8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):     January 3, 2008

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in charter)

DELAWARE	1-11083	04-2695240
(State or other	(Commission	(IRS employer
jurisdiction of	file number)	identification no.)
incorporation)

One Boston Scientific Place, Natick, Massachusetts	01760-1537
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:(508) 650-8000

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:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

¨ 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 MATERIAL DEFINITIVE AGREEMENT.

On January 3, 2008, we completed the sale of the controlling interests in our auditory business and drug pump development program to former principals and shareholders of Advanced Bionics Corporation.  The sale coincides with the closing of the amended merger agreement with Advanced Bionics previously announced on August 9, 2007.

As part of a new schedule of consolidated, fixed earnout payments, we paid former Advanced Bionics shareholders $650 million.  A final payment of $500 million will be paid in March 2009.  The former Advanced Bionics principals and shareholders have paid us $150 million for our controlling interests in the auditory business and drug pump development program.

The forms of material agreements related to this transaction were previously filed on a Form 8-K dated August 9, 2007.  A form of Amendment No. 2 to Agreement and Plan of Merger, Amendment No. 1 to Cochlear Implant Business Purchase and Sale Agreement and the press release issued on January 4, 2008 are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 99.1 hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit  No.   Description

10.1   Amendment No. 2 to Agreement and Plan of Merger

10.2 Amendment No. 1 to Cochlear Implant Business Purchase and Sale Agreement

99.1   Press Release issued by Boston Scientific dated January 4, 2008

- 2 -

SIGNATURE

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

	BOSTON SCIENTIFIC CORPORATION
Date:       January 9, 2008	By:	/s/ Lawrence J. Knopf
		Lawrence J. Knopf
		Senior Vice President and Deputy General Counsel

- 3 -

EXHIBIT INDEX

Exhibit  No.   Description

10.1   Amendment No. 2 to Agreement and Plan of Merger

10.2 Amendment No. 1 to Cochlear Implant Business Purchase and Sale Agreement

99.1    Press Release issued by Boston Scientific dated January 4, 2008

- 4 -

EX-10.1

                                                                    EXHIBIT 10.1
                                                                    ------------


                              --------------------

                                    FORM OF

                                 AMENDMENT NO. 2

                                       TO

                          AGREEMENT AND PLAN OF MERGER

                              --------------------

                                      among

                         BOSTON SCIENTIFIC CORPORATION,

                         BOSTON SCIENTIFIC SCIMED, INC.,

                          ADVANCED BIONICS CORPORATION,

                                THE BIONICS TRUST

                                       and

       JEFFREY D. GOLDBERG AND CARLA WOODS (COLLECTIVELY IN THEIR CAPACITY
                      AS THE STOCKHOLDERS' REPRESENTATIVE)

                           Dated as of August 9, 2007




                                TABLE OF CONTENTS

                                                                         Page
ARTICLE I. AMENDMENT                1

         SECTION 1.01               Amendment to Article I.................1

         SECTION 1.02               Amendment to Article II................2

         SECTION 1.03               Amendment to Article III...............4

         SECTION 1.04               Amendment to Article IV................4

         SECTION 1.05               Amendment to Article V.................4

         SECTION 1.06               Amendment to Article VI................5

         SECTION 1.07               Amendment to Article VII...............5

         SECTION 1.08               Amendment to Article VIII..............5

         SECTION 1.09               Amendment to Exhibit H.................5

ARTICLE II. GENERAL PROVISIONS      6

         SECTION 2.01               No Further Amendment...................6

         SECTION 2.02               Counterparts...........................6


                                        i


     This AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this "Amendment
2"), dated as of August 9, 2007, is entered into by and among BOSTON SCIENTIFIC
CORPORATION, a Delaware corporation ("Parent"), BOSTON SCIENTIFIC SCIMED, INC.,
(formerly known as Scimed Life Systems, Inc.) a Minnesota corporation and a
wholly owned subsidiary of Parent ("Scimed"), ADVANCED BIONICS CORPORATION, a
Delaware corporation and a wholly owned subsidiary of Scimed (the "Company"),
the BIONICS TRUST (the "Trust") and CARLA WOODS and JEFFREY D. GOLDBERG (such
persons acting together by majority vote, and any successor persons acting
together by majority vote, solely in their capacity as Stockholders'
Representative under the Merger Agreement being the "Stockholders'
Representative"). This Amendment 2 will become effective as of the Closing (as
defined in the Amendment Agreement) if the Amendment Agreement has not been
terminated prior to such time; provided that in no event will this Amendment 2
become effective until Scimed has paid the First Earn Out Payment.

