Exhibit
10.27

EMPLOYMENT AGREEMENT 

     This
EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of July 31, 2007, by
and between SurModics, Inc., a Delaware corporation (the “Company”), and Arthur
J. Tipton, Ph.D. (“Executive”).


BACKGROUND 

     A. Executive
currently serves as President and Chief Executive Officer of Brookwood
Pharmaceuticals, Inc. a Delaware corporation (“Brookwood”). 

     B. The
Company, Brookwood and others have entered into a Stock Purchase Agreement,
dated as of the date hereof, under which Brookwood became a wholly-owned
subsidiary of the Company (the “Purchase Agreement”). The date on which such
transaction closes shall be the “Effective Date” for purposes of this
Agreement.

     C. The
Company and Executive desire that Executive be employed by the Company, under
the terms of this Agreement. 

     D. It is
desirable and in the best interests of the Company to protect confidential,
proprietary, and trade secret information of the Company, to prevent unfair
competition by former executives of the Company following separation of their
employment with the Company, and to secure cooperation from former executives
with respect to matters related to their employment with the Company.


AGREEMENT 

     In
consideration of the foregoing premises and the respective agreements of the
Company and Executive set forth below, the parties, intending to be legally
bound, agree as follows: 

     1.
EMPLOYMENT. Executive’s employment
under this Agreement shall commence on the Effective Date and shall continue in
effect for three (3) years, unless earlier terminated in accordance with Section
5 of this Agreement (the “Term”). Following expiration of the Term, if Executive
then remains employed by the Company such continued employment shall be on such
terms and conditions as may be established from time to time by the
Company.

     2. POSITION AND DUTIES. During Executive’s employment under this Agreement,
Executive will have the following position,
duties, and responsibilities: 

     (a) Position with the
Company. Executive will serve as Vice
President of the Company and President of Brookwood, and will perform such
duties and responsibilities of an executive nature or a similar nature as the
Company may reasonably assign to him from time to time. 

	
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     (b) Performance of Duties
and Responsibilities. Executive will serve
the Company faithfully using his reasonable best efforts and will devote
Executive’s full working time, attention, and efforts to the business of the
Company. Executive will follow applicable policies and procedures adopted by the
Company from time to time. Executive will not engage in other employment or
other material business activity, except as approved in writing by the Company.
Executive hereby represents and confirms that Executive is under no contractual
or legal commitments that would prevent him from fulfilling Executive’s duties
and responsibilities as set forth in this Agreement. Notwithstanding the
foregoing, it shall not be a violation of this Section 2 for Executive to (i)
serve on civic or charitable boards or committees, (ii) deliver lectures or
fulfill speaking engagements (provided that such activities do not relate to the
business or operations of the Company, in which case any such activities by
Executive must be consistent with Company policies and practices with respect to
lectures and/or public communications), (iii) with the prior written consent of
the Company, which shall not be unreasonably withheld, serve on boards or
committees of for-profit entities that do not compete with the Company, or (iv)
manage personal investments, in each case so long as such activities do not
materially interfere with the performance of Executive’s responsibilities and
duties hereunder and are not inconsistent with Executive’s obligations under
this Agreement, any exhibits hereto, or any other written agreement that may be
entered into by the Company and Executive. 

     3. COMPENSATION. During Executive’s employment under this Agreement,
Executive will be provided with the following
compensation and benefits: 

     (a) Base Salary. The Company will pay to
Executive for services provided hereunder a base salary at an annualized rate of
$275,000.00, which base salary will be paid in accordance with the Company’s
normal payroll policies and procedures, but in any event not less frequently
than monthly. The Company’s board of directors or authorized committee of the
board (the “Board”) will review Executive’s performance on an annual basis and
determine any adjustments to Executive’s base salary in its sole discretion;
provided, however, that no pay adjustment shall occur before October 1,
2008.

     (b) Bonus. For fiscal year 2007, Executive
shall continue to participate in the Brookwood bonus program based on
performance through December 31, 2007. Thereafter, commencing January 1, 2008, Executive shall be entitled to
participate in the Company’s Incentive Compensation Program, or such replacement
program as in effect from time to time for senior managers of the Company of
comparable position and status (any such program a “Company Incentive Program”),
based upon achievement of objectives established by the Company and/or the
Board. For fiscal year 2008, Executive’s
participation in the Company’s Incentive Compensation Program shall be pro-rated
based on his participation in the program during the period from January 1, 2008
through September 30, 2008. Executive must be employed by the Company on the
date of payment of any bonus award in order to be eligible for any such award.


	
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     (c) Initial Equity Grant. Within 90 days
after commencement of Executive’s employment with the Company, the Company will
grant to Executive equity awards with an aggregate value, as determined by the
Board in accordance with Section 7.8(a) of the Purchase Agreement, equal to
$900,000, 70% in the form of restricted stock and 30% in the form of performance
shares under the Company’s Performance Share Award Program. The awards shall be
pursuant to the Company’s 2003 Equity Incentive Plan and definitive restricted
stock and/or performance share agreements to be entered into between the Company
and Executive.

     (d) Other Equity. Executive shall be
entitled to participate in the Company’s Performance Share Award Program as in
effect from time to time for officers of the Company of comparable position and
status, upon such terms and conditions established by the Board (the “PSA
Program”).

     (e) Employee Benefits. Executive will be
entitled to participate in all employee benefit plans and programs (including
without limitation vacation time off) generally available to executive employees
of the Company to the extent that Executive meets the eligibility requirements
for each individual plan or program. Executive’s participation in any plan or
program will be subject to the provisions, rules, and regulations of, or
applicable to, the plan or program. The Company provides no assurance as to the
adoption or continuation of any particular employee benefit plan or program.
With respect to any employee benefit plans or programs of the Company that base
the availability, amount or duration of benefits on time of service, the Company
shall grant to Executive credit for the period of time he was employed by
Brookwood and SRI prior to the Effective Date. 

     (f) Expenses. The Company will promptly
reimburse Executive for all reasonable and necessary out-of-pocket business,
travel, and entertainment expenses incurred by Executive in the performance of
Executive’s duties and responsibilities to the Company, subject to the Company’s
normal policies and procedures for expense verification and documentation.


