<PAGE>
                                                                   EXHIBIT 10.11

                           ADJUSTED LICENSE AGREEMENT


         THIS AGREEMENT, dated January 1, 2003, by and between SurModics, Inc.,
a corporation of the State of Minnesota, which has an office at 9924 West 74th
Street, Eden Prairie, MN 55344, (hereinafter referred to as SURMODICS), and
Cordis Corporation, which has offices located at 14201 NW 60th Street, Miami
Lakes, Florida 33126 (hereinafter referred to as CORDIS).

         WHEREAS, SurModics is engaged in biological, chemical and technical
research and has developed a body of technology and know-how, including
reagents, processes and devices which the parties believe will improve the
performance of various products and processes of Cordis.

         WHEREAS, the technology of SurModics includes confidential information
(including trade secrets and other know-how) which is proprietary to SurModics
and SurModics is in the process of securing patent coverage for certain items of
its technology, and continues to maintain the confidentiality of other portions
of its technology.

         WHEREAS, SurModics and Cordis desire to cancel the Stent License
Agreement dated October 24, 1996, as amended;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below and for other good and valuable consideration of which receipt
is acknowledged, the parties agree as follows:

1.       DEFINITIONS

         The following definitions apply to this Agreement and to all addenda
thereto:

         a.       "Effective Date" means January 1, 2003;

         b.       [Intentionally Omitted]

         c.       "Patent Rights" means the patent application(s) and patent(s)
                  having a worldwide priority date earlier than the Effective
                  Date and identified in Attachment A hereof, together with all
                  foreign counterparts, divisions, continuations and
                  continuations in part applications based thereon, any patent
                  issuing on any of said applications, and any reissues or
                  extensions based on any of such patents.

         d.       [Intentionally Omitted]

         e.       [Intentionally Omitted]


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         f.       "Licensed Products" means those items specifically described
                  in Attachment B (the "Exclusive Products") and Attachment C
                  (the "Non-Exclusive Products") which:

                  i.       but for the license granted herein the manufacture,
                           use or sale would infringe (or a surface treatment
                           process employed to produce a product or a reagent
                           used in such process would infringe) any Valid Claim
                           of Patent Rights, or

                  ii.      are produced through the use of SurModics Licensed
                           Technology.

         g.       "SurModics Licensed Technology" means those items described on
                  Attachment D, including, to the extent those items in
                  paragraph 2 of Attachment D were not known to the public at
                  the time of their disclosure by SurModics to Cordis.

         h.       [Intentionally Omitted]

         i.       "Net Sales" means the total actual billing for sales of
                  Licensed Products, less the following deductions where they
                  are applicable with respect to such billings and when
                  separately shown on invoices:

                  i.       discounts actually allowed and taken;

                  ii.      any customs, duties, taxes or other governmental
                           excise or charge upon or measured by the production,
                           sale, transportation, delivery or use of Licensed
                           Product and actually paid by Cordis;

                  iii.     amounts allowed or credited on rejections or returns;

                  iv.      transportation charges prepared or allowed

                  v.       Licensed Product distributed for use in clinical
                           trials, prior to receiving regulatory approval for
                           commercial sale for a particular indication in a
                           particular country.

                  Notwithstanding the above, if any Licensed Product is sold
                  both separately and as an integral part of a combination
                  product containing one or more integral components in addition
                  to that Licensed Product, then Net Sales of that Licensed
                  Product resulting from sales of that combination product will
                  be calculated by multiplying the Net Sales for the combination
                  product as calculated above by the fraction A/B where A is the
                  invoice price of the Licensed Product as sold separately and B
                  is the invoice price of the combination product. It is
                  understood that if any Licensed Product is sold only as an
                  integral part of a combination product, then Net Sales of that
                  Licensed Product will include the entire sales price of the
                  combination product.



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                  A Licensed Product shall be considered sold when it is shipped
                  or when it is invoiced, whichever is earlier. To assure
                  SurModics the full royalty payment contemplated in this
                  Agreement, Cordis agrees that in the event any Licensed
                  Product is sold to an Affiliate for purposes of resale, Earned
                  Royalties for that Licensed Product shall be computed upon the
                  selling price at which such Licensed Product is then resold to
                  a non-Affiliate, rather than on the selling price of Cordis to
                  the Affiliate; Cordis shall promptly report sales to
                  Affiliates and be responsible for accurately reporting the
                  ultimate sales to a non-Affiliate.

         j.       "Affiliate" means any entity which owns at least 50% of, is at
                  least 50% owned by, or is under common ( at least 50%)
                  ownership with Cordis.

         k.       "Valid Claim" means a claim of an issued patent of Patent
                  Rights that has not been held invalid by a court of competent
                  jurisdiction, or other appropriate governmental body of
                  competent jurisdiction, beyond possibility of appeal.

