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                                  EXHIBIT 10.27

                               THIRD AMENDMENT TO
                    SUPPLY AND DISTRIBUTION RIGHTS AGREEMENT

         THIS THIRD AMENDMENT (the "Third Amendment") is made as of November 6,
2001, by and between Ethicon, Inc. ("Ethicon") and Closure Medical Corporation
("Closure Medical"), formerly known as Tri-Point Medical Corporation.

                                   BACKGROUND
                                   ----------

         WHEREAS, Ethicon and Closure Medical have entered into that certain
Supply and Distribution Rights Agreement, dated as of March 21, 1996, as amended
by the First Amendment, dated as of September 15, 1998, and the Second
Amendment, dated as of September 30, 1998 (collectively referred to herein as,
the "Agreement").

         WHEREAS, Ethicon and Closure Medical have agreed to amend the Agreement
as set forth herein to provide certain additional terms and conditions under
which a Surgical Dressing Product and a Wound Dressing Product will be supplied
to Ethicon.

                                      TERMS
                                      -----

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the parties hereby agree as follows:

1.       All capitalized terms not defined herein shall have the definitions
         given to them in the Agreement.

2.       All references to "Tri-Point Medical Corporation" shall be deleted and
         replaced with "Closure Medical Corporation," and all references to
         "Tri-Point" shall be deleted and replaced with "Closure Medical."

3.       Except as otherwise set forth herein, each of the Surgical Dressing
         Product and Wound Dressing Product shall be treated as Product for the
         purposes of the Agreement and this Amendment.

4.       Article I(Q) of the Agreement shall be amended by adding to the end
         thereof the following sentence:

         "Notwithstanding the foregoing, for the Wound Dressing Product only,
         the Field shall include formulations of cyanoacrylates for the **;
         provided, however, that in the event either (A) ** or (B) **, the
         Field, for the Wound Dressing Product only, will not include
         formulations of cyanoacrylates for the **."

5.       Article I(W) of the Agreement shall be amended by adding to the end
         thereof the following:

         "The Invoice Price for the Surgical Dressing Product shall initially be
         a price to be agreed to by the parties ** (the "Surgical Dressing
         Product Invoice Price"), **. The invoice price for the Wound Dressing
         Product shall initially be $**. The Invoice Price for the Surgical
         Dressing Product and Wound Dressing Product may be **"

6.       New Article I(AS1) shall be added to read in its entirety as follows:

         '"Surgical Dressing Product" shall mean a **.'

7.       New Article I(AX) shall be added to read in its entirety as follows:

         '"Wound Dressing Product" shall mean a **.'

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8.       Article III(G) of the Agreement shall be amended by adding a new
         Section 3 after Section 2 thereof:

         "3. In consideration of Closure Medical extending Ethicon's rights
         under this Agreement by entering into the Third Amendment and of
         Closure Medical reaching certain milestones relating to the Wound
         Dressing Product, Ethicon shall pay to Closure Medical the following
         payments:

                      a.     the sum of **;

                      b.     the sum of **;

                      c.     the sum of **; and

                      d.     the sum of **"

9.       Closure Medical hereby acknowledges, as of the date of the Third
         Amendment, that the payment obligations of Ethicon under Article
         III(G)(1) and Article III(G)(2) and under Article III(H)(1) have been
         satisfied in full.

10.      New Article III(M) shall be added to read in its entirety as follows:

         "Reversion of Rights. Ethicon shall have the right and option,
          -------------------
         exercisable in Ethicon's sole discretion by delivering notice to
         Closure Medical at any time prior to ** of the Wound Dressing Product.
         If Ethicon ** the Wound Dressing Product, then as of the date of such
         written notice by Ethicon, (i) ** and (ii) **."

11.      Article IV(B)(1) of the Agreement shall be amended by adding to the end
         thereof the following:

         "The Purchase Price for each unit of Surgical Dressing Product
         purchased from Closure Medical shall be ** for the Surgical Dressing
         Product; provided, however, that in no event shall the Purchase Price
         for the Surgical Dressing Product **. The Purchase Price for each unit
         of Wound Dressing Product purchased from Closure Medical shall be **
         for the Wound Dressing Product; provided, however, that in no event
         shall the Purchase Price for the Wound Dressing Product **."