     4. RELATED AGREEMENTS. 

     (a) Confidential
Information/Restrictive Covenants. In
consideration for Executive’s employment hereunder, the compensation and
benefits to be provided hereunder and otherwise in connection with Executive’s
employment with the Company, Executive agrees to execute a Non-Competition,
Invention, and Non-Disclosure Agreement in the form attached as Exhibit A hereto.


     (b) Change of
Control. In recognition of Executive’s key
position with the Company, the uncertainty that can be created for executives in
the event of a change of control and the Company’s desire to retain Executive’s
full attention and commitment to the Company in the event of any potential
change of control of the Company, the Company and Executive agree to execute a
Change of Control Agreement in the form attached as Exhibit B hereto. 

	
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     5. TERMINATION OF EMPLOYMENT.

     (a) The Executive’s employment with the Company under this
Agreement will terminate upon: 

     (i) expiration of the Term;


     (ii) the Company providing written
notice to Executive of the termination of Executive’s employment, effective as
of the date stated in such notice; 

     (iii) the Company’s receipt of
Executive’s written resignation from the Company, effective as of the date
indicated in such resignation or at such earlier date as the Company in its sole
discretion shall determine; 

     (iv) Executive’s Disability; or


     (v) Executive’s death. 

     (b) The date upon which Executive’s termination of employment
with the Company is effective is the “Termination Date.” 

     6. PAYMENTS UPON TERMINATION OF
EMPLOYMENT. 

     (a) Termination Without
Cause or For Good Reason. If, prior to the
expiration of the Term, Executive’s employment with the Company is terminated
(i) by the Company for any reason other than for Cause or (ii) by Executive for
Good Reason, then, in addition to such base salary, paid time off and other
vested benefits that have been earned but not paid to Executive as of the
Termination Date (collectively, the “Earned Compensation”), the Company will:


     (i) pay to Executive severance pay
in an amount equal to Executive’s then-current annual base salary (but such
amount not to exceed two times the annual compensation limit in effect as of the
Termination Date pursuant to Section 401(a)(17) of the Internal Revenue Code),
payable in equal installments on the Company’s regular payroll schedule over a
12-month period following the Termination Date; and 

     (ii) if Executive is eligible for
and elects continuation of group medical and/or dental insurance coverage with
the Company following the Termination Date in accordance with applicable laws
and plans, reimburse Executive for the premium costs of such continuation
coverage, at the same level of coverage that was in effect as of the Termination
Date, at the election of Executive for up to 18 consecutive months following the
Termination Date or, if earlier, until such continuation coverage is no longer
available to Executive under applicable laws and plans. 

	
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     (b) Other
Termination. If prior to the expiration of
the Term Executive’s employment with the Company is terminated by reason of:


     (i) Executive’s resignation for any
reason other than Good Reason,

     (ii) termination of Executive’s
employment by the Company for Cause, or 

     (iii) Executive’s death or
Disability,

then the
Company will pay to Executive, or Executive’s beneficiary or estate, as the case
may be, the Earned Compensation. 

     (c) Cause. “Cause” hereunder
means:

     (i) Executive’s commission of any
act constituting a felony, or Executive’s conviction or guilty or no contest
plea to any criminal misdemeanor or more serious act; 

     (ii) any intentional or willful act
of fraud or dishonesty by Executive related to or connected with Executive’s
employment by the Company or otherwise likely to cause material harm to the
Company or its reputation;

     (iii) the willful or continued
failure, neglect, or refusal by Executive to perform Executive’s employment
duties with the Company or to fulfill Executive’s fiduciary responsibilities to
the Company, which failure, neglect, or refusal has not been cured by Executive
within 15 days after written notice thereof to Executive from the
Company;

     (iv) a material violation by
Executive of the Company’s policies or codes of conduct; or 

     (v) the willful and/or material
breach of this Agreement by Executive. 

     (d) Disability. “Disability”
hereunder means the inability of Executive to perform on a full-time basis the
duties and responsibilities of Executive’s employment with the Company by reason
of Executive’s illness or other physical or mental impairment or condition, if
such inability continues for an uninterrupted period of 120 days or more during
any 180-day period. A period of inability is “uninterrupted” unless and until
Executive returns to full-time work for a continuous period of at least 30 days.


     (e) Good Reason. Resignation for “Good Reason”
hereunder means that Executive has provided written notice to the Company within
90 days following the occurrence of any of the following events, which notice
describes the event giving rise to the resignation, and the Company has not
cured the event within 30 days after receiving such notice from Executive:


	
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     (i) the assignment of Executive
without Executive’s consent to a position with material responsibilities or
duties of a lesser status or degree than the position of Vice President of the
Company; 

     (ii) the relocation of Executive’s
principal office for Company business, without Executive’s consent, to a
location more than fifty (50) miles outside the Executive’s work location as of
the Effective Date; or 

     (iii) a material breach of this
Agreement by the Company. 

     (f) Other
Obligations. In the event of termination of
Executive’s employment, the sole obligation of the Company under this Agreement
will be its obligation to make the payments called for by Sections 6(a) or 6(b)
hereof, as the case may be, and the Company will have no other obligation to
Executive or to Executive’s beneficiary or estate. 

     (g) Conditions. Notwithstanding the
foregoing provisions of this Section 6, the Company will not be obligated to
make any payments to Executive under Section 6(a) hereof unless: (i) Executive
has signed a release of claims in favor of the Company and its affiliates and
related entities, and their directors, officers, insurers, employees and agents;
(ii) all applicable rescission periods provided by law for releases of claims
shall have expired and Executive shall have signed and not rescinded the release
of claims; and (iii) Executive is in strict compliance with the terms of this
Agreement as of the dates of such payments. 

     (h) Offset. In the event that Executive is eligible for any benefits
following termination of employment under the Change of Control Agreement
referenced in Section 4(b) above, or under any other agreement, plan, program or
applicable law relating to the provision of notice or payment of severance or
similar pay and benefits following termination of Executive’s employment with
the Company, then the amounts payable by the Company under Section 10(a) of this
Agreement shall be reduced by all notice, pay and benefits to which Executive is
entitled under such other agreement, plan, program or law. 

     7. OTHER POST-TERMINATION
OBLIGATIONS. 

     (a) Immediately upon termination of Executive’s employment
with the Company for any reason, Executive will resign all positions then held
as a director or officer of the Company and of affiliated entity of the Company.


