8-K

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                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D. C.  20549

                                     ____________


                                       FORM 8-K


                                    CURRENT REPORT

        PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                            DATE OF REPORT:  MAY 18, 1998
                          (Date of earliest event reported)


                                    CORTECH, INC.
                (Exact name of registrant as specified in its charter)


          DELAWARE                     0-20726             84-0894091
(State or other jurisdiction         (Commission          (IRS Employer
     of incorporation)               File Number)       Identification No.)


                  6850 N. BROADWAY, SUITE G, DENVER, COLORADO 80221
              (Address of principal executive offices)       (Zip Code)


         Registrant's telephone number, including area code:  (303) 650-1200




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ITEM 5.        OTHER EVENTS.


     On May 18, 1998, Cortech, Inc. ("Cortech") issued a press release 
announcing that Kenneth R. Lynn had left all positions with Cortech.  Mr. 
Lynn had most recently served as Cortech's Chairman of the Board of 
Directors, Chief Executive Officer, President and Acting Chief Financial 
Officer.  A copy of the press release is incorporated herein by reference and 
attached to this Report as Exhibit 99.1.  Copies of amended severance 
arrangements between Mr. Lynn and Cortech are also incorporated herein by 
reference and attached to this Report as Exhibit 99.2.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c) Exhibits

Exhibit No.    Description
- -----------    -----------

  99.1         Press Release dated May 18, 1998, announcing changes in the
               management of Cortech

  99.2         Amended Severance Arrangements between Cortech and Kenneth R.
               Lynn




                                     SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  May 19, 1998               CORTECH, INC.



                                    By:   /s/ DIARMUID F. BORAN
                                          ------------------------
                                          Diarmuid F. Boran
                                          Chief Operating Officer





                                 INDEX TO EXHIBITS
Exhibit
Number       Description
- --------     -----------

99.1         Press Release dated May 18, 1998 announcing
             changes in the management of Cortech    

99.2         Amended Severance Arrangements between Cortech and Kenneth R.
             Lynn

EX-99.1

                                  EXHIBIT 99.1

PRESS RELEASE DATED MAY 18, 1998 ANNOUNCING CHANGES IN THE MANAGEMENT OF 
CORTECH
                                       
                    CORTECH ANNOUNCES CHANGES IN MANAGEMENT

Denver, Colo. -- May 18, 1998 -- Cortech, Inc. (Nasdaq:  CRTQ) a Denver-based 
biopharmaceutical company, today announced that Kenneth R. Lynn had left all 
positions with Cortech.  Mr. Lynn had most recently served as Chairman of the 
Board of Directors, Chief Executive Officer, President and Acting Chief 
Financial Officer.  Bert Fingerhut, a Cortech Director since 1988 and 
Chairman from June 1991 to April 1997, was appointed Chairman and Acting 
Chief Executive Officer, and Diarmuid F. Boran, Vice President, Corporate 
Development and Planning, was appointed Chief Operating Officer and Acting 
Chief Financial Officer.

Commenting on the changes, Mr. Fingerhut stated, "We appreciate Ken Lynn's 
loyal service to Cortech.  With the substantial contraction of Cortech's 
organization and operations, the recent termination of the BioStar 
transaction and the renewed focus on strategic alternatives potentially 
available to Cortech, the Board of Directors, with Ken's concurrence, 
determined that Cortech's interests would be best served by this action.  We 
are most grateful for Ken's dedicated leadership and his tireless efforts on 
behalf of Cortech."

Mr. Lynn commented, "Notwithstanding the challenges Cortech has faced, it has 
been a privilege to serve Cortech and to support its endeavors.  I am very 
grateful to have had the opportunity and I maintain the highest regard for 
the Directors and employees continuing in association with Cortech."

