defense of the claim for which indemnification is sought. The Company will have ten days after such notice is given to elect, by written notice given to MSI, to undertake, conduct and control, through counsel of its own choosing and at the Company's sole risk and expense, the good faith settlement or defense of such claim, and MSI will cooperate with the Company in connection therewith; provided MSI will be

failure materially prejudices the defense of the claim for which indemnification is sought. The Company will have ten days after such notice is given to elect, by written notice given to MSI, to undertake, conduct and control, through counsel of its own choosing and at the Company's sole risk and expense, the good faith settlement or defense of such claim, and MSI will cooperate with the Company in connection therewith; provided MSI will be entitled to participate in such settlement or defense through counsel chosen by MSI, and the fees and expense of such counsel will be borne by MSI; and, provided further, that the Company shall not make any settlement involving the payment of money by MSI without first making available the funds needed to pay the settlement and will not make any settlement involving any injunction or similar restriction against MSI without the consent of MSI, which consent shall not be unreasonably withheld. If the Company does not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the Company fails to proceed with the good faith defense or settlement of the matter after making such election, in either such event, MSI will have the right to contest, settle or compromise the claim at its exclusive discretion, at the risk and expense of the Company to the full extent set forth above, as the case may be. The provisions of this Article III shall survive termination of the Agreement. ARTICLE IV CONFIDENTIALITY For purposes of this Agreement, "Confidential Information" shall mean any information of a confidential and/or proprietary nature as to which either party has acquired or, during the term of this Agreement, acquires, any interest, including, but not limited to, all discoveries, inventions, improvements and ideas related to any process, formula, machine, device, manufacture, composition of matter, plan or design, whether patentable or not, or relating to the conduct of its business which, prior to the date hereof or during the term of this Agreement, was or is disclosed to the other party. In order for any information to be deemed Confidential Information, it must be in written form and appropriately marked confidential at the time of disclosure to the other party, or alternatively, if the information is disclosed orally, it must be confirmed as confidential in writing by the disclosing party within ten days of such disclosure. Notwithstanding the foregoing, the term "Confidential Information" shall not include any information which: (i) has been published or otherwise becomes a matter of public knowledge by any means other than the receiving party's default in the observance or performance of any term or provision of this Article on its part to be observed and performed; (ii) was known to the receiving party at the time of such disclosure or as evidenced by its business records maintained in the ordinary course; (iii) is at any time disclosed to the receiving party by any person or entity not a party hereto who it believes, after reasonable inquiry, has the right to do disclose same; or (iv) is independently developed by the receiving party. For a period of five years from the date of this Agreement, each party will maintain the other party's Confidential Information in confidence and will not disclose the same to any person or entity not a party hereto or use the same for the benefit of any such third party. The receiving party will keep and maintain complete and accurate written records of the Confidential Information of the other party, will mark such Confidential Information with such legends as the disclosing party may reasonably direct, and will promptly deliver same to the disclosing party upon the expiration or termination hereof or at such other times as the disclosing party may request. -3-

ARTICLE V REPRESENTATIONS AND WARRANTIES A. REPRESENTATIONS AND WARRANTIES OF MSI. MSI hereby represents and warrants to the Company the following: 1. MSI is a corporation organized, validly existing and in corporate good standing under the laws of Massachusetts, has all requisite corporate power and authority to own and operate its property and carry on its business and is not required to qualify to do business in any other jurisdiction. 2. The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate

ARTICLE V REPRESENTATIONS AND WARRANTIES A. REPRESENTATIONS AND WARRANTIES OF MSI. MSI hereby represents and warrants to the Company the following: 1. MSI is a corporation organized, validly existing and in corporate good standing under the laws of Massachusetts, has all requisite corporate power and authority to own and operate its property and carry on its business and is not required to qualify to do business in any other jurisdiction. 2. The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of MSI, and (assuming valid execution by the Company) this Agreement is a valid and binding obligation of MSI enforceable against it. 3. As of the date of this Agreement, MSI is not a party to any lawsuit, nor is there any outstanding claim against MSI, alleging that use of the Manufacturing Know-How infringes the proprietary rights of any third party. B. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to MSI the following: 1. Conceptus is a corporation organized, validly existing and in corporate good standing under the laws of Delaware, has all requisite corporate power and authority to own and operate its property and carry on its business and is not required to qualify to do business in any other jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, results of operations or financial condition of Conceptus. Microgyn is a corporation organized, validly existing and in corporate good standing under the laws of Massachusetts, has all requisite corporate power and authority to own and operate its property and carry on its business and is not required to qualify to do business in any other jurisdiction. 2. The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action on the part of each of Conceptus and Microgyn, and (assuming valid execution by MSI) this Agreement is a valid and binding obligation of each of Conceptus and Microgyn enforceable against each of them. 3. As of the date of this Agreement, neither Conceptus nor Microgyn is a party to any lawsuit, nor is there any outstanding claim against Conceptus or Microgyn, respectively, alleging that use of the Manufacturing KnowHow infringes the proprietary rights of any third party. 4. As of the date of this Agreement, neither Conceptus nor Microgyn is a party to any agreement or understanding, oral or written, which would, in any manner, be inconsistent with the rights granted herein to MSI and neither Conceptus nor Microgyn shall enter into any agreement or understanding, oral or written, during the term of this Agreement, nor during the term of this Agreement, directly or indirectly, engage in any activity which would, in any manner, be inconsistent with the rights herein granted to MSI. -4-

