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AMENDMENT TO SHARE PURCHASE AND CALL OPTION AGREEMENT

This amendment (“ Amendment ”) to the Share Purchase and Call Option Agreement dated January 17, 2004 is entered into on February 27, 2007 (“ Amendment Effective Date ”),

BETWEEN:

1.                                                Conceptus Inc. , a company organized under the laws of the State of Delaware, the registered office of which is at 331 E. Evelyn Street, Mountain View, California, United States of America, represented by Mark Siezckarek in his capacity of President and Chief Executive Officer, duly authorized for the purpose hereof,

(hereinafter referred to as the “ Seller ” or the “ Beneficiary ”),

AND :

2.                                                Mr. Yves Guillemain d’Echon, born on July 30, 1956, at Nevers, France, French citizen, living at 3, rue Jacques Lemercier 78000 Versailles, married under the communauté réduite aux acquêts regime ,

3.                                                Mr. Jean-Christophe Bodin, born on February 25, 1957, at Neuilly sur Seine, French citizen, living at 3, rue Charles Gounod 94440 Santeny, married under the séparation des biens regime,

(the parties 2 and 3 are acting jointly and severally and hereinafter referred to as the “ Managers ”),

4.                                                Mrs. Catherine Guillemain d’Echon, née Johanet, born on June 22, 1958, at Donzy, French citizen, living at 3, rue Jacques Lemercier 78000 Versailles, married under the communauté réduite aux acquêts regime,

5.                                                Mr. Florent Guillemain d’Echon, born on February 28, 1982, at Lyon, France, French citizen, living at 3, rue Jacques Lemercier 78000 Versailles, single,

6.                                                Mr. Alban Guillemain d’Echon, born on August 5, 1983, at Lyon, France, French citizen, living at 3, rue Jacques Lemercier 78000 Versailles, single,

7.                                                Mr. Tristan Guillemain d’Echon, born on August 15, 1985, at Cosnes-Cours sur Loire, France, French citizen, living at 3, rue Jacques Lemercier 78000 Versailles, single,

8.                                                Mr. Jean Guillemain d’Echon, born on September 10, 1981, at Clermont Ferrand, France, French citizen, living at 36 avenue de Villeneuve l’Etang, Maison Principal-rez de jardin 78000 Versailles, single,

9.                                                Mrs. Katia Bodin, née Agostini, born on August 30, 1966, at Metz, France, French citizen, living at 3, rue Charles Gounod 94440 Santeny, married under the séparation des biens regime,

10.                                         Miss. Fabienne Gairin, born on September 20, 1957, at Lorient, France, French citizen, living atLe clos de la chaine, 9, rue Charjes d’Orléans 78570 Plaisir, divorced,

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11.                                         Miss. Isabelle Viroulet, born on July 7, 1973, at Saint Ouen, France, French citizen, living at 3, Cité de l’Alma, 75007 Paris, single,

12.                                         Miss. Aurélie Blanchard, born on July 4, 1982, at Agen, France, French citizen, living at7, rue Auguste Renoir, 78390 Bois d’Arcy, single,

13.                                         Mr. Didier Pinget, born on November 28, 1961, at Sainte Foy le Lyon, French citizen, living at 9 Boulevard des Brotteaux 69006 Lyon, married under the séparation des biens regime,

14.                                         Mr. Eric Tourraud, born on June 5, 1954, at Paris, France, French citizen, living at12, rue des Troubadours, 66350 Toulouges, divorced,

15.                                            Mr. Philippe Maréchal, born on April 24, 1962, at Juvisy, French citizen, living at 12, avenue de Verdun 78170 La Celle Saint Cloud, married under the séparation des biens regime,

(the parties 4 to 15 are acting jointly and severally and are hereinafter referred to as the “ Managers Partners ”),

The Managers and Managers Partners acting jointly and severally and are hereinafter referred to collectively as the “ Purchasers ” or the “ Grantors ,” and

16.                                         Conceptus SAS , a company organized under the laws of France, the registered office of which is at 7/9 rue du Maréchal Foch, registered at the Versailles register under the number 440 204 964, represented by Mr. Yves Guillemain d’Echon in his capacity of Président , duly authorized.

(hereinafter referred to as the “ Company ”),

The Seller/Beneficiary, the Purchasers/Grantors, and the Company are hereinafter referred to individually as a “ Party ” and collectively as the “ Parties .”

RECITALS:

(A)                                         The Parties have entered into a Share Purchase and Call Option Agreement dated January 17, 2004 (“ Agreement ”) pursuant to which the Purchasers acquired 100% of the shares in the Company from the Beneficiary and the Beneficiary sold such shares to the Purchasers.

