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                                                                   EXHIBIT 10.12

                            REAGENT SUPPLY AGREEMENT


         THIS AGREEMENT (the "Reagent Supply Agreement") is made as of the 1st
day of January, 2003 Agreement Effective Date") by and between SurModics, Inc.,
a corporation under the laws of the State of Minnesota ("Supplier") and Cordis
Corporation, a corporation under the laws of the State of Florida ("Customer").

RECITALS:

         A. Supplier and Customer are parties to a certain Adjusted License
Agreement ("Adjusted License Agreement"), dated January 1, 2003.

         B. Supplier has previous sold to Customer commercial quantities of a
product described on Attachment A hereto ("Reagent") which has been tested and
determined by Customer to meet the standards described on Attachment B hereto
("Reagent Specifications"), Reagent meeting the Reagent Specifications
hereinafter referred to as the "Conforming Reagent."

         C. Customer desires Supplier to sell to it Conforming Reagent and
Supplier is willing to do so upon the terms and conditions hereinafter set
forth.

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

         1. Reagent to be Purchased. Customer agrees to purchase and pay for
whatever amount of Conforming Reagent (and only Conforming Reagent) is delivered
by Supplier up to the greater of the amount Customer orders and the "Aggregate
Amount" as computed from time-to-time. The Aggregate Amount shall equal the sum
of: (i) the amount described on Attachment C for each month (the "Monthly Target
Production"); plus (ii) a reserve amount (the "Reserve Amount") which shall (at
any time) equal **. Customer may prospectively amend the Monthly Target
Production effective as of the first day of the fourth month following the
giving of written notice of such change by Customer, which notice is duly
executed by an authorized officer of Customer; provided, however, that Customer
may not by such amendments increase the Monthly Target Production by more than
**. Customer may request to purchase more than the Aggregate Amount as exists
from time-to-time, and Supplier will make a reasonable business effort to comply
with such request.

         2. Price; Payment. The purchase price of Conforming Reagent shall be as
determined on Attachment C-2 hereof. The purchase price shall be paid in full
within forty-five (45) days after delivery **. Delivery shall be made when
Reagent is shipped F.O.B. Supplier's ** Minnesota facility addressed as Customer
shall direct from time-to-time and shipped at Customer's expense via whatever
common carrier Customer may



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direct from time-to-time. Title and risk of loss shall pass to Customer upon
delivery to such common carrier.

         3.       Conforming Reagent. The parties acknowledge that Customer will
be utilizing the Reagent in a medical product, and that Customer will be
responsible to the purchasers and users of such medical products for the safety
and efficacy of the Reagent in such medical products. While it is the intent
that Supplier will provide Reagent which meets the Reagent Specifications (and
Supplier represents it will exercise reasonable commercial efforts to do so), it
is acknowledged that Supplier does not so warrant and that Customer will itself
inspect all Reagent delivered to it and make an independent and thorough
determination as to whether the Reagent meets the Reagent Specifications.
Customer agrees that it will reject any Reagent which does not meet the Reagent
Specifications. The parties agree to the following protocol as respects
Customer's acceptance of Reagent delivered to it:

         a.       Customer agrees to exercise ** to determine whether Reagent is
                  Conforming Reagent within thirty 30 days of delivery. If
                  Customer has not given written notice that a particular
                  shipment of Reagent is not Conforming Reagent within 45 days
                  of delivery thereof, such Reagent shall be deemed to be
                  Conforming Reagent for all purposes of this Reagent Supply
                  Agreement.

         b.       If Customer determines a quantity of Reagent is not Conforming
                  Reagent, it shall immediately notify Supplier in writing of
                  its determination and the particularities of non-conformance
                  with the Reagent Specifications, and promptly, at Supplier's
                  request, return the subject Reagent, which return shall be
                  made F.O.B. the site to which Supplier shipped such Reagent,
                  and which return shall be shipped via the same common carrier
                  by which the subject Reagent was shipped to Customer.

         c.       Customer and Supplier acknowledge that the production of
                  Conforming Reagent is important to their respective
                  businesses. Therefore, within thirty (30) calendar days after
                  the issuance of a notice that Reagent does not conform to the
                  Reagent Specifications, Customer agrees to have present at
                  Supplier's production site (or at another location mutually
                  agreed upon by the parties) at least two agents of Customer,
                  skilled in the subject matter, to consult with Supplier's
                  personnel with a view to promptly resolving the
                  non-conformance. Given the importance to each party of
                  producing Conforming Reagent, each party agrees to provide at
                  its expense two full-time equivalent personnel at Supplier's
                  site, dedicated solely to the remedy of any alleged
                  non-conformance until both parties agree that such dedicated
                  personnel are no longer required.