2.       LICENSE

         a.       SurModics grants to Cordis a world-wide license under the
                  SurModics' Patent Rights and the SurModics Licensed
                  Technology, to make, have made for it, use, sell, or import
                  into the United States, the Licensed Products. The license
                  granted herein is **.

         b.       **.

         c.       Subject to the limited license granted herein, SurModics shall
                  retain all other rights to the Patent Rights and the SurModics
                  Licensed Technology.

3.       [Intentionally Omitted]

4.       ROYALTIES

         Cordis will pay to SurModics royalties as follows:


                                             ** CONFIDENTIAL TREATMENT REQUESTED
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         a.       Earned Royalties as provided for in Attachment E.

         b.       Minimum Royalties as provided for in Attachment F.

5.       ROYALTY PAYMENTS, REPORTS, RECORDS

         a.       Cordis will make written reports and payments to SurModics
                  within sixty (60) days after the last day of each calendar
                  quarter ending March 31, June 30, September 30, and December
                  31. Each such report shall state the worldwide Net Sales, unit
                  volumes, Earned Royalty, Minimum Royalty, corrections of error
                  in prior royalty payments, and data and calculations used by
                  Cordis to determine such payments. Each report shall be
                  accompanied by payment in full of the royalty due SurModics
                  for that quarter.

         b.       Cordis will maintain, in accordance with its conventional
                  accounting practices, true and accurate records supporting the
                  reports and payments made under this Agreement. SurModics
                  shall have the right to carry out an audit of such records no
                  more frequently than once per calendar year by a certified
                  public accountant of its choice. Such accountant shall have
                  reasonable access to Cordis' offices and the relevant records,
                  files and books of account, and such accountant shall have the
                  right to examine any other records, reasonably necessary to
                  determine the accuracy of the calculations provided by Cordis
                  under Paragraph 5(a). Such audit shall be at SurModics expense
                  except that if cumulative underpayment errors for any period
                  are found that exceed **% of the payment made to SurModics
                  during that period being audit, then Cordis will bear the cost
                  of such audit.

         c.       All royalties on sales of each Licensed Product to be paid to
                  SurModics by Cordis under this Agreement shall be paid in U.S.
                  Dollars to SurModics in the United States. For the purpose of
                  calculating Earned Royalties on sales outside the United
                  States, Cordis shall utilize the average rate of exchange on
                  the last business day of that calendar quarter as quoted in
                  the Wall Street Journal.

         d.       Any sum required under U.S. tax laws (or the tax laws of any
                  other government) to be withheld by Cordis from payment for
                  the account of SurModics shall be promptly paid by Cordis for
                  and on behalf of SurModics to the appropriate tax authorities,
                  and Cordis shall furnish SurModics with official tax receipts
                  or other appropriate evidence issued by the appropriate tax
                  authorities sufficient to enable SurModics to support a claim
                  for income tax credit in respect to any sum so withheld. Any
                  such tax required to be withheld shall be an expense of and
                  borne by SurModics.

6.       [Intentionally Omitted]



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7.       TERM

         a.       The license granted herein under the Patent Rights shall begin
                  on the Effective Date and shall extend until expiration of the
                  last to expire patent of Patent Rights, unless earlier
                  terminated pursuant to the provisions of this Agreement. The
                  license granted herein under SurModics Licensed Technology
                  shall begin on the Effective Date and shall extend for **
                  thereafter subject to the provisions of Paragraph 7(b).

         b.       If the license with respect to SurModics Licensed Technology
                  continues for the ** stated above, and upon full payment by
                  Cordis to SurModics of any monies due under this Agreement,
                  the license herein granted with respect to SurModics Licensed
                  Technology shall be deemed **.

8.       PATENTS

         a.       To the best of its ability, Cordis shall see to it that all
                  Licensed Products sold by Cordis shall be appropriately marked
                  with the applicable patent numbers, in conformity with
                  applicable law.

         b.       [Intentionally Omitted]

         c.       [Intentionally Omitted]

         d.       [Intentionally Omitted]

9.       [Intentionally Omitted]

10.      TERMINATION

         **.

11.      CONTINUING OBLIGATIONS SUBSEQUENT TO TERMINATION

         a.       Upon any termination of this Agreement or any of the licenses
                  granted herein, the following rights and obligations shall
                  continue to the degree necessary to permit their complete
                  fulfillment or discharge:

                  i.       SurModics right to receive and Cordis' obligation to
                           pay royalties to the extent owed; and

                  ii.      Cordis' obligation to maintain records and SurModics
                           right to audit under Paragraph 5, with respect to
                           sales; and