Cortech's principal focus has been the discovery and development of novel 
therapeutics for the treatment of inflammatory disorders.  Specifically, 
Cortech has directed its research and development efforts towards protease 
inhibitors and bradykinin antagonists.  In response to disappointing test 
results and its loss of collaborative partner support, Cortech has 
substantially reduced its staffing and has effectively discontinued all 
internal research and development activities.

Statements regarding Cortech's strategic alternatives, and all other forward 
looking statements, involve risks and uncertainties which include, but are 
not limited to, the possible inability to pursue or achieve strategic 
alternatives, risks associated with the business of Cortech and those factors 
discussed in Cortech's filings with the Securities and Exchange Commission 
(including Cortech's Annual Report on Form 10-K for the year ended December 
31, 1997).

EX-99.2

                                  EXHIBIT 99.2

AMENDED SEVERANCE ARRANGEMENTS BETWEEN CORTECH AND KENNETH R. LYNN

                                 CORTECH, INC. 
                          6850 NORTH BROADWAY, SUITE G
                             DENVER, COLORADO 80221

                                  May 18, 1998




Kenneth R. Lynn

     Re:  Severance Arrangements

Dear Ken:

     This letter agreement will confirm the arrangements agreed to between 
Cortech, Inc., a Delaware corporation (THE "COMPANY"), and yourself regarding 
your severance from the Company as an executive officer, director and 
employee with reference to the Executive Compensation and Benefits 
Continuation Agreement dated as of October 14, 1997 (THE "EXECUTIVE 
AGREEMENT").  Specifically, in consideration of the arrangements confirmed by 
this letter agreement, including execution of the Indemnity Agreement 
attached as "EXHIBIT A," you have this date ceased to serve as an executive 
officer, director and employee of the Company, its subsidiaries and 
affiliates.  

     The Board of Directors has determined that by execution of this letter 
agreement your severance will constitute a Termination Event under the 
Executive Agreement and will entitle you to receive the benefits provided by 
Article III of the Executive Agreement; however, we have agreed to modify 
such benefits (as provided under the Executive Agreement) as follows:

     (i)    Your lump sum salary continuation benefit provided by Section 3.2 
of the Executive Agreement shall be twenty (20) months of salary and no more; 

     (ii)   You will not be paid a pro-rata bonus pursuant to Section 3.5 of 
the Executive Agreement; 

     (iii)  All outstanding stock options held by you are hereby terminated 
and extinguished effective this date; and

     (vi)   You will be available, as reasonably requested by a director or 
executive officer of the Company, to consult with the Company on such matters 
as the Company may reasonably request to assist in a transition of your 
duties and responsibilities as an executive officer, director and employee of 
the Company to others.  Such consulting services will be limited to the 
period ending June 30, 1998 (THE "CONSULTING PERIOD") and will be limited to 
no more than twenty (20) hours of consultation (in any capacity and on any 
matter) per week on a non-cumulative basis.  You will, during the Consulting 
Period, be paid for such consulting services at one-half of your current rate 
of compensation and you will be reimbursed for ordinary and necessary 
expenses incurred in providing 




consulting services to the Company upon presentation of confirmation of such 
expenses sufficient for the Company's income tax and accounting purposes.  

     In all other respects, the terms of the Executive Agreement are ratified 
and confirmed.  You will, in implementation of the provisions of the 
Executive Agreement and against the promise of performance by the Company of 
its obligations thereunder (as modified hereby), execute and deliver the form 
of Employee Agreement and Release attached hereto as EXHIBIT B.  As part of 
the arrangements contemplated by this letter agreement the Board of Directors 
has also authorized the execution of the Indemnity Agreement attached hereto 
as EXHIBIT A.

     If the foregoing correctly sets forth our agreements with regard to the 
subject matter hereof, please so indicate by signing the enclosed copy of 
this letter below in the space indicated.  

                              Very truly yours, 

                              /s/ Allen Misher, Ph. D.