         d.       If Supplier disagrees with Customer's determination of
                  non-conformance with respect to any Reagent, and if the
                  personnel described in the preceding subparagraph cannot
                  resolve the matter within sixty (60) days of the issuance of
                  the notice referenced in the preceding subparagraph (c), the
                  parties agree to immediately submit the matter to mandatory,
                  binding arbitration according to the


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                  rules set forth in the Adjusted License Agreement between the
                  parties, executed concurrently herewith.

         e.       [intentionally omitted]

         4.       Customer's Right to Produce Reagent. The parties acknowledge
that Customer's obligations in the marketplace require that Customer assure to
its own satisfaction a supply of Conforming Reagent (or an acceptable
alternative) for the purpose of application thereof to Licensed Products (as
defined in the Adjusted License Agreement). The parties acknowledge that
production of Reagent by Supplier involves proprietary information of Supplier,
which Supplier is not required to provide to Customer hereunder or under the
Adjusted License Agreement **.

         a.       **.

         b.       **.

         c.       **.




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         5.       Disclaimer of Warranties; Indemnification. SUPPLIER HEREBY
DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE REAGENT (OR
OTHER PRODUCTS OR SERVICES SOLD HEREUNDER), MERCHANTABILITY, NON-INFRINGEMENT,
AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION WARRANTIES
ARISING FROM COURSE OF DEALING AND USAGE OF TRADE. SUPPLIER SHALL NOT BE LIABLE
FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXTRAORDINARY OR PUNITIVE DAMAGES OF ANY
DESCRIPTION, WHETHER FOR DAMAGE TO REPUTATION OR GOODWILL, LOST PROFITS, CLAIMS
OF THIRD PARTIES OR OTHERWISE, RESULTING FROM ANY CAUSE WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, PRODUCT RECALL) WHETHER SUCH ASSERTED DAMAGE PURPORTS TO BE
BASED ON WARRANTY OR GUARANTY, INDEMNITY OR OTHER CONTRACT, CONTRIBUTION,
NEGLIGENCE, OTHER TORT OR OTHERWISE.

         a.       Subject to the provisions of Paragraph 3 above, Customer
                  acknowledges that it is purchasing the Reagent from Supplier
                  strictly on an "AS IS" basis without any warranties or
                  representations (expressed or implied) of any sort, type or
                  kind whatsoever.

         b.       Customer agrees to indemnify, defend and hold harmless
                  Supplier (and its officers, directors, employees and agents)
                  from and against any and all losses, costs, expenses
                  (including all attorneys' fees), damages, liabilities, claims,
                  suits, cause of action and judgments in any manner incurred,
                  sustained or asserted against Supplier arising out of or in
                  any way directly or indirectly related to the Reagent or its
                  use. The indemnity set forth in the preceding sentence shall
                  not apply with respect to any particular Reagent which at the
                  time of shipment


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                  Supplier had current conscious awareness that Reagent was not
                  Conforming Reagent and with respect to which Supplier did not
                  so notify Customer in writing.

         5A.      Storage of Critical Documentation. Supplier shall arrange for
storage at a location at least ten (10) miles distant from its own manufacturing
facilities, and approved by Customer, copies of all documentation, design
documentation, and manufacturing documentation necessary to permit Supplier to
manufacture Reagent at a separate facility in the event that its existing
facilities and/or documentation are destroyed or rendered inoperable for any
reason and shall update such documentation at least annually. Such documentation
shall be generated and maintained in a medium and process acceptable to
Customer.

         6.       Miscellaneous.

         a.       This Reagent Supply Agreement is made in and shall be
                  interpreted and enforced in accordance with the laws of the
                  State of Illinois.

         b.       This Reagent Supply Agreement may be executed in several
                  counterparts and shall be effective when there are attached
                  together execution pages containing the signatures of each of
                  the parties hereto, each of which counterparts shall be deemed
                  to be an original, but all of which shall constitute one and
                  the same instrument.

         c.       This Reagent Supply Agreement and the documents executed
                  contemporaneously herewith contain the full agreement of the
                  parties respecting the subject matter and may not be modified,
                  altered or changed in any way except by written agreement
                  executed by both parties. There shall be no merger relating to
                  this Reagent Supply Agreement, and it shall remain fully
                  enforceable in accordance with its terms, not withstanding the
                  occurrence of any other events.

         cc.      This Reagent Supply Agreement may not be terminated except by
                  joint written agreement of the parties.

         d.       This Reagent Supply Agreement shall be binding upon and inure
                  to the benefit of the respective successors, assigns and legal
                  representatives of the parties hereto.

         e.       If any amount owing Supplier herein is not paid when due, each
                  unpaid amount shall bear interest after its due date (which in
                  the case of Reagent is forty-five (45) days after delivery) at
                  the rate of three percent (3%) above the so-called Reference
                  Rate then applicable as quoted by U.S. Bank, National
                  Association (or if lower, the maximum allowable pursuant to
                  applicable usury laws) and, in any action to collect amounts
                  owing, Supplier shall be entitled to recover all of its costs
                  and expenses incurred, including attorneys' fees. Customer
                  agrees to pay any amounts owing hereunder without asserting
                  any defense, counterclaim, off-set or credit (excepting only
                  the amounts of a claim which has been reduced to final
                  judgment).



