Exhibit
10.28

PURCHASE
AGREEMENT 

     THIS
AGREEMENT is made and entered into this 24th day of August, 2007, by and between
SurModics, Inc., a Minnesota corporation, with its principal place of business
at 9924 West 74th Street, Eden Prairie, MN 55344 (hereinafter called
“Purchaser”), and Vest Mykyng LLC, a Minnesota limited liability company, with
its principal place of business at 6138 Arctic Way, Edina, Minnesota 55436
(hereinafter called “Seller”). 

     WITNESSETH THAT, WHEREAS: 

     A. Seller
is the owner of the parcel of land consisting of approximately 4.92 acres, which
is described on Exhibit A attached hereto, and all easements, rights of way,
privileges, appurtenances, and rights to same belonging to or enuring to the
benefit of said parcel of land or its owner (hereinafter called the “Land”)
lying and being in the City of Eden Prairie, County of Hennepin, and State of
Minnesota. 

     B. Seller desires to sell to
Purchaser, and Purchaser desires to purchase from Seller, subject to the terms, covenants and conditions hereinafter
contained: 

     1. The Land, together with any improvements thereon and
appurtenances thereto; 

     2. All rights appurtenant to the Land as to any roadways
adjacent to the Land; and 

     3. All right, title and interest of Seller in and to all
easements of record benefiting the Land (or the owner or users thereof) over
other property, if any (such property hereinafter is collectively called the
“Subject Property”). 

     NOW,
THEREFORE, in consideration of the foregoing, and in consideration of the mutual
covenants herein contained, which each of the parties hereto acknowledges as
adequate and sufficient, it is hereby agreed as follows: 




     1.
Purchase and Permitted Encumbrances. Subject to the terms and conditions
herein, Seller does hereby agree to sell to Purchaser, and Purchaser does hereby
agree to purchase from Seller, the Subject Property, subject only to the
following encumbrances (hereinafter called “Permitted Encumbrances”):


     (a) Building, zoning and subdivision ordinances, and State and
Federal regulations, subject to the other terms and conditions herein in respect
thereto. 

     (b) Real estate taxes and installments of special assessments
which are not yet due and payable as of the Closing Date. Seller and Purchaser
shall allocate/prorate real estate taxes and special assessments (including
interest included in such installments) payable in the year of Closing in the
manner provided in Subparagraph 12(c) hereof. 

     (c) Those easements, encumbrances, and restrictions set forth
on Exhibit B and the title commitment provided for herein which are not objected
to by Purchaser in connection with Purchaser’s examination of title and survey
and made a part hereof and such other easements, encumbrances and restrictions
as may be approved or waived by Purchaser pursuant to the terms of this
Agreement. 

     2.
Representations of Seller; “As Is”
Purchase. Except as disclosed on Exhibit D
attached hereto (“Seller’s Disclosure”) Seller states, warrants and represents
as of the date hereof as follows: 

     (a) Seller has full right and authority to execute and deliver
this Agreement and all documents and instruments required hereunder to be
executed and delivered by Seller. 

     (b) Neither the entering into of this Agreement nor the
consummation of the transaction contemplated hereby will constitute or result in
a violation or breach by Seller of any judgment or decree issued against or
imposed upon Seller, or of any agreement to which Seller is a party or which
binds the Subject Property. 

     (c) To Seller’s knowledge, there are no underground storage
tanks on the Subject Property. 

     (d) Seller is neither a “foreign person” nor a “foreign
corporation” (as those terms are defined in Section 1445 of the Internal Revenue
Code of 1986, as amended). 

     (e) To Seller’s knowledge, there are no wells or private
sewage disposal or septic systems on the Subject Property. 

     (f) To Seller’s knowledge, no environmental reports have been
made or prepared in connection for the Subject Property except those certain
reports and correspondence listed in the Disclosure and Disclosure Documents
attached hereto as Exhibit D, true and complete copies of which Seller has
delivered to Purchaser; provided, however, Seller discloses that certain dumping
may have occurred in approximately the early 1980s and believes any
contamination in connection therewith was cleaned up in accordance with law and
reports may have been generated in connection therewith, copies of which Seller
cannot locate in his possession. 

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     (g) Seller has received no notice of condemnation of any
portion of the Subject Property from any governmental authority. 

     (h) Solely for purposes of satisfying the requirements of
Minn. Stat. § 115.55, to Seller’s knowledge there is no “individual sewage
treatment system” (within the meaning of that statute) on or serving the Subject
Property. 

     (i) To Seller’s knowledge, there are no actions, suits,
agreements or proceedings before any judicial or quasi-judicial body, pending,
or to Seller’s knowledge, threatened, against or affecting all or any portion of
the Subject Property which would impair Seller’s ability to close the
transaction contemplated hereby in accordance with the terms hereof. 

     (j) Seller is not in violation of any laws relating to
terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order
No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive
Order”), and the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law
107-56. Seller or, to the knowledge of Seller, one of its agents acting or
benefiting in any capacity in connection with the transaction is any of the
following: 

	               	i.	      	Person or entity that is listed
      in the annex to, or is otherwise subject to the provisions of, the
      Executive Order;
		 
		ii.		Person or entity owner or
      controlled by, or acting for or on behalf of, any Person or entity that is
      listed in the annex to, or is otherwise subject to the provisions of, the
      Executive Order;
		 
		iii.		Person or entity with which
      Seller is prohibited from dealing or otherwise engaging in any transaction
      by any Anti-Terrorism Law;
		 
		iv.		Person or entity that commits,
      threatens or conspires to commit or supports “terrorism” as defined in the
      Executive Order; or
		 
		v.		Person or entity that is named as
      a “specially designated national and blocked person” on the most current
      list published by the U.S. Treasury Department Office of Foreign Asset
      Control at its official website or any replacement website or other
      replacement official publication of such list.


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     (k) The Seller or, to the knowledge of Seller, any of its
agents acting in any capacity in connection with the transaction does not (i)
conduct any business or engage in making or receiving any contribution of funds,
goods or services to or for the benefit of any person described above, (ii) deal
in, or otherwise engage in any transaction relating to, any property or
interests in property blocked pursuant to the Executive Order, or (iii) engages
in or conspires to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in any Anti-Terrorism Law. 

     To the
extent any of the above representations or warranties are made to the knowledge
of Seller, such representations shall be deemed made only as to the actual
knowledge of Sigmund J. Helle without having made any investigation or inquiry
except those resulting in the creation of the materials listed on or contained
in the documents, if any, listed on Exhibit D. 

     Prior to
Closing, Seller will give Purchaser prompt written notice of any occurrence that
would change the truth of any of the foregoing representations and warranties or
any other representation or warranty of Seller herein, if then made. If there is
a material adverse change in any of the foregoing representations and warranties
prior to Closing, Purchaser will have the right to terminate this Agreement by
giving written notice to Seller within ten (10) days after it receives written
notice of such material change. If Purchaser so terminates this Agreement, the
initial $100,000 Earnest Money Deposit shall be retained by Seller and any
Additional Earnest Money Deposit (hereafter defined) shall be returned to
Purchaser and neither party shall have further rights or obligations hereunder
except for any obligations contained in this Agreement which expressly survive
termination. 

     PURCHASER
ACKNOWLEDGES THAT PURSUANT TO THIS AGREEMENT IT WILL HAVE PRIOR TO CLOSING THE
OPPORTUNITY TO PERFORM ALL SUCH TESTS, INVESTIGATIONS AND ANALYSES CONCERNING
THE SUBJECT PROPERTY AS IT DEEMS NECESSARY OR DESIRABLE. PURCHASER AGREES THAT
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY CONTAINED IN
THIS PARAGRAPH 2 AND IN THE CLOSING DOCUMENTS, IN PURCHASING THE SUBJECT
PROPERTY, PURCHASER IS NOT RELYING ON ANY REPRESENTATION, WARRANTY OR PROMISE BY
OR ON BEHALF OF SELLER CONCERNING THE PROPERTY OR ANY ASPECT THEREOF, INCLUDING,
WITHOUT LIMITATION, ANY CONCERNING THE QUALITY, VALUE, PHYSICAL ASPECTS,
PROSPECTS, COMPLIANCE WITH LAWS OR CONDITION OF THE SUBJECT PROPERTY,
ENVIRONMENTAL OR OTHERWISE, OR THE FITNESS OR SUITABILITY OF THE SUBJECT
PROPERTY FOR ANY PARTICULAR USE, AND, EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES EXPRESSLY CONTAINED IN THIS PARAGRAPH 2 AND IN THE CLOSING DOCUMENTS,
PURCHASER IS PURCHASING THE SUBJECT PROPERTY BASED UPON PURCHASER’S OWN
INSPECTIONS AND EXAMINATIONS THEREOF IN ITS “AS IS” AND “WHERE IS” CONDITION,
AND “WITH ALL FAULTS.” 

