Cowen Investment Management SC 13D/A SURMODICS / Ramius ownership change

Exhibit 99.2

Joint Filing Agreement

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.

Dated:  January 6, 2011

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD By: Ramius Value and Opportunity Advisors LLC,        its investment manager     COWEN OVERSEAS INVESTMENT LP By: Ramius Advisors, LLC,        its general partner     RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC By: Ramius LLC,        its sole member   RAMIUS ADVISORS, LLC By: Ramius LLC,        its sole member   RAMIUS LLC By: Cowen Group, Inc.,         its sole member   COWEN GROUP, INC.   RCG HOLDINGS LLC By: C4S & Co., L.L.C.,         its managing member   C4S & CO., L.L.C.  

By:	/s/ Owen S. Littman
	Name:	Owen S. Littman
	Title:	Authorized Signatory

/s/ Owen S. Littman

OWEN S. LITTMAN

As attorney-in-fact for Jeffrey M. Solomon,

Peter A. Cohen, Morgan B. Stark,
and Thomas W. Strauss

/s/ Jeffrey C. Smith

JEFFREY C. SMITH