                              Allen Misher, Ph.D.
                              on behalf of the Board of Directors


Acknowledged and Agreed:



/s/ Kenneth R. Lynn
- ----------------------
Kenneth R. Lynn



                                   EXHIBIT A

                              INDEMNITY AGREEMENT


     THIS INDEMNITY AGREEMENT, effective as of May 18, 1998, between CORTECH, 
INC., a Delaware corporation (the "Corporation"), and KENNETH R. LYNN (the 
"Indemnitee"),

                              W I T N E S S E T H:

     WHEREAS  Indemnitee has been a member of the board of directors of the 
Corporation (the "Board of Directors") and an officer and employee of the 
Corporation and in such capacity has been performing a valuable service for 
the Corporation; and

     WHEREAS the parties have entered into that certain Letter Agreement 
dated as of May 18, 1998 (the "Letter Agreement"), modifying, in part, and 
confirming in all other respects, the Corporation's obligations under that 
certain Executive Compensation and Benefits Continuation Agreement, dated as 
of October 14, 1997 and pursuant to the Letter Agreement the Indemnitee will 
continue to provide certain services to the Corporation as a consultant; and




     WHEREAS  it is intended that Indemnitee shall be paid promptly by the
Corporation all amounts necessary to effectuate in full the indemnity provided
herein:

     Now,  Therefore,  in consideration of the premises and the covenants in
this Agreement and in the Letter Agreement, and intending to be legally bound
hereby, the parties hereto agree as follows:

     1.   INDEMNIFICATION.

          (a)  The Corporation shall indemnify Indemnitee against Expenses 
and Liabilities in connection with any Proceeding arising out of any past, 
present or future acts or omissions (including negligence) of Indemnitee 
occurring during Indemnitee's service as a director or as an officer or as an 
employee, agent or consultant of the Corporation or any subsidiary or 
affiliate of the Corporation or any corporation, partnership, joint venture, 
trust or other enterprise for which Employee has served as a director, 
officer, employee or agent at the request of the Corporation (including 
CP-0127 Development Corporation) to the fullest extent permitted by 
applicable law or the Certificate of Incorporation of the Corporation in 
effect on the date hereof or as such law or Certificate of Incorporation may 
from time to time be amended (but, in the case of any such amendment, only to 
the extent such amendment permits the Corporation to provide broader 
indemnification rights than the law or Certificate of Incorporation permitted 
the Corporation to provide before such amendment).  The right to 
indemnification provided in the Certificate of Incorporation shall be 
presumed to have been relied upon by Indemnitee in serving or continuing to 
serve the Corporation and shall be enforceable as a contract right.  Without 
diminishing the scope of the indemnification provided by this Section 1, the 
Corporation shall indemnify Indemnitee whenever he is or was a party or is 
threatened to be made a party to any Proceeding, including without limitation 
any such Proceeding brought by or in the right of the Corporation, because he 
is or was a director or officer or an employee, agent or consultant of the 
Corporation or any subsidiary or affiliate of the Corporation or any 
corporation, partnership, joint venture, trust or other enterprise for which 
Employee has served as a director, officer, employee or agent at the request 
of the Corporation (including CP-0127 Development Corporation) or because of 
anything done or not done by Indemnitee in such capacity, against Expenses 
and Liabilities actually and reasonably incurred by Indemnitee or on his 
behalf in connection with such Proceeding, including the costs of any 
investigation, defense, settlement or appeal, except that no indemnification 
shall be made with respect to any claim, issue or matter if such 
indemnification is prohibited by applicable Delaware law, unless and to the 
extent that a Delaware Court of Chancery or the court in which the action was 
heard determines that Indemnitee is entitled to indemnification for such 
amounts as the court deems proper.  In addition to, and not as a limitation 
of, the foregoing, the rights of indemnification of Indemnitee provided under 
this Agreement shall include those rights set forth in Sections 2, 6, 7 and 
11 below.

