0000921895-11-000046 Sample Contracts

AGREEMENT
Agreement • January 6th, 2011 • Ramius LLC • Pharmaceutical preparations • New York

This Agreement (this “Agreement”) is made and entered into as of January 5, 2011, by and among SurModics, Inc. (the “Company” or “SurModics”) and the entities and natural persons listed on Exhibit A hereto (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).

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Joint Filing Agreement
Joint Filing Agreement • January 6th, 2011 • Ramius LLC • Pharmaceutical preparations

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 1 to the Schedule 13D originally filed on November 17, 2010 (including additional amendments thereto) with respect to the shares of Common Stock, $0.05 par value, of SurModics, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

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