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     3.
Representation of Purchaser. Purchaser warrants and represents as of the
date hereof as follows: 

     (a) Purchaser has full right and authority to execute and
deliver this Agreement and all documents and instruments required hereunder to
be executed and delivered by Purchaser. 

     (b) The consummation of the transactions contemplated by this
Agreement will not constitute a default or result in the breach of any term or
provision of any contract or written agreement to which Purchaser is a party so
as to adversely affect the consummation of such transactions. 

     (c) Purchaser is not in violation of any Anti-Terrorism Laws,
including the Executive Order, and the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, Public Law 107-56. 

     (d) Purchaser or, to the knowledge of Purchaser, none of its
agents acting or benefiting in any capacity in connection with the transaction
is any of the following: 

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    	i.	      	Person or entity that is listed
      in the annex to, or is otherwise subject to the provisions of, the
      Executive Order;
		 
		ii.		Person or entity owner or
      controlled by, or acting for or on behalf of, any Person or entity that is
      listed in the annex to, or is otherwise subject to the provisions of, the
      Executive Order;
		 
		iii.		Person or entity with which
      Purchaser is prohibited from dealing or otherwise engaging in any
      transaction by any Anti-Terrorism Law;
		 
		iv.		Person or entity that commits,
      threatens or conspires to commit or supports “terrorism” as defined in the
      Executive Order; or
		 
		v.		Person or entity that is named as
      a “specially designated national and blocked person” on the most current
      list published by the U.S. Treasury Department Office of Foreign Asset
      Control at its official website or any replacement website or other
      replacement official publication of such list.


     (f) The Purchaser or, to the knowledge of Purchaser, any of
its agents acting in any capacity in connection with the transaction does not
(i) conduct any business or engage in making or receiving any contribution of
funds, goods or services to or for the benefit of any Person described above,
(ii) deal in, or otherwise engage in any transaction relating to, any property
or interests in property blocked pursuant to the Executive Order, or (iii)
engages in or conspires to engage in any transaction that evades or avoids, or
has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in any Anti-Terrorism Law. 

     4.
Purchase Price. Purchaser shall pay to Seller, in consideration for the purchase of the
Subject Property, the sum of Three Million Six Hundred Thousand and no/100
Dollars ($3,600,000.00) (the “Purchase Price”). The Purchase Price shall be paid
as follows: One Hundred Thousand and 00/100 Dollars ($100,000.00) upon execution
of this Agreement (hereinafter called “Earnest Money Deposit”) shall be
deposited with Seller by Purchaser. Such initial $100,000.00 Earnest Money
Deposit shall be non-refundable to Purchaser; provided, however, it shall be
subject to claims of Purchaser in the event this Agreement is terminated by
Purchaser pursuant to the provisions of Paragraph 13(A) by reason of Seller’s
breach of this Agreement. The balance of said Purchase Price plus or minus (as
the case may be) an amount which equals the cumulative result of all cash
adjustments and prorations required by this Agreement, shall be payable to
Seller on the Date of Closing by means of a wire transfer to be received on the
Date of Closing in Seller’s designated bank account. Purchaser and Seller shall
each pay one-half of the costs of establishing and maintaining the escrow of the
Additional Earnest Money Deposit, if any (described hereafter). In the event of
a Closing, all of the Earnest Money Deposit will be credited to the Purchase
Price. 

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     5.
Evidence of Title/Survey. Not later than the date ten (10) days after the date of this
Agreement, Seller shall furnish to Purchaser at Seller’s cost, except as
hereafter provided, a current commitment for an Owner’s current ALTA policy of
title insurance (including a special assessment search) as to the Subject
Property issued by Title Company covering the Land provided for herein, and in
an amount equal to the Purchase Price for the Subject Property, in which Title
Company also indicates its requirements to provide extended coverage over the
standard exceptions. Such commitment shall also include copies of all recorded
documents referred to in the commitment. Purchaser shall be allowed until that
date which is seventeen (17) days after receipt of the commitment examination of
title and survey and the making of any objections thereto, said objections to be
made in writing or deemed waived. For purposes of this Agreement, Permitted
Encumbrances shall not be title objections. If any objections are so made,
Seller shall be allowed five (5) days after the notice of objection to make such
title marketable. Seller shall not be required to cure title or survey
objections. Seller shall pay off and satisfy of record any monetary and
mechanic’s liens (including any medical assistance lien) and mortgages against
the Subject Property at Closing and shall take such action as is necessary to
remove from the commitment the requirement to secure and record an Affidavit
showing compliance with the required Notice to the Commissioner of Human
Services pursuant to Minn. Stat. 524-801(d) for the Estate of Herliev Helle for
the Deed of Distribution to Sigmund J. Helle filed as Document No. 7363899.


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     If title
and survey objections are not cured and title is not made marketable all on or
before the end of the five (5) day period above described, Purchaser shall by
written notice to Seller either: 

     (a) Terminate this Agreement, and, in such event, Purchaser
shall be entitled to a refund of all of the Additional Earnest Money Deposit
(described hereafter), if any, and neither party will have further rights or
obligations hereunder except such obligations as expressly survive termination;
or 

     (b) Waive any uncured objected to defects in title without any
reduction in the Purchase Price. 

Purchaser will make its election within
seven (7) days after expiration of Seller’s five (5) day cure period. A failure
by Purchaser to waive its objections within such seven (7) day period pursuant
to clause (b) shall be deemed an election to terminate under clause (a).


     Further,
not later than the date twenty (20) days after the date of this Agreement,
Purchaser shall secure and deliver to Seller (at Purchaser’s sole cost and
expense) a current survey of the Subject Property (herein called the “Survey”)
prepared by a surveyor licensed in the State of Minnesota and reasonably
acceptable to Purchaser, certified to Seller, Purchaser and Title Company and
Purchaser’s lender, if any, in a manner satisfactory to Purchaser, by such
surveyor as being true, accurate and having been prepared in accordance with the
current minimum detail and Table A requirements for an Urban Land Title Survey
as jointly established and adopted by the American Land Title Association and
the American Congress on Surveying and Mapping, and setting forth: (i) the legal
description of the Subject Property; (ii) the location of all improvements
thereon; (iii) all boundaries, courses and dimensions of the Land, and the
dimensions of said improvements; (iv) all easements, building lines, curb cuts,
parking, loading areas, sewage, water, electricity, gas and other utility
facilities (together with the recording information concerning the documents
creating any easements and building lines); (v) roads and means of ingress and
egress to and from the Subject Property to all public roadways; and (vi) the
gross square footage of the Subject Property. The Survey shall reveal any
encroachments onto the Subject Property from any adjacent property, any
encroachments by or from the Subject Property onto any adjacent property, and
any violation by any of the improvements on the Subject Property of any building
line or easement or restriction affecting the Subject Property. The Survey shall
also certify whether or not the Subject Property is in an area identified by an
agency or department of the Federal, State or local government as having special
flood or mudslide hazards whether or not such identification would require flood
insurance under any flood insurance laws and shall state whether the Subject
Property includes any area identified or designated by Federal, State or local
government as a wetland. Such survey shall be delivered in the form of paper
copies and on computer disk form in Auto CADD (latest format). 

8 




     6.
Delivery of Possession. Physical possession of the Subject Property shall be
delivered to Purchaser on the Date of Closing. 

     7.
Closing.
The Closing of this transaction shall take place at the office of Purchaser’s
counsel or other mutually acceptable location in Minneapolis, Minnesota, on the
date one (1) year subsequent to the date hereof (herein called the “Date of
Closing”). Purchaser may accelerate the date of Closing to a date selected by
Purchaser provided Purchaser gives Seller forty (40) days prior written notice
of such Closing Date and along with such notice Purchaser delivers to Title
Company an additional Six Hundred Thirty Thousand and no/100 Dollars
($630,000.00) as additional Earnest Money Deposit (the “Additional Earnest Money
Deposit”). Such Additional Earnest Money Deposit shall be deposited with Old
Republic National Title Insurance Company (“Title Company”) by Purchaser, and
shall be held by such Title Company in an interest bearing account. Purchaser
shall execute the W-9 form in connection therewith. Any interest earned on said
Additional Earnest Money Deposit, if any, shall become a part of the Additional
Earnest Money Deposit. Purchaser shall bear the risk of loss with respect to the
Additional Earnest Money Deposit. In the event such notice of acceleration is
given, the Purchase Price will escalate by Six Hundred Thirty Thousand and
no/100 Dollars ($630,000.00) to Four Million Two Hundred Thirty Thousand and
no/100 Dollars ($4,230,000.00). Notwithstanding the above, Seller may accelerate
the date of Closing to a date after the date forty-five (45) days after the date
of this Agreement and at least twenty (20) days subsequent to Seller’s notice of
acceleration of the date of Closing; provided, however, if Seller accelerates
the Closing there shall be no increase in the Purchase Price. 

