SUPPLY AGREEMENT

This Agreement (the “Agreement) effective as of this 30 ^th day of June 2005 (the “Effective Date”) is by and between Kensey Nash Corporation, a Delaware corporation, ("Seller") whose principal place of business is 55 East Uwchlan Avenue, Exton, PA 19341 and St. Jude Medical, Daig Division, Inc. a Minnesota corporation, ("Buyer"), whose principal place of business is 14901 DeVeau Place, Minnetonka, MN 55345.

NOW, THEREFORE, the parties wishing to be legally bound, agree as follows:

1.   PRODUCTS :

Absorbable Polymer Anchor (the “Anchor”) for the St. Jude Medical, Daig Division 8F and 6F Angio-Seal vascular closure devices (Seller’s Part Numbers: Asymmetrical Anchor, #10130-01; 8F Anchor, #10001-03; 6F Anchor, #10003-01) meeting the specifications (the “Specifications”) set forth in Schedule A, which is attached to and made a part of this Agreement.

2.   DURATION: The duration of this Agreement shall be from the Effective Date and for the following five and half (5.5) years, unless terminated pursuant to the terms of this Agreement or otherwise agreed in writing by the parties.

3.   ORIGINATION FEE : In consideration of Seller’s obligation for development and investment to provide the Collagen Plug at the required annual volumes, Buyer will pay a $1 million fee at the signing of this agreement (the “Origination Fee”). Such Origination Fee shall be in addition to the prices to be paid as set forth in Section 7 hereof.

4.   QUANTITIES : Subject only to other provisions of this Agreement, Seller shall sell to Buyer and Buyer shall exclusively purchase from Seller 100% of Buyer's requirements for Collagen Plugs, or substantially equivalent products, and at least 30% of Buyer’s requirements for Anchors. Buyer will supply a non-binding forecast (the “Annual Forecast”) to Seller not less than ninety (90) days prior to the end of the anniversary year for Products to be purchased during the subsequent year, except for the first year of this Agreement for which the applicable Annual Forecast shall be provided contemporaneously with the execution of this Agreement or as otherwise agreed in writing by the parties.

5.   ORDER AND DELIVERY: Buyer shall issue a purchase order for all purchases of Products under this Agreement. Each purchase order shall state the desired shipment date(s) and the quantity being ordered. Seller shall acknowledge promptly in writing to Buyer each purchase order issued by Buyer and confirm delivery dates to destinations specified by Buyer; however, delivery dates must not conflict with Seller's normal manufacturing lead times. Each delivery of Products shall be accompanied by Seller's Certificate of Conformance as described more fully in the Specifications for the Products. If any terms and conditions contained in such purchase order or acknowledgment conflict with the terms of this Agreement, the terms and conditions of this Agreement shall apply to the transaction. Changes in delivery date(s) or quantity specified in a purchase order may be made by Buyer by means of a written amended purchase order.

6.   ADDITIONAL QUANTITIES : During the term of this Agreement, Seller agrees to supply in any given year up to 150% of Buyer’s expected annual requirement (set forth in its Annual Forecast) of the Products. In the event that Buyer requires in any year quantities of Products which exceed 150% of the quantity of Products set forth in the Annual Forecast (“Quantity In Excess of Forecast”), Buyer shall so notify Seller in writing at least ninety (90) days in advance of Buyer's desired shipping date for such Quantity In Excess of Forecast. Seller shall use its reasonable efforts (consistent with good business practice) to meet Buyer's requirements for such Quantity In Excess of Forecast, and shall inform Buyer within thirty (30) days of Seller’s receipt of notice whether or not Seller will supply all or a portion of such requirements.

7.   PRICE: The price for Products (the “Price”) shall be calculated based on the table set forth in Schedule B attached to this Agreement and as described below (“the Formula”). Buyer will be invoiced for Products at the prices identified on Schedule B (as amended from time to time by agreement of the parties) which corresponds to the part number of the Products shipped and to the quantity (the “Invoiced Price”) identified in the applicable Annual Forecast Buyer submitted to Seller for year in which such Products is supplied. The Invoiced Price will be subject to adjustment as explained more fully below to the price identified on Schedule B for each part number which corresponds to the actual aggregate quantities of all Products purchased by Buyer on an annual basis (the “Adjusted Price”). This means that the quantities for all Products are accumulated, by product, to determine which tier of the pricing table applies for all Products. The actual quantities purchased shall be determined using twelve month intervals measured fromthe date of the Agreement. Adjustments, both in terms of refunds and/or additional charges, resulting from the difference between the Invoiced Price and the Adjusted Price, will be made within sixty (60) days after the close of each anniversary of the Agreement should Buyer's actual purchased quantities differ from the quantities set forth in the Annual Forecast. Prices shall be calculated and paid for all Products shipped during the term of this Agreement, unless such Prices are revised by Seller as follows: If the Buyer requires changes in Products or packaging specifications, revisions to lot release criteria, etc., which result in a cost increase to the Seller, the reasonable cost of such change will be factored in, to develop new pricing for the Products units affected by such change. If Buyer presents any claim under Section 15 herein, Price for Products ordered during the year for which the claim is asserted shall be calculated by dividing the total aggregate quantity of deliveries in the time since the most recent anniversary of the Agreement, or the Effective Date if less than twelve (12) months have elapsed, by the number of whole months that have elapsed during that same time until the sellers receipt of notice of said claim which yields a quotient, that quotient then being multiplied by twelve (12).

8.   WARRANTY : Subject to the conditions set forth below, Seller warrants that Products shipped hereunder meets and complies with the Specifications set forth in Schedule A. Other than the foregoing, SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE EVEN IF THAT PURPOSE IS KNOWN TO SELLER, NOR ANY OTHER EXPRESS OR IMPLIED WARRANTY. Buyer assumes all risk and liability for results obtained by the use of Products covered by this Agreement, whether used singly or in combination with other products.

9.   INDEMNIFICATION: Subject to the conditions set forth below, Seller shall fully indemnify Buyer against all loss and expense (including, without limitation, reasonable attorney’s fees) for injury to or death of any person or loss of or damage to property incurred by the Buyer and resulting in any way from Buyer’s use or sale of Products, as the case may be, or any act or omission whether negligent or otherwise, on the part of the Seller, its agents, employees, subcontractors, or assignees, in connection with the performance of this Agreement, except when such loss and expense are caused solely by the willful misconduct or gross negligence of Bu