8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 25, 2009

INSULET CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-33462	04-3523891
(State or Other Jurisdiction	(Commission File No.)	(IRS Employer
of Incorporation)		Identification No.)

9 Oak Park Drive
Bedford, Massachusetts 01730
(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (781) 457-5000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Definitive Material Agreement.

Amendment to Shareholder Rights Plan

     On September 25, 2009, the Board of Directors of Insulet Corporation (the “Company”) approved an Amendment (the “Rights Amendment”) to the Shareholder Rights Agreement, dated as of November 14, 2008 by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”) (as so amended, the “Rights Agreement”).

     In connection with the Company entering into the Securities Purchase Agreement (as defined below), the Company entered into the Rights Amendment with the Rights Agent. The Rights Amendment, among other things, renders the Rights Agreement inapplicable to the acquisition of shares of Common Stock, par value $0.001 per share (“Common Stock”) by Deerfield Private Design Fund, L.P. (“DPDF”), Deerfield Private Design International, L.P. (“DPDI”), Deerfield Partners, L.P. (“DP”) and Deerfield International Limited (collectively with DPDF, DPDI and DP, the “Deerfield Parties”), pursuant to the Securities Purchase Agreement and the transactions contemplated by the Securities Purchase Agreement. The Rights Amendment provides that acquisition of shares of Common Stock by the Deerfield Parties will not result in either the Deerfield Parties or any of their Affiliates or Associates being deemed an “Acquiring Person,” as defined in the Rights Agreement. In addition, the Rights Amendment provides that a “Distribution Date,” as defined in the Rights Agreement, shall not be deemed to have occurred, and that the “Rights,” as defined in the Rights Agreement, will not separate from the shares of Common Stock, in each case, by reason of the Deerfield Parties’ acquisition of shares of Common Stock pursuant to the Securities Purchase Agreement and the transactions contemplated by the Securities Purchase Agreement.

Securities Purchase Agreement

     On September 25, 2009, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) by and among the Company and the Deerfield Parties to issue and sell an aggregate 2,855,659 shares (the “Shares”) of Common Stock with anticipated proceeds to the Company of $27,500,000. The Shares to be issued were sold at an aggregate offering price of $9.63 per share. The Company will use the proceeds from the sale of the Shares for the repayment of our outstanding indebtedness under the credit facility agreement, dated March 13, 2009, by and among the Company and the Deerfield Parties (the “Facility Agreement”).

Amendment to Facility Agreement

     On September 25, 2009, the Company entered into an amendment of its Facility Agreement (the “Facility Amendment”). Subject to the terms and conditions of the original Facility Agreement, the Deerfield Parties had agreed to loan to the Company up to $60,000,000. The Company received the initial disbursement of $27,500,000 on March 31, 2009. In connection with the Facility Amendment, the Company will repay the $27,500,000 of currently outstanding debt by issuing 2,855,659 Shares to the Deerfield Parties at a price of $9.63 per

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share, which represents a 6% discount from the Company’s closing price of $10.28 as of September 25, 2009. As part of the Facility Amendment, the Deerfield Parties have agreed to eliminate all future performance-related milestones associated with the remaining $32,500,000 available on the credit facility and reduce the annual interest rate on any borrowed funds to 8.5% from 9.75%. In addition, the Deerfield Parties will forego the remaining 1,500,000 additional warrants that would have been issued upon future draws. Insulet will immediately draw down the remaining $32,500,000 available on the credit facility at closing. The borrowed funds remain payable in September 2012.

     The foregoing descriptions of the Rights Amendment, Securities Purchase Agreement and the Facility Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Rights Amendment, Securities Purchase Agreement and the Facility Amendment, copies of which are attached hereto as Exhibit 4.2, Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     Please see the disclosure set forth above under Item 1.01 relating to the Facility Amendment, which is hereby incorporated by reference into this Item 2.03.

Item 3.03. Material Modification to Rights of Security Holders.

     Please see the disclosure set forth above under Item 1.01 relating to the Rights Amendment, which is hereby incorporated by reference into this Item 3.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

4.1	Shareholder Rights Agreement, dated as of November 14, 2008, between Insulet Corporation and Computershare Trust Company, N.A., as Rights Agent, filed as an exhibit to the Company’s Registration Statement on Form 8-A on November 20, 2008 and is incorporated herein by reference.
4.2	Amendment, dated September 25, 2009, to Shareholder Rights Agreement, dated as of November 14, 2008, between Insulet Corporation and Computershare Trust Company, N.A., as Rights Agent, filed as an exhibit to the Company’s Registration Statement on Form 8-A/A on September 28, 2009 and is incorporated herein by reference.
10.1	Securities Purchase Agreement dated September 25, 2009 by and between Insulet Corporation and certain investors named therein.
10.2	Amendment to Facility Agreement, dated September 25, 2009, by and between Insulet Corporation and the lenders named therein.
99.1	Press release issued September 28, 2009.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INSULET CORPORATION
Date: September 25, 2009	By:	/s/ Brian Roberts
		Name:	Brian Roberts
		Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Shareholder Rights Agreement, dated as of November 14, 2008, between Insulet Corporation and Computershare Trust Company, N.A., as Rights Agent, filed as an exhibit to the Company’s Registration Statement on Form 8-A on November 20, 2008 and is incorporated herein by reference.
4.2	Amendment, dated September 25, 2009, to Shareholder Rights Agreement, dated as of November 14, 2008, between Insulet Corporation and Computershare Trust Company, N.A., as Rights Agent, filed as an exhibit to the Company’s Registration Statement on Form 8-A/A on September 28, 2009 and is incorporated herein by reference.
10.1	Securities Purchase Agreement dated September 25, 2009 by and between Insulet Corporation and certain investors named therein.
10.2	Amendment to Facility Agreement, dated September 25, 2009, by and between Insulet Corporation and the lenders named therein.
99.1	Press release issued September 28, 2009.

