("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