9 




     8.
Documents to be Delivered at Closing. At Closing, Seller shall deliver to
Purchaser: 

     (i) Limited Warranty Deed conveying to Purchaser fee title to
the Subject Property, subject only to Permitted Encumbrances and such Deed shall
contain a representation by Seller that Seller does not know of any wells on the
Subject Property unless Seller provides a well disclosure certificate with
respect to any wells of which Seller has knowledge;

     (ii) “FIRPTA” affidavit in the form of Exhibit D attached
hereto and made a part hereof; 

     (iii) Seller’s Affidavit in the form
of Exhibit G attached hereto. 

     (iv) Such other documents and instruments as may reasonably be
required to carry out the terms of this Agreement. 

     (v) Taxpayer Identification and/or Federal I.D. Number
Certificate as required by Title Company. 

Purchaser shall deliver to Seller the
following instruments and documents: 

     (a) The Purchase Price in accordance
with Paragraph 4 hereof 

     (b) Such other documents and instruments as may reasonably be
required to carry out the terms of this Agreement. 

10 




At Closing, Seller and Purchaser shall
jointly deliver a closing statement to each other, and Purchaser shall provide
the certificate of real estate value, if any is required in connection with the
filing of said Limited Warranty Deed. 

     9.
Purchaser’s Entry Prior to Closing. At any time prior to the earlier of
(a) Closing or (b) the date of termination of this Agreement, Purchaser shall
have the right at reasonable times to enter upon the Subject Property solely to
examine, survey, inspect and to take soil boring tests or tests for
environmental contamination at Purchaser’s sole risk, cost and expense in order
to determine the characteristics of the Subject Property. Purchaser shall pay
all costs of such survey, inspection, soil borings and tests. Purchaser shall
notify Seller at least 48 hours prior to each entry for such purposes so that
Seller may attend such activity. Purchaser shall promptly provide to Seller
copies of all reports of its examinations, surveys, inspections and tests
without cost to Seller. Purchaser shall also be responsible for damages suffered
by Seller arising out of Purchaser’s breach of the provisions of this Paragraph
9. 

     Purchaser
hereby agrees to defend, indemnify and save Seller, its agents, employees and
contractors harmless from all liability, damage, cost and expense (including,
but not limited to, reasonable attorney’s fees) in connection with all claims,
suits, actions of every name, kind and description brought against Seller, its
agents, employees or contractors by any person or entity to the extent arising
or alleged to have arisen out of the acts or omissions of Purchaser, its agents
or employees in exercising its rights under the right of entry granted herein
unless and except to the extent the same arise out of the negligence or wrongful
act of Seller, its agents, employees and contractors. Purchaser’s obligation to
indemnify, defend and save Seller harmless shall survive Closing or termination
of this Agreement. 

11 




     10. Condition Allowing Termination by Purchaser. If any of the following conditions (which shall be for Purchaser’s benefit and may be waived by Purchaser)
occur: 

     (a) Purchaser in its sole discretion disapproves the condition
of the soil, title, survey or environmental issues relating to the Subject
Property or its potential found or determined to exist, as deemed appropriate by
Purchaser, in respect to the Subject Property whether found during its due
diligence effort or otherwise; or Purchaser determines that utilities, including
electricity, storm sewer, sanitary sewer, gas and water utilities do not exist
or are insufficient in capacity to serve Purchaser’s proposed improvements under
current zoning relating to the Subject Property; 

then, and in any such event, Purchaser
shall have the right to terminate this Agreement by written notice to Seller
given on or before the date forty-five (45) days after the date hereof, and on
such termination all payments of the Additional Earnest Money Deposit described
in Paragraph 7, if any, received by Title Company pursuant to this Agreement
together with accrued interest shall be paid by Title Company to Purchaser.


     11.
Brokerage Fees. Purchaser represents that Purchaser is represented by Northstar
Partners as Purchaser’s broker in connection with the transaction contemplated
hereby. Purchaser and Seller each represent and warrant to the other that
(except as to the fees payable by Purchaser to the party or parties identified
in the preceding sentence of this Paragraph) they have not incurred any
obligation or liability, contingent or otherwise, for brokerage or finder’s fee
or agent’s commissions or other like payment in connection with this Agreement
or the transaction contemplated hereby, and Purchaser and Seller each agree to
indemnify, defend and hold the other harmless against and in respect of any such
obligation and liability based in any way upon any other agreements,
arrangements or understandings made or claimed to have been made by the
indemnifying party with any third person. Purchaser will pay all fees payable to
Northstar Partners and its agents and co-brokers. 

12 




     12.
Costs. The
costs to be incurred in closing the transaction contemplated by this Agreement
shall be allocated to Seller and Purchaser in the event of Closing in the
following manner: 

     (a) Seller shall pay for any transfer, excise or deed tax to
be incurred in connection with the conveyance or in recording the Limited
Warranty Deed to be delivered by Seller on the Date of Closing. 

     (b) Purchaser shall pay for the recording fees incurred in
recording the Limited Warranty Deed to be delivered by Seller to Purchaser on
the Date of Closing. 

     (c) Seller shall pay all real estate taxes excluding, except
as otherwise provided, special assessments certified for payment therewith,
payable in respect to the Subject Property in the calendar year prior to the
calendar year in which Closing occurs and prior years. Further, all levied and
pending special assessments as of the date of this Agreement shall be paid in
full by Seller at or before Closing. Real estate taxes in respect to the Subject
Property (other than special assessments, which shall be paid by Seller to the
extent provided in the immediately preceding sentence) due and payable in the
calendar year in which Closing occurs shall be prorated between Seller and
Purchaser, with Purchaser paying that percentage equal to the number of days in
such year subsequent to the Tax Date divided by 365 and Seller paying the
balance. For purposes of this subparagraph (c), the Tax Date shall be deemed to
be the day immediately prior to the Date of Closing. If on the Date of Closing
the current year’s taxes are not available, the proration and allocation for
such tax parcels shall be based on the previous year’s payment and an adjustment
shall be made in cash on the date ten (10) days after the date when the current
year’s taxes and installments of special assessments are known. Special
assessments first pending after the date of this Agreement shall be paid by
Purchaser. In the event Seller has paid prior to Closing installments (including
any interest allocable thereto) of special assessments which are Purchaser’s
responsibility herein, Purchaser shall reimburse Seller for same at Closing.


     (d) Seller shall pay for the State Deed Tax and the cost of
furnishing a title commitment to Purchaser in the manner required by the
provisions of Paragraph 5 hereof, and Purchaser shall pay for the Survey and the
cost of any title insurance policy and all endorsements issued in connection
therewith. 

     (e) Purchaser and Seller shall each pay one-half (1/2) of all
costs of establishing and maintaining the escrow of the Earnest Money Deposit.


     (f) Seller and Purchaser shall each pay one-half (1/2) of any
closing fee required by Title Company to close the transaction contemplated by
this Agreement. 

     (g) Seller and Purchaser shall each pay all of the costs and
fees charged by their respective legal counsel. 

13 




13. Remedies. 

     A. In the
event Seller shall default in any material respect in the performance of any of
its obligations hereunder prior to Closing and continues in default for a period
of thirty (30) days after written notice of such default from Purchaser to
Seller, Purchaser shall have the right to terminate this Agreement, in which
event Escrow Agent shall return to Purchaser the entire Earnest Money Deposit
and all payments theretofore made to or for the benefit of Seller.
Notwithstanding anything contained in this Agreement to the contrary, such right
and remedy of Purchaser shall not deprive Purchaser of the right of commencing
legal proceedings for damages. Purchaser shall also have the option of enforcing
specific performance of this Agreement, provided this Agreement has not been
terminated as aforesaid and provided action to enforce such specific performance
is commenced within six (6) months after any such right of action arises.


     B. In the
event Purchaser shall default in any material respect in the performance of any
of its obligations hereunder other than obligations to close and continues in
default for a period of thirty (30) days after written notice of such default
from Seller to Purchaser, Seller shall have the right to terminate this
Agreement prior to the required Closing Date in accordance with applicable
Minnesota law, in which event Seller shall be entitled to retain, free of any
claim by Purchaser, the initial $100,000.00 Earnest Money Deposit as
non-refundable Earnest Money Deposit and as liquidated damages (except for
Purchaser’s obligations under Paragraphs 9 and 26 hereof) and not as a penalty.
Purchaser agrees that, in the event of such a default by Purchaser hereunder,
Seller’s damages would be difficult or impossible to determine and that an
amount equal to the initial $100,000.00 Earnest Money Deposit and such other
payments by Purchaser to Seller is a fair estimate thereof. 