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EX-10.1

Exhibit 10.1

This Securities Purchase Agreement (the “Purchase Agreement”) contains representations and warranties that the Investors (“Investors”) and Insulet Corporation (“Insulet”) made to each other. These representations and warranties were made only for the purposes of the signing of the Purchase Agreement and solely for the benefit of the Investors and Insulet as of specific dates, may be subject to important limitations and qualifications agreed to by the Investors and Insulet in connection with the signing of the Purchase Agreement, and may not be complete. Furthermore, these representations and warranties may have been made for the purposes of allocating contractual risk between the Investors and Insulet instead of establishing these matters as facts, and may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of the filing of the Purchase Agreement by Insulet with the Securities and Exchange Commission. Accordingly, you should not rely upon the representations and warranties contained in the Purchase Agreement as characterizations of the actual state of facts, since they were intended to be for the benefit of, and to be limited to, the Investors and Insulet.

SECURITIES PURCHASE AGREEMENT

     This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 25, 2009, is by and among Insulet Corporation, a Delaware corporation (the “Company”), Deerfield Private Design Fund, L.P. (“DPDF”), Deerfield Private Design International, L.P. (“DPDI”), Deerfield Partners, L.P. (“DP”), and Deerfield International Limited (collectively with DPDF, DPDI and DP, the “Investors”).

RECITALS

     WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement (as defined below) relating to the offer and sale from time to time of the Company’s securities, including shares of its common stock, par value $0.001 per share (the “Common Stock”);

     WHEREAS, the Company is offering for sale shares of Common Stock (the “Offered Shares”) pursuant to the Registration Statement;

     WHEREAS, the Investors desire to purchase from the Company Offered Shares on the terms and conditions set forth herein; and

     WHEREAS, on the date hereof, the Company and the Investors have entered into an Amendment to the Facility Agreement, dated as of March 13, 2009 (as amended, the “Facility Agreement”).

AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing recitals (which are deemed to be a part of this Agreement), mutual covenants, representations, warranties and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Definitions. As used herein, the following terms have the meanings indicated:

          “Business Day” means any day other than Saturday, Sunday or a day on which banks in the City of New York are authorized or required to be closed.

          “knowledge” means with respect to any statement made to the Company’s knowledge, that statement is based upon the actual knowledge of Duane DeSisto, the Company’s President and Chief Executive Officer, Brian Roberts, the Company’s Chief Financial Officer and R. Anthony Diehl, the Company’s General Counsel.

          “Loss” shall have the meaning set forth in Section 5 hereof.

          “Person” shall mean any individual, partnership, limited liability company, joint venture, firm, corporation, association, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.

          “Prospectus” shall have the meaning set forth in Section 4(b)(6) hereof.

          “Prospectus Supplement” shall mean the prospectus supplement filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act (“Rule 424(b)”) and deemed to be part of the Registration Statement at the time of effectiveness.

          “Registration Statement” shall mean the registration statement on Form S-3 (File No. 333-158354), including a prospectus, and including all amendments and supplements thereto (including the Prospectus Supplement), relating to the offer and sale of certain of the Company’s Common Stock, including the Investor Shares. References herein to the term “Registration Statement” as of any date shall mean such effective registration statement, as amended or supplemented to such date, including all information and documents incorporated by reference therein as of such date.

          “SEC” shall mean the Securities and Exchange Commission.

          “Securities Act” shall mean the Securities Act of 1933, as amended.

     2. Purchase of Common Stock. Subject and pursuant to the terms and conditions set forth in this Agreement, the Company agrees that it will issue and sell to the Investors, and the Investors agree that they will purchase from the Company, the number of Offered Shares set forth on Schedule I attached hereto (the “Investor Shares”). The aggregate purchase price for the Investor Shares (the “Aggregate Purchase Price”) and the purchase price per Investor Share is set forth on Schedule I hereto. The closing of the purchase and sale of the Investor Shares will take place on or before the fifteenth (15^th) Business Day following the date of this Agreement, or such other date or time as the parties may agree upon in writing (the “Closing”).

     3. Deliveries at Closing.

          (a) Deliveries by the Investor. At the Closing, each Investor shall deliver to the Company the Aggregate Purchase Price set forth next to their name on Schedule I hereto by wire transfer of immediately available funds to a bank account designated in writing by the Company to the Investors, which funds will be delivered to the Company in consideration of the Investor Shares issued at the Closing.

          (b) Deliveries by the Company. At the Closing, the Company shall deliver to each Investor duly issued stock certificates representing the Investor Shares.

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     4. Representations, Warranties, Covenants and Agreements.

          (a) Investor Representations, Warranties and Covenants. Each Investor represents, warrants, covenants and agrees as follows as of the date hereof and as of the Closing:

               (1) Investor has received and reviewed copies of the Registration Statement and the Prospectus, including all documents and information incorporated by reference therein and amendments thereto, and understands that no Person has been authorized to give any information or to make any representations that were not contained in the Registration Statement and the Prospectus, and Investor has not relied on any such other information or representations in making a decision to purchase the Investor Shares. Investor hereby consents to receiving delivery of the Registration Statement and the Prospectus, including all documents and information incorporated by reference therein and amendments thereto, by electronic mail. Investor understands that an investment in the Company involves a high degree of risk for the reasons, among others, set forth under the caption “Risk Factors” in the Prospectus.

               (2) Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the accuracy of the information contained or incorporated by reference in the Registration Statement and the Prospectus and its investment decision, Investor has not relied on any representation or information, as the case may be, not set forth in this Agreement, the Registration Statement or the Prospectus, or any Person affiliated with the Company or on the fact that any other Person has decided to purchase the Offered Shares.

