CONFIDENTIALITY
      AGREEMENT

    


     

    This
      Agreement (this “Agreement”)
      is
      made and entered into as of October 24, 2007, by and between Kensey Nash
      Corporation (the “Company”),
      and
      each of the entities and natural persons listed on Schedule
      A
      hereto
      (such entities and natural persons and any Ramius Nominee that executes a
      joinder to this Agreement, collectively, the “Ramius
      Group”)
      (each
      of the Company and the Ramius Group, a “Party”
to
      this
      Agreement, and collectively, the “Parties”).
      

    


    WITNESSETH:

    


    WHEREAS,
      in connection with the execution and performance of a Settlement Agreement
      between the Parties and certain other parties affiliated with the Ramius Group,
      dated October 24, 2007 (the “Settlement
      Agreement”),
      regarding the nomination of certain persons to the Board of Directors of the
      Company (the “Board”)
      and
      the Ramius Group’s forbearance of certain activities during the Standstill
      Period (as defined in the Settlement Agreement), the Company expects to provide
      or otherwise make available to either or both of Jeffrey Smith and Ceasar
      Anquillare (the “Ramius
      Nominees”)
      certain information, including information made available to either or both
      Ramius Nominees pursuant to Section 1 of this Agreement, developed by and/or
      concerning the Company that is non-public, confidential or proprietary in
      nature, including business and financial information concerning the Company
      and/or its operations (such information collectively, “Confidential
      Information”);
      

    


    NOW
      THEREFORE, in consideration of the agreements, covenants and premises set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Parties hereto hereby agree
      as
      follows:

     

    1. The
      Company hereby agrees that prior to the 2007 Annual Meeting of Stockholders
      of
      the Company (the “2007
      Annual Meeting”),
      the
      Company will not take any action that the Board considers material without
      first
      advising a Ramius Nominee regarding such action. The Ramius Nominees shall
      use
      the Confidential Information solely for the purpose of evaluating the Company
      and actions proposed to be taken by the Company, in connection with their
      respective preparations to serve as members of the Board if elected at the
      2007
      Annual Meeting.

     

    2. All
      Confidential Information furnished by the Company to a Ramius Party will be
      kept
      confidential by all Ramius Parties and shall not, without the prior written
      consent of the Company, be disclosed by any Ramius Party in any manner
      whatsoever, in whole or in part, and shall not be used by any Ramius Party
      other
      than as necessary for the purpose of evaluating the Company and actions proposed
      to be taken by the Company and the Ramius Group’s investment in the Company.
      Moreover, each Ramius Party shall reveal the Confidential Information only
      to
      other Ramius Parties that need to know the Confidential Information for such
      purpose, who are informed by the revealing Ramius Party of the confidential
      nature of the Confidential Information and who agree to be bound by the terms
      and conditions of this Agreement. No Ramius Party shall, without the prior
      written consent of the Company, disclose any of the Confidential Information
      to
      its shareholders, members, other security holders or affiliates, or any of
      them,
      that are not Ramius Parties. Each member of the Ramius Group shall cause its
      Ramius Affiliates to comply with this Agreement. Each member of the Ramius
      Group
      shall be jointly and severally responsible for any breach of this Agreement
      by
      any Ramius Party. “Ramius
      Affiliates”
means
      the directors, officers, managers, agents, representatives (including attorneys,
      accountants and financial advisers) and employees of the Company of any member
      of the Ramius Group; and “Ramius
      Parties”
means
      the Ramius Affiliates and the members of the Ramius Group. 

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    3. No
      Ramius
      Party shall, without the prior written consent of the Company, disclose to
      any
      person the fact that the Confidential Information has been made available by
      the
      Company to a Ramius Party. The term “person” as used in this Agreement shall be
      broadly interpreted to include, without limitation, the media and any
      individual, group, corporation, partnership, limited liability company or other
      entity, including any government or agency thereof. 

     

    4. All
      Confidential Information received by a Ramius Party hereunder will be returned
      to the Company promptly upon the request of the Company, subject to any
      documentation retention policies to which such Ramius Party is subject as
      required by law or regulatory authority; provided,
      however,
      that
      any analyses, compilations, studies or other documents prepared by a Ramius
      Party based upon or relating to or otherwise constituting Confidential
      Information shall be deemed to be Confidential Information and will be, at
      the
      option of the Company, either destroyed or held by such Ramius Party and kept
      confidential and subject to the terms of this Agreement, subject to any
      documentation retention policies to which such Ramius Party is subject as
      required by law or regulatory authority.

