EXECUTIVE CHANGE OF CONTROL AGREEMENT





This Agreement is made as of August 16, 2001, between Angiotech Pharmaceuticals

(U.S.), Inc., a Washington corporation having an office at Suite 6501, 701 5th

Avenue, Seattle, Washington, 98104 ("Angiotech U.S."), Angiotech

Pharmaceuticals, Inc., a British Columbia corporation having an office at 6660

N.W. Marine Drive, Vancouver, British Columbia, V6T 1Z4 (the "Company") and

Donald E. Longenecker of 3B 399 H Street, Blaine, Washington, 98230 ("the

"Employee").



THIS AGREEMENT WITNESSES:



1.   Definitions - In this Agreement, the following terms shall have the

meanings ascribed below:





(a)  "Change of Control" means:



     (i) a change in the composition of the board of directors of the Company,

     as a result of which fewer than one-half of the incumbent directors are

     directors who had been directors of the Company 12 months prior to such

     change, with the exception of any such change in the composition of the

     board made with the approval of the board as it was constituted immediately

     prior to such change; or



     (ii) the acquisition or aggregation of securities by any Person pursuant to

     which such Person is or becomes the beneficial owner, directly or

     indirectly, of securities of the Company representing 50% or more of the

     combined voting power of the Company's then outstanding base capital stock

     (meaning the securities of the company ordinarily, and apart from rights

     accruing under special circumstances, having the right to vote at elections

     of directors of the Company), except that any change in the relative

     beneficial ownership of the Company's securities by any Person resulting

     solely from a reduction in the aggregate number of outstanding shares of

     base capital stock, and any decrease thereafter in such Person's ownership

     of securities shall be disregarded until such Person increases in any

     manner, directly or indirectly, his, her or its beneficial ownership of any

     securities of the Company; or



     (iii) the acquisition of all or substantially all the capital stock or

     assets of Angiotech U.S. by a Person other than (i) the Company, or (ii) an

     affiliated or related entity of the Company in which a majority of the

     voting stock of such affiliated or related entity is beneficially owned or

     controlled by the Company.



(b)  "Employee Benefit Plans" means such medical, dental, eye care,

disability, life and other health insurance benefit plans maintained, in whole

or in part, by Angiotech U.S. on behalf of employees generally or executive

employees over a certain grade level.



(c)  "Employee Option Plans" means stock option, stock appreciation rights,

restricted stock, phantom stock or similar plans or agreements maintained, in

whole or in part, by the Company on behalf of either employees generally or

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