12.      Article IV(B)(3) of the Agreement shall be amended by adding to the end
         thereof the following:

         "Notwithstanding the minimum purchase price for the Surgical Dressing
         Product or Wound Dressing Product set out in Paragraph B.1. above, in
         the event that for ** of such Surgical Dressing Product or Wound
         Dressing Product, as the case may be, by Ethicon in either the U.S. or
         the E.C., the minimum purchase price for such Surgical Dressing Product
         or Wound Dressing Product is ** Surgical Dressing Product or Wound
         Dressing Product as calculated in Paragraph B.2 of Article IV over such
         quarter (the "Dressing Product Measurement Quarter"), then the minimum
         purchase price for such Surgical Dressing Product or Wound Dressing
         Product purchased by Ethicon ** of such Surgical Dressing Product or
         Wound Dressing Product during the Dressing Product Measurement
         Quarter."

13.      Article IV(C)(2) of the Agreement shall be deleted in its entirety and
         replaced with the following:

         "2. In the event Ethicon does not meet, with respect to purchases of
         Wound Dressing Product or purchases of Product, as the case may be, the
         applicable annual purchase minimums set out on Exhibit B for **, as the
         case may be, in the U.S. or E.C. (it being understood that if no
         commercial sales have commenced in either the U.S. or E.C. after
         Regulatory Approval, then the first year shall be deemed to ** Closure
         Medical notifies Ethicon of such Regulatory Approval), then Closure
         Medical's sole and exclusive remedy shall be (A) **, and (B) **;
         provided, however, **. It is understood that any such failure to meet
         the annual purchase minimums of Product or Wound Dressing Product, as
         the case may be, **. For purposes of clarity, the parties acknowledge
         and agree that the **."

14.      Article V(E) of the Agreement shall be amended by adding to the end
         thereof the following sentence:

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         "In addition, Closure Medical agrees to **, as the case may be."

15.      Article VI(H) shall be amended by deleting the first two address blocks
         and replacing them with the following:

         "if to Closure Medical to:

         Closure Medical Corporation
         5250 Greens Dairy Road
         Raleigh, North Carolina 27616
         Attention:  President
         Fax:  (919) 877-7874

         with a copy to:
         Morgan, Lewis & Bockius LLP
         1701 Market Street
         Philadelphia, Pennsylvania 19103
         Attention:  Manya S. Deehr, Esq.
         Fax:  (215) 963-5299"

16.      The specifications for the Surgical Dressing Product and the Wound
         Dressing Product are attached hereto as Exhibits I and II,
         respectively, as supplemented or amended by mutual agreement of the
         parties from time to time.

17.      Exhibit B of the Agreement shall be deleted and replaced by the new
         Exhibit B attached hereto, as supplemented or amended by mutual
         agreement of the parties from time to time.

18.      Closure Medical represents and warrants to Ethicon that the
         representations and warranties made in (IV)(J)(1) subsections (d), (e)
         and (f) for the Product are true and accurate as of the date of this
         Third Amendment for the Wound Dressing Product and the Surgical
         Dressing Product, and that the representations and warranties in
         (IV)(J)(1)(g) and (h), as if such related to the entering into of the
         Third Amendment by Closure Medical, are true and accurate. Ethicon
         represents that the representations and warranties in (IV)(J)(2), as if
         such related to the entering into of the Third Amendment by Ethicon,
         are true and accurate.

19.      Except as set forth herein, all terms, provisions and conditions of the
         Agreement shall remain in full force and effect including, without
         limitation, the restrictions on public disclosure contained in Article
         (V)(A)(3) of the Agreement. Moreover, in the event disclosure of this
         Third Amendment is required by applicable law, the party required to
         make disclosure will, to the extent permitted, redact the pricing
         information and payment terms contained herein.

20.      This Third Amendment shall be governed by and construed in accordance
         with the laws of the State of New Jersey without regard to conflicts of
         law rules or principles.

21.      This Third Amendment may be executed and delivered in any number of
         separate counterparts, each of which shall be deemed an original and
         all of which taken together shall constitute one and the same original
         agreement.

            [The remainder of this page is intentionally left blank.]

                                       3

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         IN WITNESS WHEREOF, the parties have caused this Third Amendment to be
         executed by their duly authorized officers as of the date first set
         forth above.


                                       ETHICON, INC.


                                       By: /s/ HOWARD I. ZAUBERMAN
                                           -------------------------------------
                                           Name:  Howard I. Zauberman
                                           Title: Vice President, New Business
                                                   Development


                                       CLOSURE MEDICAL CORPORATION

                                       By: /s/ ROBERT V. TONI
                                           -------------------------------------
                                           Name:  Robert V. Toni
                                           Title: President and CEO

                                       4

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                                    EXHIBIT B
                                    ---------

                      Annual Purchase Minimums for Product
                      ------------------------------------
                                   (in units)

                             [INFORMATION REDACTED]


               Annual Purchase Minimums for Wound Dressing Product
               ---------------------------------------------------
                                   (in units)

                             [INFORMATION REDACTED]