ARTICLE VI TERM AND TERMINATION A. TERM. This Agreement shall be effective as of the Transfer Completion Date and shall continue until the end of the month following the due date of the last payment to be made by the Company to MSI hereunder unless sooner terminated in accordance with the provisions of this Agreement. B. Termination. This Agreement may be terminated only upon the express written consent of all of the parties hereto. Upon the expiration or termination of this Agreement, all rights and obligations of the parties hereunder

ARTICLE VI TERM AND TERMINATION A. TERM. This Agreement shall be effective as of the Transfer Completion Date and shall continue until the end of the month following the due date of the last payment to be made by the Company to MSI hereunder unless sooner terminated in accordance with the provisions of this Agreement. B. Termination. This Agreement may be terminated only upon the express written consent of all of the parties hereto. Upon the expiration or termination of this Agreement, all rights and obligations of the parties hereunder shall cease except that the provisions of Articles I, III, IV, VI and VII shall survive, and any obligations of the Company to pay Royalties or other amounts to MSI which have accrued as of the date of termination or expiration shall not be affected. ARTICLE VII MISCELLANEOUS A. NO ASSIGNMENT. The Company shall have no right to assign any of its rights or obligations under this Agreement, other than to its successor by merger, consolidation or sale of assets, without the prior written consent of MSI, which consent shall not be unreasonably withheld. B. SEVERABILITY. Any provision of this Agreement which is found to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision contained in this Agreement shall be held to be excessively broad as to scope, activity or subject so as to be unenforceable at law, such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law as then in effect. C. NOTICE. All notices or other communications required or permitted to be given under this Agreement shall be in writing and will be deemed effective and given when delivered in person, sent by delivery service or by certified or registered mail, postage and certification prepaid, or sent by telecopier or facsimile with confirmation to the following addresses:
If to MSI: Medical Scientific, Inc. 125 John Hancock Road Taunton, Massachusetts 02780 Fax: 508.880.7347 Attn: President Warner & Stackpole LLP 75 State Street Boston, Massachusetts 02109 Fax: 617.951.9151 Attn: Michael A. Hickey, Esq.

With a copy to:

-5If to Microgyn: Microgyn, Inc. 1021 Howard Avenue San Carlos, California 94070 Fax: 650.508.7600 Attn: President Conceptus, Inc. 1021 Howard Avenue San Carlos, California 94070 Fax: 650.508.7600 Attn: President

If to Conceptus:

If to Microgyn:

Microgyn, Inc. 1021 Howard Avenue San Carlos, California 94070 Fax: 650.508.7600 Attn: President Conceptus, Inc. 1021 Howard Avenue San Carlos, California 94070 Fax: 650.508.7600 Attn: President Venture Law Group 2800 Sand Hill Road Menlo Park, California 94025 Fax: 650.233.8386 Attn: Michael W. Hall, Esq.

If to Conceptus:

With a copy to:

D. COUNTERPARTS. This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered will be an original, but all of which together will constitute one and the same instrument. In pleading or proving this Agreement, it will not be necessary to produce or account for more than one such counterpart. E. CAPTIONS. The captions of sections or subsections of this Agreement are for reference only and will not affect the interpretation or construction of this Agreement. F. WAIVERS. No waiver of any breach or default hereunder will be valid unless in a writing signed by the waiving party. No failure or other delay by either party in exercising any right, power, or privilege hereunder will be or operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. G. FURTHER ASSURANCES; COOPERATION. From time to time on and after the date hereof, MSI and the Company will promptly execute and deliver all such further instruments and other documents, and will promptly take all such further actions, as the other may reasonably request in order to effect or confirm the transactions hereby contemplated and to carry out the purposes of this Agreement. In addition, each of MSI and the Company will cooperate with the other in all reasonable respects relating to the transactions and relationship between the parties contemplated hereby. H. FORCE MAJEURE. Any delay in the performance of any of the duties or obligations of any party hereto shall not be considered a breach of this Agreement and the time required for performance shall be extended for a period equal to the period of such delay; provided, that such delay has been caused by or is the result of any act of God, acts of a public enemy, insurrections, riots, embargoes, labor disputes (including strikes, lockouts, job actions, or boycotts), fires, explosions, earthquakes, floods, shortages of material or energy or other unforeseeable causes beyond the control and without the fault or negligence of the party so affected. The party so affected shall give prompt notice to the other party of such cause, and shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible. I. ENTIRE AGREEMENT. This Agreement and the Manufacturing Transition Agreement, together with the exhibits hereto and thereto, contain the entire understanding and agreement among the parties, and supersedes any prior understandings or agreements among them, with respect to the subject matter hereof. -6-

J. GOVERNING LAW. This Agreement will to the maximum lawful extent be governed by and interpreted and construed in accordance with the internal laws of the Commonwealth of Massachusetts, as applied to contracts made, and entirely to be performed, within Massachusetts, and without reference to principles of conflicts or choice of law. K. RELATIONSHIP OF PARTIES. The relationship of the Company and MSI will be one of independent contracting parties, and not that of partners, joint venturers, principal-and-agent, or otherwise. Neither the

J. GOVERNING LAW. This Agreement will to the maximum lawful extent be governed by and interpreted and construed in accordance with the internal laws of the Commonwealth of Massachusetts, as applied to contracts made, and entirely to be performed, within Massachusetts, and without reference to principles of conflicts or choice of law. K. RELATIONSHIP OF PARTIES. The relationship of the Company and MSI will be one of independent contracting parties, and not that of partners, joint venturers, principal-and-agent, or otherwise. Neither the Company nor MSI will have or purport to have any right, power, or authority to bind the other. L. ARBITRATION. The parties agree to work together in good faith to resolve any disputes arising under or in connection with this Agreement and the transactions and relationship between the parties contemplated hereby, and to explore resolution of the dispute through methods of alternative dispute resolution. If the parties are unable to resolve a dispute, it shall be finally settled by a panel of three arbitrators, each having at least five years of experience as an arbitrator and otherwise mutually acceptable to the parties, in an arbitration administered by American Arbitration Association in accordance with the internal laws of the Commonwealth of Massachusetts (except that any dispute relating to the construction or effect of any patent shall be resolved under the applicable laws of the United States or such other jurisdiction as granted such patent). Any demand for arbitration hereunder must be made before the running of the legal statute of limitations applicable to the claim at issue. Any such arbitration shall take place in Boston, Massachusetts, unless otherwise agreed by the parties, and shall be subject to the then applicable Federal Rules of Civil Procedure. Each of the Company and MSI will be responsible for one-half of the fees and expenses of the panel of arbitrators, and all of such party's own costs and expenses, in connection with any such arbitration. Judgment upon any award rendered by the panel of arbitrators, if such award is in accordance with applicable law and the terms of this Agreement, may be entered in any court of competent jurisdiction. The decision of the panel of arbitrators shall be in writing and shall set forth in reasonable detail the basis for such decision. -7-

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date above first written. MICROGYN, INC.
By: /s/ Sanford Fitch Name: Sanford Fitch Title: Chief Financial Officer

CONCEPTUS, INC.
By: /s/ Kathryn Tunstall Name: Kathryn Tunstall Title: President and Chief Executive Officer

MEDICAL SCIENTIFIC, INC.
By: /s/ Paul C. Nardella Name: Paul C. Nardella Title: President

-8-

EXHIBIT 10.27

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date above first written. MICROGYN, INC.
By: /s/ Sanford Fitch Name: Sanford Fitch Title: Chief Financial Officer

CONCEPTUS, INC.
By: /s/ Kathryn Tunstall Name: Kathryn Tunstall Title: President and Chief Executive Officer

MEDICAL SCIENTIFIC, INC.
By: /s/ Paul C. Nardella Name: Paul C. Nardella Title: President