     

    5. No
      Ramius
      Party will photocopy, reproduce or distribute to others any Confidential
      Information received at any time, except for distribution to persons entitled
      to
      receive Confidential Information hereunder for the purposes contemplated hereby
      or with the prior written consent of the Company.

     

    6. Notwithstanding
      anything to the contrary contained herein: “Confidential Information” shall not
      include information which: (a) is at the time of disclosure or thereafter
      becomes generally available to the public other than as a result of a disclosure
      by a Ramius Party; (b) was, prior to disclosure by the Company, already in
      a
      Ramius Party’s possession, provided that the source of such information was, to
      such Ramius Party’s knowledge after reasonable inquiry, not bound by a
      confidentiality agreement with or other contractual, legal or fiduciary
      obligation of confidentiality to the Company or a Company Affiliate; (c) becomes
      available to a Ramius Party on a nonconfidential basis from a source (other
      than
      the Company or a Company Affiliate) that is, to such Ramius Party’s knowledge
      after reasonable inquiry, not bound by a confidentiality agreement with or
      other
      contractual, legal or fiduciary obligation of confidentiality to the Company
      or
      a Company Affiliate, and is not, to such Ramius Party’s knowledge after
      reasonable inquiry, under an obligation to the Company or a Company Affiliate
      not to transmit the information to such Ramius Party; or (d) was independently
      developed by a Ramius Party or a Ramius Affiliate without reference to or use
      of
      the Confidential Information. “Company
      Affiliates”
means
      the directors, officers, agents, representatives (including attorneys,
      accountants and financial advisers) and employees of the Company. 

     

    7. Each
      member of the Ramius Group acknowledges that neither the Company nor any Company
      Affiliate makes any representation or warranty as to the accuracy or
      completeness of the Confidential Information furnished by it to any Ramius
      Party. Neither the Company nor any Company Affiliate shall have any liability
      to
      any Ramius Party hereunder resulting from the use of the Confidential
      Information by a Ramius Party.

     

    8. In
      the
      event that any Ramius Party or any person to whom any Ramius Party transmits
      Confidential Information becomes legally required to disclose any Confidential
      Information furnished to it, the Ramius Group will, to the extent legally
      permissible, provide the Company with prompt notice thereof so that the Company
      may, if available, promptly seek a protective order or other appropriate remedy
      and/or waive compliance with the provisions of this Agreement. In the event
      that
      such protective order or other remedy is not obtained, or the Company waives
      compliance with the provisions of this Agreement, the Ramius Party (or the
      person to whom the Ramius Party transmitted such Confidential Information)
      may,
      without liability hereunder, disclose only that portion of the Confidential
      Information furnished hereunder which, based upon the advice of counsel of
      such
      Ramius Party, the disclosure of which is legally required and will exercise
      its
      reasonable best efforts to obtain a protective order or other reliable assurance
      that confidential treatment will be accorded the Confidential
      Information.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    9. Each
      member of the Ramius Group acknowledges and agrees that irreparable injury
      to
      the Company would occur in the event any Ramius Party obligations under this
      Agreement were not performed in accordance with the specific terms of this
      Agreement or a Ramius Party otherwise breached this Agreement and that such
      injury would not be adequately compensable in damages. It is accordingly agreed
      by each member of the Ramius Group that the Company shall be entitled to
      specific enforcement of (without the necessity of posting a bond or other
      security or proving actual damages), and injunctive relief to prevent any
      violation of (without the necessity of posting a bond or other security or
      proving actual damages), the terms of this Agreement by any Ramius Party and
      that no Ramius Party will take any action, directly or indirectly, in opposition
      to the Company seeking such relief on the grounds that any other remedy or
      relief is available at law or in equity. This Section 9 shall not in any way
      affect a Party’s right to exercise its rights at law. Each member of the Ramius
      Group, jointly and severally, shall reimburse, indemnify and hold harmless
      the
      Company and the Company Affiliates against any and all costs and liabilities
      arising from the breach of any provision of this Agreement by any Ramius Party.
      

     

    10. The
      terms, conditions and provisions of this Agreement shall apply only with respect
      to Confidential Information received by a Ramius Party prior to the earlier
      of
      (i) the election of the Ramius Nominees to the Board or (ii) the conclusion
      of
      the Company’s 2007 Annual Meeting.