14 




     C. In the
event Purchaser shall default on or after the required Closing Date in any
material respect in connection with Purchaser’s obligations hereunder to close
and continues in default for a period of thirty (30) days after written notice
of such default from Seller to Purchaser, Seller shall have the right to
terminate this Agreement on or after the required Closing Date in accordance
with applicable Minnesota law, in which event Seller shall be entitled to, and
Escrow Agent shall pay to Seller upon Seller’s demand, $1,600,000.00 as
liquidated damages (except for Purchaser’s obligations under Paragraphs 9 and
26) and not as a penalty. Purchaser agrees that, in the event of such a default
by Purchaser hereunder, Seller’s damages would be difficult or impossible to
determine and that an amount equal to $1,600,000.00 is a fair estimate thereof.
In such case, the Title Company shall be entitled to draw on the letter of
credit in order to make the required $1,500,000.00 payment ($1,600,000.00 less
the initial $100,000.00 Earnest Money Deposit) to Seller provided for herein.
Notwithstanding anything herein to the contrary, such right and remedy of Seller
shall be Seller’s sole remedy in the event of a default by Purchaser in its
obligation to close hereunder and Purchaser shall not be liable for other
damages or for specific performance except for damages under Purchaser’s
obligations under Paragraphs 9 and 26. Purchaser’s obligation to indemnify,
defend and save Seller harmless under Paragraph 9 hereof shall survive any such
termination of this Agreement. The provisions of this Agreement shall survive
termination and/or Closing in order to effectuate the provisions of this
Paragraph 13. 

     D. For
avoidance of doubt, the parties confirm that it is their intent that if this
Agreement is terminated pursuant to Section 13.B., Purchaser’s maximum liability
hereunder is $100,000.00 (plus obligations owing pursuant to Paragraphs 9 and
26, if any); if this Agreement is terminated pursuant to Section 13.C.,
Purchaser’s maximum liability is $1,600,000.00 (plus obligations owing pursuant
to Paragraphs 9 and 26, if any). 

15 




     14.
Notice. All
communications, demands, notices or objections permitted or required to be given
or served under this Agreement shall be in writing and shall be deemed to have
been duly given or served if (i) delivered in person, upon delivery, or (ii)
deposited in the United States mail, postage prepaid, for mailing by certified
or registered mail, return receipt requested, on the date of depositing the same
in the mail, (iii) by recognized overnight delivery service providing for
positive tracking of items (for example, Federal Express), on the date of
depositing the same with the delivery service, and addressed to a party to this
Agreement to the address set forth below: 

	(a)	     	If to
      Purchaser:  	     	SurModics,
      Inc.  
	  		  		9924 West 74th
      Street  
	  		  		Eden Prairie, MN
      55344  
					Attn: Bryan
    Phillips
	  
	  		with a copy
      to:  		Faegre &
      Benson  
	  		  		2200 Wells Fargo
      Center  
					90 South 7th
    Street
	  		  		Minneapolis, MN
      55402  
					Attn: Charlie
    Ferrell
	  
	(b)		If to
      Purchaser:  		Vest Mykyng
      LLC  
					6138 Arctic
Way
					Edina, MN
55436
	  
	with a
      copy to  		James L. Tucker,
      Esq.  
			Gray, Plant,
    Mooty,
	  		  		  Mooty &
      Bennett, P.A.  
	  		  		500 IDS
      Center  
	  		  		80 South Eighth
      Street  
	  		  		Minneapolis, MN
      55402-3796  
	  
	(c)		If to Title
      Company:  		Old Republic
      National Title Insurance Company  
	  		  		400 Second
      Avenue South  
	  		  		Minneapolis, MN
      55401-2499  
	  		  		Attn: Rick
      Zilka  



16 




Any party hereto may, by at least ten
(10) days notice to the other parties hereto as provided above, designate such other address for the giving of notices as deemed
necessary. 

     15.
Continued Enforceability of
Provisions. Any covenants contained herein
that are not completed or satisfied prior to the Date of Closing shall continue
in full force and effect in accordance with their terms subsequent to the Date
of Closing and shall not merge in the Closing documents. All representations and
warranties shall survive Closing and shall not merge in the Closing documents.
Any conditions to Closing shall be deemed waived at Closing unless otherwise
agreed in writing contemporaneous with Closing. 

     16.
Entire Agreement; Amendments. This Agreement constitutes the entire
agreement between the parties and no other agreements prior to this Agreement or
contemporaneous herewith (except written contemporaneous agreements) shall be
effective except as expressly set forth or incorporated herein. Neither Seller
nor Purchaser shall be bound by, or be liable for, any other warranties or other
representations made by any person, partnership, corporation or other entity
unless such other warranties or representations are set forth in a written
instrument duly executed by such respective party subsequent to the date hereof.
Any purported amendment hereto shall not be effective unless it shall be set
forth in writing and executed by the parties hereto, or their respective
successors or assigns. 

     17.
Binding Effect; Assignment; Waiver. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective permitted
successors and assigns; provided, however, neither Purchaser nor Seller shall be
released from its liability hereunder and the applicable assignee shall
expressly assume in writing the obligations of its assignor thereunder in a form
reasonably acceptable to the other party. Notwithstanding the foregoing,
Purchaser may assign this Agreement prior to or contemporaneous with Closing or
designate any third party to take title at Closing; provided, however, no such
assignment or designation shall release Purchaser from liability hereunder. No
waiver of any provision of this Agreement shall be effective unless it is in
writing, signed by the party against whom it is asserted and any such written
waiver shall only be applicable to the specific instance to which it relates and
shall not be deemed to be a continuing or future waiver. Purchaser may designate
a nominee to take title to the Subject Property and to receive all assignments
and transfers to be provided by Seller to Purchaser herein. 

17 




     18. Rules of Interpretation. 

     (a) This Agreement shall be interpreted and governed by the
laws of the State of Minnesota. 

     (b) The headings of paragraphs and sections contained herein
are for convenience only and in no way define, limit or describe the scope or
intent of this Agreement. 

     (c) Time shall be of the essence of this contract. 

     (d) Words of any gender used in this Agreement shall be held
and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise. 

     19. Exhibits. The following
exhibits are attached hereto and made a part hereof: 

	                    	Exhibit
      A:  	     	Legal
      Description  
		Exhibit
      B:  		Permitted
      Encumbrances  
		Exhibit
      C:  		FIRPTA
      Affidavit  
		Exhibit
      D:  		Seller’s Disclosures  
		Exhibit
      E:  		Seller’s Documents 
    
		Schedule
      1:  		Form Letter of
      Credit  
		Exhibit
      F:  		Memorandum of
      Purchase Agreement  
		Exhibit
      G:  		Seller’s Affidavit 
    



18 




     20.
Liability of Title Company. The sole duties of Title Company under this
Agreement shall be those described herein, and Title Company shall be under no
obligation to determine whether the other parties hereto are complying with any
requirements of law or the terms and conditions of any other agreements among
said parties. Title Company may conclusively rely upon and shall be protected in
acting upon any notice, consent, order or other document believed by it to be
genuine and to have been signed or presented by the proper party or parties.
Title Company shall have no duty or liability to verify any such notice,
consent, order or other document, and its sole responsibility shall be to act as
expressly set forth in this Agreement. Title Company shall be under no
obligation to institute or defend any action, suit or proceeding in connection
with this Agreement unless first indemnified to its satisfaction. Title Company
may consult with respect to any question arising under this Agreement and shall
not be liable for any action taken or omitted in good faith upon advice of such
counsel. 

     Title
Company shall hold any monies paid to it pursuant to this Agreement in escrow
and shall endeavor to invest such monies in certificates of deposit or interest
bearing accounts with a national banking association fully insured by the FDIC
as reasonably determined by Title Company. 

     Nothing in this Paragraph 20 relates
to any obligation of Title Company under any title commitment or policy. 

     21.
Relationship. Nothing contained in this Agreement shall constitute or be construed to
be or create a partnership, joint venture or any other relationship between
Seller and Purchaser other than the relationship of a buyer and seller of real
or personal property as set forth in this Agreement. 

19 




     22.
Exhibits/Modifications. All exhibits attached hereto contain additional terms of
this Agreement. Typewritten or handwritten provisions inserted in this form or
attached hereto shall control all printed provisions in conflict therewith.


     23.
Condemnation or Eminent Domain. In the event of any condemnation or
eminent domain proceedings for any public or quasi-public purposes at any time
prior to Closing resulting in the taking or proposed taking of any part or all
of the Subject Property, Purchaser shall close the transaction contemplated by
this Agreement subject to any such taking, in which event the purchase price
shall not be abated, provided, however, at Closing, Seller shall assign to
Purchaser and Purchaser shall be entitled to the entire award paid or payable in
respect to such taking. 