     WHEREAS, Parent, Scimed, Claude Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Scimed, the Company, the Trust and the
Stockholders' Representative entered into that certain Agreement and Plan of
Merger dated as of May 28, 2004 (the "Original Merger Agreement") and entered
into Amendment No. 1 to the Original Merger Agreement on August 9, 2007
("Amendment 1") which became effective as of September __, 2007. Capitalized
terms used herein but not defined herein have the meaning ascribed to such terms
in the Original Merger Agreement. References herein to a specific Article,
Section, Schedule or Exhibit will refer, respectively, to Articles, Sections,
Schedules or Exhibits of the Original Merger Agreement unless otherwise
specified. The Original Merger Agreement as amended by Amendment 1 is referred
to herein as the "Merger Agreement").

     WHEREAS, this Amendment 2 is being executed and delivered pursuant to
Section 2.01(b) of that certain Amendment Agreement dated as of August 9, 2007
(the "Amendment Agreement") among Parent, Scimed, the Company, the Trust and the
Stockholders' Representative to further amend the Merger Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
and covenants hereinafter set forth, and intending to be legally bound, the
Parties hereby agree as follows:

                                    ARTICLE I.

                                    AMENDMENT

     SECTION 1.01 Amendment to Article I. Article I will be amended to add the
following definitions, which will be placed in Article I in alphabetical order:

     "Amendment 2" means Amendment No. 2 to this Agreement among the parties to
     this Agreement (other than the Purchaser) dated as of August 9, 2007 and
     effective as of the Closing Date (as that term is defined in the Amendment
     Agreement).



     "Amendment 2 Closing" means the "Closing" (as that term is defined in the
     Amendment Agreement).

     "Amendment Agreement" means that certain Amendment Agreement dated as of
     August 9, 2007 among the parties to this Agreement (other than the
     Purchaser).

     SECTION 1.02 Amendment to Article II.

     (a) Amendment to Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08.
2.09, 2.10 and 2.13. The parties hereto acknowledge and agree that as of the
Amendment 2 Closing no further actions are required to be performed pursuant to
Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.10 and 2.13.

     (b) Amendment to Section 2.11. The following new Sections 2.11(j) and (k)
will be added at the end of Section 2.11:


     (j) At the Amendment 2 Closing, Scimed will pay, or cause to be paid, to
the Bionics Trust, the following:

     (i) the First Earn Out Payment (as defined in the Amendment Agreement); and

     (ii) the Earn Out Obligation (as defined in the Amendment Agreement).

     (k) The payment by Scimed to the Bionics Trust of the First Earn Out
     Payment and the delivery of the Earn Out Obligation described in Section
     2.11(j) will be in full satisfaction of all payments that would have
     otherwise become due and payable under this Section 2.11, including any
     payments that would have become due during or with respect to the 2007
     fiscal year. After the payment of the First Earn Out Payment and the
     delivery of the Earn Out Obligation described above (and the payment of the
     amount due thereunder), no further Earn Out Payments will be due and
     payable by Scimed to the Bionics Trust pursuant to this Section 2.11.