     (b) Upon termination of Executive’s employment with the
Company, Executive shall promptly deliver to the Company any and all Company
records and any and all Company property in Executive’s possession or under
Executive’s control, including without limitation manuals, books, blank forms,
documents, letters, memoranda, notes, notebooks, reports, printouts, computer
disks, computer tapes, source codes, data, tables or calculations and all copies
thereof, documents that in whole or in part contain any trade secrets or
confidential, proprietary or other secret information of the Company and all
copies thereof, and keys, access cards, access codes, passwords, credit cards,
personal computers, telephones, and other electronic equipment belonging to the
Company. 

	
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     (c) Following termination of Executive’s employment with the
Company for any reason, Executive will, upon reasonable request of the Company
or its designee, cooperate with the Company in connection with the transition of
Executive’s duties and responsibilities for the Company; consult with the
Company regarding business matters that Executive was directly and substantially
involved with while employed by the Company; and be reasonably available, with
or without subpoena, to be interviewed, review documents or things, give
depositions, testify, or engage in other reasonable activities in connection
with any litigation or investigation, with respect to matters that Executive
then has or may have knowledge of by virtue of Executive’s employment by or
service to the Company or any related entity; provided, however, that (i) the
Company shall not unreasonably request such cooperation of Executive, (ii) the
Company shall reimburse Executive or pay directly any reasonable expenses
actually incurred in connection with such cooperation and assistance by
Executive, and (iii) Executive shall not be required to assist or cooperate with
the Company to the extent such assistance or cooperation would prevent Executive
from performing, or would materially interfere with Executive’s performance of,
the duties or responsibilities of his then-current occupation. 

     (d) Executive will not at any time
disparage, defame, or besmirch the reputation, character, image, products, or
services of the Company or any of its affiliates, or the reputation or character
of any of its current or former directors, officers, employees, or agents;
provided that nothing in this Section 11(d) is intended to prevent or interfere
with Executive making any required or reasonable communications with, or
providing information to, any governmental, law enforcement, or stock exchange
agency or representative, or in connection with any governmental investigation,
court, administrative or arbitration proceeding. 

     (e) The Company will not at any time disparage, defame, or
besmirch the reputation, character, or image of Executive; provided that nothing
in this Section 11(e) is intended to prevent or interfere with the Company
making any required or reasonable communications with, or providing information
to, any governmental, law enforcement, or stock exchange agency or
representative, or in connection with any governmental investigation, court,
administrative or arbitration proceeding. 

    
12. MISCELLANEOUS. 

     (a) Tax Withholding. The Company
may withhold from any amounts payable under this Agreement such federal, state,
and local income and employment taxes as the Company shall reasonably determine
are required to be withheld pursuant to any applicable law or regulation.


	
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     (b) Section 409A. This Agreement is
intended to satisfy the requirements of Section 409A(a)(2), (3) and (4) of the
Internal Revenue Code of 1986, as amended (the “Code”), including current and
future guidance and regulations interpreting such provisions, and should be
interpreted accordingly.

     (c) Governing
Law. All matters relating to the
interpretation, construction, application, validity, and enforcement of this
Agreement will be governed by the laws of the State of Minnesota, without giving effect to
any choice or conflict of law provision or rule, whether of the State of
Minnesota or any other jurisdiction, that would cause the application of laws of
any jurisdiction other than the State of Minnesota. 

     (d) Jurisdiction and
Venue. The parties consent to jurisdiction of
the courts of the State of Minnesota
and/or the United States District Court,
District of Minnesota, for the purpose of resolving all issues of law, equity,
or fact arising out of or in connection with this Agreement. Any action
involving claims of a breach of this Agreement must be brought in such courts.
Each party consents to personal jurisdiction over such party in the state and/or
federal courts of Minnesota and hereby waives any defense of lack of personal
jurisdiction.

     (e) Waiver of Jury Trial. To the extent
permitted by law, the parties waive any and all rights to a jury trial with
respect to any dispute arising out of or relating to this Agreement. 

     (f) Entire Agreement. This Agreement
contains the entire agreement of the parties relating to Executive’s employment
with the Company and supersedes all prior agreements and understandings with
respect to such subject matter, and the parties hereto have made no agreements,
representations, or warranties relating to the subject matter of this Agreement
that are not set forth herein.

     (g) No Violation of Other Agreements.
Executive hereby represents and agrees that neither (i) Executive’s entering
into this Agreement nor (ii) Executive’s carrying out the provisions of this
Agreement, will violate any other agreement (oral, written, or other) to which
Executive is a party or by which Executive is bound.

     (h) Assignment. This Agreement shall not
be assignable, in whole or in part, by either party without the written consent
of the other party, except that the Company may, without the consent of
Executive, assign its rights and obligations under this Agreement to the Buyer
or any of its affiliated entities. 

     (i) Amendments. No amendment or
modification of this Agreement will be effective unless made in writing and
signed by the parties hereto. 

	
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     (j) Counterparts. This Agreement may be
executed by facsimile signature and in any number of counterparts, and such
counterparts executed and delivered, each as an original, will constitute but
one and the same instrument. 

     (k) Severability. To the extent that any
portion of any provision of this Agreement is held invalid or unenforceable, it
will be considered deleted herefrom and the remainder of such provision and of
this Agreement will be unaffected and will continue in full force and effect.


     (l) Survival. The provisions of this Agreement that by their terms or
implication extend beyond the Term shall survive the termination or expiration
of the Term and termination of Executive’s employment with the Company for any
reason. 

     (m) Captions and
Headings. The captions and paragraph headings
used in this Agreement are for convenience of reference only and will not affect
the construction or interpretation of this Agreement or any of the provisions
hereof. 

     (n) Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given when
(i) delivered personally; (ii) sent by facsimile or other similar electronic
device with confirmation; (iii) delivered by reliable overnight courier; or (iv)
three business days after being sent by registered or certified mail, postage
prepaid, and in the case of (iii) and (iv) addressed as follows: 

[Insert contact
information] 

 

[Signature page follows] 

	
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     The parties have
executed this Agreement effective as of the date set forth in the first
paragraph. 

		SURMODICS, INC. 
			  
			 
			  
		By:  	/s/ Bruce J Barclay 
			     Bruce J Barclay  
			     Its President and Chief Executive
      Officer  
		 	 
			 
			 
			 
			/s/ Arthur J. Tipton,
      Ph.D  
			     Arthur J. Tipton, Ph.D. 
    



