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          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.
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                                                                    Exhibit 10.2

                                 AMENDMENT NO. 1
                                       TO
                                ROYALTY AGREEMENT

      This Amendment No. 1 (this "Amendment"), dated as of November 5, 2001, to
the Royalty Agreement, dated as of October 19, 2001, as amended by letter
agreement also dated October 19, 2001 (the "Royalty Agreement"), is by and
between NMT Medical, Inc., a Delaware corporation ("NMT"), and C.R. Bard, Inc.,
a New Jersey corporation ("Bard").

      WHEREAS, NMT and Bard have heretofore executed and entered into the
Royalty Agreement; and

      WHEREAS, pursuant to Section 4.1(a) of the Royalty Agreement, NMT and Bard
may amend, modify or supplement the Royalty Agreement only by a written
instrument executed by each of the parties; and

      WHEREAS, NMT and Bard desire to further amend the Royalty Agreement on the
terms and conditions set forth in this Amendment.

      NOW, THEREFORE, the parties hereto agree as follows:

      1. Amendment. Section 1.4 of the Royalty Agreement is hereby deleted and
the following new Section 1.4 inserted in lieu thereof:

            "1.4 Net Sales Defined. For purposes of this Agreement, "Net Sales"
      with respect to a Product shall mean, for any fiscal quarter, the gross
      invoiced sales of such Product by Bard or any Affiliate of Bard to all
      non-affiliated third parties, less the following offsets and deductions:
      (i) sales, use or value-added taxes, to the extent included in the gross
      invoiced sales; and (ii) freight and handling charges, to the extent
      included in the gross invoiced sales; and (iii) relevant customary cash,
      trade and quantity discounts and rebates actually granted and given by
      Bard or an Affiliate to customers, including but not limited to
      administrative fees paid to any group purchasing organization of which the
      customer is a member; and (iv) allowances, credits and payments for
      returned Products. In the event the Product is sold in kit or in
      combination with any item which is not covered by the Intellectual
      Property Rights ("Kit"), the Net Sales of such Product shall be determined
      for each quarter by application of the following formula:

[**]

o     "Average Retail Price" means (a) with respect to each component in a Kit
      that is not a Product, the average retail sales price to hospitals of such
      component during such quarter, and (b) with respect to each Product in a
      Kit, Bard's or its Affiliate's Average Sale Price for such Product, as
      sold separately.

o     "Average Sale Price," for either a Kit or a Product in a Kit, shall be
      calculated by dividing (A) Bard's or its Affiliate's gross invoiced
      selling price during such fiscal quarter for all such


      Kits or separately-sold Products, as the case may be, less applicable
      deductions and offsets set forth above, divided by (B) the total number of
      such Kits or separately-sold Products, as the case may be, sold by Bard or
      its Affiliate during such fiscal quarter."

      2. Full Force and Effect. Except as expressly amended hereby, the Royalty
Agreement shall continue in full force and effect and is in all respects
ratified and confirmed.

      3. Governing Law. This Amendment shall be governed by, and construed and
enforced in accordance with, the substantive laws of the Commonwealth of
Massachusetts, without giving effect to its conflicts of laws rules.

      4. Counterparts. This Amendment may be executed in any number of
counterparts, each of such counterparts shall for all purposes be deemed an
original and all such counterparts shall together constitute but one and the
same instrument.

      IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
Royalty Agreement to be executed in counterparts as of the date first written
above.


NMT MEDICAL, INC.                    C.R. BARD, INC.


By:  John E. Ahern                   By:  Robert Mellen
  -------------------------------       ----------------------------------------

Its: President & Chief Executive     Its: President, Bard Peripheral
     Officer                         Technologies, a division of C.R. Bard, Inc.
   ------------------------------    -------------------------------------------


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