     (c) Amendment to Section 2.12. Section 2.12 will be amended as follows:

     (i) Section 2.12(c) will be deleted in its entirety and replaced with the
following:

     (c) In connection with this Agreement (as it may be amended from time to
     time) and any instrument, agreement or document relating hereto or thereto,
     and in exercising or failing to exercise all or any of the powers conferred
     upon the



     Stockholders' Representative hereunder (including executing and delivering
     any amendment hereto), the Stockholders' Representative will incur no
     responsibility whatsoever to any Stockholder, Earn Out Recipient, or
     Bionics Trust by reason of any error in judgment or other act or omission
     performed or omitted hereunder or in connection with this Agreement (as it
     may be amended from time to time) or any such other agreement, instrument
     or document, excepting only responsibility for any act or failure to act
     which represents gross negligence or willful misconduct. Each Earn Out
     Recipient and Bionics Trust will indemnify the Stockholders' Representative
     against all Losses arising out of or in connection with any claim,
     investigation, challenge, action or proceeding or in connection with any
     appeal thereof, relating to the acts or omissions of the Stockholders'
     Representative arising under this Agreement (as it may be amended from time
     to time). The Stockholders' Representative will, at the expense of the Earn
     Out Recipients and Bionics Trust, be entitled to engage such counsel,
     experts and other agents and consultants as he or she will deem necessary
     in connection with exercising his or her powers and performing his or her
     function hereunder.

     (ii) The following will be added to the end of Section 2.12:


     The parties hereto acknowledge and agree that except for the amendment to
     Section 2.12(c) as provided for in Amendment 2, this Section 2.12 will
     survive the Amendment 2 Closing and will not be modified by the
     transactions contemplated by Amendment 2.

     (d) Amendment to Section 2.14. Section 2.14 will be deleted in its entirety
and replaced with the following:

     Withholding Rights. Each of Parent, Scimed and the Surviving Corporation
     (the "BSC Withholding Parties") will be entitled to deduct and withhold
     from any amounts otherwise payable pursuant to this Agreement (including
     payments on or with respect to the Earn Out Obligation) such amount as they
     are required to deduct and withhold with respect to the making of such
     payment under applicable Tax Law. To the extent that amounts are so
     withheld and properly paid to the appropriate Tax authority, such amounts
     will be treated for purposes of this Agreement as having been paid to the
     holder of the securities or rights in respect of which such deduction and
     withholding was made. The Stockholders' Representative and the Bionics
     Trust will provide reasonable assistance to the BSC Withholding Parties in
     connection with the determination of amounts required to be deducted and
     withheld and compliance with related information reporting requirements. If
     the BSC Withholding Parties intend to deduct and withhold from an amount
     payable pursuant to this Agreement (including payments on or with respect
     to the Earn Out Obligation) in a manner that materially differs from the
     manner in which the BSC Withholding Parties deducted and withheld amounts
     from the Earn Out Payment made on or about March



     9, 2007, the BSC Withholding Parties will promptly provide the Bionics
     Trust with a letter from counsel to the BSC Withholding Parties (i)
     describing in reasonable detail any change in facts or circumstances
     necessitating such change in the manner of such deduction and withholding
     or (ii) providing a reasoned analysis of the change in applicable Law or
     change in understanding or interpretation of applicable Law necessitating
     such change in the manner of deduction and withholding.

     SECTION 1.03 Amendment to Article III. The following will be added to the
end of Article III:

     The parties hereto acknowledge and agree that this Article III will not
     survive the Amendment 2 Closing, and that from and after the Amendment 2
     Closing, this Article III will be of no further force or effect for any
     purpose whatsoever.

     SECTION 1.04 Amendment to Article IV. The following will be added to the
end of Article IV:

     The parties hereto acknowledge and agree that this Article IV will not
     survive the Amendment 2 Closing, and that from and after the Amendment 2
     Closing, this Article IV will be of no further force or effect for any
     purpose whatsoever.

     SECTION 1.05 Amendment to Article V.

          (a) Amendment to Sections 5.01, 5.04(a), 5.04(b), 5.04(c), 5.04(d),
     5.04(e), 5.04(f), 5.04(g), 5.09 and 5.10. The parties hereto acknowledge
     and agree that from and after the Amendment 2 Closing, Sections 5.01,
     5.04(a), 5.04(b), 5.04(c), 5.04(d), 5.04(e), 5.04(f), 5.04(g), 5.09, and
     5.10 will be of no further force or effect.