     24.
Captions and Paragraph Headings. The captions and paragraph headings
contained in this Agreement are for convenience and reference only and in no way
define, describe, extend or limit the scope or intent of this Agreement, nor the
intent of any provisions hereof. 

     25.
Attorneys’ Fees. If either Seller or Purchaser files any action or brings any proceeding
against the other arising out of this Agreement, or is made a party to any
action or proceeding brought by a third party arising out of this Agreement
without fault of the defending party, then as between Seller and Purchaser, the
prevailing party in any such action or proceeding shall be entitled to recover,
as an element of its costs of suit and not as damages, reasonable attorneys’
fees to be fixed by the court. 

     26.
Delivery of Information. Seller hereby agrees to deliver to Purchaser (unless already
delivered), within five (5) business days following the mutual execution of this
Agreement, copies of all those geotechnical reports, environmental reports, and
surveys related to the Subject Property in Seller’s possession or control,
including without limitation, those documents set forth on Exhibit E, which
Seller can find upon reasonably diligent search. Purchaser agrees to provide
within five (5) days after Purchaser’s receipt copies of all reports prepared by
or for Purchaser in connection with the transaction contemplated hereby,
including, but not limited to, surveys, geotechnical reports, environmental
reports, property condition reports. The provisions of this Paragraph 26 shall
survive Closing or termination of this agreement and shall not be subject to the
“liquidated damages” provisions herein. 

20 




     27.
Authority.
The parties executing this agreement on behalf of Purchaser and Seller,
respectively, represent and warrant that they have secured all required
approvals and consents to execute this Agreement so that upon execution it is
the valid and binding agreement of Purchaser and Seller, respectively.


     28.
Condition. This Agreement shall be void if not executed by Seller and
delivered to Purchaser on or before August 27,
2007. 

     29.
Tax Deferred Exchange. Purchaser acknowledges that Seller may desire to utilize a
tax-deferred exchange to sell the Property to Purchaser. Purchaser shall not be
required to participate in any such exchange unless (a) Seller is not released
from any of its obligations herein, (b) Purchaser is not required to assume any
additional risks, costs, or obligations by reason thereof, (c) such exchange
will not delay the closing in any manner, (d) Seller shall pay all of
Purchaser’s increased costs (including reasonable attorney’s fees for review of
documentation) arising out of such exchange or proposed exchange, and (e)
Purchaser shall not be required to take title to any property other than the
Subject Property. 

     Seller acknowledges that Purchaser
may desire to utilize a tax-deferred exchange to
purchase the Property from Seller. Seller shall not be required to participate
in any such exchange unless (a) Purchaser is not released from any of its
obligations herein, (b) Seller is not required to assume any additional risks,
costs, or obligations by reason thereof, (c) such exchange will not delay the
closing in any manner, (d) Purchaser shall pay all of Seller’s increased costs
(including reasonable attorney’s fees for review of documentation) arising out
of such exchange or proposed exchange, and (e) Seller shall not be required to
take title to any property other than the Subject Property. 

21 




     30. Additional Earnest Money Deposit/Letter of Credit. 

          (1) In the event that Purchaser has not terminated this
Agreement on or before the date forty-five (45) days after the date of this
Agreement pursuant to the provisions of Paragraph 10 hereof, Purchaser shall
deliver to Title Company, on or before such date, as further Additional Earnest
Money Deposit an unconditional, irrevocable standby letter of credit (“Letter of
Credit”). This Letter of Credit and any replacements thereof shall conform in
form and substance to the attached Schedule 1 (or shall be otherwise acceptable
to Seller) and shall: 

     (a) be issued by Wells Fargo Bank Minnesota, N.A. or any other
national bank with principal offices located in the state of Minnesota,
reasonably acceptable to Seller; 

     (b) name Title Company as
beneficiary thereunder; 

     (c) have a term ending not less than fourteen (14) months
after the date of issuance; 

     (d) automatically renew for one-year periods unless issuer
notifies beneficiary in writing, at least sixty (60) days prior to the
expiration date, that issuer elects not to renew the Letter of Credit;


     (e) provide for payment to beneficiary of $1,600,000.00 in
immediately available funds, denominated in United States dollars, upon
presentation of a Sight Draft substantially conforming to the form attached as
Exhibit A to the Letter of Credit; 

     (f) provide that draws may be presented, and are payable, at a
specified office of the issuer in Minneapolis, Minnesota; 

22 




     (g) be payable against Sight Drafts which only require the
beneficiary to state that a Draw Event (as that term is defined below) has
occurred, specifying the specific nature of the Draw Event, and stating that the
draw is payable to the order of beneficiary as a result; 

     (h) permit partial and multiple
draws; 

     (i) permit multiple transfers by beneficiary, provided that
any transferee shall be a subsequent holder of beneficiary’s obligations under
this Agreement and/or any escrow agreements in connection therewith; 

     (j) waive any rights issuer may have, at law or otherwise, to
subrogate to any claims beneficiary may have against applicant; and 

     (k) is governed by the International Standby Practices 1998,
published by the International Chamber of Commerce. 

     The
Letter of Credit (as the same is transferred, extended, renewed or replaced)
must be maintained until the Letter of Credit has been returned to Purchaser, if
at all, pursuant to the terms of this Agreement or until such time as the amount
available under the Letter of Credit has been reduced to zero by draws made
thereon and no amount remains available thereunder pursuant to the provisions
hereof. The Letter of Credit shall be returned to Purchaser at Closing and
satisfaction of all Purchaser’s obligations under this Agreement. 

     In the
event Purchaser fails to provide the initial Letter of Credit as required herein
on or before the date forty-five (45) days after the date hereof, such failure
shall be deemed an election by Purchaser to terminate this Agreement under
Paragraph 10 and the Additional Earnest Money Deposit, if any, shall be
transferred by Title Company to Purchaser and neither party shall have any
further obligation to the other except pursuant to Paragraph 9 and Paragraph 26
hereof 

     (2) Title Company may freely
transfer the Letter of Credit to a subsequent holder of Title Company’s
obligations under this Agreement accruing subsequent to the applicable transfer
without (i) Purchaser’s consent, (ii) restriction on the number of transfers, or
(iii) condition, other than presentment to issuer of the original Letter of
Credit and a duly executed transfer document conforming to the form attached as
Exhibit B to the Letter of Credit. Purchaser is solely responsible for any bank
fees or charges imposed by issuer in connection with the issuance of the Letter
of Credit or any transfer, renewal, extension, or replacement thereof. If
Purchaser fails to timely pay such transfer fees, Seller or Title Company may,
at their option and without notice to Purchaser, elect to pay any transfer fees
to issuer when due, and upon payment, such amount will become immediately due
and payable from Purchaser to the party advancing such payment together with
interest at eight percent (8%) per annum.

23 




     (3) Definition
of Draw Event. “Draw Event” means the occurrence of any of the
following
events:

     (a) Purchaser’s breach of any of its
obligations to close the transaction contemplated hereby and such failure
continues for a period of ten (10) days after notice of such failure has been
given by Seller to Purchaser as certified by Seller to Title Company in writing;
or

     (b) Purchaser fails to timely cause
the Letter of Credit to be renewed or replaced, as required in subparagraph (6)
below; or

     (c) Termination of this Agreement by
Seller pursuant to Paragraph 13(C) hereof.

     (4)
Draw and Draw Proceeds. Immediately upon the occurrence and during the
continuance of a Draw Event, Title Company may draw on the Letter of Credit and
continue to hold the proceeds as a part of Additional Earnest Money Deposit;
provided that Title Company shall provide Purchaser and Seller with written
notice of Title Company’s draw not later than three (3) business days following
such draw. The term “Draw Proceeds” means the cash proceeds of any draw or draws
made by Title Company under the Letter of Credit. Any delays by Title Company in
drawing on the Letter of Credit or using the Draw Proceeds will not constitute a
waiver by Seller or Title Company of any of their respective rights hereunder
with respect to the Letter of Credit or the Draw Proceeds. The Draw Proceeds
shall be subject to the provisions relating to disposition of the Additional
Earnest Money Deposit and the “liquidated damages” provisions as set forth in
this Agreement.

24




     (5)
Renewal and Replacement. The Letter of Credit
must provide that it will be automatically renewed unless issuer provides
written notice of non-renewal to Seller and Title Company at least sixty (60)
days prior to the expiration of the Letter of Credit. If written notice of
non-renewal is received from issuer, Purchaser must renew the Letter of Credit
or replace it with a new Letter of Credit at least thirty (30) days and no more
than sixty (60) days prior to the date of expiration date of the then current
Letter of Credit. Any renewal or replacement Letter of Credit must meet the
criteria set forth in Paragraph (1) above, and must have a term commencing no
later than the stated expiration date of the immediately prior Letter of Credit.
Failure to provide a renewal or replacement Letter of Credit as provided above
will, at Seller’s election be deemed an uncured and uncureable default under
this Agreement.