	
      Page 10 







NON-COMPETITION, INVENTION,
NON-DISCLOSURE AGREEMENT 

THIS AGREEMENT is  made between
SurModics, Inc., a Minnesota corporation (hereinafter “SurModics”) and
Arthur J. Tipton, Ph.D. (hereinafter “Employee”) and shall become binding upon
Employee’s signing. 

	I.     	DEFINITIONS
	 
	 	A.     	“SurModics” means
      SurModics, Inc., and any existing or future SurModics subsidiaries or
      affiliates, owned or controlled, directly or indirectly, by SurModics, and
      any successor in interest to SurModics.
	 
	 	B.	“Confidential
      Information” means information not generally known about SurModics’
      processes and products, including but not limited to information relating
      to research, development, manufacturing, purchasing, accounting,
      engineering, marketing, merchandising, licensing and selling. All
      information disclosed to Employee or to which Employee obtains access or
      creates while employed by SurModics, which Employee has a basis to believe
      to be Confidential Information, or which is treated by SurModics as
      Confidential Information, shall be presumed to be Confidential
      Information.
	 
	 	C.	“Inventions” means
      discoveries, developments, improvements and ideas (whether or not shown or
      described in writing or reduced to practice and whether patentable or
      not):
	 
			1.     	relating to SurModics’
      business, including but not limited to manufacturing, research,
      development or other investigations; or
	 
	 	 	2.	relating to ideas, work, or
      investigations conceived or carried on by Employee, solely or jointly with
      others, in connection with or because of Employee’s employment by
      SurModics, or about which Employee acquires Confidential
      Information.
	 
	 	D.	“Copyrightable Works”
      means all subject matter which is copyrightable and created by Employee,
      alone or jointly with another, within the scope of Employee’s employment
      with SurModics or using SurModics’ time, equipment, or Confidential
      Information.
	 
	 	E.	“Competitor” means any
      person or entity that researches, develops, produces, markets, sells,
      licenses, or leases products or processes that are the same as or similar
      to, or compete with, products or processes that Employee worked on or was
      involved with at SurModics, or about which Employee learned Confidential
      Information.
	 
	 	F.	“Competing Product”
      means any product or process by a Competitor that is the same or similar
      to, or competes with, any product or process that Employee worked on or
      was involved with at SurModics, or about which Employee learned
      Confidential Information.
	 
	II.	EMPLOYEE IS EMPLOYED OR
      DESIRES TO BE EMPLOYED BY SURMODICS IN A CAPACITY IN WHICH EMPLOYEE MAY
      RECEIVE OR CONTRIBUTE TO CONFIDENTIAL INFORMATION. EMPLOYEE MAY BECOME
      FAMILIAR WITH UNIQUE BUSINESS METHODS AND PROCEDURES USED BY SURMODICS AND
      MAY BECOME FAMILIAR WITH SURMODICS’ CUSTOMERS. IN CONSIDERATION OF SUCH
      EMPLOYMENT OR CONTINUED EMPLOYMENT AND IN CONSIDERATION OF BEING GIVEN
      ACCESS TO CONFIDENTIAL INFORMATION IT IS HEREBY AGREED:
	 
	       	A.	Except as specifically
      disclosed on the form entitled “Conflict of Interest Disclosure
      Statement”, Employee warrants that no conflicts of interest exist which
      prevent the Employee from entering into this Agreement, including but not
      limited to:
	 
	 	 	1.	Contractual arrangements that
      restrict Employee from performing any of his or her current or anticipated
      duties at SurModics, including but not limited to confidentiality,
      non-disclosure, or noncompetition agreements and/or employee agreements
      with current and former employers or
contractors.



		
      Exhibit A
Page 1
      







NON-COMPETITION, INVENTION,
NON-DISCLOSURE AGREEMENT (Continued) 

	 	2.     	Activities for, or duties to,
      any third party for which Employee will receive monetary payment or
      compensation.
	 
	 	3.	Outside activities and
      involvements of employee including ownership in competing or related
      businesses or in suppliers of products or services to
    SurModics.
	 
	 	4.	The interest of any immediate
      family member of Employee in any entity that directly competes with any
      existing or planned activity of SurModics.
	 
	 	5.	Any other partnerships,
      inventions or development of Employee which may possibly interfere with
      the Employee’s current or anticipated duties at
SurModics.
	 
	         
      B.     	Employee agrees to
      refrain from using or disclosing any information to SurModics which
      Employee knows, or has reason to know, infringes any trade secret or other
      proprietary right of any third party.
	 
	          C.	With respect to any
      Invention and Copyrightable Works made, authored, conceived, or reduced to
      practice by Employee, either solely or jointly with others, 1) during
      Employee’s employment by SurModics, whether or not during normal working
      hours or whether or not at SurModics’ premises, or 2) within one (1) year
      after termination of such employment, Employee agrees:
	 
	 	1.	To keep accurate, complete and
      timely records (in accordance with SurModics’ policies) for such
      Inventions and Copyrightable Works, which records shall be SurModics’
      property and be retained on SurModics’ premises.
	 
	 	2.	To promptly and fully disclose
      and describe such Inventions in writing to SurModics.
	 
	 	3.	To assign (and Employee hereby
      does assign) and to hold in trust for the sole right and benefit of
      SurModics all of Employee’s right, title and interest in and to such
      Inventions and to any applications for letters patent pertaining to such
      Inventions in all countries and to any letters patent granted upon such
      Inventions in all countries.
	 
	 	4.	Upon SurModics’ request, to
      acknowledge and deliver promptly to SurModics (without charge to
      SurModics) such written instruments, and to do such other acts as may be
      necessary or appropriate in the opinion of SurModics, to permit SurModics
      to obtain, maintain and enforce its rights in such Inventions and
      Copyrightable Works and to vest the entire right and title thereto in
      SurModics.
	 