(B)                                         The Agreement grants the Beneficiary an option to purchase the issued and outstanding shares of the Company during specified periods for the purchase price specified in the Agreement.

(C)                                         The Parties desire to amend the Agreement such that, subject to the terms and conditions of this Amendment, the Beneficiary shall be obligated to exercise the option to purchase the issued and outstanding shares in the Company on or before January 2, 2009 or in connection with a Change in Control.

(D)                                         The Parties are entering into an amendment of even date herewith to the Distribution Agreement dated January 17, 2004 between the Beneficiary and the Company (“ Distribution Agreement Amendment ”) pursuant to which the price paid by Company for

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products provided by the Beneficiary and the minimum purchase requirements under the Distribution Agreement after the Amendment Effective Date shall be adjusted.

NOW, THEREFORE , the Parties agree as follows:

1                              DEFINITIONS

All terms with initial capital letters that are not defined immediately below or elsewhere in this Amendment shall have the meanings given them in the Agreement.  For the purpose of this Amendment:

Any reference to the term “change of control” (without any capital letters) contained in the Agreement is hereby replaced by the terms “Change in Control.”

2                              EXERCISE OF CALL OPTION

The Beneficiary agrees, subject to the satisfaction of the conditions precedent set out in Section 4.1 below, to exercise the Call Option in accordance with the Agreement by providing a Notice of Interest to Grantors’ and Managers’ Agent on or before the earlier of (i) January 2, 2009 and (ii) 120 days after the closing date of a Change in Control, but only if such closing date occurs on or after January 1, 2008.  The Beneficiary further agrees that it will not exercise the Call Option in accordance with the Agreement at any time prior to January 1, 2008.  The Beneficiary will use good faith efforts to notify the Grantors’ and Managers’ Agent of its intent to exercise the Call Option 60 days prior to the date it intends to provide the Notice of Interest.

3                              DEFINITION OF OPTION PERIODS

3.1                        Section 7.1.1(2) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Starting as from the earlier of (i) the date the Audited Financial Statements for the Fiscal Year 2006 are notified by the Grantors’ and Managers’ Agent to the Beneficiary and (ii) July 31, 2007, and continuing until the beginning of Option Period 2 (“ Option Period 1 ”);”

3.2                        Section 7.1.1(3) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Starting as from the earlier of (i) the date the Audited Financial Statements for the Fiscal Year 2007 are notified by the Grantors’ and Managers’ Agent to the Beneficiary and (ii) July 31, 2008, and continuing until the beginning of Option Period 3 (“ Option Period 2 ”);”

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4                              CONDITIONS PRECEDENT

4.1                        The obligation of the Beneficiary to exercise the Call Option as set out in Section 2 above and acquire the Option Shares is subject to the satisfaction of all of the following conditions precedent at all times between the date of the Notice of Interest and the Transfer of the Option Shares Date:

4.1.1                         there is no event, circumstance, condition, fact, effect, or other matter (including any matters listed on the Disclosure Schedule) that would, alone or in combination with other matters, cause any of the representations and warranties set forth in Section 7.5 of the Agreement to be inaccurate or untrue;

4.1.2                         neither the Grantors nor the Company is in breach of the Agreement or the Distribution Agreement;

4.1.3                         the aggregate of (i) the Company’s liabilities and (ii) the profits made by the Company during the period beginning on January 1, 2007 and ending on the Transfer of the Option Shares Date, as determined in accordance with the Accounting Principles, (said aggregate amount being referred to as the “ Company’s Adjusted Liabilities ”) do not exceed the Company’s assets as determined in accordance with the Accounting Principles, and the Company’s Adjusted Liabilities would not exceed the Company’s assets as determined in accordance with the Accounting Principles immediately after the Transfer of the Option Shares Date;

4.1.4                         the Company shall have purchased from the Beneficiary (i) at least 17,500 units of Conceptus Products (meaning Essure kits containing two products) in calendar year 2007 and (ii) at least 5,685 units of Conceptus Products in each full calendar quarter that has elapsed in 2008 prior to the Transfer of the Option Shares Date (provided that if a full calendar quarter has not elapsed in 2008 at the time of the Notice of Interest, the condition precedent described in clause (ii) shall not apply);

4.1.5                         the reimbursement rate for the Essure procedure established by the French government is, together with the applicable value-added tax, equal to or greater than €628.90;

4.1.6                         no event, circumstance, condition, fact, effect, or other matter exists that, alone or in combination with other matters, Materially Adversely Affects one or all of the Companies or that has or is reasonably likely to have a material adverse effect on the business, assets, condition (financi