     (6) Additional
Agreements of Purchaser. Purchaser expressly acknowledges and
agrees
that:

     (a) the Letter of Credit constitutes a separate and
independent contract between Title Company and issuer, and Purchaser has no
right to submit a draw to issuer under the Letter of Credit;

     (b) Purchaser is not a third party beneficiary of such
contract, and Title Company’s ability to either draw under the Letter of Credit
or the full or any partial amount thereof or to apply Draw Proceeds may not, in
any way, be conditioned, restricted, limited, altered, impaired or discharged by
virtue of any laws to the contrary, including, but not limited to, any laws that
restrict, limit, alter, impair, discharge or otherwise affect any liability that
Purchaser may have under this Agreement or any claim that Seller has or may have
against Purchaser;

     (c) Neither the Letter of Credit nor any Draw Proceeds will be
or become the property of Purchaser, and Purchaser does not and will not have
any property right or interest therein;

     (d) Purchaser is not
entitled to any interest on any Draw Proceeds;

25




     (e) Neither the Letter of Credit nor any Draw Proceeds
constitute an advance payment of the Purchase Price unless and until applied by
Title Company to the Purchase Price in connection with Closing;

     (f) Neither the Letter of Credit nor any Draw Proceeds
constitute a measure of Seller’s damages resulting from any Draw Event, event of
default, or other breach, failure, or default (past, present, or future) under
this Agreement; and

     (g) Purchaser will cooperate with Seller and Title Company, at
Purchaser’s own expense, in promptly executing and delivering to Title Company
all modifications, amendments, renewals, extensions and replacements of the
Letter of Credit, as Title Company may reasonably request to carry out the terms
and provisions of this subparagraph 6.

     (7)
Purchaser’s Actions. If Purchaser, or any person
or entity on Purchaser’s behalf or at Purchaser’s discretion or direction,
brings any proceeding or action to contest, enjoin, interfere with, restrict or
limit, in any way whatsoever, any one or more draw requests or payments under
the Letter of Credit, and if Purchaser does not prevail in such action,
Purchaser will be liable for any and all direct damages resulting therefrom or
arising in connection therewith, including, without limitation, reasonable
attorney’s fees and costs.

     (8)
Provided that the transaction contemplated hereby is closed in accordance with
its terms with or without use of any Draw Proceeds, or in the event this
Agreement is terminated by reason of Seller’s default, Title Company shall
return the Letter of Credit to the issuer for cancellation and any unused Draw
Proceeds to Purchaser.

     31.
Purchaser agrees, which agreement shall survive Closing and delivery of the
deed, that in the event Purchaser sells or conveys an interest or makes an
agreement to sell or convey an interest or grants an option to purchase an
interest in the Subject Property to a third party on or before the date three
(3) years after the date of Closing, Purchaser agrees to pay to Seller an amount
equal to the amount that the gross net selling price (after deducting from the
gross selling price all direct expenses of sale, such as expenses of brokers,
title insurance, survey and soil testing costs) or other consideration received
by Purchaser for the Subject Property exceeds the Purchase Price paid by
Purchaser to Seller under this Agreement. Such payment, if any, shall be payable
upon closing of the sale or transfer of the Subject Property or a portion
thereof. If Purchaser shall have made improvements to the Subject Property, an
amount equal to the lower of (a) the fair market value of such improvements or
(b) the actual cost of such improvements shall be excluded in determining the
price or consideration received by Purchaser. Notwithstanding anything to the
contrary, the provisions of this Section 31 shall not apply to: (i) any sale or
transfer by Purchaser to an entity under the control of Purchaser or an entity
under common control with Purchaser, or (ii) sale of all or substantially all of
Purchaser’s assets. For clarity, this Section 31 does not apply to transfers of
stock or other equity interests in Purchaser.

26




     32.
Quit Claim Deed. In the event of termination of
this Agreement for any reason, within ten (10) days after Seller’s request,
Purchaser will deliver to Seller in form and substance acceptable to Seller, a
quit claim deed to the Subject Property in recordable form. In the event
Purchaser fails to so deliver such quit claim deed, Purchaser will indemnify,
defend and hold harmless Purchaser from all loss, claim, damage and expense
arising out of Purchaser’s failure to deliver such quit claim deed.

     33.
Confidentiality. Except as set forth in the Memorandum of Purchase
Agreement as set forth in Section 34 below, Purchaser agrees to hold in
confidence until Closing or termination of this Agreement, the terms and
contents of this Agreement and not to disclose such matters to any third party
without the prior written consent of Seller except after the date forty-five
(45) days after the date of this Agreement with regard to Purchaser’s mandatory
reporting obligations, if any, as a public company and except as reasonably
necessary on an absolute “need-to-know” basis to coordinate with any contractors
or the City of Eden Prairie or other governmental body for Purchaser’s due
diligence and planning for use and improvements of the Subject Property.
Notwithstanding the above, prior to the date forty-five (45) days after the date
of this Agreement, Purchase may make a Form 8-K disclosure to the Securities and
Exchange Commission as follows:

27




On August ____, 2007, SurModics, Inc. (the “Company’) entered into a
Purchase Agreement (the “Agreement’) with Vest Mykyng LLC (the “Seller’),
pursuant to which, subject to the terms and conditions of the Agreement, the
Company will purchase a parcel of land from the Seller. The Agreement is a
“Material Contract” as defined under Item 601(b)(10)(ii)(C) of Regulation S-K
under the Securities Exchange Act of 1934 because the Agreement is a contract
calling for the acquisition of property for consideration exceeding 15% of the
book value of the property, plant and equipment of the Company on a consolidated
basis. However, the consummation of the transactions contemplated by the
Agreement will not be deemed to involve a “significant amount of assets” under
Instruction 4 to Item 2.01 of Form 8-K because the amount to be paid for the
land will not exceed 10% of the total assets of the Company on a consolidated
basis. The transactions contemplated by the Agreement are expected to close
between 45 days and one year after the date of the
Agreement.

     34.
Memorandum of Purchase Agreement. Purchaser and
Seller shall sign, upon execution hereof, the Memorandum of Purchase Agreement
in the form attached hereto as Exhibit F, to be held by Title Company pursuant
to the provisions hereof, which shall at Purchaser’s request to Title Company,
and at Purchaser’s expense be recorded by Title Company at the Office of the
County Recorder or Registrar of Titles, as applicable, in Hennepin County,
Minnesota. Such Memorandum of Purchase Agreement may only be recorded after the
date which is the later of (a) the date forty-five (45) days after the date
hereof, or (b) the date Purchaser delivers to Title Company the initial Letter
of Credit set forth in Paragraph 30 hereof. Within five (5) days after
termination of this Agreement or Closing, Purchaser shall cause an instrument to
be recorded to release such Memorandum of Purchase Agreement of record. In the
event Purchaser fails to do so, Purchaser shall indemnify and defend Seller from
all loss, claim, damage, or expense arising out of Purchaser’s failure to do so.
The provisions of this Paragraph 34 shall survive Closing and/or termination of
this Agreement.

28




     35.
Mortgaging of Subject Property. Purchaser shall
have the right to subject the Subject Property or any portion thereof to a
mortgage in the amount of $1,500,000.00 or less. Said mortgage must be pursuant
to an arm’s length mortgage transaction with a bona fide third-party lender.
Purchaser agrees that it will subordinate its rights under this Agreement to the
mortgagee’s interest in the Subject Property under the mortgage and collateral
mortgage documents. Such mortgagee shall be required to provide to Purchaser
notice of foreclosure at the time of publication of any notice of
foreclosure.

(Signature page
follows.)

29




     IN WITNESS
WHEREOF, the parties hereto have set their hands as of the day and year first
above written.

	Dated:  24 August,
      2007  	SELLER:  
		 
	 	Vest Mykyng
      LLC  
	 	By:  	/s/ [Illegible]  
	 	Its:  	PRESIDENT  
	 
	Dated:  Aug 24,
      2007  	PURCHASER:  
		 
	 	SurModics,
      Inc.  
	 	By:  	/s/ Bruce J Barclay  
	 	Its:  	President & CEO  



30




CONSENT

     The
undersigned, Old Republic National Title Insurance Company, hereby consents to
the terms and conditions relating to escrow of the Additional Earnest Money
Deposit, if any, and the Letter of Credit described in the foregoing Purchase
Agreement.