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                  iii.     Any cause of action or claim of either party, accrued
                           or to accrue, because of any breach or default by the
                           other party; and

                  iv.      Cordis' and SurModics' obligation to maintain
                           confidentiality under Paragraph 13; and

                  v.       If this Agreement, or License granted in this
                           Agreement, has been terminated, Cordis' obligation to
                           forebear from use of SurModics Licensed Technology.

                  vi.      [Intentionally Omitted]

         b.       [Intentionally Omitted]

12.      REPRESENTATIONS AND WARRANTIES

         a.       [Intentionally Omitted]

         b.       Each party has the full and unrestricted right to enter into
                  this Agreement.

         c.       Nothing in this Agreement shall be construed as:

                  i.       A warranty or representation by SurModics as to the
                           validity or scope of any Patent Rights; or

                  ii.      A warranty or representation that anything made,
                           used, sold, or otherwise disposed of, or any process
                           practiced, under any License granted in this
                           Agreement is or will be free from infringement of
                           patents of third persons; or

                  iii.     A requirement that SurModics file any patent
                           application, secure any patent, or maintain any
                           patent in force; or

                  iv.      An obligation to bring or prosecute actions or suits
                           against third parties for infringement of any patent
                           (except as provided in Paragraph 12A); or

                  v.       An obligation to furnish any manufacturing or
                           technical information not encompassed within
                           SurModics Licensed Technology; or

                  vi.      Conferring any right on either party to use in
                           advertising, publicity, or otherwise any trademark or
                           trade name of the other; or

                  vii.     Granting by implication, estoppel, or otherwise any
                           licenses or rights under patents or other proprietary
                           information of SurModics other than those included
                           within Patent Rights and SurModics Licensed
                           Technology.


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<PAGE>


         d.       [Intentionally Omitted]

         e.       Except as provided in a certain agreement regarding sale of
                  Reagent, SurModics does not make any representations, extend
                  any warranties of any kind, either express or implied, or
                  assume any responsibilities whatever with respect to use,
                  sale, or other disposition by Cordis, its Affiliates or its
                  vendees or transferees of Licensed Products incorporating or
                  made by use of the Patent Rights and SurModics Licensed
                  Technology.

         f.       [Intentionally Omitted]

12A.     INFRINGEMENT LITIGATION

         To the extent that any Patent Rights licensed hereunder may be
infringed by the manufacture, use, sale or importation of any Licensed Product
by any third party, SurModics shall have the right, but not the obligation, if
such Licensed Product is a Non-Exclusive Product, to prosecute at its own
expense, or at the expense of Cordis if Cordis so requests, any action SurModics
deems necessary. If SurModics fails to commence prosecution of such action
within ninety (90) days following written request by Cordis or if the Licensed
Product is an Exclusive Product, then Cordis may, in its own name and at its own
expense, prosecute such action. If Cordis prosecutes any such action, it will
not without the advance written consent of SurModics admit to the invalidity or
unenforceability of any patent or claims within the Patent Rights or grant a
license to a third party to any such patents or claims. SurModics shall
cooperate and, if necessary, become a named party to the action. Should Cordis
prosecute such action, Cordis shall indemnify, defend, and hold harmless
SurModics from any claims or counterclaims related to the patent or patents in
suit, lawsuit expenses (including attorneys fees), costs and judgments arising
out of such litigation, but excluding adverse judgments regarding the validity,
enforceability or claim interpretation of the patent or patents in suit. If
SurModics elects to prosecute any such action, and it does so at its own
expense, then it shall have the right to control the litigation. If Cordis
elects to prosecute any such action, and it does so at its own expense, then it
shall have the right to control the litigation. If SurModics prosecutes such
action at Cordis' expense, the proceeds of the litigation, if any, shall first
be used to reimburse Cordis for its expense of the litigation and the remainder,
if any, shall be divided equally between SurModics and Cordis. In any such
action, the prosecuting party shall promptly notify the non-prosecuting party of
its decision to prosecute.

13.      CONFIDENTIALITY

         a.       Cordis agrees to maintain in confidence SurModics Licensed
                  Technology for a period of ** from the Effective Date. Cordis
                  agrees not to disclose any of SurModics Licensed Technology
                  nor to use the same except in accordance with this Agreement,
                  except to a governmental agency as required by law (and only
                  to the extent required by law and with appropriate safeguards
                  to its confidentiality), and in the event such requirement for
                  disclosure is to a non-United States governmental entity then
                  Cordis shall review such disclosure with SurModics prior to
                  submission to such entity.