               (3) The execution and delivery of this Agreement by Investor and the performance of this Agreement and the consummation by Investor of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action of Investor, as applicable, and this Agreement, when duly executed and delivered by Investor, will constitute a valid and legally binding instrument, enforceable in accordance with its terms against Investor, except as enforcement hereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors’ rights generally and except as enforcement hereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

          (b) Company Representations, Warranties and Covenants. The Company hereby represents, warrants, covenants and agrees as follows as of the date hereof and as of the Closing:

               (1) The Company has been duly incorporated and has a valid existence and the authorization to transact business as a corporation under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except for such jurisdictions wherein the failure to be so qualified and in good standing would not individually or in the aggregate have a material adverse effect on the business, results of operations or financial condition of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

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               (2) Each subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except for such jurisdictions wherein the failure to be so qualified and in good standing would not individually or in the aggregate have a Material Adverse Effect. All subsidiaries and their respective jurisdictions of incorporation are identified on Schedule II hereto. Except as disclosed in Schedule II, all of the outstanding capital stock or other voting securities of each subsidiary is owned by the Company, directly or indirectly, free and clear of any lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities). Except as disclosed by the Company’s periodic reports filed with the SEC, there are no outstanding (i) securities of the Company or any of the subsidiaries of the Company which are convertible into or exchangeable for shares of capital stock or voting securities of any subsidiary of the Company or (ii) options or other rights to acquire from the Company or any subsidiary of the Company, or other obligation of the Company or any subsidiary of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any subsidiary of the Company (collectively, the “Subsidiary Securities”). There are no outstanding obligations of the Company or any subsidiary of the Company to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

               (3) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby are within the corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company and this Agreement, when duly executed and delivered by the parties hereto, will constitute a valid and legally binding instrument of the Company enforceable in accordance with its terms, except as enforcement hereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization or similar laws or court decisions affecting enforcement of creditors’ rights generally and except as enforcement hereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

               (4) The Investor Shares have been duly authorized by the Company, and when issued and delivered by the Company against payment therefor as contemplated by this Agreement, the Investor Shares will be validly issued, fully paid and nonassessable, and will conform to the description of the Common Stock contained in the Prospectus.

               (5) The execution and delivery of this Agreement do not, and the compliance by the Company with the terms hereof will not, (i) violate the Certificate of Incorporation (as amended to date) of the Company or the By-Laws (as amended to date) of the Company, (ii) result in a breach or violation of any of the terms or provisions of, or constitute a material default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of their properties or assets are subject, or (iii) result in a violation of, or failure to be in compliance with, any applicable statute

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or any order, judgment, decree, rule or regulation of any court or governmental, regulatory or self-regulatory agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets, except where such breach, violation, default or the failure to be in compliance would not individually or in the aggregate have a Material Adverse Effect or adversely affect the ability of the Company to issue and sell the Investor Shares; and no consent, approval, authorization, order, registration, filing or qualification of or with any such court or governmental, regulatory or self-regulatory agency or body is required for the valid authorization, execution, delivery and performance by the Company of this Agreement or the issuance of the Investor Shares, except for the filing of the Prospectus Supplement, the filing of a Notification of Listing of Additional Shares with The NASDAQ Stock Market LLC, and for such consents, approvals, authorizations, registrations, filings or qualifications as may be required under state securities or “blue sky” laws.

               (6) The Company meets the requirements for use of Form S-3 under the Securities Act. The Registration Statement, which covers the Investor Shares, including a form of prospectus and such amendments or supplements to such Registration Statement as may have been required prior to the date of this Agreement, has been prepared by the Company under the provisions of the Securities Act, has been filed with the Commission, has become effective and filed with the Commission and incorporates by reference documents which the Company has filed in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has prepared a Prospectus Supplement to the prospectus included in the Registration Statement referred to above and the documents incorporated by reference therein, setting forth the terms of the offering, sale and plan of distribution of the Investor Shares and additional information concerning the Company and its business and will promptly file the Prospectus Supplement with the Commission pursuant to Rule 424(b). No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or any part thereof, has been issued and served on the Company, and no proceedings for that purpose are pending or, to the knowledge of the Company, threatened by the Commission. Copies of such Registration Statement and prospectus, any such amendment or supplement and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered to the Investor. The final form of prospectus included in the Registration Statement, as amended or supplemented from time to time (including the Prospectus Supplement), is referred to herein as the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated (or deemed to be incorporated) by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. As of the close of business on September 24, 2009, at least a number of shares of Common Stock equal to the number of Investor Shares were available for issuance pursuant to the Registration Statement, which permits the sale of the Investor Shares in the manner contemplated by this Agreement.

     Each part of the Registration Statement, when such part became or becomes effective, and the Prospectus and any amendment or supplement thereto, on the date of filing thereof with the Commission and at the date hereof and the date of the Closing, did or will in all material respects comply with all applicable provisions of the Securities Act and the Exchange Act. Each

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part of the Registration Statement, when such part became or becomes effective, did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Prospectus and any amendment or supplement thereto, on the date of filing thereof with the Commission, did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed. The foregoing representations and warranties in this Section 4(b)(6) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Investors furnished in writing to the Company by the Investors specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto.

     The documents which are incorporated by reference in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or from which information is so incorporated by reference, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and any further documents so filed and incorporated by reference shall, when they become effective under the Securities Act or when they are filed with the Commission, conform in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

               (7) The consolidated financial statements and financial schedules of the Company included or incorporated by reference in the Registration Statement and the Prospectus have been prepared in conformity with generally accepted accounting principles (except, with respect to the unaudited consolidated financial statements, for the footnotes and subject to customary audit adjustments) applied on a consistent basis, are consistent in all material respects with the books and records of the Company, and accurately present in all material respects the consolidated financial position, results of operations and cash flow of the Company and its subsidiaries as of and for the periods covered thereby.

