Am. No. 1 To International Distributor

Exhibit 10.15(a)


January 1, 2002


Thomas Meyer Disetronic Handels AG Disetronic Medical Systems AG Brunnmattstrasse 6, Pf 480 CH-3401Burgdorf Switzerland


Re: International Distributor Agreement between TheraSense, Inc. and Disetronic
Handels AG effective September 13, 2000 (the "Agreement")


Dear Thomas,


This letter is to confirm our agreement with your requested assignment of the Agreement from Disetronic Handels AG to Disetronic Medical Systems AG. The requested assignment shall be effective as of September 13, 2000.


Please return an executed copy of this letter to my attention.


Sincerely,


/s/ LARRY HUFFMAN


Larry Huffman


Acknowledged and Agreed:


Disetronic Handels AG Disetronic Medical Systems AG


By: /s/ THOMAS MEYER By: /s/ THOMAS MEYER
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Thomas Meyer Thomas Meyer


Title: CEO Title: CEO
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AMENDMENT TO


INTERNATIONAL DISTRIBUTOR AGREEMENT


THIS AMENDMENT TO INTERNATIONAL DISTRIBUTOR AGREEMENT (the "Amendment") is entered into effective January 1, 2002 (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, a corporation organized under the laws of Switzerland with a principal place of business at Brunnmattstrasse 6 CH-3401 Burgdorf, Switzerland ("Disetronic"). Unless otherwise defined herein, all capitalized terms used in this Amendment shall have the meaning given to them in the International Distributor Agreement between TheraSense and Disetronic effective September 13, 2000 (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 so that Disetronic can sell FreeStyle Products in additional countries.


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


1. European Territory. Section 1.12.1 of the Agreement shall be amended and
restated in its entirety to read as follows:


"1.12.1 'FreeStyle Territory' shall mean Switzerland, Germany,
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Austria, The Netherlands, Denmark, Sweden, Norway, Finland,
Belgium, Italy and France."


2. Payment. Section 1.19 of the Agreement shall be amended and restated in its
entirety to read as follows:


"1.19 'Payment' shall mean the lesser of (i) [***] or (ii) [***]
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Disetronic's [***] over the last [***] immediately preceding
termination of this Agreement."


3. Exhibit A. Exhibit A to the Agreement shall be amended and restated in its
entirety to read as set forth on Exhibit A to this Amendment.


*** Confidential Treatment Requested


4. Exhibit B. Exhibit B to the Agreement shall be amended and restated in its
entirety to read as set forth on Exhibit B to this Amendment.


5. Exhibit C. Exhibit C to the Agreement shall be amended and restated in its
entirety to read as set forth on Exhibit C to this Amendment.


6. Term. Section 13.1 of the Agreement shall be amended and restated in its
entirety to read as follows:


"13.1 Initial Term. The initial term of this Agreement shall commence
------------
on the Effective Date and shall continue in force until December 31,
2006, unless terminated earlier under the provisions of this Article
13 (the "Initial Term"). At the end of the Initial Term, this
Agreement shall automatically renew for subsequent two (2) year terms
unless written notice of termination is given by either party to the
other party at least one (1) year prior to the Agreement's
then-current expiration date. If Disetronic annual [***] from
TheraSense for any calendar year prior to [***] exceed [***], then the
Initial Term of this Agreement shall continue in force until December
31, 2008."


7. Launch. Disetronic shall use diligent efforts to prepare and to receive
reimbursement in [***] as well as to commence commercial sales of
FreeStyle Products ...