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         b.       [Intentionally Omitted]

         c.       [Intentionally Omitted]

         d.       [Intentionally Omitted]

         e.       [Intentionally Omitted]

14.      ASSIGNMENT

         This Agreement shall be binding upon and inure to the benefit of the
         parties hereto and their successors to the entire assets and business
         of the respective parties hereto. Either party may assign its rights
         and obligations under this Agreement to a financially responsible third
         party, but only in connection with a complete transfer to the third
         party of the business to which this agreement pertains, such as in the
         event the SurModics transfers its ** coatings business or if Cordis
         transfers its ** business. The assigning party will so inform the other
         party to this Agreement without delay of any assignment made in
         accordance with the conditions of this Agreement. This Agreement shall
         not otherwise be assignable by either party without the prior written
         consent of the other party. Any and all assignments of this Agreement
         or any interest therein not made in accordance with this paragraph
         shall be void.

15.      GOVERNMENT APPROVAL

         Cordis shall have the sole responsibility, at Cordis' sole expense, for
         obtaining any government approvals that may be required for the
         investigation or marketing of Licensed Products.

16.      PRODUCT LIABILITY

         Cordis will defend and indemnify SurModics under this Agreement against
         all losses, liabilities, lawsuits, claims, expenses (including
         attorney's fees), costs, and judgments incurred through personal
         injury, property damage, or other claims of third parties, arising from
         the design, manufacture, use, or sale of Licensed Products.

17.      NO WAIVER

         Any waiver of any term or condition of this Agreement by either party
         shall not operate as a waiver of any other or continued breach of such
         term or condition, or any other term or condition, nor shall any
         failure to enforce a provision hereof operate as a waiver of such
         provisions or of any other provision hereof.

18.      NOTICES

         All communications or other notices required or permitted under this
         Agreement shall be in writing and shall be deemed to be given when
         personally delivered, or when mailed by registered or certified mail,
         postage prepaid, and addressed as follows:


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                  If to SurModics:
                           License Administration
                           SurModics, Inc.
                           9924 West 74th Street
                           Eden Prairie, MN  55344

                  If to Cordis:

                           Vice President, New Business Development
                           Cordis Corporation
                           7 Powder Horn Drive
                           Warren, NJ 07040

                           copy to:
                           Chief Patent Counsel
                           Johnson & Johnson
                           One Johnson & Johnson Plaza
                           New Brunswick, NJ 08933

19.      CAPTIONS

         The captions and headings of this Agreement are for convenience only
         and shall in no way limit or otherwise affect any of the terms or
         provisions contained herein. This Agreement shall be construed without
         regard to any presumption or other rule requiring construction hereof
         against the party drafting this Agreement.

20.      FORCE MAJEURE

         Neither party shall be liable for failure to perform as required by any
         provisions of this Agreement where such failure results from a cause
         beyond such party's reasonable control such as acts of God, regulation
         or other acts of civil or military authority, required approval(s) of
         government bodies, fires, strikes, floods, epidemics, quarantine
         restrictions, riot, delays in transportation and inabilities to obtain
         necessary labor, materials, or manufacturing facilities. In the event
         of any delay attributable to any of the foregoing causes, the time for
         performance affected thereby shall be extended for a period equal to
         the time lost by reason of such delay. The cumulative effect of all
         such delays under this Paragraph 20 shall not exceed one (1) year.

21.      NO AGENCY

         Nothing in this Agreement authorizes either SurModics or Cordis to act
         as agent for the other as to any matter, or to make any representations
         to any third party indicating or implying the existence of any such
         agency relationship. SurModics and Cordis shall each refrain from any
         such representations. The relationship between SurModics and Cordis is
         that of independent contractors.


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22.      SEVERABILITY

         Should any provisions of this Agreement, or the application thereof, to
         any extent be held invalid or unenforceable, the remainder of this
         Agreement and the application thereof other than such invalid or
         unenforceable provisions shall not be affected thereby and shall
         continue valid and enforceable to the fullest extent permitted by law
         or equity.

23.      GOVERNING LAW

         For the purposes under this Agreement, the parties agree and admit that
         jurisdiction and venue are proper in a federal district court in
         Chicago, Illinois. This Agreement shall for all purposes be governed
         and interpreted in accordance with the laws of the State of Illinois,
         except for its conflict of laws provisions.