     

    11. Each
      member of the Ramius Group hereby irrevocably appoints RCG Starboard Advisors,
      LLC as such member’s attorney-in-fact and representative (the “Ramius
      Representative”),
      in
      such member’s place and stead, to do any and all things and to execute any and
      all agreements, instruments and other documents and any amendments,
      modifications and waivers thereto and hereto and to give and receive any and
      all
      notices or instructions in connection with this Agreement and the transactions
      contemplated hereby. The Company shall be entitled to rely, as being binding
      on
      each member of the Ramius Group, upon any action taken by the Ramius
      Representative or upon any document, notice, instruction or other writing given
      or executed by the Ramius Representative. Each member of the Ramius Group
      acknowledges and agrees that each agreement, covenant or other obligation of
      the
      Ramius Group hereunder shall be binding on such member of the Ramius
      Group.

     

    12. Each
      member of the Ramius Group acknowledges and agrees that it is aware of the
      restrictions imposed by the United States securities laws on the purchase or
      sale of securities by any person who has received material nonpublic information
      from the issuer of securities, and on the communication of such information
      to
      any other person when it is reasonably foreseeable that such other person is
      likely to purchase or sell such securities in reliance upon such
      information.

     

    13. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, without reference to its conflict of law rules. 

     

    14. This
      Agreement constitutes the entire agreement between the Parties with respect
      to
      the subject matter hereof and supersedes all prior agreements understandings,
      both written and oral, among the Parties with respect to the subject matter
      hereof. No modifications of this Agreement can be made except in writing signed
      by an authorized representative of each of the Company and each member of the
      Ramius Group. 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    15. If
      at any
      time subsequent to the date hereof, any provision of this Agreement shall be
      held by any court of competent jurisdiction to be illegal, void or
      unenforceable, such provision shall be of no force and effect, but the
      illegality or unenforceability of such provision shall have no effect upon
      the
      legality or enforceability of any other provision of this
      Agreement.

     

    16. This
      Agreement and any amendments hereto may be executed and delivered in one or
      more
      counterparts, and by the different parties hereto in separate counterparts,
      each
      of which when executed shall be deemed to be an original, but all of which
      taken
      together shall constitute one and the same agreement, and shall become effective
      when counterparts have been signed by each party hereto and delivered to the
      other parties hereto, it being understood that all parties need not sign the
      same counterpart. In the event that any signature to this Agreement or any
      amendment hereto is delivered by facsimile transmission or by e-mail delivery
      of
      a “.pdf” format data file, such signature shall create a valid and binding
      obligation of the party executing (or on whose behalf such signature is
      executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof. At the request of any party each other
      party shall promptly re-execute an original form of this Agreement or any
      amendment hereto and deliver the same to the other party. No party hereto shall
      raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data
      file to deliver a signature to this Agreement or any amendment hereto or the
      fact that such signature was transmitted or communicated through the use of
      a
      facsimile machine or e-mail delivery of a “.pdf” format data file as a defense
      to the formation or enforceability of a contract, and each party hereto forever
      waives any such defense.This Agreement embodies the entire agreement between
      the
      Parties and supersedes any and all prior or contemporaneous oral or written
      agreements, arrangements and understandings concerning the matters provided
      for
      herein.

     

    17. Any
      notices, consents, determinations, waivers or other communications required
      or
      permitted to be given under the terms of this Agreement must be in writing
      and
      will be deemed to have been delivered: (i) upon receipt, when delivered
      personally; (ii) upon receipt, when sent by facsimile (provided confirmation
      of
      transmission is mechanically or electronically generated and kept on file by
      the
      sending party); or (iii) one (1) Business Day after deposit with a nationally
      recognized overnight delivery service, in each case properly addressed to the
      party to receive the same. The addresses and facsimile numbers for such
      communications shall be:

     

    If
      to the
      Company:

     

    Kensey
      Nash Corporation

    735
      Pennsylvania Drive

    Exton,
      Pennsylvania 19341 

    Attention:
      Joseph Kaufman

    Facsimile:
      484-713-2901

    


    With
      a
      copy to:

    


    Katten
      Muchin Rosenman LLP

    525
      W.
      Monroe Street 

    Chicago,
      Illinois 60661-3693 

    Attention:
      David Shevitz, Esq. and Mark D. Wood, Esq.

    Facsimile:
      312-902-1061

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    If
      to the
      Ramius Group or any member of the Ramius Group:

    


    Ramius
      Capital Group, L.L.C.

