SURMODICS-MODIFIED PRODUCT AGREEMENT

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Exhibit 10.44

SURMODICS-MODIFIED PRODUCT AGREEMENT

        The parties to this Agreement are:

        WHEREAS, SURMODICS has developed proprietary processes and products involving the use of chemical compositions that incorporate latent reactive chemical groups for bonding molecules, synthetic polymers and other chemical species onto surfaces, into matrices, and to other molecules ("SURMODICS' Technology"); and

        WHEREAS, SURMODICS and MICROVENA are parties to a Master License Agreement dated December 29, 1998, such Master License Agreement containing an Attachment B2 dated May 28, 1999, that describes a Medical Product (herein limited to the Delivery-Component of the Debris Collection System as defined in that Attachment), to be modified through the use of SURMODICS' Technology, such resulting products being Licensed Products; and

        WHEREAS MICROVENA now desires to supply SURMODICS with quantities of the Delivery-Component of the Medical Product for modification by SURMODICS at SURMODICS' facilities to produce what is hereinafter referred to as "SurModics-Modified Medical Product," and SURMODICS is willing to modify such Medical Product, but only in accordance with the following provisions;

        NOW THEREFORE, for good and valuable consideration of which receipt is acknowledged, the parties agree as follows:

        1.     During the term of this Agreement, MICROVENA will supply SURMODICS with quantities of Medical Product that it wishes to have modified by SURMODICS to produce SurModics-Modified Medical Product. The quantities to be delivered, the period over which such quantities are to be delivered, and the price to be charged to MICROVENA for such quantities of SurModics-Modified Medical Product shall be mutually agreed upon in advance in a written document executed by both parties and appended to this Agreement as Attachment A1, A2, and so forth.

        2.     Terms of Orders.     The terms and conditions of this Agreement shall be the exclusive contract terms between the parties with respect to the modification of Medical Products by SURMODICS for MICROVENA . In no event will a purchase order serve as an acceptable Attachment A to this Agreement. The terms of this Agreement govern and prevail over any inconsistencies between this Agreement and the terms of any purchase order or acceptance document of either party. SURMODICS objects to any terms set forth in MICROVENA 's purchase orders which are different from or additional to the provisions of this Agreement and no

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such different or additional terms shall be binding upon SURMODICS unless the parties agree to the contrary in a written document separate from the purchase order and signed by a corporate officer of both parties.

        3.     Payment.     

        a.     Payment.      MICROVENA shall pay SURMODICS for the modification of Medical Products within thirty (30) days after the date of SURMODICS' invoice. SURMODICS reserves the right to require payment in advance, by COD, by letter of credit or by any other means, upon notifying MICROVENA of the change in credit terms.

        b.     Price Exclusions.     The price to be charged MICROVENA does not include (i) any taxes, fees, duties, or governmental charges relating to the modification of Medical Products, or (ii) any amounts for shipping, delivery, or insurance, or (iii) royalties that are due under the Master License Agreement dated December 29, 1998, or the Attachment B2 dated May 28, 1999. MICROVENA shall be responsible for paying all such amounts.

        4.     Delivery and Inspection.     

        a.     Delivery.     SURMODICS will package in bulk, not in final form for sale, the SurModics-Modified Medical Products for shipment in accordance with standard commercial practices. Such shipments shall be made to MICROVENA or a designated agent of MICROVENA . Risk of loss regarding such SurModics-Modified Medical Product shall pass to MICROVENA when delivered to a reputable carrier at SURMODICS' Bloomington, Minnesota or Eden Prairie, Minnesota locations.

        b.     Delivery Dates.     Any delivery dates requested by MICROVENA shall be considered estimates only, and SURMODICS shall not be in breach of this Agreement or incur any liability to MICROVENA or any other person if it fails to meet a delivery date, whether due to an event of force majeure or otherwise.

        c.     Inspection.      MICROVENA shall inspect all shipments of SurModics-Modified Medical Product upon arrival and shall notify SURMODICS in writing of any shortages or other failures to conform with this Agreement which are reasonably discoverable upon arrival.

        5.     Term and Termination.     

        a.     This Agreement shall be effective on the last date of execution and shall continue until January 31, 2004 unless earlier terminated under any of the provisions of this Paragraph 5.

        b.     SURMODICS may terminate this Agreement, effective immediately upon written notice to MICROVENA upon termination or expiration of the license granted under the Master License Agreement.

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