-8-

EXHIBIT 10.27 CONCEPTUS, INC. MASTER CONSULTING AGREEMENT This Agreement is entered into by and between Conceptus, Inc., a Delaware corporation, ("Conceptus"), and Howard Palefsky (hereinafter "Consultant"), this 15th day of October, 1997. In consideration of the mutual promises contained herein, the parties hereto agree as follows: SECTION 1: CONSULTING 1.1 SERVICES. Consultant shall render consulting services in the area of corporate development/strategic acquisitions, including working with the CEO and Board to develop a strategy to acquire complimentary companies, products and technologies and strategy implementation to include identifying/ obtaining sources of financing and structuring the transaction. (hereinafter its "Duties"). Consultant shall consult with the Board of Directors, officers, and department heads of Conceptus, and such other personnel as designated by the President and CEO of Conceptus, in regard to its Duties. 1.2 PROJECT DESIGNATION. Consultant shall work on a per project basis. Upon identification of a project to be performed by Consultant during the term of this Agreement, Conceptus shall prepare a Project Designation in the form attached hereto and marked Exhibit A (the "Project Designation") which shall detail the scope, duration and payment terms for the project in question. Upon obtaining Consultant's consent to work on the project, the Project Designation shall be signed by the parties and attached hereto. Consultant's relationship with respect to such project shall thereafter be governed by this Agreement as supplemented and/or amended by the terms and conditions set forth in the Project Designation. 1.3 SERVICES FOR OTHERS. Consultant shall be free to represent or perform services for other persons during the term of this Agreement, provided that performance of such services does not interfere with Consultant's Duties under this Agreement. However, Consultant agrees that Consultant does not presently

EXHIBIT 10.27 CONCEPTUS, INC. MASTER CONSULTING AGREEMENT This Agreement is entered into by and between Conceptus, Inc., a Delaware corporation, ("Conceptus"), and Howard Palefsky (hereinafter "Consultant"), this 15th day of October, 1997. In consideration of the mutual promises contained herein, the parties hereto agree as follows: SECTION 1: CONSULTING 1.1 SERVICES. Consultant shall render consulting services in the area of corporate development/strategic acquisitions, including working with the CEO and Board to develop a strategy to acquire complimentary companies, products and technologies and strategy implementation to include identifying/ obtaining sources of financing and structuring the transaction. (hereinafter its "Duties"). Consultant shall consult with the Board of Directors, officers, and department heads of Conceptus, and such other personnel as designated by the President and CEO of Conceptus, in regard to its Duties. 1.2 PROJECT DESIGNATION. Consultant shall work on a per project basis. Upon identification of a project to be performed by Consultant during the term of this Agreement, Conceptus shall prepare a Project Designation in the form attached hereto and marked Exhibit A (the "Project Designation") which shall detail the scope, duration and payment terms for the project in question. Upon obtaining Consultant's consent to work on the project, the Project Designation shall be signed by the parties and attached hereto. Consultant's relationship with respect to such project shall thereafter be governed by this Agreement as supplemented and/or amended by the terms and conditions set forth in the Project Designation. 1.3 SERVICES FOR OTHERS. Consultant shall be free to represent or perform services for other persons during the term of this Agreement, provided that performance of such services does not interfere with Consultant's Duties under this Agreement. However, Consultant agrees that Consultant does not presently perform, and does not intend to perform, during the term of this Agreement, consulting or other services for third parties whose businesses or proposed businesses in any way involve the design or use of products that are or would be competitive with the products or proposed products of Conceptus (except for companies previously disclosed by Consultant to Conceptus in writing). Should Consultant propose to perform consulting or other services for any such third party, Consultant agrees to notify Conceptus in writing in advance (specifying the name of the organization for whom Consultant proposes to perform such services) and to provide information to Conceptus sufficient to allow it to determine if the performance of such services would conflict with areas of interest to Conceptus, or any further services that Conceptus might request of Consultant under this Agreement.

1.4 PAYMENT. Conceptus agrees to pay Consultant for its services to be rendered under this Agreement in accordance with the payment terms set forth in each Project Designation. Conceptus shall not be responsible for payment of Consultant's expenses in the performance of its Duties, including, but not limited to, expenses for travel and similar items, unless such expense, which shall be reasonable in amount, is expressly authorized in writing by an Officer or the Controller of Conceptus, prior to the incurring of such expenses, or is permitted under the terms of a Project Designation. Conceptus will reimburse Consultant for such reasonable, authorized expenses incurred by Consultant upon the presentation by Consultant, from time to time, of a detailed and itemized account of such expenses substantiated by receipts. 1.5 TERM. This Agreement shall be for a period of twenty-four (24) months, commencing on October 15, 1997 and terminating on October 14, 1999; however, this Agreement may be terminated at any time by either party by sixty (60) days written notice to the other party. 1.6 INDEPENDENT CONTRACTOR. Consultant's services are to be performed as an independent contractor with the customary and usual independence associated therewith and Consultant shall not be deemed to be an