               (8) [Intentionally Omitted.]

               (9) Neither the Company nor any of its subsidiaries has sustained since the respective dates of the latest audited financial statements included in the Registration Statement and Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as disclosed in or contemplated by the Registration Statement and Prospectus; and, since the respective dates as of which information is

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given in the Registration Statement and Prospectus, there has not been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries.

               (10) Other than as disclosed in the Prospectus, there are no legal, governmental or regulatory proceedings pending to which the Company or any of its subsidiaries is a party or of which any material property of the Company or any of its subsidiaries is the subject which, taking into account the likelihood of the outcome, the damages or other relief sought and other relevant factors, would individually or in the aggregate reasonably be expected to have a Material Adverse Effect or adversely affect the ability of the Company to issue and sell the Investor Shares, and no such proceedings are threatened in writing to the Company or, to the Company’s knowledge, have been contemplated by governmental or regulatory authorities or threatened by others.

               (11) The Company and each of its subsidiaries have good and marketable title to all the real property, and owns all other properties and assets, reflected as owned in the financial statements included in the Registration Statement and the Prospectus, subject to no lien, mortgage, pledge, charge or encumbrance of any kind except those, if any, reflected in such financial statements, in favor of the Investors in connection with the Facility Agreement and all amendments thereto, or which are not material to the Company and its subsidiaries taken as a whole. The Company and each of its subsidiaries hold their respective leased real and personal properties under valid and binding leases, except where the failure to do so would not reasonably be expected to individually or in the aggregate have a Material Adverse Effect.

               (12) The Company has filed all necessary federal and state income and franchise tax returns and has paid all taxes shown as due thereon or has filed all necessary extensions, and there is no tax deficiency that has been, or to the knowledge of the Company might be, asserted against the Company or any of its properties or assets that would in the aggregate or individually reasonably be expected to have a Material Adverse Affect.

               (13) There are no holders of securities of the Company having preemptive rights to purchase Common Stock. There are no holders or beneficial owners of securities of the Company having rights to registration thereof whose securities have not been previously registered or who have not waived such rights with respect to the registration of the Company’s securities on the Registration Statement, except where the failure to obtain such waiver would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

               (14) The Company has not taken and will not take any action that constitutes or is designed to cause or result, or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares.

               (15) Other than as disclosed in the Prospectus, the Company together with its subsidiaries owns and possesses all right, title and interest in and to, or has duly licensed from third parties, all patents, patent rights, trade secrets, inventions, know-how, trademarks, trade names, copyrights, service marks and other proprietary rights (“Intellectual Property”)

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material to the business of the Company and each of its subsidiaries taken as a whole as currently conducted and as described in the Prospectus. Except as disclosed in the Company’s periodic reports filed with the SEC, neither the Company nor any of its subsidiaries has received any notice of infringement or misappropriation from any third party that has not been resolved or disposed of and, to the Company’s knowledge, neither the Company nor any of its subsidiaries has infringed or misappropriated the Intellectual Property of any third party, which infringement or misappropriation would individually or in the aggregate have a Material Adverse Effect. Further, there is no pending or, to the Company’s knowledge and except as would not individually or in the aggregate have a Material Adverse Effect, threatened action, suit, proceeding or claim by governmental authorities or others that the Company is infringing a patent, and there is no pending or, to the Company’s knowledge and except as would not individually or in the aggregate have a Material Adverse Effect, threatened legal or administrative proceeding relating to patents and patent applications of the Company, other than proceedings initiated by the Company before the United States Patent and Trademark Office and the patent offices of certain foreign jurisdictions which are in the ordinary course of patent prosecution. To the Company’s knowledge, the patent applications of the Company presently on file disclose patentable subject matter, and the Company is not aware of any inventorship challenges, any interference which has been declared or provoked, or any other material fact that (i) would preclude the issuance of patents with respect to such applications or (ii) would lead such counsel to conclude that such patents, when issued, would not be valid and enforceable in accordance with applicable regulations.

               (16) [Intentionally Omitted.]

               (17) The Company is not, and does not intend to conduct its business in a manner in which it would become, an “investment company” as defined in Section 3(a) of the Investment Company Act of 1940, as amended.

               (18) All offers and sales of the Company’s capital stock prior to the date hereof were at all relevant times registered pursuant to the Securities Act or exempt from the registration requirements of the Securities Act and were duly registered with or the subject of an available exemption from the registration requirements of the applicable state securities or blue sky laws, except where the failure to do so would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

               (19) The Company has filed with The NASDAQ Stock Market LLC a Notification of Listing of Additional Shares with respect to the Investor Shares within the time period required by the rules of the Nasdaq Global Market, and the Investor Shares have been approved for listing on the Nasdaq Global Market.

     5. Indemnification.

          (a) Subject to the limitations and other provisions of this Section 5, the Company covenants and agrees to indemnify, defend and hold harmless the Investors and their respective directors, officers, partners, managers, employees and agents (each, an “Investor Party”) from and against any and all Losses resulting from, incurred in connection with or arising out of (a) any breach of any representation, warranty or covenant of the Company contained herein, or (b)

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the failure of the Company to perform any of the agreements, covenants or obligations contained herein (other than if any such claim was a result of a breach by the Investor under this Agreement). Subject to the limitations and other provisions of this Section 5, the Investor covenants and agrees to indemnify, defend and hold harmless the Company from and against (but only to the extent of) any and all Losses resulting from, incurred in connection with or arising out of (but only to the extent of) (a) any breach of any representation or warranty of the Investor contained herein, or (b) the failure of the Investor to perform any of the agreements, covenants or obligations of the Investor contained herein. The term “Loss” or any similar term shall mean any and all damages, deficiencies, costs, claims, fines, judgments, amounts paid in settlement, expenses of investigation, interest, penalties, taxes, assessments, out-of-pocket expenses (including reasonable attorneys’ and auditors’ fees and disbursements, witness fees and court costs) but specifically excluding consequential, special, punitive, multiple and other similar damages. The party or parties being indemnified are referred to herein as the “Indemnitee” and the indemnifying party is referred to herein as the “Indemnitor.”