          (b) Amendment to Sections 5.02, 5.04(h) and 5.04(i). The parties
     hereto acknowledge and agree that Sections 5.02, 5.04(h), and 5.04(i), will
     survive the Amendment 2 Closing and will not be modified by the
     transactions contemplated by Amendment 2.

          (c) Amendment to Section 5.04(j). The following will be added to the
     end of Section 5.04(j):

     The parties hereto acknowledge and agree that this Section 5.04(j) will
     survive the Amendment 2 Closing and will not be modified by the
     transactions contemplated by Amendment 2 for actions occurring before the
     Amendment 2 Closing. The Parties acknowledge and agree that this Section
     5.04(j) will be of no further force or effect for actions taken after the
     Amendment 2 Closing.



          (d) Amendment to Sections 5.05, 5.07, 5.08 and 5.11. The parties
     hereto acknowledge and agree that as of the Amendment 2 Closing no further
     actions are required to be performed pursuant to Sections 5.05, 5.07, 5.08,
     and 5.11.

          (e) Amendment to Section 5.06. Section 5.06 shall be deleted in its
     entirety and replaced with the following:

     Promptly following the Amendment 2 Closing, the Company will pay to the
     Bionics Trust $850,000.00 in immediately available funds as a return of
     funds previously withheld pursuant to this Section 5.06.

     SECTION 1.06 Amendment to Article VI.

          (a) Amendment to Sections 6.01, 6.02, 6.03 and 6.04. The parties
     hereto acknowledge and agree that from and after the Amendment 2 Closing,
     Sections 6.01, 6.02, 6.03 and 6.04 will be of no further force or effect.

     SECTION 1.07 Amendment to Article VII.

          (a) Amendment to Section 7.01. The following new Section (c) will be
     added to the end of Section 7.01:

     Notwithstanding anything contained in this Section 7.01 to the contrary,
     the representations and warranties of the Company, Parent, Scimed and
     Purchaser contained in this Agreement will not survive the Amendment 2
     Closing and will be of no further force or effect after the Amendment 2
     Closing.

          (b) Amendment to Sections 7.02, 7.03, 7.04, 7.05, 7.06, 7.07 and 7.08.
     The parties hereto acknowledge and agree that, from and after the Amendment
     2 Closing, Sections 7.02, 7.03, 7.04, 7.05, 7.06, 7.07 and 7.08 will be of
     no further force or effect.

     SECTION 1.08 Amendment to Article VIII. A new Section 8.16 will be added to
the end of Article VIII as follows:

     Section 8.16 Survival. The parties hereto acknowledge and agree that this
     Article VIII will survive the Amendment 2 Closing and will not be modified
     by the transactions contemplated by Amendment 2 and that Sections 8.10 and
     8.11 will be of no further force and effect.

     SECTION 1.09 Amendment to Exhibit H. Exhibit H will be deleted in its
entirety and replaced with the following:

     o    Waiver of, or any Amendment or change in, the right to receive any
          amount under the Earn Out Obligation where the amount in question
          exceeds $50 million.



                                   ARTICLE II.

                               GENERAL PROVISIONS

     SECTION 2.01 No Further Amendment. Except as expressly amended hereby, all
of the provisions of the Merger Agreement will be and remain in full force and
effect.

     SECTION 2.02 Counterparts. This Amendment 2 may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different Parties in separate counterparts, each of which when executed will be
deemed to be an original but all of which taken together will constitute one and
the same agreement.

                            [SIGNATURE PAGE FOLLOWS]





     IN WITNESS WHEREOF, each of the Parties have executed or caused this
Amendment 2 to be duly executed as of the date first written above by such party
or by any officer of such party thereunto duly authorized, as applicable.



                                      BOSTON SCIENTIFIC CORPORATION

                                      By: _______________________________
                                      Name:
                                      Title:


                                      BOSTON SCIENTIFIC SCIMED, INC.