	          D.	Notwithstanding any
      other provision of this Agreement, it is further agreed, and Employee is
      hereby notified that the above agreement to and assignment of Inventions
      to SurModics does not apply to any discoveries, developments, improvements
      and ideas for which no equipment, supplies, facility or trade secrets of
      SurModics was used and which was developed entirely on Employee’s own
      time, and
	 
	 	1.	Which does not relate: a)
      directly to the business of SurModics, or b) to SurModics’ actual or
      demonstrably anticipated research or development; or
	 
	 	2.	Which does not result from any
      work performed by Employee for SurModics.
	 
	          E.	Employee agrees to
      maintain in strict confidence and make no use of any Confidential
      Information for the benefit of any party other than SurModics.
      Furthermore, except as necessary for Employee to perform his or her duties
      under this Agreement, Employee shall not, without written authorization of
      SurModics or its legal counsel, directly or indirectly divulge
      Confidential Information to or for any third party. SurModics and Employee
      agree that any Confidential Information received by the Employee shall not
      be governed by this Agreement if the Employee can demonstrate by clear and
      convincing documentary evidence that such Confidential
    Information:
	 
	 	1.	was lawfully in the possession
      of the Employee prior to lawfully obtaining it from SurModics;
      or
	 
	 	2.	is or becomes part of the
      public knowledge or literature through no act or failure to act of the
      Employee; or



		
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NON-COMPETITION, INVENTION,
NON-DISCLOSURE AGREEMENT (Continued) 

	 	
      3.     
	is or becomes available to the
      Employee from an unrestricted third party without breach of a confidential
      relationship.
	 
	          F.     	Upon termination of
      Employee’s employment with SurModics, Employee agrees that all SurModics’
      property, including but not limited to all records containing Confidential
      Information and copies thereof, which are in Employee’s possession,
      whether prepared by Employee or others, will be left with or delivered to
      Employee’s supervisor.
	 
	          G.	Except as specifically
      disclosed on the form entitled “Inventions and Developments Prior to
      Employment with SurModics”, reviewed and signed by both Employee and
      SurModics, Employee will not assert any rights under any Inventions as
      having been made or acquired by Employee prior to the employment of
      Employee by SurModics.
	 
	          H.	Employee agrees that
      during Employee’s employment and for a period of two (2) years immediately
      following termination of employment with SurModics, Employee will not
      render services anywhere in the United States, directly or indirectly, to
      or for any Competitor. Provided, however, that Employee may render
      services for a Competitor during the two-year period following termination
      of Employee’s employment with SurModics if: (1) Employee’s services do not
      include any responsibilities for, or in connection with, a Competing
      Product at any time during such two-year period, (2) such services will
      not at any time involve the use or disclosure, or likely use or
      disclosure, of Confidential Information, and (3) SurModics receives
      written assurances satisfactory to it from the Competitor and Employee
      that Employee’s services for the Competitor will not violate this
      Agreement and that Competitor has received a copy of this Agreement.
      “Render services” as used in this paragraph shall include directly or
      indirectly owning, managing, operating, controlling, being employed by,
      providing services to, consulting for, or otherwise participating with,
      any Competitor.
	 
	          I.	Employee agrees that,
      during Employee’s employment and for a period of two (2) years immediately
      following termination of Employee, Employee shall not, directly or
      indirectly, sell, or solicit for the purpose of selling, any Competing
      Product to any SurModics’ customer or potential customer (1) with whom
      Employee (or his/her supervisees) had contact on SurModics’ behalf within
      the last two (2) years of employment or (2) about whom Employee received
      or contributed Confidential Information during Employee’s employment with
      SurModics. For purposes of this paragraph “sell” or “selling” shall
      include selling, leasing, marketing, licensing, or otherwise providing
      products or services.
	 
	          J.	Employee agrees that
      during Employee’s employment and for a period of two (2) years immediately
      following termination of employment with SurModics, Employee will not hire
      or solicit for the purpose of hiring or inducing to leave SurModics, any
      SurModics employee. For purposes of this paragraph, “SurModics employee”
      shall include any current SurModics employee and any person who was
      employed by SurModics at any time during the last six (6) months of
      Employee’s employment.
	 
	          K.	Employee agrees that
      the restrictions and obligations contained in this Agreement shall survive
      termination of Employee’s employment with SurModics and shall apply to
      Employee regardless of the reason for termination of Employee’s
      employment, whether voluntary or involuntary. Employee agrees Employee’s
      employment with SurModics is at will and that nothing in this Agreement
      alters Employee’s at-will employment.
	 
	          L.	Employee and SurModics
      acknowledge and agree that SurModics informed Employee, as part of the
      offer of employment and prior to Employee’s accepting employment with
      SurModics, that noncompetition, invention and confidentiality provisions
      would be required as part of the terms and conditions of Employee’s
      employment. Employee and SurModics further acknowledge and agree that the
      geographic and duration restrictions set forth in the above noncompetition
      provisions have been carefully considered and negotiated between Employee
      and SurModics. Employee and SurModics agree that the restrictions
      contained in this Agreement are reasonable and will not unduly restrict
      Employee in securing other employment in the event of Employee’s
      termination.
	 
	          M.	SurModics’ action in
      not enforcing a breach of any part of this Agreement shall not constitute
      a waiver or prevent SurModics from enforcing the Agreement as to such
      breach or any other breach of this
Agreement.



		
      Page 3








NON-COMPETITION, INVENTION,
NON-DISCLOSURE AGREEMENT (Continued) 

	          N.     	Employee expressly acknowledges
      and agrees that any violation or threatened violation of any term of this
      Agreement shall entitle SurModics to issuance of a temporary restraining
      order and/or other injunction against Employee (in addition to any other
      legal or equitable remedies available to SurModics) and to collect from
      Employee SurModics’ reasonable attorney’s fees incurred in bringing such
      legal or equitable action or otherwise enforcing the terms and conditions
      of the Agreement.
	 
	          O.	If any term of this Agreement is
      deemed unenforceable, void, voidable or illegal, SurModics and Employee
      agree that a court of competent jurisdiction shall modify such term to
      make it enforceable to the maximum extent possible and thereafter enforce
      such term. If such term cannot be so modified, such term shall be deemed
      severable from all other terms of this Agreement and all other such terms
      shall otherwise continue in full force and effect.
	 
	          P.	The terms of the Agreement shall
      bind and inure to the benefits of SurModics and its successors and
      assigns.
	 
	          Q.	This Agreement incorporates the
      entire understanding between the parties as to its subject matter and may
      only be cancelled, modified, or otherwise changed by written agreement
      signed by SurModics’ authorized officer.
	 