1.4 PAYMENT. Conceptus agrees to pay Consultant for its services to be rendered under this Agreement in accordance with the payment terms set forth in each Project Designation. Conceptus shall not be responsible for payment of Consultant's expenses in the performance of its Duties, including, but not limited to, expenses for travel and similar items, unless such expense, which shall be reasonable in amount, is expressly authorized in writing by an Officer or the Controller of Conceptus, prior to the incurring of such expenses, or is permitted under the terms of a Project Designation. Conceptus will reimburse Consultant for such reasonable, authorized expenses incurred by Consultant upon the presentation by Consultant, from time to time, of a detailed and itemized account of such expenses substantiated by receipts. 1.5 TERM. This Agreement shall be for a period of twenty-four (24) months, commencing on October 15, 1997 and terminating on October 14, 1999; however, this Agreement may be terminated at any time by either party by sixty (60) days written notice to the other party. 1.6 INDEPENDENT CONTRACTOR. Consultant's services are to be performed as an independent contractor with the customary and usual independence associated therewith and Consultant shall not be deemed to be an employee of Conceptus or to have the authority to enter into any contract on behalf of Conceptus or to otherwise bind Conceptus to any agreement unless expressly authorized in writing to do so. Consultant shall be responsible for payment of all income, social security and other taxes incurred by Consultant. Consultant agrees to indemnify and hold harmless Conceptus to the extent of any obligations imposed by law on Conceptus to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with any payment made to Consultant by Conceptus for Consultant's services provided hereunder. 1.7 NO ASSIGNMENT. Because of the nature of the services to be rendered by Consultant, this Agreement may not be assigned by Consultant without the prior written consent of Conceptus. This Agreement may be assigned in whole or in part by Conceptus without restriction. SECTION 2: CONFIDENTIALITY In consideration of its access to the premises of Conceptus and/or its access to certain Confidential Information of Conceptus, in connection with its business relationship with Conceptus, Consultant hereby represents and agrees as follows: 2.1. CONFIDENTIAL INFORMATION. For purposes of this Agreement, the term "Confidential Information" means: (a) Any information which Conceptus possesses that has been created, discovered or developed by or for Conceptus or which has otherwise been made known to Conceptus, and which has or could have commercial value or utility in the business in which Conceptus is engaged; or

(b) Any information that is related to the business of Conceptus and is generally not known by non-Conceptus personnel. By way of illustration, but not limitation, Confidential Information includes trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements. 2.2 EXCLUSIONS. Notwithstanding the foregoing, the term Confidential Information shall not include: (a) Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Consulting Agreement or any other agreement requiring confidentiality between Conceptus and Consultant;

(b) Any information that is related to the business of Conceptus and is generally not known by non-Conceptus personnel. By way of illustration, but not limitation, Confidential Information includes trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements. 2.2 EXCLUSIONS. Notwithstanding the foregoing, the term Confidential Information shall not include: (a) Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Consulting Agreement or any other agreement requiring confidentiality between Conceptus and Consultant; (b) Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and (c) Information known by Consultant prior to its receipt of such information from Conceptus which prior knowledge can be documented. 2.3 DOCUMENTS. Consultant agrees that, without the express written consent of Conceptus, Consultant will not remove from Conceptus's premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will Consultant make reproductions or copies of same. In the event Consultant receives any such documents or items by personal delivery from any duly designated or authorized personnel of Conceptus, Consultant shall be deemed to have received such express written consent of Conceptus. In the event that Consultant receives any such documents or items, other than through personal delivery as described in the preceding sentence, Consultant agrees to inform Conceptus promptly of its possession of such documents or items. Consultant shall promptly return any such documents or items, along with any reproductions or copies, to Conceptus upon Conceptus's demand or upon termination of this Agreement. 2.4 NO DISCLOSURE. Consultant agrees that Consultant will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of Conceptus, except as may be necessary in the course of its business relationship with Conceptus. Consultant further agrees that Consultant will not use any Confidential Information without the prior written consent of Conceptus, except as may be necessary in the course of its business relationship with Conceptus, and that the provisions of this Section 2.4 shall survive termination of this Agreement.