          (b) Indemnification Procedure.

               (1) Any party who receives notice of a potential claim that may, in the judgment of such party, result in a Loss shall use all reasonable efforts to provide the parties hereto notice thereof, provided that failure or delay or alleged delay in providing such notice shall not adversely affect such party’s right to indemnification hereunder, unless and then only to the extent that such failure or delay or alleged delay has resulted in actual prejudice to the Indemnitor, including, without limitation, by the expiration of a statute of limitations. In the event that any party shall incur or suffer any Losses in respect of which indemnification may be sought by such party hereunder, the Indemnitee shall assert a claim for indemnification by written notice (a “Notice”) to the Indemnitor stating the nature and basis of such claim. In the case of Losses arising by reason of any third party claim, the Notice shall be given within fifteen (15) days of the filing or other written assertion of any such claim against the Indemnitee, but the failure of the Indemnitee to give the Notice within such time period shall not relieve the Indemnitor of any liability that the Indemnitor may have to the Indemnitee, except to the extent that the Indemnitor demonstrates that the defense of such action has been prejudiced by the Indemnitee’s failure to timely give such Notice.

               (2) In the case of third party claims for which indemnification is sought, the Indemnitor shall, if necessary, retain counsel reasonably satisfactory to the Indemnitee, it being agreed that Goodwin Procter LLP is satisfactory, and have the option (i) to conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such claim (provided that the Indemnitor shall not settle any such claim without the consent of the Indemnitee which consent shall not be unreasonably withheld or delayed) and (iii) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to any third party claim. The Indemnitor shall, within fifteen (15) Business Days of receipt of the Notice, notify the Indemnitee of its intention to assume the defense of such claim. If (i) the Indemnitor shall decline to assume the defense of any such claim, (ii) the Indemnitor shall fail to notify the Indemnitee within fifteen (15) Business Days after receipt of the Notice of the Indemnitor’s election to defend such claim, (iii) the Indemnitee shall have reasonably concluded based on

9

discussions with counsel that there may be defenses available to it which are different from or in addition to those available to the Indemnitor (in which case the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee), or (iv) a conflict exists between the Indemnitor and the Indemnitee which the Indemnitee has reasonably concluded would prejudice the Indemnitor’s defense of such action, then in each such case the Indemnitor shall not have the right to direct the defense of such action on behalf of the Indemnitee and the Indemnitee shall, at the sole expense of the Indemnitor, defend against such claim and (x) in the event of a circumstance described in clause (i) and (ii), the Indemnitee may settle such claim without the consent of the Indemnitor (and the Indemnitor may not challenge the reasonableness of any such settlement) and (y) in the event of a circumstance described in clauses (iii) or (iv) above, the Indemnitee may not settle such claim without the consent of the Indemnitor (which consent will not be unreasonably withheld or delayed). The reasonable expenses of all proceedings, contests or lawsuits in respect of such claims shall be borne and paid by the Indemnitor if the Indemnitee is entitled to indemnification hereunder and the Indemnitor shall pay the Indemnitee, in immediately available funds, the amount of any Losses, within a reasonable time of the incurrence of such Losses. Regardless of which party shall assume the defense or negotiation of the settlement of the claim, the parties agree to cooperate fully with one another in connection therewith. In the event that any Losses incurred by the Indemnitee do not involve payment by the Indemnitee of a third party claim, then, the Indemnitor shall, within twenty (20) days after written notice from the Indemnitee specifying the amount of Losses, pay to the Indemnitee, in immediately available funds, the amount of such Losses. Anything in this Section 5 to the contrary notwithstanding, the Indemnitor shall not, without the Indemnitee’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnitee or which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee, a release from all liability in respect of such claim.

     6. Conditions.

          (a) The obligation of each Investor to purchase and acquire the Investor Shares hereunder shall be subject to the conditions that:

               (1) All representations and warranties of the Company shall be true and correct as of and on each of the date of this Agreement and the date of the Closing;

               (2) The Company shall have performed all of its obligations hereunder and under the Facility Agreement theretofore to be performed; and

               (3) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission, and the Investor shall have received the Prospectus in accordance with the federal securities laws.

          (b) The obligation of the Company to enter into this Agreement shall be subject to the conditions that:

10

               (1) All representations and warranties and other statements of the Investors shall be true and correct as of and on each of the date of this Agreement and the date of the Closing; and

               (2) The Investors shall have performed all of their obligations hereunder and under the Facility Agreement theretofore to be performed.

     7. Miscellaneous.

          (a) Binding Agreement; Assignment. This Agreement shall be binding upon, and shall inure solely to the benefit of, each of the parties hereto, and each of their respective heirs, executors, administrators, successors and permitted assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The Company may not assign any of its rights or obligations hereunder to any other person or entity without the prior written consent of the Investors.

          (b) Entire Agreement. This Agreement, including Schedules I and II hereto, and the Facility Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof and may be amended only by written execution by both parties. Upon execution by the Company and the Investors, this Agreement shall be binding on each of the parties hereto.