	          R.	This Agreement shall be construed
      and enforced in accordance with the laws of the State of
    Minnesota.



IN WITNESS WHEREOF, SurModics and
Employee have caused this Agreement to be executed in the manner appropriate for
each. 

	By: 
    	/s/ Arthur J. Tipton, Ph.D 
    	     	31 July 2007 
	  	Employee Signature  	  	Date 
	  
	  
	Printed
      Name:  	Arthur J. Tipton, Ph.D. 	  	 
	  
	  
	  
	  
	SurModics, Inc.  	  	  
	  
	  
	By: 
    	/s/ Bruce J Barclay  		July 31, 2007 
	  	Bruce J Barlcay  	  	Date 
	  	President and Chief Executive Officer  	  	  



		
      Page 4
  







CHANGE OF CONTROL
AGREEMENT 

	Parties:                    
    	SurModics,
      Inc.  
	  	(“Company”)  
	  	9924 West 74th
      Street  
	  	Eden Prairie, MN
      55344-3523 
	   
	  	Arthur J. Tipton, Ph.D. 
    
	  	(“Executive”)  
		 
		[address] 
		 
	  
	  
	Date: 	______________,
      2007  



RECITALS: 

     1. Executive
currently serves as Vice President of the Company and as President of Brookwood
Pharmaceuticals, Inc., a wholly-owned subsidiary of the Company, and Executive
has extensive knowledge and experience relating to the Company’s business.


    
2. The parties recognize that a “Change of Control” may materially change
or diminish Executive’s responsibilities and substantially frustrate Executive’s
commitment to the Company. 

    
3. The parties further recognize that it is in the best interests of the
Company and its stockholders to provide certain benefits payable upon a “Change
of Control Termination” to encourage Executive to continue in his position in
the event of a Change of Control, although no such Change of Control is now
contemplated or foreseen. 

    
4. The parties further desire to provide certain benefits payable upon a
termination of Executive’s employment following a Change of Control. 

AGREEMENTS: 

     1. Term of Agreement. Except as
otherwise provided herein, this Agreement shall commence on the date executed by
the parties and shall continue in effect until the third anniversary of the date
set forth above; provided, however, that if a Change of Control of the Company
shall occur during the term of this Agreement, this Agreement shall continue in
effect for a period of twelve (12) months
beyond the date of such Change of Control.
If, prior to the earlier of the third anniversary of this Agreement or a Change
of Control, Executive’s employment with the Company terminates for any reason or
no reason, or if Executive no longer serves as an executive officer of the
Company, this Agreement shall immediately terminate, and Executive shall not be
entitled to any of the compensation and benefits described in this Agreement.
Any rights and obligations accruing before the termination or expiration of this
Agreement shall survive to the extent necessary to enforce such rights and
obligations. 

    
2. “Change of Control.” For
purposes of this Agreement, “Change of Control” shall mean any one or more of
the following events occurring after the date of this Agreement: 

EXHIBIT B




CHANGE OF CONTROL AGREEMENT
(Continued) 

	                    (a)     	The purchase or other
      acquisition by any one person, or more than one person acting as a group,
      of stock of the Company that, together with stock held by such person or
      group, constitutes more than 50% of the total combined value or total
      combined voting power of all classes of stock issued by the Company;
      provided, however, that if any one person or more than one person acting
      as a group is considered to own more than 50% of the total combined value
      or total combined voting power of such stock, the acquisition of
      additional stock by the same person or persons shall not be considered a
      Change of Control;
	 
	                    (b)	A merger or
      consolidation to which the Company is a party if the individuals and
      entities who were shareholders of the Company immediately prior to the
      effective date of such merger or consolidation have, immediately following
      the effective date of such merger or consolidation, beneficial ownership
      (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of
      less than fifty percent (50%) of the total combined voting power of all
      classes of securities issued by the surviving entity for the election of
      directors of the surviving corporation;
	 
	                    (c)	Any one person, or more
      than one person acting as a group, acquires or has acquired during the
      twelve (12) month period ending on the date of the most recent acquisition
      by such person or persons, direct or indirect beneficial ownership (as
      defined in Rule 13d-3 under the Securities Exchange Act of 1934) of stock
      of the Company constituting thirty-five percent (35%) or more of the total
      combined voting power of all classes of stock issued by the
    Company;
	 
	                    (d)	The purchase or other
      acquisition by any one person, or more than one person acting as a group,
      of substantially all of the total gross value of the assets of the Company
      during the twelve-month period ending on the date of the most recent
      purchase or other acquisition by such person or persons. For purposes of
      this Section 2(d), “gross value” means the value of the assets of the
      Company or the value of the assets being disposed of, as the case may be,
      determined without regard to any liabilities associated with such
      assets;
	 
	                    (e)	A change in the
      composition of the Board of the Company at any time during any consecutive
      twelve (12) month period such that the “Continuity Directors” cease for
      any reason to constitute at least a fifty percent (50%) majority of the
      Board. For purposes of this event, “Continuity Directors” means those
      members of the Board who either:
	 
		(1)     	were directors at the beginning
      of such consecutive twelve (12) month period; or
	 
		(2)	were elected by, or on the
      nomination or recommendation of, at least a two-thirds (2/3) majority of
      the then-existing Board of Directors.



	                    	
      In all cases, the determination of
      whether a Change of Control has occurred shall be made in accordance with
      Internal Revenue Code of 1986, as amended (the “Code”), Section 409A and
      the regulations, notices and other guidance of general applicability
      issued thereunder.