2.5 PATENTS; COPYRIGHTS. Consultant acknowledges and agrees that all Confidential Information existing or developed by or for Conceptus shall be the sole property of Conceptus, and Conceptus shall be the sole owner of all patent, copyright and other rights and protections in connection therewith. Consultant hereby assigns to Conceptus all right, title and interest that Consultant may have to or acquire in all such Confidential Information. Upon learning of any Confidential Information not already disclosed to Conceptus during the term of this Agreement, Consultant agrees that Consultant will promptly disclose its knowledge of such Confidential Information to Conceptus. 2.6 OWNERSHIP. Consultant agrees that all Confidential Information that is related to or which results from work performed by Consultant for Conceptus ("Inventions") shall be the sole and exclusive property of Conceptus or its nominees. Conceptus and its nominees shall have the right to use and/or to apply for patents, copyrights or other statutory or common law protections for such Inventions in any and all countries. Consultant further agrees (i) to assist Conceptus in every proper way to obtain and from time to time to enforce such patents, copyrights and other rights and protections relating to Inventions, and (ii) to execute and deliver to Conceptus or its nominee upon request all such documents as Conceptus or its nominee may determine are

2.5 PATENTS; COPYRIGHTS. Consultant acknowledges and agrees that all Confidential Information existing or developed by or for Conceptus shall be the sole property of Conceptus, and Conceptus shall be the sole owner of all patent, copyright and other rights and protections in connection therewith. Consultant hereby assigns to Conceptus all right, title and interest that Consultant may have to or acquire in all such Confidential Information. Upon learning of any Confidential Information not already disclosed to Conceptus during the term of this Agreement, Consultant agrees that Consultant will promptly disclose its knowledge of such Confidential Information to Conceptus. 2.6 OWNERSHIP. Consultant agrees that all Confidential Information that is related to or which results from work performed by Consultant for Conceptus ("Inventions") shall be the sole and exclusive property of Conceptus or its nominees. Conceptus and its nominees shall have the right to use and/or to apply for patents, copyrights or other statutory or common law protections for such Inventions in any and all countries. Consultant further agrees (i) to assist Conceptus in every proper way to obtain and from time to time to enforce such patents, copyrights and other rights and protections relating to Inventions, and (ii) to execute and deliver to Conceptus or its nominee upon request all such documents as Conceptus or its nominee may determine are necessary or appropriate (including assignments of inventions). (Such documents may be necessary to: (a) vest in Conceptus or its nominee clear and marketable title in and to Inventions, (b) apply for, prosecute and obtain patents, copyrights and other rights and protections relating to Inventions, or (c) enforce patents, copyrights and other rights and protections relating to Inventions.) Consultant's obligations pursuant to this Section shall continue beyond the termination of its consulting relationship with Conceptus, but Conceptus agrees to compensate Consultant after the termination of the consulting relationship at a reasonable rate for time actually spent or expenses incurred by Consultant at Conceptus's request. 2.7 LIMITS OF APPLICATION. Consultant has been informed and understands that the provisions of Section 2.5 above do not apply to any Invention that qualifies in all respects under Section 2870 of the California Labor Code, which provides: "(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those that either: (i) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer. (ii) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable."

2.8 NO CONFLICTING AGREEMENTS. Consultant represents that Consultant has not brought, and will not bring, to Conceptus, and will not use in the performance of its responsibilities for Conceptus, any materials or documents of a former employer that are not generally available to the public, unless Consultant has obtained the express written consent of such former employer for Consultant's possession and use of such materials or documents for the specific purposes that Consultant proposes to make of such materials or documents under this Agreement. Moreover, Consultant represents that its performance of this Agreement and the performance of its Duties as a consultant of Conceptus does not and will not breach any agreement or relationship of trust and confidence Consultant may have with any third party, whether oral, written or implied. Consultant agrees that Consultant has not entered into and will not enter into any agreement in conflict with this Agreement. 2.9 PUBLICATION. Consultant shall not submit for publication or publish any scientific writing, oral presentation, poster session or any similar disclosure of results or conclusions resulting from the services performed under this Agreement without the prior express written consent of Conceptus. 2.10 REMEDIES. Consultant understands that, in the event Consultant fails to comply with this Article 2 of this