          (c) Consent To Jurisdiction. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED AND CONSTRUED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF SUCH STATE. FURTHERMORE, THE INVESTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE FEDERAL OR STATE COURTS LOCATED IN THE STATE OF NEW YORK IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE COMPANY AND THE INVESTORS (AND, TO THE EXTENT PERMITTED BY LAW, ON BEHALF OF ITS AND THEIR EQUITY HOLDERS AND CREDITORS) HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

          (d) Notices. Any notice, request or other communication to be given or made under this Agreement shall be in writing. Such notice, request or other communication shall be deemed to have been duly given or made when it shall be delivered by hand, overnight mail, international courier (confirmed by facsimile), or facsimile (with a hard copy delivered within two (2) Business Days) to the Party to which it is required or permitted to be given or made at such Party’s address specified below or at such other address as such Party shall have designated by notice to the other Parties.

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For the Borrower:

Insulet Corporation
9 Oak Parks Drive
Bedford, MA 01730
Attention:   R. Anthony Diehl
Facsimile:   (781) 457-5011

with a courtesy copy to:

Goodwin Procter LLP
Exchange Place
Boston, MA 02109
Facsimile:   (617) 523-1231
Attention:   Raymond C. Zemlin
                    Jocelyn M. Arel

For the Lenders c/o:

Deerfield Private Design Fund, L.P.
780 Third Avenue, 37^th Floor
New York, New York 10017
Attention:   James E. Flynn
Facsimile:   (212) 573-8111

with a courtesy copy to:

Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York 10022-2585
Facsimile:   (212) 894-5877
Attention:   Mark I. Fisher
                   Elliot Press

or to such other Person at such other place as the parties shall designate to one another in writing.

          (e) Counterparts. This Agreement maybe executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one in the same agreement.

          (f) Telecopy Execution and Delivery. A facsimile, telecopy, PDF or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties by facsimile, e-mail or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party, all parties agree to execute an original of this Agreement

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as well as any facsimile, telecopy or reproduction thereof. The parties hereto hereby agree that neither shall raise the execution of facsimile, telecopy, PDF or other reproduction of this Agreement, or the fact that any signature or document was transmitted or communicated by facsimile, e-mail or similar electronic transmission device, as a defense to the formation of this Agreement.

[Signature pages follow]

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

COMPANY:
INSULET CORPORATION
By: Name:	/s/ Duane DeSisto Duane DeSisto
Title:	Chief Executive Officer
INVESTORS:
DEERFIELD PRIVATE DESIGN FUND, L.P.
By:	Deerfield Capital, L.P., its General Partner
By:	J.E. Flynn Capital LLC, its General Partner
By:	/s/ James E. Flynn
Name:	James E. Flynn
Its:	President
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
By:	Deerfield Capital, L.P., its General Partner
By:	J.E. Flynn Capital LLC, its General Partner
By: Name:	/s/ James E. Flynn James E. Flynn
Its:	President
DEERFIELD PARTNERS, L.P.
By:	Deerfield Capital, L.P., its General Partner
By:	J.E. Flynn Capital LLC, its General Partner
By:	/s/ James E. Flynn
Name:	James E. Flynn
Its:	President

DEERFIELD INTERNATIONAL LIMITED
By: Name:	/s/ James E. Flynn James E. Flynn
Its:	Authorized Signatory

Schedules I and II to the Securities Purchase Agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. Insulet Corporation will furnish supplementally a copy of the omitted schedules to the Securities and Exchange Commission upon request; provided, however, that Insulet Corporation may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule so furnished.

EX-10.2

Exhibit 10.2

This Amendment to Facility Agreement (the “Facility Amendment”) contains representations and warranties that the Lenders (“Lenders”) and Insulet Corporation (“Insulet”) made to each other. These representations and warranties were made only for the purposes of the signing of the Facility Amendment and solely for the benefit of the Lenders and Insulet as of specific dates, may be subject to important limitations and qualifications agreed to by the Lenders and Insulet in connection with the signing of the Facility Amendment, and may not be complete. Furthermore, these representations and warranties may have been made for the purposes of allocating contractual risk between the Lenders and Insulet instead of establishing these matters as facts, and may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of the filing of the Facility Amendment by Insulet with the Securities and Exchange Commission. Accordingly, you should not rely upon the representations and warranties contained in the Facility Amendment as characterizations of the actual state of facts, since they were intended to be for the benefit of, and to be limited to, the Lenders and Insulet.

AMENDMENT TO FACILITY AGREEMENT

     AMENDMENT dated September 25, 2009 (this “Amendment”) to the FACILITY AGREEMENT (the “Agreement”), dated as of March 13, 2009 (the “Agreement Date”), between Insulet Corporation, a Delaware corporation (the “Borrower”), and those lenders set forth on the signature page hereof (individually, a “Lender” and together, the “Lenders” and, collectively with the Borrower, the “Parties”), pursuant to which the Lenders agreed to lend to the Borrower up to $60,000,000, subject to the terms and conditions set forth in the Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Agreement.

W I T N E S S E T H:

     WHEREAS, on March 31, 2009, the Borrower borrowed from the Lenders an initial Disbursement of $27,500,000 pursuant to the Agreement (the “Outstanding Principal Amount”);

     WHEREAS, on the date hereof the Borrower and the Lenders have entered into a Securities Purchase Agreement (the “SPA”), pursuant to which the Lenders have agreed to purchase from the Borrower, and the Borrower has agreed to issue and sell to the Lenders, shares of the Borrower’s Common Stock;

     WHEREAS, concurrently with the Closing (as defined in the SPA), the Borrower and the Lenders desire that the following events will occur: (i) the Borrower will prepay in full the Outstanding Principal Amount and accrued and unpaid interest thereon to such date, (ii) the Notes issued on March 13, 2009 by the Borrower to the Lenders in the Outstanding Principal Amount (the “Original Notes”) will be cancelled and (iii) notwithstanding anything in the Agreement to the contrary, the Lenders will effect a Disbursement of $32,500,000 to the Borrower pursuant to the Agreement; and

     WHEREAS, in connection with the foregoing, the Parties desire to amend the Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the Lenders and the Borrower agree as follows:

     1. Concurrently with the Closing: (a) the Borrower shall prepay in full the Outstanding Principal Amount and accrued and unpaid interest thereon to such date, and upon

receipt of such prepayment, the Lenders shall cancel the Original Notes; and (b) notwithstanding anything in the Agreement to the contrary, the Lenders will effect a Disbursement (the “New Disbursement”) of $32,500,000 (the “New Principal Amount”) to the Borrower pursuant to the Agreement, and the Borrower shall deliver to the Lenders Notes for the New Principal Amount in the form attached hereto as Exhibit A.