Page 2 




CHANGE OF CONTROL AGREEMENT
(Continued) 

     3.
“Change of Control Termination.”
For purposes of this Agreement, “Change of
Control Termination” shall mean any of the following events occurring upon or
within twelve (12) months after a Change of Control: 

	                    (a)     	The termination of
      Executive’s employment by the Company for any reason, with or without
      cause, except for termination resulting from conduct by Executive
      constituting (i) a felony involving moral turpitude under either federal
      law or the law of the state of the Company’s incorporation, or (ii)
      Executive’s willful failure to fulfill his employment duties with the
      Company; provided, however, that for purposes of this clause (ii), an act
      or failure to act by Executive shall not be “willful” unless it is done,
      or omitted to be done, in bad faith and without any reasonable belief that
      Executive’s action or omission was in the best interests of the Company;
      or
	 
	                    (b)	The termination of
      employment with the Company by Executive for “Good Reason.” Such
      termination shall be accomplished by, and effective upon, Executive giving
      written notice to the Company of his decision to terminate. “Good Reason”
      shall mean a good faith determination by Executive, in Executive’s sole
      and absolute judgment, that any one or more of the following events has
      occurred, at any time during the term of this Agreement or after a Change
      of Control; provided, however, that such event shall not constitute Good
      Reason if Executive has expressly consented to such event in writing or if
      Executive fails to provide written notice of his decision to terminate
      within ninety (90) days of the occurrence of such event:
	 
		(1)     	A change in Executive’s
      reporting responsibilities, titles or offices, or any removal of Executive
      from or any failure to re-elect Executive to any of such positions, which
      has the effect of diminishing Executive’s responsibility or
      authority;
	 
	 	(2)	A reduction by the
      Company in Executive’s base salary (as increased from time to
    time);
	 
	 	(3)	A requirement imposed
      by the Company on Executive that results in Executive being based at a
      location that is outside of a twenty-five (25) radius mile of Executive’s
      prior job location;
	 
	 	(4)	Without the adoption of
      a replacement plan, program or arrangement that provides benefits to
      Executive that are equal to or greater than those benefits that are
      discontinued or adversely affected:
	 
	 	 	(A)     	The failure by the Company to
      continue in effect, within its maximum stated term, any pension, bonus,
      incentive, stock ownership, stock purchase, stock option, life insurance,
      health, accident, disability, or any other employee compensation or
      benefit plan, program or arrangement, in which Executive is or has been
      participating; or


Page 3 




CHANGE OF CONTROL AGREEMENT
(Continued) 

		(B)     	The taking of any action by the
      Company that would adversely affect Executive’s participation or
      materially reduce Executive’s benefits under any of such plans, programs
      or arrangements;
	 
	                              (5)     	Any action by the
      Company that would materially adversely affect the physical conditions in
      or under which Executive performs his employment duties; or
	 
	                              (6)	Any material breach by
      the Company of any employment agreement between Executive and the Company
      or its subsidiary.



	                              	
      Termination for “Good Reason” shall
      not include Executive’s death or a termination for any reason other than
      one of the events specified in clauses (1) through (6)
  above.



     4.
Compensation and Benefits. Subject to the limitations contained in this Agreement, upon
a Change of Control Termination, Executive shall be entitled to all of the
following compensation and benefits: 

	                    (a)     	Within five (5)
      business days after a Change of Control Termination, the Company shall pay
      to Executive:
	 
	 	(1)     	All salary and other compensation
      earned by Executive through the date of the Change of Control Termination
      at the rate in effect immediately prior to such Termination;
	 
	 	(2)	All other amounts to which
      Executive may be entitled to receive under any compensation plan
      maintained by the Company, subject to any distribution requirements
      contained in such compensation plans; and
	 
	 	(3)	A severance payment equal to one
      (1) times the average annual cash compensation paid to Executive by the
      Company (or any predecessor entity or related entity) and includible in
      Executive’s gross income for federal income tax purposes during the
      Executive’s three most recent taxable years in effect immediately prior to
      such Termination. For purposes of this paragraph, “annual cash
      compensation” shall mean the Executive’s annual base salary and cash
      bonuses. Further, for purposes of this paragraph, “predecessor entity” and
      “related entity” shall have the meaning set forth in Section 280G of the
      Internal Revenue Code of 1986, as amended, and the regulations issued
      thereunder;
	 
	                    (b)	The Company shall
      continue to provide Executive with coverage under life, health, dental or
      disability benefit plans at a level comparable to the benefits which
      Executive was receiving or entitled to receive immediately prior to the
      Termination or, if greater, at a level comparable to the benefits which
      Executive was receiving immediately prior to the event which constituted
      Good Reason. Such coverage shall continue for eighteen (18) months
      following such Change of Control Termination or, if earlier, until
      Executive is eligible to be covered for such benefits through his
      employment with another employer. The Company may, in its sole discretion,
      provide such coverage through the purchase of individual insurance
      contracts for Executive;


Page 4 




CHANGE OF CONTROL AGREEMENT
(Continued) 

	                    (c)     	All outstanding Options or Stock
      Appreciation Rights shall become immediately exercisable, and the risks of
      forfeiture on any outstanding Restricted Stock Awards or Restricted Stock
      Unit Awards shall immediately lapse. For purposes of this Agreement,
      “Option,” “Stock Appreciation Rights,” “Restricted Stock Awards” and
      “Restricted Stock Unit Awards” shall have the meaning set forth in the
      SurModics, Inc. 2003 Equity Incentive Plan, or any successor plan;
      and
	 
	                    (d)	A percentage of the shares or
      units subject to all outstanding Performance Awards shall become
      immediately vested and payable. Such percentage shall be equal to
      Executive’s average percentage achievement under all Performance Awards
      granted to Executive and for which the Performance Period ended in each of
      the three calendar years immediately prior to such Change of Control
      Termination; provided, however, that if Executive was not granted
      Performance Awards with Performance Periods ending during such entire
      three-year period, the percentage that shall become immediately vested and
      payable shall be equal to Executive’s average percentage achievement under
      all Performance Awards granted to Executive and for which the Performance
      Period ended in each of the two calendar years immediately prior to such
      Change of Control Termination; and provided, further, that if Executive
      was not granted Performance Awards with Performance Periods ending during
      such entire two-year period, the percentage that shall become immediately
      vested and payable shall equal fifty percent (50%). For purposes of this
      Agreement, “Performance Awards” and “Performance Period” shall have the
      meaning set forth in the SurModics, Inc. 2003 Equity Incentive Plan, or
      any successor plan.



	                    	
      Notwithstanding the foregoing, if
      any of the payments described in Section 4 above are subject to the
      requirements of Code Section 409A and the Company determines that
      Executive is a “specified employee” as defined in Code Section 409A as of
      the date of the Change of Control Termination, such payments shall not be
      paid or commence earlier than the date that is six months after the Change
      of Control Termination, but shall be paid or commence during the calendar
      year following the year in which the Change of Control Termination occurs
      and within 30 days of the earliest possible date permitted under Code
      Section 409A. Further, in no event shall the benefits described in Section
      4(b) extend beyond December 31st of the second calendar year
      following the calendar year in which the Change of Control Termination
      occurs.