2.8 NO CONFLICTING AGREEMENTS. Consultant represents that Consultant has not brought, and will not bring, to Conceptus, and will not use in the performance of its responsibilities for Conceptus, any materials or documents of a former employer that are not generally available to the public, unless Consultant has obtained the express written consent of such former employer for Consultant's possession and use of such materials or documents for the specific purposes that Consultant proposes to make of such materials or documents under this Agreement. Moreover, Consultant represents that its performance of this Agreement and the performance of its Duties as a consultant of Conceptus does not and will not breach any agreement or relationship of trust and confidence Consultant may have with any third party, whether oral, written or implied. Consultant agrees that Consultant has not entered into and will not enter into any agreement in conflict with this Agreement. 2.9 PUBLICATION. Consultant shall not submit for publication or publish any scientific writing, oral presentation, poster session or any similar disclosure of results or conclusions resulting from the services performed under this Agreement without the prior express written consent of Conceptus. 2.10 REMEDIES. Consultant understands that, in the event Consultant fails to comply with this Article 2 of this Agreement, Conceptus may suffer irreparable harm that may not be adequately compensated by monetary damages. Accordingly, Consultant agrees that, in the event of its breach or threatened breach of any term of this Article 2, Conceptus shall be entitled to injunctive or other preliminary or equitable relief in addition to such other remedies as may be available to Conceptus for such breach or threatened breach, including damages. SECTION 3: MISCELLANEOUS 3.1 ACTIONS; EXPENSES. In the event of any action at law or in equity to enforce the provisions of this Agreement, the unsuccessful party shall pay to the other all costs and expenses so incurred, including attorneys' fees. 3.2 GOVERNING LAW. This Agreement shall be construed in accordance with and governed by the laws of the State of California. 3.3 NOTICE. Any notice required or permitted to be given by Conceptus under this Agreement shall be in writing and shall be deemed received and sufficient when delivered personally or sent by telecopy or seventy-two (72) hours after being deposited in the U.S. mail or with a courier service. Any notice required or permitted to be given by Consultant under this Agreement shall be in writing and shall be deemed received and sufficient when received by Conceptus. The parties hereto agree that all such notices shall be delivered to the addresses specified below. 3.4 ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior

oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or a waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of Agreement.

Consultant and Conceptus hereby accept and agree to the above terms and acknowledge receipt of a copy of this Agreement. CONCEPTUS, INC. (HIRING AUTHORITY)
By: /s/ Kathryn Tunstall ------------------------------------------

oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or a waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of Agreement.

Consultant and Conceptus hereby accept and agree to the above terms and acknowledge receipt of a copy of this Agreement. CONCEPTUS, INC. (HIRING AUTHORITY)
By: /s/ Kathryn Tunstall -----------------------------------------Name: Kathryn Tunstall --------------------------------------Title: President and Chief Executive Officer ----------------------------------------

Address: 1021 Howard Avenue San Carlos, CA 94070 Telephone: (415) 802-7240 CONCEPTUS, INC. (CHIEF FINANCIAL OFFICER)
By: /s/ Sanford Fitch -----------------------------------------

Name: Sanford Fitch --------------------------------------Title: Chief Financial Officer ---------------------------------------

Address: 1021 Howard Avenue San Carlos, CA 94070 Telephone: (415) 802-7240 "CONSULTANT"
By: /s/ Howard D. Palefsky -----------------------------------------Name: Howard D. Palefsky ----------------------------------------

Address: 2800 Sand Hill Road, Suite 120 Menlo Park, CA 94025 Telephone: (650) 234-8215

EXHIBIT A

Consultant and Conceptus hereby accept and agree to the above terms and acknowledge receipt of a copy of this Agreement. CONCEPTUS, INC. (HIRING AUTHORITY)
By: /s/ Kathryn Tunstall -----------------------------------------Name: Kathryn Tunstall --------------------------------------Title: President and Chief Executive Officer ----------------------------------------

Address: 1021 Howard Avenue San Carlos, CA 94070 Telephone: (415) 802-7240 CONCEPTUS, INC. (CHIEF FINANCIAL OFFICER)
By: /s/ Sanford Fitch -----------------------------------------

Name: Sanford Fitch --------------------------------------Title: Chief Financial Officer ---------------------------------------

Address: 1021 Howard Avenue San Carlos, CA 94070 Telephone: (415) 802-7240 "CONSULTANT"
By: /s/ Howard D. Palefsky -----------------------------------------Name: Howard D. Palefsky ----------------------------------------

Address: 2800 Sand Hill Road, Suite 120 Menlo Park, CA 94025 Telephone: (650) 234-8215

EXHIBIT A PROJECT DESIGNATION 1. DESCRIPTION OF PROJECT: Consultant shall render consulting services in the area of corporate development/strategic acquisitions, including working with the CEO and Board to develop a strategy to acquire complimentary companies, products and technologies and strategy implementation to include identifying/ obtaining sources of financing and structuring the transaction. Consultant shall consult with the Board of Directors, officers, and department heads of Conceptus, and such other personnel as designated by the President and CEO of Conceptus, in regard to its Duties.