     2. Effective as of the Closing:

     (a) The definition of Interest Rate set forth in the Agreement is amended and restated in its entirety to read as follows: “8.5% simple interest per annum, payable on the outstanding principal amount of each of the Notes.”

     (b) The definition of Loan set forth in the Agreement is amended to read as follows: “means the loan to be made available by the Lenders to the Borrower pursuant to Section 2.2 in the amount of thirty-two million five hundred thousand Dollars ($32,500,000)”.

     (c) The definition of Notes in the Agreement is amended and restated in its entirety to read as follows: “means the notes issued to the Lenders evidencing the Loan in the form attached hereto as Exhibit A.”

     (d) Section 2.2 of the Agreement (“Disbursements”) is amended and restated in its entirety to read as follows: “Upon the Closing (as defined in that certain Securities Purchase Agreement, dated as of September 25, 2009, by and among the Borrower and the Lenders), the Lenders agree to advance to the Borrower the amount of the Loan (the “Disbursement”).

     (e) The last sentence of Section 2.3 of the Agreement (“Payments”) is amended to read as follows: “Except in the event that the Lenders deliver a Put Notice to the Borrower in accordance with the terms of Section 5.4 of the Agreement, in which case the terms of Section 5.4 of the Agreement shall apply and no additional amounts per this Section 2.3 shall be due and payable, the Borrower may prepay the Loan at any time upon payment of the principal amount outstanding and accrued and unpaid interest thereon to the date of prepayment plus if such prepayment is effected (a) from the date hereof to April 18, 2010, 5% of such principal amount, (b) from April 19, 2010 to October 18, 2010, 4% of such principal amount, (c) from October 19, 2010 to April 18, 2011, 3% of such principal amount, (d) from April 19, 2011 to October 18, 2011, 2% of such principal amount, and (e) from and after October 19, 2011, zero.”

     (f) Section 2.7 of the Agreement (“Costs, Expenses and Losses”) is amended and restated in its entirety to read as follows: “If, as a result of any failure by the Borrower to pay any sums due under this Agreement on the due date therefor (after the expiration of any applicable grace periods), the Lenders shall incur costs, expenses and/or losses, by reason of the liquidation or redeployment of deposits from third parties or in connection with obtaining funds to maintain any Disbursement, the Borrower shall pay to the Lenders upon request by the Lenders, the amount of such costs, expenses and/or losses within fifteen (15) days after receipt by it of a certificate from the Lenders setting

forth in reasonable detail such costs, expenses and/or losses, along with supporting documentation. For the purposes of the preceding sentence, “costs, expenses and/or losses” shall include, without limitation, any interest paid or payable to carry any unpaid amount and any loss, premium, penalty or expense which may be incurred in obtaining, liquidating or employing deposits of or borrowings from third parties in order to make, maintain or fund the Loan or any portion thereof.”

     (g) Sections 2.9(b) and 2.9(c) (“Delivery of Warrants”) and 2.9(B) (“Commitment to Provide Funding Fee”) of the Agreement are deleted.

     (h) Section 5.5 of the Agreement (“General Acceleration Provision upon Events of Default”) is amended to delete the phrase “cancel the Borrower’s right to request Disbursements and” from the first sentence thereof.

     (i) Schedule 2 to the Agreement is deleted.

     (j) Exhibit A to the Agreement is replaced by Exhibit A attached hereto.

     (k) Exhibit B to the Agreement is deleted.

     3. Notwithstanding anything in the Agreement to the contrary, the Borrower’s ability to issue Disbursement Requests shall terminate as of the date of this Amendment.

     4. Except as amended by this Amendment, the Agreement remains in full force and effect.

     5. The Borrower hereby certifies to the Lenders that the representations and warranties in Article 3 of the Agreement are true in all material respects on the date hereof with the same effect as though such representations and warranties had been made on today’s date.

[SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the undersigned Lender and the Borrowers have caused this Amendment to be duly executed as of the date first written above.

BORROWER: INSULET CORPORATION
By:	/s/ Duane DeSisto
	Name:	Duane DeSisto
	Title:	Chief Executive Officer

LENDERS: DEERFIELD PRIVATE DESIGN FUND, L.P.
By:	Deerfield Capital, L.P., its General Partner
By:	J.E. Flynn Capital LLC, its General Partner
By:	/s/James E. Flynn
Name:	James E. Flynn
Its:	President
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
By:	Deerfield Capital, L.P., its General Partner
By:	J.E. Flynn Capital LLC, its General Partner
By:	/s/James E. Flynn
Name:	James E. Flynn
Its:	President
DEERFIELD PARTNERS, L.P.
By:	Deerfield Capital, L.P., its General Partner
By:	J.E. Flynn Capital LLC, its General Partner
By:	/s/James E. Flynn
Name:	James E. Flynn
Its:	President
DEERFIELD INTERNATIONAL LIMITED
By:	/s/James E. Flynn
Name:	James E. Flynn
Its:	Authorized Signatory

Exhibit A (“Form of Note”) to the Amendment to Facility Agreement has been omitted in accordance with Item 601(b)(2) of Regulation S-K. Insulet Corporation will furnish supplementally a copy of the omitted exhibit to the Securities and Exchange Commission upon request; provided, however, that Insulet Corporation may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibit so furnished.