	OLD REPUBLIC
      NATIONAL TITLE  
	INSURANCE
      COMPANY  
	 
      
	 
      
	   
	By: 
      	/s/ [Illegible]  
	Its:  	Assistant Vice President 
      
	 
	Dated: August
      24, 2007  




31




EXHIBIT
A

Legal
Description

Lot 2, Block 1,
Norseman Industrial Park Sixth Addition, according to the recorded plat thereof,
Hennepin County, Minnesota.




EXHIBIT
B

	1.	     	
      Building, zoning and subdivision
      ordinances, state and federal regulations.

	 
	2.		
      Real estate taxes not yet due and
      payable.

	 
	3.		
      All exceptions to title shown on
      the Commitment or Survey waived or not objected to by
    Purchaser.

	 
	4.		
      If Purchaser fails to obtain the
      Survey in accordance with the requirements herein, matters which would be
      shown on an accurate survey of the Subject Property.

	 





EXHIBIT
C

NON-FOREIGN
TRANSFEROR’S CERTIFICATION 
(Entity Transferor)

     Section
1445 of the Internal Revenue Code provides that a transferee of a U.S. real
property interest must withhold tax if the transferor is a foreign person. For
U.S. tax purposes (including section 1445), the owner of a disregarded entity
(which has legal title to a U.S. real property interest under local law) will be
the transferor of the property and not the disregarded entity. To inform the
transferee that withholding of tax is not required upon the disposition of a
U.S. real property interest by [name of transferor], the undersigned
hereby. certifies the following on behalf of [name of
transferor]:

     1.
[Name of transferor] is not a foreign corporation, foreign partnership,
foreign trust, or foreign estate (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations);

     2. [Name of
transferor]’s U. S. employer identification number is
______________________________________________;

     3. [Name
of transferor]’s office address is
_______________________________________________________________

____________________________________________________; and

     4.
[Name of transferor] is not a “disregarded entity” as defined in IRS
Regulation 1.1445-2 (b)(iii).

     [Name
of transferor] understands that this certification may be disclosed to the
Internal Revenue Service by transferee and that any false statement contained
herein could be punished by fine, imprisonment or both.

     Under
penalties of perjury, I declare that I have examined this certification and to
the best of my knowledge and belief it is true, correct and complete, and I
further declare that I have authority to sign this document on behalf of
[name of transferor].

	Date:
      ___________, 20__  	  	 
	 	Signature  	
	 	
	 	  	
	 	Title  	






EXHIBIT
D

DISCLOSURES AND DISCLOSURE
DOCUMENTS

	1.	     	
      Seller discloses that dumping of
      debris and materials on the Subject Property has occurred from time to
      time which was unauthorized by Seller.

	 
	2.		
      Seller discloses matters set
      forth and/or referred to in letter from Darwin Schulz, Hennepin County
      Department of Environmental Services dated May 10, 2007.

	 





SCHEDULE
1

FORM OF LETTER OF
CREDIT

[LETTERHEAD OF ISSUING
BANK]

	IRREVOCABLE STANDBY LETTER  
      	DATE OF ISSUANCE: 	  	 
	OF CREDIT NO:   	  	 	EXPIRATION DATE: 	  	 
	 	
	BENEFICIARY:  
      	APPLICANT:  
    
	 	
	(TITLE COMPANY)  	  	 	(PURCHASER)   	  	 
	  	 	  	 
	  	 	  	 
	  	 	  	 



AS THE ISSUING BANK
(“ISSUER”), WE HEREBY ESTABLISH THIS IRREVOCABLE STANDBY LETTER OF CREDIT
NO. ______________ IN FAVOR OF THE ABOVE-NAMED BENEFICIARY (“BENEFICIARY”) FOR THE ACCOUNT
OF THE ABOVE-NAMED APPLICANT (“APPLICANT”) IN THE AMOUNT OF USD $ _____________ U.S.
DOLLARS).

BENEFICIARY MAY DRAW
ALL OR ANY PORTION OF THIS LETTER OF CREDIT AND ISSUER WILL MAKE FUNDS
IMMEDIATELY AVAILABLE TO BENEFICIARY UPON PRESENTATION OF BENEFICIARY’S DRAFT(S)
AT SIGHT IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT “A” (“SIGHT
DRAFT”), DRAWN ON ISSUER AND ACCOMPANIED BY THIS LETTER OF CREDIT. ALL SIGHT
DRAFT(S) MUST BE SIGNED AND ENDORSED ON BEHALF OF BENEFICIARY, INDICATE THE
SIGNATOR’S TITLE OR OTHER OFFICIAL CAPACITY, AND BE ACCOMPANIED BY BENEFICIARY’S
AFFIDAVIT ATTESTING TO THE FACT THAT A DRAW EVENT HAS OCCURRED AND SPECIFYING
THE NATURE OF THAT EVENT. THE ISSUER WILL EFFECT PAYMENT UNDER THIS LETTER OF
CREDIT NOT LATER THAN THE CLOSE OF BUSINESS ON THE NEXT BUSINESS DAY FOLLOWING
PRESENTMENT OF THE SIGHT DRAFT(S).

ISSUER WILL HONOR ANY
SIGHT DRAFT(S) PRESENTED IN SUBSTANTIAL COMPLIANCE WITH THE TERMS OF THIS LETTER
OF CREDIT AT ISSUER’S OFFICE LOCATED IN MINNEAPOLIS, MINNESOTA, ON OR BEFORE THE
ABOVE STATED EXPIRATION DATE, AS SUCH EXPIRATION DATE MAY BE EXTENDED HEREUNDER.
PARTIAL AND MULTIPLE DRAWS ARE PERMITTED ON ANY NUMBER OF OCCASIONS. FOLLOWING
ANY PARTIAL DRAW, ISSUER WILL ENDORSE THIS LETTER OF CREDIT AND RETURN THE
ORIGINAL TO BENEFICIARY..

ISSUER ACKNOWLEDGES
THAT THIS LETTER OF CREDIT IS ISSUED PURSUANT TO THE PROVISIONS OF THAT CERTAIN
PURCHASE AGREEMENT BETWEEN SIGMUND J. HELLE AND SURMODICS, INC. FOR LAND LOCATED
IN EDEN PRAIRIE, MINNESOTA (“PURCHASE AGREEMENT”). NOTWITHSTANDING ANY REFERENCE
IN THIS LETTER OF CREDIT TO THE PURCHASE AGREEMENT OR ANY OTHER DOCUMENTS,
INSTRUMENTS OR AGREEMENTS, OR REFERENCES IN THE PURCHASE AGREEMENT OR ANY OTHER
DOCUMENTS, INSTRUMENTS OR AGREEMENTS TO THIS LETTER OF CREDIT, THIS LETTER OF
CREDIT CONTAINS THE ENTIRE AGREEMENT BETWEEN BENEFICIARY AND ISSUER RELATING TO
THE OBLIGATIONS OF ISSUER HEREUNDER.




THIS LETTER OF CREDIT
WILL BE AUTOMATICALLY EXTENDED EACH YEAR WITHOUT AMENDMENT FOR A PERIOD OF ONE
YEAR FROM THE EXPIRATION DATE HEREOF, AS EXTENDED, UNLESS AT LEAST SIXTY (60)
DAYS PRIOR TO THE EXPIRATION DATE, ISSUER NOTIFIES BENEFICIARY BY REGISTERED
MAIL THAT IT ELECTS NOT TO EXTEND THIS LETTER OF CREDIT FOR SUCH ADDITIONAL
PERIOD. NOTICE OF NON-EXTENSION WILL BE GIVEN BY ISSUER TO BENEFICIARY AT
BENEFICIARY’S ADDRESS SET FORTH HEREIN OR AT SUCH OTHER ADDRESS AS BENEFICIARY
MAY DESIGNATE TO ISSUER IN WRITING AT ISSUER’S LETTERHEAD
ADDRESS.

THIS LETTER OF CREDIT
IS FREELY TRANSFERABLE IN WHOLE OR IN PART, AND THE NUMBER OF TRANSFERS IS
UNLIMITED. ISSUER AGREES THAT IT WILL EFFECT ANY TRANSFERS IMMEDIATELY UPON
PRESENTATION TO ISSUER OF THIS LETTER OF CREDIT AND A WRITTEN TRANSFER REQUEST
SUBSTANTIALLY IN THE FORM OF THE COMPLETED TRANSFER FORM ATTACHED HERETO AS
EXHIBIT “B.” SUCH TRANSFER WILL BE EFFECTED AT NO COST TO BENEFICIARY. ANY
TRANSFER FEES ASSESSED BY ISSUER WILL BE PAYABLE SOLELY BY APPLICANT, AND THE
PAYMENT OF ANY TRANSFER FEES WILL NOT BE A CONDITION TO THE VALIDITY OR
EFFECTIVENESS OF THE TRANSFER OR THIS LETTER OF CREDIT.

