TERMINATION AND REPURCHASE AGREEMENT

Exhibit 10.1

TERMINATION AND REPURCHASE AGREEMENT

     This Termination and Repurchase Agreement, effective as of June 11, 2007, is entered into by and between Aspect Medical Systems, Inc., a Delaware corporation having a principal place of business at One Upland Road, Norwood, Massachusetts 02062 (“AMS”), and Boston Scientific Corporation, a Delaware corporation having a principal place of business at One Boston Scientific Place, Natick, Massachusetts 01760 (“BSC”).

     WHEREAS, AMS and BSC entered into that certain OEM Product Development Agreement as of August 7, 2002 (as amended January 31, 2005 and February 5, 2007, the “2002 Agreement”), pursuant to which AMS was to develop certain products that BSC would then commercialize for sale and pursuant to which AMS granted BSC an exclusive option to become the distributor for a period of time of certain AMS products; and

     WHEREAS, AMS and BSC entered into that certain Product Development and Distribution Agreement as of May 23, 2005 (the “2005 Agreement”) pursuant to which AMS was to develop new applications of its brain-monitoring technology in the area of the diagnosis and treatment of neurological, psychiatric and pain disorders and BSC was appointed the exclusive distributor of such products; and

     WHEREAS, AMS and BSC entered into that certain Letter Agreement dated August 7, 2002 (the “Letter Agreement”), and that certain Security Agreement dated August 7, 2002 (the “Security Agreement”), pursuant to which BSC agreed to make revolving interest-bearing loans (the “Revolving Loans”) to AMS from time to time at the request of AMS, such revolving loans being evidenced by that certain promissory note in the original principal amount of $5,000,000 dated August 7, 2002 made by AMS in favor of BSC (the “Revolving Note” and together with the Letter Agreement and the Security Agreement, the “Credit Agreements”); and

     WHEREAS, AMS and BSC entered into (a) that certain Stock Purchase Agreement dated as of August 7, 2002 pursuant to which AMS sold and BSC purchased 1,428,572 shares (the “2002 Shares”) of AMS Common Stock, $0.01 par value per share (the “Common Stock”) and (b) that certain Stock Purchase Agreement dated as of April 7, 2004 pursuant to which AMS sold and BSC purchased 500,000 shares of Common Stock (the “2004 Shares” and together with the 2002 Shares, the “Initial Shares”); and

     WHEREAS, BSC holds of record as of the date of this Agreement an aggregate of 6,013,239 shares (the “Shares”) of Common Stock, including the Initial Shares; and

     WHEREAS BSC and AMS now intend to terminate the 2002 Agreement, the 2005 Agreement and the Credit Agreements and AMS will repurchase an aggregate of 2,000,000 Shares immediately, consisting of the Initial Shares and an additional 71,428 Shares (collectively, the “Purchased Shares”) and BSC will grant AMS an option to repurchase the remaining Shares, all on the terms set forth herein.

     NOW THEREFORE, the parties agree as follows:

ARTICLE I

TERMINATION

      1.1. TERMINATION OF 2002 AGREEMENT AND 2005 AGREEMENT. The 2002 Agreement and 2005 Agreement shall terminate effective immediately upon and subject to completion of the delivery and payment contemplated on the Initial Purchase Date pursuant to Section 2.1 hereof (the “Termination Date”) and thereafter shall have no further force or effect. Notwithstanding anything to the contrary in either Section 10.3 of the 2002 Agreement or Section 12.3 of the 2005 Agreement, all obligations under such Agreements shall cease effective on the Termination Date, and on such Termination Date all rights granted by either party under such Agreements shall terminate (including, but not limited to, the rights and obligations specified in Section 10.3 of the 2002 Agreement or Section 12.3 of the 2005 Agreement as surviving termination) except that only Section 11.2 of the 2002 Agreement and Section 13.2 of the 2005 Agreement shall survive the Termination Date.

      1.2. TERMINATION OF CREDIT AGREEMENTS. The Credit Agreements shall terminate effective immediately upon and subject to the Termination Date and thereafter shall have no further force or effect and on the Termination Date the Revolving Note shall be deemed cancelled. In furtherance of the foregoing, BSC agrees to execute such documents and instruments, and also hereby authorizes AMS take such further actions and to execute and file any such documents and instruments, as may be reasonably required in order to effect the release of any lien or security interest that may currently be in force with respect to any Collateral (as defined in the Security Agreement) of AMS pursuant to the Credit Agreements. BSC hereby agrees and acknowledges that no Revolving Loan, or any interest or fees in connection therewith, or any other indebtedness of AMS to BSC, is currently outstanding.

ARTICLE II

      2.1. SALE AND PURCHASE; CONSIDERATION . On the terms and subject to the conditions herein, AMS hereby agrees to purchase from BSC, and BSC hereby agrees to sell to AMS, the Purchased Shares at a price per share equal to the average closing price of the Common Stock as reported on the Nasdaq Global Market for the twenty (20) consecutive trading days up to and including the date of execution of this Agreement (the “Initial Per Share Purchase Price”).

      2.2. DELIVERY AND PAYMENT. Within two business days after the date of execution of this Agreement (the “Initial Purchase Date”) (i) BSC will deliver to AMS the certificate or certificates representing the Purchased Shares, together with a stock power and assignment duly executed in blank in the form attached hereto as Exhibit A , and (ii) AMS will deliver to BSC an amount equal to the product of (x) the Initial Per Share Purchase Price multiplied by (y) the aggregate number of Purchased Shares (the “Initial Purchase Price”), by wire transfer of U.S. Dollars in immediately available funds.

      2.3. REPRESENTATIONS AND WARRANTIES OF BSC. As an inducement to AMS to enter into this Agreement, BSC hereby represents and warrants to AMS that the following statements are true, correct and complete in all material respects as of the date hereof, and shall be true, correct and complete in all material respects as of the Initial Purchase Date, and as of each Call Option Purchase Date (except that on each Call Option Purchase Date, the representations with respect to the Shares shall mean the total number of Shares being purchased on such date):

           2.3.1 Requisite Power and Authority . BSC has all requisite right, power and authority and full legal capacity to enter into this Agreement, to carry out BSC’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by BSC and, assuming due authorization, execution and delivery by AMS, constitutes a valid and binding obligation of BSC enforceable against BSC in accordance with its terms.

           2.3.2 Ownership of Shares . BSC is the lawful owner of the Shares and has full right, title and interest in and to the Shares, subject to no security interest, pledge, mortgage, lien, charge, encumbrance, adverse claim, preemptive right, preferential arrangement or restriction of any kind, including, without limitation, any restriction on the use, voting, transfer (other than restrictions under the Securities Act of 1933, as amended, and state securities laws), receipt of income or other exercise of any attributes of ownership that would impair BSC’s right or ability to transfer the Shares to AMS.

           2.3.3 Information. BSC has had the opportunity to discuss with AMS’s officers and other directors the terms of the transactions contemplated by this Agreement. BSC acknowledges that by selling the Shares to AMS pursuant to this Agreement, BSC will not benefit in any way from any future appreciation in the market value of the Shares repurchased by AMS or any future sale of AMS or any of its subsidiaries of any of their assets and businesses or from any future distributions of cash or other property by AMS to its shareholders.

           2.3.4 Purchase Price. BSC agrees that the Initial Purchase Price and the Option Purchase Price (as defined below) were negotiated and determined between the parties following arm’s length negotiations.

           2.3.5 Consents . No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing of or with any governmental authority or third party is required in conne