EX-99.1

Exhibit 99.1

Insulet Amends Deerfield Credit Facility and Issues Stock

More than $12 Million in Savings Expected over Next Three Years

BEDFORD, Mass, September 28, 2009 Insulet Corporation (Nasdaq: PODD), the leader in tubing-free insulin pump technology with its OmniPod(R) Insulin Management System, today announced that it has amended its $60 million credit facility with Deerfield Management Company, which was signed in March 2009.

Under the terms of the amended agreement, Insulet will repay the $27.5 million of currently outstanding debt by issuing 2,855,659 shares of common stock to Deerfield at a price of $9.63 per share. This represents a 6% discount from Insulet’s closing price of $10.28 on September 25, 2009

As part of this amendment, Deerfield has agreed to eliminate all future performance-related milestones associated with the remaining $32.5 million available on the credit facility and reduce the annual interest rate on any borrowed funds to 8.5% from 9.75%. In addition, Deerfield will forego the remaining 1.5 million additional warrants that would have been issued upon future draws. Insulet will immediately draw down the remaining $32.5 million available on the credit facility at closing. These changes are expected to result in more than $12 million in cash and non-cash interest savings to Insulet over the remaining term of the credit facility. As a result of the amendment, Insulet will record in the third quarter a one time non-cash interest charge of approximately $6 million to accelerate the amortization related to the warrants and other costs in connection with the original draw last March. The borrowed funds remain repayable in September 2012.

“This transaction enhances Insulet’s financial flexibility and enables us to continue to drive adoption of the OmniPod Insulin Management System around the world,” said Duane DeSisto, President and Chief Executive Officer of Insulet Corporation. “Deerfield believed in the promise of the OmniPod System last March by providing us with additional capital, which allowed us to continue to focus on the execution of our business plan. We believe the amended agreement demonstrates continued support of our long-term prospects on significantly improved financial terms for our shareholders. We are pleased to be able to continue to partner with Deerfield Management and thank them for their support.”

“Since the signing of the credit facility agreement in March, Insulet has exceeded our expectations, prompting us to revisit the assumptions underlying the original credit facility agreement,” commented Howard Furst, MD, Partner, Deerfield Management Company. “In light of our increased confidence in management’s ability to execute its business plan, we are pleased to be able to remove the financial performance hurdles, reduce the interest rate and eliminate any additional warrant coverage that we built into the remainder of the credit facility.”

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This press release is neither an offer to sell nor a solicitation of an offer to buy any of the securities discussed herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state.

About Insulet Corporation

Insulet Corporation is an innovative medical device company dedicated to improving the lives of people with diabetes. The Company’s OmniPod Insulin Management System is a revolutionary, discreet and easy-to-use insulin infusion system that features two easy-to-use parts with no tubing and fully-automated cannula insertion. Through the OmniPod System, Insulet seeks to expand the use of insulin pump therapy among people with insulin-dependent diabetes. Founded in 2000, Insulet is based in Bedford, MA.

Forward-Looking Statement

This press release contains forward-looking statements concerning Insulet’s expectations, anticipations, intentions, beliefs or strategies regarding the future, including those related to its expected revenue and operating losses, market potential, planned expansion in the U.S. and abroad, product demand, access to additional capital in the future and financial performance. These forward-looking statements are based on its current expectations and beliefs concerning future developments and their potential effects on it. There can be no assurance that future developments affecting it will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond its control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: risks associated with the Company’s dependence on the OmniPod System; Insulet’s ability to increase customer orders and manufacturing volumes; adverse changes in general economic conditions; Insulet’s inability to raise additional funds in the future on acceptable terms or at all; potential supply problems or price fluctuations with sole source or other third-party suppliers on which Insulet is dependent; international business risks; Insulet’s inability to obtain adequate coverage or reimbursement from third-party payors for the OmniPod System and potential adverse changes in reimbursement rates or policies relating to the OmniPod; potential adverse effects resulting from competition with competitors; technological innovations adversely affecting the Company’s business; potential termination of Insulet’s license to incorporate a blood glucose meter into the OmniPod System; Insulet’s ability to protect its intellectual property and other proprietary rights; conflicts with the intellectual property of third parties, including claims that Insulet’s current or future products infringe the proprietary rights of others; adverse regulatory or legal actions relating to the OmniPod System; failure of Insulet’s contract manufacturers or component suppliers to comply with FDA’s quality system regulations, the potential violation of federal or state laws prohibiting “kickbacks” or protecting patient health information, or any challenges to or investigations into Insulet’s practices under these laws; product liability lawsuits that may be brought against Insulet; reduced retention rates; unfavorable results of clinical studies relating to the OmniPod System or the products of Insulet’s competitors; potential future publication of articles or announcement of positions by physician associations or other organizations that are unfavorable to Insulet’s products; the expansion, or attempted expansion, into foreign markets; the concentration of substantially all of Insulet’s manufacturing capacity at a single location in China and substantially all of Insulet’s inventory at a single location in Massachusetts; Insulet’s ability to attract and retain key personnel; Insulet’s ability to manage its growth; fluctuations in quarterly results of operations; risks associated with potential future acquisitions; Insulet’s ability to generate sufficient cash to service all of its indebtedness; the expansion of Insulet’s distribution network; Insulet’s ability to successfully maintain effective internal controls; and other risks and uncertainties described in its Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 16, 2009 in the section entitled “Risk Factors,” and in its other filings from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of its assumptions prove incorrect, actual results may vary in

Page 2 of 3

material respects from those projected in these forward-looking statements. Insulet undertakes no obligation to publicly update or revise any forward-looking statements.

Contact:
Stephanie Marks for Insulet Corporation
ir@insulet.com
(212) 867-1762 or 877-PODD-IR1 (877-763-3471)

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