     5.
Limitation on Change of Control Payments.
This Section 5 applies only in the event the
Company determines that this Agreement is subject to the limitations of Section
280G of the Code, or any successor provision, and the regulations issued
thereunder. In the event any Change of Control Benefit, as defined below,
payable to Executive would constitute an “excess parachute payment” as defined
in Code Section 280G, Executive shall receive a “tax gross-up” payment
sufficient to pay the initial excise tax applicable to such excess parachute
payment (but excluding the income and excise taxes, if any, applicable to the
tax gross-up payment). Such additional cash payment shall be made within sixty
(60) days following the effective date of the Change of Control. For purposes of
this Section 5, a “Change of Control Benefit” shall mean any payment, benefit or
transfer of property in the nature of compensation paid to or for the benefit of
Executive under any arrangement which is considered contingent on a Change of
Control for purposes of Code Section 280G, including, without limitation, any
and all of the Company’s salary, bonus, incentive, restricted stock, stock
option, equity-based compensation or benefit plans, programs or other
arrangements, and shall include benefits payable under this Agreement.


Page 5 




CHANGE OF CONTROL AGREEMENT
(Continued) 

     6.
Withholding Taxes. The Company shall be entitled to deduct from all payments or benefits
provided for under this Agreement any federal, state or local income and
employment-related taxes required by law to be withheld with respect to such
payments or benefits. 

     7. Successors and Assigns. This Agreement
shall inure to the benefit of and shall be enforceable by Executive, his heirs
and the personal representative of his estate, and shall be binding upon and
inure to the benefit of the Company and its successors and assigns. The Company
will require the transferee of any sale of all or substantially all of the
business and assets of the Company or the survivor of any merger, consolidation
or other transaction expressly to agree to honor this Agreement in the same
manner and to the same extent that the Company would be required to perform this
Agreement if no such event had taken place. Failure of the Company to obtain
such agreement before the effective date of such event shall be a breach of this
Agreement and shall entitle Executive to the benefits provided in Sections 4 and
5 as if Executive had terminated employment for Good Reason following a Change
in Control.

     8. Notices. For the purpose of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement or to such
other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective
only upon receipt. All notices to the Company shall be directed to the attention
of the Board of Directors of the Company. 

     9. Captions. The headings or captions set
forth in this Agreement are for convenience only and shall not affect the
meaning or interpretation of this Agreement. 

     10. Governing Law. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Minnesota.

     11. Construction. Wherever possible, each
term and provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law. If any term or provision of this
Agreement is invalid or unenforceable under applicable law, (a) the remaining
terms and provisions shall be unimpaired, and (b) the invalid or unenforceable
term or provision shall be deemed replaced by a term or provision that is valid
and enforceable and that comes closest to expressing the intention of the
unenforceable term or provision.

     12. Amendment; Waivers. This
Agreement may not be modified, amended, waived or discharged in any manner
except by an instrument in writing signed by both parties hereto. The waiver by
either party of compliance with any provision of this Agreement by the other
party shall not operate or be construed as a waiver of any other provision of
this Agreement, or of any subsequent breach by such party of a provision of this
Agreement. Notwithstanding anything in this Agreement to the contrary, the
Company expressly reserves the right to amend this Agreement without Executive’s
consent to the extent necessary or desirable to comply with Code Section 409A,
and the regulations, notices and other guidance of general applicability issued
thereunder.

Page 6 




CHANGE OF CONTROL AGREEMENT
(Continued) 

     13.
Entire Agreement. This Agreement sets forth Executive’s sole and exclusive remedy with
respect to severance benefits payable to Executive upon a Change of Control
Termination, and supersedes all prior or contemporaneous negotiations,
commitments, agreements (written or oral) and writings between the Company and
Executive with respect to the subject matter hereof, including but not limited
to any negotiations, commitments, agreements or writings relating to any
severance benefits payable to Executive, and constitutes the entire agreement
and understanding between the parties hereto. All such other negotiations,
commitments, agreements and writings will have no further force or effect, and
the parties to any such other negotiation, commitment, agreement or writing will
have no further rights or obligations thereunder. For the sake of clarity, in
the event Executive’s employment with the Company is terminated without cause,
and such termination is not a Change of Control Termination, Executive may be
entitled to benefits pursuant to Executive’s Employment Agreement dated
_______________, 2007.

    
14. Counterparts. This Agreement may be executed in several counterparts, each
of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument. 

    
15. Arbitration. Any dispute arising out of or relating to this Agreement or
the alleged breach of it, or the making of this Agreement, including claims of
fraud in the inducement, shall be discussed between the disputing parties in a
good faith effort to arrive at a mutual settlement of any such controversy. If,
notwithstanding, such dispute cannot be resolved, such dispute shall be settled
by binding arbitration. Judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. The arbitrator shall be a
retired state or federal judge or an attorney who has practiced securities or
business litigation for at least 10 years. If the parties cannot agree on an
arbitrator within 20 days, any party may request that the chief judge of the
District Court for Hennepin County, Minnesota, select an arbitrator. Arbitration
will be conducted pursuant to the provisions of this Agreement, and the commercial arbitration rules of the American
Arbitration Association, unless such rules are inconsistent with the provisions
of this Agreement. Limited civil discovery shall be permitted for the production
of documents and taking of depositions. Unresolved discovery disputes may be
brought to the attention of the arbitrator who may dispose of such dispute. The
arbitrator shall have the authority to award any remedy or relief that a court
of this state could order or grant; provided, however, that punitive or
exemplary damages shall not be awarded. Unless otherwise ordered by the
arbitrator, the parties shall share equally in the payment of the fees and
expenses of the arbitrator. The arbitrator may award to the prevailing party, if
any, as determined by the arbitrator, all of the prevailing party’s costs and
fees, including the arbitrator’s fees, and expenses, and the prevailing party’s
travel expenses, out-of-pocket expenses and reasonable attorneys’ fees. Unless
otherwise agreed by the parties, the place of any arbitration proceedings shall
be Hennepin County, Minnesota. 

[signature page follows]

Page 7 




CHANGE OF CONTROL AGREEMENT
(Continued) 

     IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the day and year first above written. 

		SURMODICS, INC.  
		 
		 
		By: 
    	 
		 	     Its 	 
	 			
	 			
		 
		Executive  



Page 8