Amendment No. 2 To The Oem Product Development Agreement

Exhibit 10.1 AMENDMENT NO. 2 TO OEM PRODUCT DEVELOPMENT AGREEMENT This AMENDMENT NO. 2 (" Amendment No. 2" ) is made this 5th day of February, 2007, by and between Aspect Medical Systems, Inc., a Delaware corporation (" AMS" ), and Boston Scientific Corporation, a Delaware corporation (" BSC" ), and amends that certain OEM PRODUCT DEVELOPMENT AGREEMENT, dated as of August 7, 2002, among AMS and BSC (the " Agreement" ), as amended by that certain Amendment No. 1 to OEM PRODUCT DEVELOPMENT AGREEMENT, dated as of January 31, 2005, among AMS and BSC (" Amendment No. 1" ). Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to them in the Agreement. WHEREAS, pursuant to the Agreement, AMS agreed to work exclusively with BSC during the Joint Development Period to develop Joint Products; WHEREAS , pursuant to the Agreement, AMS granted to BSC an exclusive option to become the distributor for a period of time of Company Products on the terms set forth in the Agreement, referred to in the Agreement, in Amendment No. 1 and in this Amendment No. 2 as the " Distribution Option" . WHEREAS, AMS and BSC have previously executed Amendment No. 1, pursuant to which each of (i) the Joint Development Period, (ii) the Option Period, (iii) the Distribution Term and (iv) the Term of the Agreement were extended; WHEREAS , AMS and BSC wish to further extend (i) the Joint Development Period, (ii) the Option Period, (iii) the Distribution Term and (iv) the Term of th ...