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         f.       If any one or more of the provisions or portions of this
                  Reagent Supply Agreement is determined to be illegal or
                  unenforceable, the remainder of this Reagent Supply Agreement
                  shall not be affected thereby and shall remain and continue to
                  be valid and effective.

         g.       [Intentionally omitted.]

         h.       Notices or communications by either party to the other shall
                  be deemed given when either personally served or three days
                  after deposited in the United States Mail, first class and
                  certified mail, postage pre-paid, to each party at the
                  following addresses:

                  If to Supplier:                     If to Customer:

                  SurModics, Inc.                     Cordis Corporation
                  9924 West 74th Street               14201 NW 60th Avenue
                  Eden Prairie, MN  55344             Miami Lakes, FL  33014
                  Attention:  President               Attention: President

                                                      With a Copy to:

                                                      Johnson & Johnson
                                                      Office of General Counsel
                                                      1 Johnson & Johnson Plaza
                                                      New Brunswick, NJ  08933

                                                      And With a Copy to:

                                                      Vice President, Operations
                                                      Cordis Corporation
                                                      14201 NW 60th Avenue
                                                      Miami Lakes, FL  33014


                  Either party may change the address to which such notices or
                  communications will prospectively be sent, by notice given in
                  the fashion determined above.

         i.       The relationship between the parties is that of independent
                  contractors, and neither party is authorized to act as an
                  agent for the other party as to any matter.

         j.       No waiver of either party's obligation to perform its duties
                  under this Reagent Supply Agreement shall be valid unless in
                  writing and signed by the waiving party.

         k.       This Reagent Supply Agreement shall be interpreted without
                  regard to any presumption or rule requiring construction
                  against the party drafting this Reagent Supply Agreement.



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         l.       The rights and remedies set forth herein are cumulative and
                  shall be in addition to any and all other rights, powers and
                  remedies available under law or in equity. The exercise of any
                  right to remedy hereunder or under applicable law shall not in
                  any way constitute a cure or prejudice either party and the
                  exercise of any other rights available hereunder or under
                  applicable law.

         m.       Attached hereto as Attachment E are Approved Supplier
                  Requirements which Customer desires Supplier to implement.
                  Supplier acknowledges that if Supplier does not implement the
                  Approved Supplier Requirements to a degree satisfactory
                  to Customer, that Customer may choose to purchase less Reagent
                  from Supplier than Customer might otherwise purchase.

         n.       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 hereto have caused this Reagent Supply
Agreement to be executed as of the date heretofore written.

SURMODICS, INC.                                CORDIS CORPORATION


By                                             By
  ------------------------------                 ------------------------------
 Its                                            Its
    ----------------------------                   ----------------------------


                             SCHEDULE OF ATTACHMENTS

A.       Description of Reagent
B.       Reagent Specifications
C.       Monthly Target Production
C-2.     Reagent Pricing
D.       **
E.       Approved Supplier Requirements




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                                  ATTACHMENT A


                             DESCRIPTION OF REAGENT



         Reagent shall mean the materials of the same type and nature provided
by Supplier to Customer during the months of October and November, 2002, being
the compounds referred to as CPO1 and CPO2, and sometimes together known as
PEVA/PBMA.



































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                                  ATTACHMENT B


                             REAGENT SPECIFICATIONS



         Reagent Specifications shall mean the specifications pursuant to which
Customer accepted Reagent provided by Supplier during the months of October and
November, 2002, except as the parties may otherwise hereinafter agree by written
document executed by authorized personnel of each of Supplier and Customer. Such
Specifications in effect for the Reagent Supply during October and November,
2002 are described as follows:

         1.  **.

         2.  **.


























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                                  ATTACHMENT C



                                       **
                                TARGET PRODUCTION
                                  IN KILOGRAMS

                       ** TARGET PRODUCTION (IN KILOGRAMS)

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**.





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                                 ATTACHMENT C-2
                                 REAGENT PRICING




The purchase price of Conforming Reagent shall be as follows in respect of
amounts of Conforming Reagent delivered during each such calendar years **:

<TABLE>

               <S>                         <C>
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**.