          (b)  Indemnitee shall be paid promptly by the Corporation all 
amounts necessary to effectuate the foregoing indemnity.

     2.   ADVANCEMENT OF EXPENSES.  All reasonable Expenses incurred by or on 
behalf of Indemnitee shall be advanced from time to time by the Corporation 
to Indemnitee within thirty (30) days after the Corporation's receipt of a 
written request for an advance of Expenses, whether prior to or after final 
disposition of a Proceeding (except to the extent that there has been a Final 
Adverse Determination that Indemnitee is not entitled to be indemnified for 
such Expenses), including without limitation any Proceeding brought by or in 
the right of the Corporation.  The written request for an advancement of any 
and all Expenses under this paragraph shall contain reasonable detail of the 




Expenses incurred by Indemnitee.  Indemnitee hereby agrees to repay the 
amounts advanced if it is ultimately determined that Indemnitee is not 
entitled to be indemnified pursuant to the terms of this Agreement.

     3.   LIMITATIONS.  The foregoing indemnity and advancement of Expenses 
shall apply only to the extent that Indemnitee has not been indemnified and 
reimbursed pursuant to such insurance as the Corporation may maintain for 
Indemnitee's benefit, or otherwise; provided, however, that notwithstanding 
the availability of such other indemnification and reimbursement, Indemnitee 
may claim indemnification and advancement of Expenses pursuant to this 
Agreement by assigning to the Corporation, at its request, Indemnitee's 
claims under such insurance to the extent Indemnitee has been paid by the 
Corporation.

     4.   INSURANCE AND FUNDING.  The Corporation may purchase and maintain 
insurance to protect itself and/or Indemnitee against any Expenses and 
Liabilities in connection with any Proceeding to the fullest extent permitted 
by applicable laws and, to the extent the Corporation in the future obtains 
liability insurance to cover its directors and officers, it shall identify 
Indemnitee as a past director and officer for purposes of coverage under any 
such liability insurance.  The Corporation may create a trust fund, grant an 
interest or use other means (including, without limitation, a letter of 
credit) to ensure the payment of such amounts as may be necessary to effect 
indemnification or advancement of Expenses as provided in this Agreement.

     5. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

          (a)  Whenever Indemnitee believes that he is entitled to 
indemnification pursuant to this Agreement, Indemnitee shall submit a written 
request for indemnification to the Corporation.  Any request for 
indemnification shall include sufficient documentation or information 
reasonably available to Indemnitee to support his claim for indemnification.  
Indemnitee shall submit such claim for indemnification within a reasonable 
time not to exceed five years after any judgment, order, settlement, 
dismissal, arbitration award, conviction, acceptance of a plea of nolo 
contendere or its equivalent, final termination or other disposition or 
partial disposition of any Proceeding, whichever is the later date for which 
Indemnitee requests indemnification.  The President or the Secretary or other 
appropriate officer shall, promptly upon receipt of Indemnitee's request for 
indemnification, advise the Board of Directors in writing that Indemnitee has 
made such request.  Determination of Indemnitee's entitlement to 
indemnification shall be made not later than ninety (90) days after the 
Corporation's receipt of his written request for such indemnification.

          (b)  The Indemnitee shall be entitled to select the forum in which 
Indemnitee's request for indemnification will be heard, which selection shall 
be included in the written request for indemnification required in Section 
5(a). The forum shall be any one of the following:

          (i)   The stockholders of the Corporation;

          (ii)  A quorum of the Board of Directors consisting of Disinterested
     Directors; or



          (iii) Independent Legal Counsel, who shall make the determination
     in a written opinion.

          If Indemnitee fails to make such designation, his claim shall be
determined by an appropriate court of the State of Delaware.