24.      ARBITRATION

         a.       In the event of any dispute concerning this Agreement,
                  including its interpretation, performance, breach or
                  termination, the procedures of this Paragraph 24 shall apply;
                  provided, however, that either party shall have the
                  unrestricted right at any time to seek a court injunction
                  prohibiting the other party from making unauthorized
                  disclosure or use of confidential information as provided for
                  in Paragraph 13 or unauthorized use of SurModics Licensed
                  Technology.

         b.       Both parties will use good faith and reasonable efforts to
                  resolve any dispute informally and as soon as practical. If
                  any such dispute is not resolved informally within a
                  reasonable period, then the Chief Executive Officers or those
                  having equivalent/corresponding rank of the parties will meet
                  at a mutually agreeable time and place to attempt to resolve
                  the dispute.

         c.       If the parties are unable to resolve a dispute as provided
                  immediately above, either party may submit the dispute for
                  resolution by mandatory, binding arbitration. Said arbitration
                  shall take place in Newark, New Jersey, if requested by
                  SurModics and in Minneapolis, Minnesota, if requested by
                  Cordis, and shall take place under the auspices of the
                  American Arbitration Association under its Commercial
                  Arbitration Rules. Each party shall select one independent,
                  qualified arbitrator and the two arbitrators so selected shall
                  then select a third arbitrator in accordance with the
                  Commercial Rules. Each party reserves the right to object to
                  any individual arbitrator (no matter by whom chosen) who has
                  been employed by or affiliated with a competing organization.

         d.       The arbitrators, who shall act by majority vote, shall be
                  empowered to decree any and all relief of an equitable nature,
                  including but not limited to temporary restraining orders,
                  temporary injunctions, and/or permanent injunctions and shall
                  also be able to award damages, with or without an accounting
                  of costs. Judgment


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                  on the award rendered by the arbitrator(s) may be entered into
                  any court having jurisdiction thereof. Each party shall bear
                  its own costs and divide other reasonable arbitrator costs
                  equally. Both parties waive any right to any punitive damages.

25.      ENTIRE AGREEMENT

         This Agreement, together with other written agreements executed
         contemporaneously herewith, constitutes the entire agreement between
         the parties with respect to the licenses granted herein, and no party
         shall be liable or bound to the other in any manner by any warranties,
         representations or guarantees except as specifically set forth herein.
         This Agreement shall not be altered or otherwise amended except by an
         instrument in writing signed by both parties.

26.      PUBLICITY

         Neither Cordis or SurModics will originate any news release,
         promotional material or press statements concerning the existence of
         this Agreement or the terms herein without the prior written consent of
         the other party (excepting as required by law and in that case with
         adequate prior notice to the other party seeking consent and comments).

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

SURMODICS, INC.                                      CORDIS CORPORATION


By ________________________                          By _______________________
   Its ____________________                             Its ___________________




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                             Schedule of Attachments

Attachment A -- Patent Rights
Attachment B -- Exclusive Products
Attachment C -- Non-Exclusive Products
Attachment D -- SurModics Licensed Technology
Attachment E -- Earned Royalties
Attachment F -- Minimum Royalties




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                                  ATTACHMENT A



                                  PATENT RIGHTS



1.       United States Patent No. 6,214,901 B1 to Chudzik et al, issued
April 10, 2001, titled BIOACTIVE AGENT RELEASE COATING

2.       United States Patent No. 6,344,035 B1 to Chudzik et al, issued
February 5, 2002, titled BIOACTIVE AGENT RELEASE COATING

3.       United States Patent Application Ser. No. **

4.       United States Patent Application Ser. No. **

5.       United States Patent Application Ser. No. **

6.       United States Patent Application Ser. No. **

7.       United States Patent Application Ser. No. **

8.       United States Patent Application Ser. No. **



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                                  ATTACHMENT B




                               EXCLUSIVE PRODUCTS


1.       **.



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                                  ATTACHMENT C



                             NON-EXCLUSIVE PRODUCTS


1.       **.



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                                  ATTACHMENT D



                          SURMODICS LICENSED TECHNOLOGY




1.       All Patent Rights of Attachment A.

2.       All of the following:


RELATED TO **

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RELATED TO **

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RELATED TO **

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RELATED TO **

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RELATED TO **

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                                  ATTACHMENT E



                                 EARNED ROYALTY


1.       ** percent (**%) of Net Sales  for each unit of Licensed Products sold.

2.       In addition to the amount computed pursuant to Paragraph 1, Cordis will
pay the following amounts:

         a.       **.

         b.       **.

         c.       **.





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                                  ATTACHMENT F



                                MINIMUM ROYALTIES



For each calendar quarter beginning on the Adjusted License Agreement Effective
Date, Minimum Royalties will **.

**.





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