                                      By: _______________________________
                                      Name:
                                      Title:


                                      ADVANCED BIONICS CORPORATION

                                      By: _______________________________
                                      Name:
                                      Title:


                                      THE STOCKHOLDERS' REPRESENTATIVE

                                      By:________________________________
                                      Name: Carla Woods

                                      By:________________________________
                                      Name: Jeffrey D. Goldberg


                                      BIONICS TRUST

                                      By:________________________________
                                      Name: Carla Woods

                                      By:________________________________
                                      Name: Jeffrey D. Goldberg

EX-10.2

                                                                    EXHIBIT 10.2
                                                                    ------------

                                    FORM OF
                               AMENDMENT NO. 1 TO
                            COCHLEAR IMPLANT BUSINESS
                           PURCHASE AND SALE AGREEMENT

     This AMENDMENT NO. 1 to the COCHLEAR IMPLANT BUSINESS PURCHASE AND SALE
AGREEMENT (this "Amendment"), dated as of January 3, 2008, is entered into by
and among BOSTON SCIENTIFIC CORPORATION, a Delaware corporation ("Parent"),
BOSTON SCIENTIFIC SCIMED, INC. (formerly known as Scimed Life Systems, Inc.), a
Minnesota corporation and a wholly owned subsidiary of Parent ("Scimed"), BOSTON
SCIENTIFIC NEUROMODULATION CORPORATION (formerly known as Advanced Bionics
Corporation), a Delaware corporation and a wholly owned subsidiary of Scimed
(the "Seller"), ADVANCED BIONICS HOLDING CORPORATION, a California corporation
(the "Purchaser"), and ADVANCED BIONICS, LLC (formerly known as Auditory
Systems, LLC), a Delaware limited liability company (the "Company"). All
capitalized terms used herein but not defined herein have the meaning ascribed
to such terms in the Agreement (as hereinafter defined), and, except as
otherwise provided below, references herein to a specific Section or Schedule
will refer, respectively, to the corresponding Section or Schedule of the
Agreement.

     WHEREAS, Parent, Scimed, the Seller, the Purchaser and the Company have
entered into the COCHLEAR IMPLANT BUSINESS PURCHASE AND SALE AGREEMENT (the
"Agreement"), dated as of August 9, 2007; and

     WHEREAS, the parties hereto desire to amend the Agreement on the terms and
subject to the conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
and covenants in the Agreement and hereinafter set forth, and intending to be
legally bound, the parties hereto hereby agree as follows:

     1. Change of Certain Names. From and after the effective date of this
Amendment, all references to the Company in the Agreement will be deemed to
refer to "Advanced Bionics, LLC" rather than "Auditory Systems, LLC." From and
after the effective date of this Amendment, all references to the Seller in the
Agreement will be deemed to refer to "Boston Scientific Neuromodulation
Corporation" rather than "Advanced Bionics Corporation."

     2. Acknowledgement. The parties hereto hereby acknowledge and agree that
the forms of the Ancillary Agreements attached to the Agreement will be revised
to reflect the change of the name of the (a) Seller to "Boston Scientific
Neuromodulation Corporation" and (b) Company to "Advanced Bionics, LLC."

     3. Amendment of Section 2.02(a)(iii). Section 2.02(a)(iii) is hereby
deleted in its entirety and replaced with the following:

     "all the Receivables, including (for the avoidance of doubt) a Receivable
in the amount of approximately $25,414,884.27 held by the Seller from Advanced
Bionics Sarl (France)."



     4. Amendment of Section 3.02(e). Section 3.02(e) is hereby deleted in its
entirety and replaced with the following:

     "On the Closing Date, the Seller will pay to the Company $6,700,000 by wire
transfer of immediately available funds to a bank account designated by the
Company."

     5. Amendment of Section 3.05(a)(i). Section 3.05(a)(i) is hereby deleted in
its entirety and replaced with the following:

     "(i) a certificate evidencing 880 Class A Units issued by the Company in
     the name of the Purchaser and an instrument duly executed by the Seller,
     which assigns, transfers and delivers such Class A Units to the Purchaser,
     in form and substance satisfactory to the Purchaser;"

     6. Amendment of Section 3.05(a)(ix). The words ", and comparable
certificates, if available in the relevant jurisdiction, of good standing from
the jurisdictions applicable to the Parent Designated Affiliates" contained in
Section 3.05(a)(ix) are hereby deleted in their entirety.