     6. FEES AND EXPENSES OF INDEPENDENT LEGAL COUNSEL.  The Corporation 
agrees to pay the reasonable fees and expenses of Independent Legal Counsel 
should such Counsel be retained to make a determination of Indemnitee's 
entitlement to indemnification pursuant to Section 5 of this Agreement, and 
to fully indemnify such Counsel against any and all expenses and losses 
incurred by any of them arising out of or relating to this Agreement or their 
engagement pursuant hereto.

     7.   REMEDIES OF INDEMNITEE.

          (a)  In the event that (i) a determination pursuant to Section 5 
hereof is made that Indemnitee is not entitled to indemnification, (ii) 
advances of Expenses are not made pursuant to this Agreement, (iii) payment 
has not been timely made following a determination of entitlement to 
indemnification pursuant to this Agreement, or (iv) Indemnitee otherwise 
seeks enforcement of this Agreement, Indemnitee shall be entitled to a final 
adjudication of his rights in an appropriate court of the State of Delaware 
or other court having jurisdiction over Indemnitee and the Corporation.  The 
Corporation shall not oppose Indemnitee's right to seek any such adjudication.

          (b)  In the event that a determination that Indemnitee is not 
entitled to indemnification, in whole or in part, has been made pursuant to 
Section 5 hereof, the decision in the judicial proceeding provided in 
paragraph (a) of this Section 7 shall be made de novo and Indemnitee shall 
not be prejudiced by reason of a determination that he is not entitled to 
indemnification.

          (c)  If a determination that Indemnitee is entitled to 
indemnification has been made pursuant to Section 5 hereof or otherwise 
pursuant to the terms of this Agreement, the Corporation shall be bound by 
such determination in the absence of (i) a misrepresentation of a material 
fact by Indemnitee or (ii) a specific finding (which has become final) by an 
appropriate court of the State of Delaware that all or any part of such 
indemnification is expressly prohibited by law.

          (d)  In any court proceeding pursuant to this Section 7, the 
Corporation shall be precluded from asserting that the procedures and 
presumptions of this Agreement are not valid, binding and enforceable.  The 
Corporation shall stipulate in any such court that the Corporation is bound 
by all the provisions of this Agreement and is precluded from making any 
assertion to the contrary.

          (e)  Expenses reasonably incurred by Indemnitee in connection with 
his request for indemnification under this Agreement, seeking enforcement of 
this Agreement or to recover damages for breach of this Agreement shall be 
borne by the Corporation.



     8. MODIFICATION, WAIVER, TERMINATION AND CANCELLATION.  No supplement, 
modification, termination, cancellation or amendment of this Agreement shall 
be binding unless executed in writing by both of the parties hereto.  No 
waiver of any of the provisions of this Agreement shall be deemed or shall 
constitute a waiver of any other provisions hereof (whether or not similar), 
nor shall such waiver constitute a continuing waiver.

     9. NOTICE BY INDEMNITEE AND DEFENSE OF CLAIM.  Indemnitee shall promptly 
notify the Corporation in writing upon being served with any summons, 
citation, subpoena, complaint, indictment, information or other document 
relating to any matter, whether civil, criminal, administrative or 
investigative, but the omission so to notify the Corporation will not relieve 
it from any liability which it may have to Indemnitee if such omission does 
not prejudice the Corporation's rights.  If such omission does prejudice the 
Corporation's rights, the Corporation will be relieved from liability only to 
the extent of such prejudice; nor will such omission relieve the Corporation 
from any liability which it may have to Indemnitee otherwise than under this 
Agreement.  With respect to any Proceeding as to which Indemnitee notifies 
the Corporation of the commencement thereof:

          (a)  The Corporation will be entitled to participate therein at its 
own expense; and