EXHIBIT A PROJECT DESIGNATION 1. DESCRIPTION OF PROJECT: Consultant shall render consulting services in the area of corporate development/strategic acquisitions, including working with the CEO and Board to develop a strategy to acquire complimentary companies, products and technologies and strategy implementation to include identifying/ obtaining sources of financing and structuring the transaction. Consultant shall consult with the Board of Directors, officers, and department heads of Conceptus, and such other personnel as designated by the President and CEO of Conceptus, in regard to its Duties. 2. TIME DEVOTED TO PROJECT: One day per week (52 days per year) 3. COMPENSATION: $100,000.00 per year, and 90,000 shares of stock, vested 1/24 monthly over two years. (a) PAYMENT SCHEDULE: $ 8,333.33 monthly (b) EXPENSES AUTHORIZED FOR REIMBURSEMENT BY CONCEPTUS: Out-of-pocket expenses, including local travel and local telephone calls, shall be reimbursed by Conceptus. Conceptus shall reimburse Consultant for any pre-approved out-of-area travel and long-distance telephone calls, including car and cellular telephone calls. (c) INVOICE SUBMISSION AND PAYMENT: Invoices shall be submitted to Conceptus monthly. Invoices shall be paid by Conceptus within thirty (30) days of invoice date. Conceptus will not be liable for reimbursable expenses incurred but not billed within three months after the date of such expenses. 5. DURATION OF PROJECT: Two Years

Signatures: CONCEPTUS, INC. (HIRING AUTHORITY)
By: /s/ Kathryn Tunstall -----------------------------------------Name: Kathryn Tunstall ---------------------------------------Title: President and Chief Executive Officer -----------------------------------------

Address: 1021 Howard Avenue San Carlos, CA 94070 Telephone: (415) 802-7240 CONCEPTUS, INC. (CHIEF FINANCIAL OFFICER)
By: /s/ Sanford Fitch ------------------------------------Name: Sanford Fitch ----------------------------------Title: Chief Financial Officer

Signatures: CONCEPTUS, INC. (HIRING AUTHORITY)
By: /s/ Kathryn Tunstall -----------------------------------------Name: Kathryn Tunstall ---------------------------------------Title: President and Chief Executive Officer -----------------------------------------

Address: 1021 Howard Avenue San Carlos, CA 94070 Telephone: (415) 802-7240 CONCEPTUS, INC. (CHIEF FINANCIAL OFFICER)
By: /s/ Sanford Fitch ------------------------------------Name: Sanford Fitch ----------------------------------Title: Chief Financial Officer ---------------------------------

Address: 1021 Howard Avenue San Carlos, CA 94070 Telephone: (415) 802-7240 "CONSULTANT"
By: /s/ Howard D. Palefsky -----------------------------------------

Name: Howard D. Palefsky ----------------------------------------

Address: 2800 Sand Hill Road, Suite 120 Menlo Park, CA 94025 Telephone: (650) 234-8215

Exhibit 23.1 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-4186 and 33330149) pertaining to the 1995 Directors Stock Option Plan, 1995 Employee Stock Purchase Plan, 1993 Stock Plan of Conceptus, Inc. of our report dated February 2, 1998, with respect to the consolidated financial statements of Conceptus, Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. Palo Alto, California

Exhibit 23.1 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-4186 and 33330149) pertaining to the 1995 Directors Stock Option Plan, 1995 Employee Stock Purchase Plan, 1993 Stock Plan of Conceptus, Inc. of our report dated February 2, 1998, with respect to the consolidated financial statements of Conceptus, Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. Palo Alto, California March 25, 1998

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED ARTICLE 5 MULTIPLIER: 1,000

YEAR DEC 31 1997 JAN 01 1997 DEC 31 1997 9,250 17,808 617 77 355 28,243 2,060 (970) 29,480 1,635 0 0 0 63,505 (36,001) 29,480 1,426 1,426 3,516 3,516 11,752 (96) 13 (12,058) 0 (12,058) 0 0 0 (12,058) (1.29) (1.29)

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES

3 MOS DEC 31 1996 JAN 01 1996 MAR 31 1996 46,666 1,281

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED ARTICLE 5 MULTIPLIER: 1,000

YEAR DEC 31 1997 JAN 01 1997 DEC 31 1997 9,250 17,808 617 77 355 28,243 2,060 (970) 29,480 1,635 0 0 0 63,505 (36,001) 29,480 1,426 1,426 3,516 3,516 11,752 (96) 13 (12,058) 0 (12,058) 0 0 0 (12,058) (1.29) (1.29)

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE

3 MOS DEC 31 1996 JAN 01 1996 MAR 31 1996 46,666 1,281 93 42 8 48,262 965 485 48,765 1,288 0 0 0 61,583 (14,216) 48,765 82 82 159 159 1,780 0 8

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

3 MOS DEC 31 1996 JAN 01 1996 MAR 31 1996 46,666 1,281 93 42 8 48,262 965 485 48,765 1,288 0 0 0 61,583 (14,216) 48,765 82 82 159 159 1,780 0 8 (1,465) 0 (1,465) 0 0 0 (1,465) (0.24) (0.24)


				
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