EXHIBIT 10.3 

SUPPLEMENTAL INDENTURE 

SUPPLEMENTAL INDENTURE (this “*Supplemental Indenture*”), dated as ofJune 8, 2010, among Angiotech America, Inc. and Angiotech Florida Holdings, Inc. (each, a “*Guaranteeing Subsidiary*” and, collectively, the “*Guaranteeing Subsidiaries*”), subsidiaries of AngiotechPharmaceuticals, Inc. (or its permitted successor), a corporation organized under the Business Corporations Act of the Province of British Columbia (the “*Company*”), the Company, the other Guarantors (as defined in the Indenturereferred to herein) and Deutsche Bank National Trust Company, as successor to Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (the “*Trustee*”). 

W I T N E S S E T H 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the“*Indenture*”), dated as of December 11, 2006, providing for the issuance of Senior Floating Rate Notes due 2013 (the “*Notes*”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliverto the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the“*Note Guarantee*”); and 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trusteeis authorized to execute and deliver this Supplemental Indenture. 

NOW, THEREFORE, in consideration of theforegoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shallhave the meanings assigned to them in the Indenture. 

2. AGREEMENT TOGUARANTEE. The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10thereof. 

3. NO RECOURSE AGAINST OTHERS. No past,present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiaries, as such, shall have any liability for any obligations of the Company or any of the Guaranteeing Subsidiaries under the Notes, anyNote Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. Thewaiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Securities and Exchange Commission that such a waiver isagainst public policy. 

4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALLGOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signedcopy shall be an original, but all of them together represent the same agreement. 

6. EFFECTOF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or inrespect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company. 

 

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IN WITNESS WHEREOF, the parties hereto have caused this SupplementalIndenture to be duly executed and attested, all as of the date first above written. 

Dated: June 8, 2010

 

ANGIOTECH FLORIDA HOLDINGS, INC.

By:
 
      /s/ Jay Dent         
 
Name:  Jay Dent

Title:    Treasurer

 

ANGIOTECH AMERICA, INC.

By:
 
      /s/ Jay Dent         
 
Name:  Jay Dent

Title:    Treasurer

 

ANGIOTECH PHARMACEUTICALS, INC.

By:
 
      /s/ Jay Dent         
 
Name:  Jay Dent

Title:    SVP, Finance

 

AFMEDICA, INC.

By:
 
      /s/ Jay Dent         
 
Name:  Jay Dent

Title:    Treasurer

 

AMERICAN MEDICAL INSTRUMENTS HOLDINGS, INC.

By:
 
      /s/ David D. Phinney        
 
Name:  David D. Phinney

Title:    Secretary

ANGIOTECH BIOCOATINGS CORP.

By:
 
      /s/ Jay Dent         
 
Name:  Jay Dent

Title:    Treasurer

 

ANGIOTECH CAPITAL, LLC

By:
 
      /s/ David D. Phinney        
 
Name:  David D. Phinney

Title:    Manager

 

ANGIOTECH DELAWARE, INC.(F/K/A AMERICAN

MEDICAL INSTRUMENTS,INC.

By:
 
      /s/ David D. Phinney        
 
Name:  David D. Phinney

Title:    Director

 

ANGIOTECH INTERNATIONAL HOLDINGS, INC.

By:
 
      /s/ Jay Dent         
 
Name:  Jay Dent

Title:    Director

 

ANGIOTECH INVESTMENT PARTNERSHIP, by its

partners,
*ANGIOTECH PHAMACEUTICALS, INC.*
By:
 
      /s/ Jay Dent         
 
Name:  Jay Dent

Title:    SVP, Finance

*3091796 NOVA SCOTIA COMPANY*

By:
 
      /s/ Jay Dent         
 
Name:  Jay Dent

Title:    Director

ANGIOTECH PHARMACEUTICALS (US), INC.

By:
 
      /s/ Jay Dent         
 
Name:  Jay Dent

Title:    SVP, Finance

 

BG SULZLE, INC.

By:
 
      /s/ David D. Phinney        
 
Name:  David D. Phinney

Title:    Secretary

 

MANAN MEDICAL PRODUCTS, INC.

By:
 
      /s/ David D. Phinney        
 
Name:  David D. Phinney

Title:    Secretary

 

MEDICAL DEVICE TECHNOLOGIES, INC.

By:
 
      /s/ David D. Phinney        
 
Name:  David D. Phinney

Title:    Secretary

 

NEUCOLL, INC.

By:
 
      /s/ Jay Dent         
 
Name:  Jay Dent

Title:    Treasurer

 

QUILL MEDICAL, INC.

By:
 
      /s/ Jay Dent         
 
Name:  Jay Dent

Title:    Treasurer

SURGICAL SPECIALTIES CORPORATION

By:
 
      /s/ David D. Phinney        
 
Name:  David D. Phinney

Title:    Secretary

 

SURGICAL SPECIALTIES PUERTO RICO, INC.

By:
 
      /s/ David D. Phinney        
 
Name:  David D. Phinney

Title:    Secretary

 

SURGICAL SPECIALTIES UK HOLDINGS LIMITED

By:
 
      /s/ Jay Dent         
 
Name:  Jay Dent

Title:    Secretary

 

0741693 B.C. LTD.

By:
 
      /s/ Jay Dent         
 
Name:  Jay Dent

Title:    SVP, Finance

 

3091796 NOVA SCOTIA COMPANY

By:
 
      /s/ Jay Dent         
 
Name:  Jay Dent

Title:    Director

 

DEUTSCHE BANK NATIONAL TRUSTCOMPANY,

as Trustee

By:
 
      /s/ KatherineCohic        
 
Authorized Signatory