          (b)  The Corporation jointly with any other indemnifying party 
similarly notified will be entitled to assume the defense thereof, with 
counsel reasonably satisfactory to Indemnitee; provided, however, that the 
Corporation shall not be entitled to assume the defense of any Proceeding if 
Indemnitee shall have reasonably concluded that there may be a conflict of 
interest between the Corporation and Indemnitee with respect to such 
Proceeding.  After notice from the Corporation to Indemnitee of its election 
to assume the defense thereof, the Corporation will not be liable to 
Indemnitee under this Agreement for any Expenses subsequently incurred by 
Indemnitee in connection with the defense thereof, other than reasonable 
costs of investigation or as otherwise provided below.  Indemnitee shall have 
the right to employ his own counsel in such Proceeding but the fees and 
expenses of such counsel incurred after notice from the Corporation of its 
assumption of the defense thereof shall be at the expense of Indemnitee 
unless:

          (i)   The employment of counsel by Indemnitee has been authorized
     by the Corporation;

          (ii)  Indemnitee shall have reasonably concluded that counsel
     engaged by the Corporation may not adequately represent Indemnitee or
     that there may be a conflict of interest between Indemnitee and the
     Corporation with respect to such Proceeding; or

          (iii) The Corporation shall not in fact have employed counsel to
     assume the defense in such Proceeding or shall not in fact have
     assumed such defense and be acting in connection therewith with
     reasonable diligence;



in each of which cases the fees and expenses of such counsel shall be at the
expense of the Corporation.

          (c)  The Corporation shall not settle any Proceeding in any manner 
which would impose any penalty or limitation on Indemnitee without 
Indemnitee's written consent; provided, however, that Indemnitee will not 
unreasonably withhold his consent to any proposed settlement.

     10. NOTICES.  All notices, requests, demands and other communications 
hereunder shall be in writing and shall be deemed to have been duly given if 
(i) delivered by hand and receipted for by the party to whom said notice or 
other communication shall have been directed, or (ii) mailed by certified or 
registered mail with postage prepaid, on the third business day after the 
date on which it is so mailed:

          (a) If to Indemnitee, to:

               Kenneth R. Lynn

          (b) If to the Corporation, to:

               Cortech, Inc.
               6850 N. Broadway, Suite G
               Denver, CO 80221
               Attention:  President

or to such other address as may have been furnished to Indemnitee by the
Corporation or to the Corporation by Indemnitee, as the case may be.

     11.  NONEXCLUSIVITY.  The rights of Indemnitee hereunder shall not be 
deemed exclusive of any other rights to which Indemnitee may now or in the 
future be entitled under the Delaware General Corporation Law, the 
Corporation's Certificate of Incorporation or By-Laws, or any agreements, 
vote of stockholders, resolution of the Board of Directors or otherwise.

     12.  CERTAIN DEFINITIONS.

          (a)  "Disinterested Director" shall mean a director of the 
Corporation who is not or was not a party to the Proceeding in respect of 
which indemnification is being sought by Indemnitee.

          (b)  "Expenses" shall include all direct and indirect costs 
(including, without limitation, attorneys' fees, retainers, court costs, 
transcripts, fees of experts, witness fees, travel expenses, duplicating 
costs, printing and binding costs, telephone charges, postage, delivery 
service fees, all other disbursements or out-of-pocket expenses and 
reasonable compensation for time spent by Indemnitee for which he is 
otherwise not compensated by the Corporation) actually and reasonably 
incurred in connection with a Proceeding or establishing 



or enforcing a right to indemnification under this Agreement, applicable law 
or otherwise; provided, however, that "Expenses" shall not include any 
Liabilities.

          (c)  "Final Adverse Determination" shall mean that a determination 
that Indemnitee is not entitled to indemnification shall have been made 
pursuant to Section 5 hereof and either (1) a final adjudication in a court 
pursuant to Section 7(a) hereof shall have denied Indemnitee's right to 
indemnification hereunder, or (2) Indemnitee shall have failed to file a 
complaint in a court pursuant to Section 7(a) for a period of one hundred 
eighty (180) days after the determination made pursuant to Section 5 hereof.