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                                  ATTACHMENT D


**.








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                                  ATTACHMENT E


                         APPROVED SUPPLIER REQUIREMENTS

The following requirements must be achieved and maintained as part of the
Supplier Quality approval process for SurModics to become and remain an Approved
Supplier for Reagents

QUALITY SYSTEM REQUIREMENTS

Assessment: Cordis will perform a Quality System Audit of SurModics' quality
systems to determine that the requirements of this Exhibit have been satisfied.
Once the Cordis auditor has performed the audit with satisfactory results, he
shall notify SurModics in writing that the supplier approval process is
complete. Minor deficiencies or non-conformances identified during these audits
that are not indicative of a lack of control will not preclude SurModics from
supplier approval. However, such observations will be brought to the attention
of SurModics and Cordis and SurModics will identify actions that shall be taken
to correct these items and agree upon a time schedule in which these actions
shall be implemented.

1.       SurModics shall attain a general state of compliance with the FDA and
         international medical device and if applicable, pharmaceutical
         requirements.

2.       SurModics shall have, or shall develop, quality systems which comply
         with current GMP QSR (CFR 820), ISO9000 and EN46001, as determined by
         Cordis and or FDA or EC Notified Body assessment. However, the
         development of appropriate quality systems shall occur in a timely
         fashion so as to permit commercialization of Reagents as soon as other
         factors permit.

3.       Written requirements, including but not limited to specifications,
         drawings, test methods and procedures, shall be utilized by SurModics
         for all Reagents manufactured for Cordis. All requirements shall be
         mutually agreed upon by SurModics and Cordis.


4.       SurModics shall not make any changes to components, processes, systems
         (e.g. quality, measurement, testing) or suppliers used to produce, test
         and or release Reagents manufactured for Cordis without prior written
         approval from Cordis Quality Assurance management.

5.       SurModics shall establish and implement a system that ensures Device
         History Records (DHR) for each batch, lot, or unit are created to
         demonstrate that the Reagent is manufactured in accordance with the
         written processes, methods and procedures of SurModics' quality system,
         including material/reagent specifications.

         a.       DHR's shall contain adequate information to provide
                  traceability of all components and manufacturing aids (if any)
                  used in the manufacture of a finished Reagent.



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         b.       DHR's shall contain adequate information to identify the
                  processing methods and personnel involved in the manufacture
                  of a finished Reagent.

         c.       DHR's shall contain adequate information to demonstrate that
                  the manufactured Reagent was evaluated (tested and/or
                  inspected) and found to meet the Reagent Specification.

6.       SurModics shall establish written specifications for purchased
         materials and components and shall implement a system to ensure that
         the materials and components supplied meet these specifications.

7.       SurModics shall obtain written agreements with suitable suppliers for
         all components, materials and services used in the manufacture of
         Reagents and that no changes in the goods or services supplied shall be
         made without adequate notification to SurModics.


8.       SurModics shall have a system for assisting Cordis with handling
         customer complaints. In the event SurModics receives a complaint in the
         form of a written Claim or a corrective action request:

         a.       All complaints involving Reagents supplied to Cordis will be
                  initially reported to Cordis customer service. SurModics will
                  be promptly informed if the complaint involves a product
                  supplied by SurModics, and within seven (7) calendar days,
                  provide a written preliminary investigation report to Cordis
                  Quality Assurance. This preliminary report will include an
                  initial assessment of device reporting under MDR or Vigilance
                  reporting requirements.

         b.       SurModics shall cooperate fully and promptly in the
                  investigation of complaints involving supplied Reagents. All
                  complaints should be investigated and a written response
                  provided to Cordis Quality Assurance within thirty (30) days
                  of receipt. All correspondence with the complainant will be
                  handled by Cordis, unless other arrangements are made by
                  SurModics with Cordis on a case-by-case basis.

         c.       Cordis will be responsible for filing any device report under
                  MDR or Vigilance reporting requirements.


9.       If either party reasonably believes a problem exists that affects the
         safety, efficacy or reliability of the Reagents, the problem and all
         known facts shall be brought to the attention of both company's Quality
         Assurance management as soon as possible, but within 48 hours of the
         identification of the problem. In the event that a field action is
         contemplated, Cordis and SurModics shall work together to determine
         whether a field action should take place; however, the final decision
         to implement a field action shall be made by the Cordis Quality
         Management. Cordis shall be responsible for implementing


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         any field action, including informing customers and defining the
         logistics of the field action. SurModics shall cooperate fully in the
         implementation of any field action.

10.      SurModics shall establish a document retention procedure to ensure that
         all documents required to meet the quality requirements herein set
         forth. Such documents shall be retained for a minimum of five (5) years
         from the date of Reagent Manufacture.


                                             ** CONFIDENTIAL TREATMENT REQUESTED