     7. Amendment of Section 3.05(a)(x). Section 3.05(a)(x) is hereby deleted in
its entirety and replaced with the following:

     "valid instruments of conveyance duly executed by the Seller which evidence
     the assignment, transfer and delivery to the Company of the securities of
     the Transferred Subsidiaries, in form and substance satisfactory to the
     Purchaser;"

     8. Amendment of Section 7.07(a). The words "The Seller will change its name
within 10 Business Days after the Closing Date, and within three months after
the date on which such name change occurs, the Seller will cease to use the name
"Advanced Bionics," "Bionics" and "Bionic" in any public communications"
contained in the first sentence of Section 7.07(a) are hereby deleted in their
entirety and replaced with the following:

     "The Seller will cease to use the names `Advanced Bionics,' `Bionics' and
`Bionic' in any public communications by February 16, 2008;"

     9. Amendment of Section 8.02(a). The second sentence of Section 8.02(a) is
hereby deleted in its entirety and replaced with the following:

     "On January 18, 2008, the Seller will pay to the recipients under the Cash
     Bonus Plan (the "Cash Bonus Plan Recipients") an aggregate amount equal to
     $2,189,660.00 (which represents $5.38 per Cash Bonus Plan Unit)."

     10. Amendment of Section 8.02. The following new Section 8.02(c) is hereby
added after Section 8.02(b):

     "The Seller will pay to the Company an amount of cash equal to 50% of the
     French social Taxes paid by Advanced Bionics Sarl (France) to the
     appropriate Governmental Authority in respect of the portion of the First
     Earn Out Payment (as defined in the Amendment Agreement) and the Earn Out
     Obligation (as

                                        2


     defined in the Amendment Agreement) that is paid to former French option
     holders of the Seller who are or were employees of Advanced Bionics Sarl
     (France), to the extent that Advanced Bionics Sarl (France) determines that
     it is obligated by applicable Law to pay such Taxes; provided that the
     Seller will not be required to pay to either the Company or such
     Governmental Authority any portion of any penalties, interest or legal fees
     incurred or levied in respect of such Taxes. The Seller will make such
     payment within five Business Days of its receipt from the Company of
     evidence reasonably satisfactory to the Seller that such payment has been
     made to such Governmental Authority."

     11. Amendment of Schedule 1.01(a). The following names are hereby added to
Schedule 1.01(a):

- ----------------- ----------------------------- ---------------- ---------------
Country           Mark Name                     Application #    Registration #
- ----------------- ----------------------------- ---------------- ---------------
Argentina         HARMONY                       2,769,019        Not available
- ----------------- ----------------------------- ---------------- ---------------
United States     HealingJourney                77/149,636       Not available
- ----------------- ----------------------------- ---------------- ---------------
United States     Imagine the Possibilities     78/135,900       2,713,593
- ----------------- ----------------------------- ---------------- ---------------

     12. Amendment of Schedule 1.01(c). The lease in respect of the address
"28460 Avenue Stanford, Suite 150, Valencia, CA 91355" is hereby deleted from
Schedule 1.01(c) in its entirety.

     13. Amendment of Schedule 1.01(e)(i). Schedule 1.01(e)(i) is hereby deleted
in its entirety and replaced by Schedule 1.01(e)(i) attached hereto.

     14. Amendment of Schedule 1.01(e)(ii). Schedule 1.01(e)(ii) is hereby
deleted in its entirety and replaced by Schedule 1.01(e)(ii) attached hereto.