          (d)  "Indemnification Period" shall mean the period of time during 
which Indemnitee shall continue to serve as a director or as an officer or as 
an employee, agent or consultant of the Corporation or any subsidiary or 
affiliate of the Corporation or any corporation, partnership, joint venture, 
trust or other enterprise for which Employee has served as a director, 
officer, employee or agent at the request of the Corporation (including 
CP-0127 Development Corporation), and thereafter so long as Indemnitee shall 
be subject to any possible Proceeding arising out of acts or omissions of 
Indemnitee as a director or as an officer or as an employee, agent or 
consultant of the Corporation or any subsidiary or affiliate of the 
Corporation or any corporation, partnership, joint venture, trust or other 
enterprise for which Employee has served as a director, officer, employee or 
agent at the request of the Corporation (including CP-0127 Development 
Corporation).

          (e)  "Independent Legal Counsel" shall mean a law firm or a member 
of a law firm selected by the Corporation and approved by Indemnitee (which 
approval shall not be unreasonably withheld) and that neither is presently 
nor in the past five years has been retained to represent:  (i) the 
Corporation, in any material matter, or (ii) any other party to the 
Proceeding giving rise to a claim for indemnification hereunder.  
Notwithstanding the foregoing, the term "Independent Legal Counsel" shall not 
include any person who, under the applicable standards of professional 
conduct then prevailing, would have a conflict of interest in representing 
either the Corporation or Indemnitee in an action to determine Indemnitee's 
right to indemnification under this Agreement.

          (f)  "Liabilities" shall mean liabilities of any type whatsoever 
including, but not limited to, any judgments, fines, ERISA excise taxes and 
penalties, penalties and amounts paid in settlement (including all interest 
assessments and other charges paid or payable in connection with or in 
respect of such judgments, fines, penalties or amounts paid in settlement) of 
any proceeding.

          (g)  "Proceeding" shall mean any threatened, pending or completed 
action, claim, suit, arbitration, alternate dispute resolution mechanism, 
investigation, administrative hearing or any other proceeding whether civil, 
criminal, administrative or investigative, including any appeal therefrom.

     13. BINDING EFFECT, DURATION AND SCOPE OF AGREEMENT.  This Agreement 
shall be binding upon and inure to the benefit of and be enforceable by the 
parties hereto and their respective successors and assigns (including any 
direct or indirect successor by purchase, 



merger, consolidation or otherwise to all or substantially all of the 
business or assets of the Corporation), spouses, heirs and personal and legal 
representatives.  This Agreement shall continue in effect during the 
Indemnification Period, regardless of whether Indemnitee continues to serve 
as a director or as an officer or as an employee, agent or consultant for the 
Corporation or for any other corporation, partnership, joint venture, trust 
or other enterprise.

     14.  SEVERABILITY.  If any provision or provisions of this Agreement (or 
any portion thereof) shall be held to be invalid, illegal or unenforceable 
for any reason whatsoever:

          (a)  the validity, legality and enforceability of the remaining 
provisions of this Agreement shall not in any way be affected or impaired 
thereby; and

          (b)  to the fullest extent legally possible, the provisions of this 
Agreement shall be construed so as to give effect to the intent of any 
provision held invalid, illegal or unenforceable.

     15. GOVERNING LAW AND INTERPRETATION OF AGREEMENT.  This Agreement shall 
be governed by and construed and enforced in accordance with the laws of the 
State of Delaware, as applied to contracts between Delaware residents entered 
into and to be performed entirely within Delaware.  If the laws of the State 
of Delaware are hereafter amended to permit the Corporation to provide 
broader indemnification rights than said laws permitted the Corporation to 
provide prior to such amendment, the rights of indemnification and 
advancement of expenses conferred by this Agreement shall automatically be 
broadened to the fullest extent permitted by the laws of the State of 
Delaware, as so amended.

