ADJUSTED LICENSE AGREEMENT





         THIS AGREEMENT, dated January 1, 2003, by and between SurModics, Inc.,

a corporation of the State of Minnesota, which has an office at 9924 West 74th

Street, Eden Prairie, MN 55344, (hereinafter referred to as SURMODICS), and

Cordis Corporation, which has offices located at 14201 NW 60th Street, Miami

Lakes, Florida 33126 (hereinafter referred to as CORDIS).



         WHEREAS, SurModics is engaged in biological, chemical and technical

research and has developed a body of technology and know-how, including

reagents, processes and devices which the parties believe will improve the

performance of various products and processes of Cordis.



         WHEREAS, the technology of SurModics includes confidential information

(including trade secrets and other know-how) which is proprietary to SurModics

and SurModics is in the process of securing patent coverage for certain items of

its technology, and continues to maintain the confidentiality of other portions

of its technology.



         WHEREAS, SurModics and Cordis desire to cancel the Stent License

Agreement dated October 24, 1996, as amended;



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

set forth below and for other good and valuable consideration of which receipt

is acknowledged, the parties agree as follows:



1.       DEFINITIONS



         The following definitions apply to this Agreement and to all addenda

thereto:



         a.       "Effective Date" means January 1, 2003;



         b.       [Intentionally Omitted]



         c.       "Patent Rights" means the patent application(s) and patent(s)

                  having a worldwide priority date earlier than the Effective

                  Date and identified in Attachment A hereof, together with all

                  foreign counterparts, divisions, continuations and

                  continuations in part applications based thereon, any patent

                  issuing on any of said applications, and any reissues or

                  extensions based on any of such patents.



         d.       [Intentionally Omitted]



         e.       [Intentionally Omitted]





                                             ** CONFIDENTIAL TREATMENT REQUESTED

{PAGE}





         f.       "Licensed Products" means those items specifically described

                  in Attachment B (the "Exclusive Products") and Attachment C

                  (the "Non-Exclusive Products") which:



                  i.       but for the license granted herein the manufacture,

                           use or sale would infringe (or a surface treatment

                           process employed to produce a product or a reagent

                           used in such process would infringe) any Valid Claim

                           of Patent Rights, or



                  ii.      are produced through the use of SurModics Licensed

                           Technology.



         g.       "SurModics Licensed Technology" means those items described on

                  Attachment D, including, to the extent those items in

                  paragraph 2 of Attachment D were not known to the public at

                  the time of their disclosure by SurModics to Cordis.



         h.       [Intentionally Omitted]



         i.       "Net Sales" means the total actual billing for sales of

                  Licensed Products, less the following deductions where they

                  are applicable with respect to such billings and when

                  separately shown on invoices:



                  i.       discounts actually allowed and taken;



                  ii.      any customs, duties, taxes or other governmental

                           excise or charge upon or measured by the production,

                           sale, transportation, delivery or use of Licensed

                           Product and actually paid by Cordis;



                  iii.     amounts allowed or credited on rejections or returns;



                  iv.      transportation charges prepared or allowed



                  v.       Licensed Product distributed for use in clinical

                           trials, prior to receiving regulatory approval for

                           commercial sale for a particular indication in a

                           particular country.



                  Notwithstanding the above, if any Licensed Product is sold

                  both separately and as an integral part of a combination

                  product containing one or more integral components in addition

                  to that Licensed Product, then Net Sales of that Licensed

                  Product resulting from sales of that combination product will

                  be calculated by multiplying the Net Sales for the combination

                  product as calculated above by the fraction A/B where A is the

                  invoice price of the Licensed Product as sold separately and B

                  is the invoice price of the combination product. It is

                  understood that if any Licensed Product is sold only as an

                  integral part of a combination product, then Net Sales of that

                  Licensed Product will include the entire sales price of the

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