     15. Amendment of Schedule 1.01(f).

     (a) The following are hereby added as items 4, 5, 6 and 7 to the section
entitled "Export" of Schedule 1.01(f):

          "4.  License No. CT-10425 issued by the United States Department of
               Treasury, Cuban Assets Control Regulation, on August 31, 2007

          5.   Commodity Classification issued by the United States Department
               of Commerce, BIS for the Harmony Cochlear Implant System on
               August 31, 2007

          6.   Commodity Classification issued by the United States Department
               of Commerce, BIS for the Cochlear Implant System on February 26,
               2005

          7.   License No. IA-9831 for Iran filed with the United States Office
               of Foreign Assets Control, on December 7, 2007 (as supplemented)"

                                        3


     (b) The Section of Schedule 1.01(f) entitled "Reimbursement" and the phrase
"Medicare and Medicaid Provider Numbers" thereunder are hereby deleted in their
entirety.

     16. Amendment of Schedule 1.01(g). Schedule 1.01(g) is hereby deleted and
replaced in its entirety by Schedule 1.01(g) attached hereto.

     17. Amendment of Schedule 1.01(h).

     (a) The contracts referred to in Attachment 1.01(h)-A attached hereto are
hereby added to the section of Schedule 1.01(h) entitled "Auditory Agreements."

     (b) The contracts referred to in Attachment 1.01(h)-B attached hereto are
hereby added to the section of Schedule 1.01(h) entitled "Auditory Consulting
Agreements."

     (c) The following contracts referred to in the section of Schedule 1.01(h)
entitled "Auditory Agreements" are hereby deleted in their entirety:

           Name                    Effective Date        Type of Agreement
- ---------------------------------- --------------------- -----------------------
Parter Sterilization Services      1/8/2007              Supplier Agreement
- ---------------------------------- --------------------- -----------------------
Quallion, LLC.                     6/1/2004              Supplier Agreement
- ---------------------------------- --------------------- -----------------------
Air Liquide Industrial LP.         6/15/2007             Supplier Agreement
- ---------------------------------- --------------------- -----------------------

     18. Amendment of Schedule 2.02(a)(xi). The time period
"10/1/2006-10/1/2007" listed under the column "Policy Period" in Schedule
2.02(a)(xi) is hereby deleted in its entirety and replaced by
"10/1/2006-1/31/2008."

     19. Amendment of Schedule 2.02(a)(xviii). Section 3 of Schedule
2.02(a)(xviii) and the corresponding attachment to Schedule 2.02(a)(xviii) is
hereby deleted in its entirety.

     20. Amendment of Schedule 2.04. Schedule 2.04 is hereby deleted in its
entirety and replaced by Schedule 2.04 attached hereto.

     21. Other Provisions of the Agreement. Except as set forth in this
Amendment, all terms and conditions of the Agreement shall remain in full force
and effect.

     22. Governing Law. This Amendment and all disputes or controversies arising
out of or relating to this Amendment or the transactions contemplated hereby
will be governed by, and construed in accordance with, the laws of the State of
New York. Except as provided in Sections 2.06(b), 3.02(c) and 3.03(b) of the
Agreement, all actions and proceedings arising out of or relating to this
Amendment will be heard and determined exclusively in any New York federal court
sitting in the Borough of Manhattan of The City of New York. In the event that
jurisdiction is not available in any federal court sitting in the Borough of
Manhattan of The City of New York, the parties agree that all such actions and
proceedings will be heard in the state courts of Delaware located in the City of
Wilmington. The parties hereby (a) submit to

                                        4


the exclusive jurisdiction of any federal court sitting in the Borough of
Manhattan of The City of New York for the purpose of any Action arising out of
or relating to this Amendment brought by any party (subject to the preceding
sentence), and (b) irrevocably waive, and agree not to assert by way of motion,
defense, or otherwise, in any such Action, any Claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that the Action is brought in an
inconvenient forum, that the venue of the Action is improper, or that this
Amendment or the transactions contemplated by this Amendment may not be enforced
in or by any of the above-named courts.

     23. Counterparts. This Amendment may be executed and delivered (including
by facsimile transmission) in one or more counterparts, and by the different
parties in separate counterparts, each of which when executed will be deemed to
be an original but all of which taken together will constitute one and the same
agreement.