     16.  CONSENT TO JURISDICTION.  The Corporation and Indemnitee each 
irrevocably consent to the non-exclusive jurisdiction of the courts of the 
State of Delaware for all purposes in connection with any action or 
proceeding which arises out of or relates to this Agreement and agree that 
any action instituted under this Agreement may be brought in the state courts 
of the State of Delaware.

     17.  ENTIRE AGREEMENT.  This Agreement represents the entire agreement 
between the parties hereto, and there are no other agreements, contracts or 
understandings between 



the parties hereto with respect to the subject matter of this Agreement, 
except as specifically referred to herein or as provided in Section 11 
hereof.  

     18.  COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts, each of which shall for all purposes be deemed to be an 
original but all of which together shall constitute one and the same 
Agreement.

      Dated as of the 18th day of May, 1998.

                                        CORTECH, INC.
     
                                        /s/ Diarmuid F. Boran

                                        By:  Diarmuid F. Boran
                                        Title:  Chief Operating Officer


                                        INDEMNITEE


                                        /s/ Kenneth R. Lynn
                                        ---------------------------------
                                        KENNETH R. LYNN


                                   EXHIBIT B

                         EMPLOYEE AGREEMENT AND RELEASE

     I understand and agree completely to the terms set forth in the letter 
agreement of even date herewith (the "Letter Agreement") insofar as the same 
modifies in certain respects, and confirms, in all other respects, the 
Executive Compensation and Benefits Continuation Agreement dated as of 
October 14, 1997 (the "Executive Agreement").

     Except as otherwise set forth in the Letter Agreement or the Executive 
Agreement, I hereby release, acquit and forever discharge Cortech, Inc., its 
parents and subsidiaries (the "Company"), and their officers, directors, 
agents, servants, employees, shareholders, successors, assigns and 
affiliates, of and from any and all claims, liabilities, demands, causes of 
action, costs, expenses, attorneys fees, damages, indemnities and obligations 
of every kind and nature, in law, equity, or otherwise, known and unknown, 
suspected and unsuspected, disclosed and undisclosed (other than any claim 
for indemnification I may have as a result of any third party action against 
me based on my employment with the Company), arising out of or in any way 
related to the termination of my employment with the Company, including, but 
not limited to, claims of intentional and negligent infliction of emotional 
distress, any and all 



tort claims for personal injury, claims or demands related to salary, 
bonuses, commissions, stock, stock options, or any other ownership interests 
in the Company, vacation pay, fringe benefits, expense reimbursements, 
severance pay, or any other form of compensation; claims pursuant to any 
federal, state or local law or cause of action including, but not limited to, 
the federal Civil Rights Act of 1964, as amended; the federal Age 
Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal 
Americans with Disabilities Act of 1990; tort law; contract law; wrongful 
discharge; discrimination; fraud; defamation; emotional distress; and breach 
of the implied covenant of good faith and fair dealing; provided, however, 
that nothing in this paragraph shall be construed in any way to release the 
Company from its obligation to indemnify me pursuant to statute or any 
indemnification agreement, including the requirements of the Certificate of 
Incorporation or Bylaws of the Company.

     I acknowledge that I am knowingly and voluntarily waiving and releasing any
rights I may have under the ADEA.  I also acknowledge that the consideration
given for the waiver and release in the preceding paragraph hereof is in
addition to anything of value to which I was already entitled.  I further
acknowledge that I have been advised by this writing, as required by the ADEA,
that: (A) my waiver and release do not apply to any rights or claim that may
arise after the Effective Date of this Agreement and Release; (B) I have the
right to consult with an attorney prior to executing this Agreement and Release;
(C) I have twenty-one (21) days to consider this Agreement and Release (although
I may choose to voluntarily execute this Agreement and Release earlier); and (D)
I have seven (7) days following the execution of this Agreement and Release by
the parties to revoke this Agreement and Release. 


Dated: May 18, 1998                     /s/ Kenneth R. Lynn
                                        -----------------------
                                        Kenneth R. Lynn