    666
      Third
      Avenue, 26th
      Floor


    New
      York,
      New York 10017

    Attention:
      Jeffrey Smith

    Facsimile:
      212-201-4802

     

    With
      a
      copy to:

     

    Olshan
      Grundman Frome Rosenzweig & Wolosky LLP

    Park
      Avenue Tower

    65
      East
      55th
      Street

    New
      York,
      New York 10022

    Attention:
      Steven Wolosky, Esq.

    Facsimile:
      (212) 451-2222

     

     

    18. This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective successors and assigns. No Party shall assign this Agreement
      or
      any rights or obligations hereunder without, with respect to any member of
      the
      Ramius Group, the prior written consent of the Company, and with respect to
      the
      Company, the prior written consent of the Ramius Representative. 

     

    19. The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party. Unless the context otherwise requires, (a) all
      references to Sections or Schedules are to Sections or Schedules contained
      in or
      attached to this Agreement, (b) words in the singular or plural include the
      singular and plural and pronouns stated in either the masculine, the feminine
      or
      neuter gender shall include the masculine, feminine and neuter, and (c) the
      use
      of the word “including” in this Agreement shall be by way of example rather than
      limitation.

     

    


     

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      The
      remainder of this page intentionally left blank ]

    
 

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
      day
      and year first above written.

     

    
      	 	
              KENSEY
                NASH CORPORATION

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	
              Joseph
                W. Kaufmann

            
	 	 	
              Title:

            	
              Chief
                Executive Officer,

              President,
                Secretary

            


    

     

     

    
      	
              PARCHE,
                LLC

            	
              RCG
                STARBOARD ADVISORS, LLC

            
	 	 	 	 
	
              By:

            	
              RCG
                Starboard Advisors, LLC, its managing member

            	
              By:

            	
              Ramius
                Capital Group, L.L.C., its sole
                member

            


    

    


    


    
      	
              STARBOARD
                VALUE AND OPPORTUNITY MASTER FUND LTD.

            	
              RAMIUS
                CAPITAL GROUP, L.L.C.

               

              By:
                C4S & Co., L.L.C.,

                     as
                managing member

            
	 	 
	
              By:

            	
              RCG
                Starboard Advisors, LLC, its

              investment
                manager

            	
               

              C4S
                & CO., L.L.C.

            


    

    


    


    
      	
              By:

            	 
	 	
              Name:

            	
              Jeffrey
                M. Solomon

            
	 	
              Title:

            	
              Authorized
                Signatory

            


    

    


    


    
      	 	 

	 	
              PETER
                A. FELD

            


    

    


    


    
      	 	 	 
	
              JEFFREY
                C. SMITH

            	 	 
	 	 	 
	
              Individually
                and as attorney-in-fact for Ceasar Anquillare

            	 	 


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

     

    
      	
               

              By:
                Starboard Value and Opportunity Master Fund Ltd.

              


              By:
                ________________________________ 

              Name:
                Jeffrey M. Solomon

              Title:
                Authorized Signatory

              


              By:
                Parche, LLC 

              


              By:
                ________________________________ 

              Name:
                Jeffrey M. Solomon

              Title:
                Authorized Signatory

              


              By:
                RCG Enterprise, Ltd

              


              By:
                ________________________________ 

              Name:
                Jeffrey M. Solomon

              Title:
                Authorized Signatory

               

              By:
                RCG Starboard Advisors, LLC 

              


              By:
                ________________________________ 

              Name:
                Jeffrey M. Solomon

              Title:
                Authorized Signatory     

              


              By:
                Ramius Capital Group, L.L.C. 

               

              By:
                ________________________________

              Name:
                Jeffrey M. Solomon 

              Title:
                Authorized Signatory

              


              By:
                C4S & CO., L.L.C.

              


              By:
                ________________________________ 

              Name:
                Jeffrey M. Solomon

              Title:
                Authorized Signatory

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      SCHEDULE
        A

    

     

    The
      Ramius Group

    


    
      	
              Parche,
                LLC

            
	 
	
              Starboard
                Value and Opportunity Master Fund Ltd.

            
	 
	
              RGC
                Starboard Advisors, LLC

            
	 
	
              Ramius
                Capital Group, L.L.C.

            
	 
	
              C4S
                & CO., LLC

               

              RCG
                Enterprise, Ltd 

            
	 
	
              Ceasar
                Anquillare

            
	 
	
              Peter
                A. Feld

            
	 
	
              Jeffrey
                C. Smith

            


    

    


    


    


    
      
         

      

      
        8