                            [SIGNATURE PAGE FOLLOWS]











                                        5


     IN WITNESS WHEREOF, each of the parties hereto has executed or caused this
Amendment to be duly executed as of the date first written above by their
respective officers thereunto duly authorized.

                           BOSTON SCIENTIFIC CORPORATION

                           By: __________________________________________
                           Name: Lawrence J. Knopf
                           Title: Senior Vice President, Deputy General
                           Counsel and Assistant Secretary

                           BOSTON SCIENTIFIC SCIMED, INC.

                           By: __________________________________________
                           Name: Lawrence J. Knopf
                           Title: Assistant Secretary

                           BOSTON SCIENTIFIC NEUROMODULATION CORPORATION

                           By: __________________________________________
                           Name: Lawrence J. Knopf
                           Title: Vice President-Legal and Secretary

                           ADVANCED BIONICS HOLDING CORPORATION

                           By: __________________________________________
                           Name:
                           Title:

                           ADVANCED BIONICS, LLC

                           By: BOSTON SCIENTIFIC NEUROMODULATION CORPORATION, as
                           sole member

                           By: __________________________________________
                           Name: Lawrence J. Knopf
                           Title: Vice President-Legal and Secretary

EX-99.1

Boston Scientific Completes Sale of Auditory Business and Drug Pump Development Program

Company retains ownership of Pain Management business

PRNewswire-FirstCall

NATICK, Mass.

(NYSE:BSX)

NATICK, Mass., Jan. 4 /PRNewswire-FirstCall/ -- Boston Scientific Corporation (NYSE: BSX) today announced that it has completed the sale of the controlling interests in its auditory business and drug pump development program to former principals and shareholders of Advanced Bionics. Boston Scientific acquired Advanced Bionics in 2004. The sale coincides with the closing of the amended merger agreement with Advanced Bionics announced on August 9, 2007.

As part of a new schedule of consolidated, fixed earnout payments, Boston Scientific has paid former Advanced Bionics shareholders $650 million. A final payment of $500 million will be paid in March 2009. The former Advanced Bionics principals and shareholders have paid Boston Scientific $150 million for the controlling interests in the auditory business and drug pump development program.

Under the amended merger agreement, Boston Scientific obtains sole management control of the Pain Management business, including the emerging indications program. The Pain Management business includes spinal cord stimulation technologies, as well as emerging technologies such as a variety of applications of the bion® microstimulator. The Pain Management business and emerging indications program will operate as Boston Scientific Neuromodulation under the leadership of Michael Onuscheck, currently head of the Pain Management business. The business will continue to be headquartered in Valencia, California.

As part of the transactions, the parties have agreed to dismiss currently pending litigation between Boston Scientific and former Advanced Bionics shareholders.

Boston Scientific is a worldwide developer, manufacturer and marketer of medical devices whose products are used in a broad range of interventional medical specialties. For more information, please visit: http://www.bostonscientific.com/.

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like "anticipate," "expect," "project," "believe," "plan," "estimate," "intend" and similar words. These forward- looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding our divestiture of non-strategic assets, our restructuring initiatives, our operational strategy, our financial performance and our growth strategy. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this press release. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.

Factors that may cause such differences include, among other things: future economic, competitive, reimbursement and regulatory conditions; new product introductions; demographic trends; intellectual property; litigation; financial market conditions; and, future business decisions made by us and our competitors. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A- Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A - Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file thereafter. We disclaim any intention or obligation to publicly update or revise any forward- looking statements to reflect any change in our expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.

CONTACT: Paul Donovan 508-650-8541 (office) 508-667-5165 (mobile) Media Relations Boston Scientific Corporation
Dan Brennan 508-650-8538 (office) 617-459-2703 (mobile) Investor Relations Boston Scientific Corporation

SOURCE:   Boston Scientific Corporation

CONTACT:   Media Relations, Paul Donovan, +1-508-650-8541 (office), +1-508-667-5165 (mobile), or Investor Relations, Dan Brennan, +1-508-650-8538 (office), +1-617-459-2703 (mobile), both of Boston Scientific Corporation