ISSUER WAIVES ANY
RIGHTS IT MAY HAVE, AT LAW OR OTHERWISE, TO SUBROGATE TO ANY CLAIMS BENEFICIARY
MAY HAVE AGAINST APPLICANT OR APPLICANT MAY HAVE AGAINST
BENEFICIARY.

EXCEPT AS OTHERWISE
EXPRESSLY MODIFIED HEREIN, THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE
INTERNATIONAL STANDBY PRACTICES 1998, PUBLISHED BY THE INTERNATIONAL CHAMBER OF
COMMERCE.


	ISSUER: 	 
	By: 	   
	 	AUTHORIZED
      SIGNATURE 
	Its: 	   




2




EXHIBIT
“A”

TO LETTER OF
CREDIT

SIGHT
DRAFT

Sight
Draft

$_____________________ 

     At sight,
pay to the order of [Name of Beneficiary to be inserted], the amount of USD
$______________ (__________________ and 00/100ths U.S. Dollars).

     Drawn
under [Name of Issuer to be inserted] Standby Letter of Credit No._________________.


	Dated: _________________, 20__  
	  
	[Name of
      Beneficiary to be inserted]  
	  
	By:  	   
	         Its
      Authorized Representative and [Title or Other Official  
	         Capacity to
      be inserted]  




To: [Name and Address of Issuer to be
inserted]

3




EXHIBIT
“B”

TO LETTER OF
CREDIT

FORM OF TRANSFER
REQUEST

IRREVOCABLE STANDBY LETTER OF

CREDIT NO: _____________________

	CURRENT
      BENEFICIARY:                       
      APPLICANT: 
	 
    	 	 
    	 
	 		 	
	 		 	
	 		 	



TO: [NAME OF ISSUING
BANK]

The undersigned, as
the current “Beneficiary” of the above referenced Letter of Credit, hereby
requests that you reissue the Letter of Credit in favor of the transferee named
below [INSERT TRANSFEREE NAME AND ADDRESS BELOW]:

	   
      
	 
	 
	 


From and after the
date this transfer request is delivered to the Issuer, the transferee shall be
the “Beneficiary” under the Letter of Credit for all purposes and shall be
entitled to exercise and enjoy all of the rights, privileges and benefits
thereof.

	DATED:   	[NAME OF BENEFICIARY] 
	   
	   	By 	 
    
	   	Name 	 
    
	   	Title 	 
    
	 	 
	 	 
	 	
      [NOTARY
      ACKNOWLEDGMENT] 




[TO BE SIGNED BY A
PERSON PURPORTING TO BE AN AUTHORIZED REPRESENTATIVE OF THE BENEFICIARY AND INDICATING THEIR TITLE
OR OTHER OFFICIAL CAPACITY, AND ACKNOWLEDGED BY A NOTARY
PUBLIC.]

4




EXHIBIT
E

SELLER’S
DOCUMENTS

	1.		
      Certificate of
      Survey/Topography by Ron Kreuger and Associates dated January
      1989.

	 
	2.		
      Soil Test Report
      by Braun Engineering dated 23/5/89.

	 
	3.		
      Letter from
      Darwin Schulz, Hennepin County Department of Environmental Services dated
      May 10, 2007.

	 
	4.		
      ALTA survey of
      Lot 1 dated 9/14/98.

	 
	5.	     	
      City Engineering
      documents relating to road and utilities last revised 9/27/84, Sheets 1,
      3, 4 and 5.

	 


5




EXHIBIT
F

MEMORANDUM OF
PURCHASE AGREEMENT

     THIS
MEMORANDUM OF PURCHASE AGREEMENT, made this __ day of ___________________, 2007,
by SurModics, Inc., a Minnesota corporation (“Purchaser”), and Vest Mykyng LLC,
a Minnesota limited liability company (“Seller”).

RECITALS

     Seller
and Purchaser are parties to a Purchase Agreement dated as of
______________________, 2007 (the “Purchase Agreement”) providing for sale to
Purchaser of the real estate in Hennepin County, Minnesota, described on
Exhibit A hereto (the “Property”), and desire to provide recordable
evidence thereof.

         NOW, THEREFORE, the parties hereto hereby agree as
follows:

     1.
Subject to and on the terms, conditions, and provisions of the Purchase
Agreement, Seller has agreed and hereby agrees to sell, and Purchaser has agreed
and hereby agrees to buy, the Property.

     2. This
Memorandum may be executed in counterparts each of which shall be considered an
original.

     3. This
Memorandum is solely to give notice of the existence of such Purchase
Agreement.

     IN
WITNESS WHEREOF, the parties hereto have caused these presents to be made as of
the day and year first above stated.

Signature page
follows.




SIGNATURE PAGE
TO
MEMORANDUM
OF PURCHASE AGREEMENT


	SELLER:   
	Vest Mykyng LLC  

	  
	By:   	 
    
	Its:   	 
    




	STATE OF MINNESOTA    	)  
		) ss.   
	COUNTY OF HENNEPIN 	) 


     The foregoing instrument was
acknowledged before me this __ day of ____________________, 2007, by
____________________________ the ______________________ of Vest Mykyng LLC, a
Minnesota limited liability company, on behalf of the limited liability
company.


	  
	Notary Public  
  







SIGNATURE PAGE
TO
MEMORANDUM
OF PURCHASE AGREEMENT


	PURCHASER:  
	 
	SurModics, Inc.  
	 
	By: 	 
	Its: 	 




	STATE OF MINNESOTA    	)  
		) ss.   
	COUNTY OF HENNEPIN 	) 


     The
foregoing instrument was acknowledged before me this __ day of
____________________, 2007, by ____________________________, the
______________________ of SurModics, Inc., a Minnesota corporation, on behalf of
the corporation.


	  
	Notary Public  
  




THIS INSTRUMENT WAS
DRAFTED BY:

Faegre & Benson
LLP (AW) 
2200 Wells Fargo Center 
90 South Seventh Street

Minneapolis, MN 55402 
Phone: (612) 766-7000




EXHIBIT
A

Lot 2, Block 1,
Norseman Industrial Park Sixth Addition, according to the recorded plat thereof,
Hennepin County, Minnesota




EXHIBIT
G

	STATE OF
      MINNESOTA 	) 	
		)ss.	
	COUNTY OF
      HENNEPIN  	) 	Affidavit
      Regarding Seller(s)



	 		____________________________ , being first duly sworn, on oath
      say(s) that:
	   
	1.		
      (They are) (__he is) the
      ________________ and ____________________ of Vest Mykyng LLC, a Minnesota
      limited liability company, the company named as _____________________ in
      the document dated August ____, 2007, and filed for record
      _________________________, 2007, as Document No. _________________, (or in
      Book ____________________, of ___________________, Page _____________), in
      the Office of the County Recorder of Hennepin County,
    Minnesota.

	  
	2.		
      Said entity’s principal place of
      business is at 6138 Arctic Way, Edina, Minnesota 55436, and said company’s
      previous principal place(s) of business during the past ten years
      (has)(have) been at:

	  
	3.		There have been
      no:
	  
	 		a.		
      Bankruptcy, divorce or
      dissolution proceedings involving said person during the time said person
      has had any interest in the premises described in the above document
      (“Premises”);

	  
	 		b.		
      Unsatisfied judgments of record
      against said persons nor any actions pending in any courts, which affect
      the Premises;

	  
	 		c.	    	Tax liens against said
      person(s);
	 		except as herein
      stated:
	  
	4.		
      Any bankruptcy or dissolution
      proceedings of record against entities with the same or similar names,
      during the time period in which the above named entity had any interest in
      the Premises, are not against the above named entity.

	  
	5.		
      Any judgments, or tax liens of
      record against entities with the same or similar names are not against the
      above named entity except as recorded.

	  
	6.		
      There has been no labor or
      materials furnished to the Premises for which payment has not been
      made.

	  
	7.	    	
      There are no persons in
      possession of any portion of the Premises other than pursuant to a
      recorded document except as stated herein:



     Affiants
know the matters herein stated are true and make(s) this Affidavit for the
purpose of inducing the passing of title to the Premises.


	 
	 







Subscribed and sworn
to before me this 
_____ day of ____________, 2007

 

______________________________
Notary Public

	
   NOTARIAL STAMP OR SEAL (OR OTHER TITLE OR
      RANK)	THIS INSTRUMENT WAS DRAFTED BY
(NAME AND ADDRESS):
Gray,
      Plant, Mooty, Mooty & Bennett, P.A.
500 IDS Center
80 South Eighth
      Street
Minneapolis, MN
      55402
(JLT)