Amendment #2 To International Distributor Agreement

EXHIBIT 10.15(b)


AMENDMENT TO

INTERNATIONAL DISTRIBUTOR AGREEMENT


THIS AMENDMENT TO INTERNATIONAL DISTRIBUTOR AGREEMENT (the "Amendment") is entered into effective January 1, 2003 (the "Amendment Effective Date") by and between TheraSense, Inc., a Delaware corporation with a principal place of business at 1360 South Loop Road, Alameda, California 94502, USA ("TheraSense"), and Disetronic Medical Systems AG, with a principal place of business at Kirchbergstrasse 190, CH-3401 Burgdorf, Switzerland, and Disetronic Injection Systems AG, with a principal place of business at Brunnmattstrasse 6, CH-3401 Burgdorf, Switzerland, both corporations organized under the laws of Switzerland (the latter corporation referred to hereinafter as "Disetronic"). Unless otherwise defined herein, all capitalized terms used in this Amendment shall have the meaning given to them in the International Distributor Agreement dated September 13, 2000, as amended (the "Agreement").


WHEREAS, the parties hereto entered into the Agreement pursuant to which, among other things, Disetronic distributes TheraSense's FreeStyle Products.

WHEREAS, the parties desire to amend the Agreement pursuant to this Amendment.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Consideration. Upon the signing of this Amendment Disetronic Medical Systems AG shall wire transfer Fifteen Million U.S. Dollars (U.S. $ 15,000,000) to TheraSense.

2. Assignment; Release. The Agreement shall be assigned to Disetronic Injection Systems AG, which hereby assumes all obligations and liabilities of Disetronic Medical Systems AG thereunder, regardless of the date on which such obligations or liabilities may have arisen. In acknowledgement thereof, and in consideration of the payment described above, TheraSense hereby releases Disetronic Medical Systems AG and Disetronic Handels AG from and forever waives any claims against either of them with respect to any obligation or liability arising out of or in connection with the Agreement. 3. Transfer Price Adjustments. The second and third sentences of Section 3.3.2 of the Agreement shall be deleted in their entirety. The transfer price for the System Kit specified in Exhibit B shall be [***].

***Confidential Treatment Requested


4. Minimum Purchase Obligations. The final sentence of Section 7.3.1 shall be deleted and the following language shall be subst ...