UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549

# FORM 10-Q

(Mark One)

|[X] | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|--- | ----------------------------------------------------------------------------------------

For the Period Ended September 30, 2001.

|[  ] | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|---- | -----------------------------------------------------------------------------------------

For the Transition Period from __________ to __________

Commission File Number: 0 - 16612

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

|Delaware                        | 41-1580270         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

P.O. BOX 39802 Minneapolis, MN 55439(Address of principal executive
offices including zip code)

(952) 229-1500 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES ___X___            NO _______

At November 2, 2001, the Company had outstanding 14,133,665
shares of common stock, $.01 par value per share.

1

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

CNS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except
per share amounts)

|                                                           | September 30,2001 | December 31,2000
|---------------------------------------------------------- | ----------------- | ----------------
|
|Current assets:                                            |                   |                 
|Cash and cash equivalents                                  |                   |                 
|Marketable securities                                      |                   |                 
|Accounts receivable, net                                   |                   |                 
|Inventories                                                |                   |                 
|Prepaid expenses and other current assets                  |                   |                 
|                                                           |                   |                 
|Total current assets                                       |                   |                 
|Property and equipment, net                                |                   |                 
|Product rights, net                                        |                   |                 
|                                                           |                   |                 
|                                                           |                   |                 
|                                                           |                   |                 
|LIABILITIES AND STOCKHOLDERS' EQUITY                       |                   |                 
|Current liabilities:                                       |                   |                 
|Accounts payable and accrued expenses                      |                   |                 
|                                                           |                   |                 
|Total current liabilities                                  |                   |                 
|Stockholders' equity:                                      |                   |                 
|Preferred stock - authorized 8,484 shares;                 |                   |                 
|none issued or outstanding                                 |                   |                 
|Common stock - $.01 par value; authorized 50,000 shares;   |                   |                 
|issued, 19,295 shares                                      |                   |                 
|Additional paid-in capital                                 |                   |                 
|Treasury shares - at cost; 5,123 at September 30, 2001 and |                   |                 
|5,179 at December 31, 2000                                 |                   |                 
|Accumulated deficit                                        |                   |                 
|Accumulated other comprehensive income                     |                   |                 
|                                                           |                   |                 
|Total stockholders' equity                                 |                   |                 
|                                                           |                   |                 
|                                                           |                   |                 
|                                                           |                   |                 

The accompanying notes are an integral part of the condensed
consolidated financial statements.

2

CNS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except per share amounts)

|                                      | Three Months EndedSeptember 30, | Nine Months EndedSeptember 30,
|------------------------------------- | ------------------------------- | ------------------------------
|
|Net sales                             |                                 |                               
|Cost of goods sold                    |                                 |                               
|                                      |                                 |                               
|Gross profit                          |                                 |                               
|                                      |                                 |                               
|Operating expenses:                   |                                 |                               
|Marketing and selling                 |                                 |                               
|General and administrative            |                                 |                               
|Product development                   |                                 |                               
|Special charge                        |                                 |                               
|                                      |                                 |                               
|Total operating expenses              |                                 |                               
|                                      |                                 |                               
|Operating income (loss)               |                                 |                               
|Interest income                       |                                 |                               
|                                      |                                 |                               
|Net income (loss)                     |                                 |                               
|                                      |                                 |                               
|Basic net income (loss) per share     |                                 |                               
|                                      |                                 |                               
|Diluted net income (loss) per share   |                                 |                               
|                                      |                                 |                               
|Weighted average number of common     |                                 |                               
|shares outstanding                    |                                 |                               
|                                      |                                 |                               
|Weighted average number of common and |                                 |                               
|assumed conversion shares outstanding |                                 |                               
|                                      |                                 |                               

The accompanying notes are an integral part of the condensed
consolidated financial statements.

3

CNS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)

|                                                 | Nine Months EndedSeptember 30,
|------------------------------------------------ | ------------------------------
|
|Operating activities:                            |                               
|Net income (loss)                                |                               
|Adjustments to reconcile net loss to net cash    |                               
|from operating activities:                       |                               
|Depreciation and amortization                    |                               
|Changes in operating assets and liabilities:     |                               
|Accounts receivable                              |                               
|Inventories                                      |                               
|Prepaid expenses and other current assets        |                               
|Accounts payable and accrued expenses            |                               
|                                                 |                               
|Net cash from operating activities               |                               
|                                                 |                               
|Investing activities:                            |                               
|Change in marketable securities                  |                               
|Payments for purchases of property and equipment |                               
|Payments for product rights                      |                               
|                                                 |                               
|Net cash from investing activities               |                               
|                                                 |                               
|Financing activities:                            |                               
|Proceeds from issuance of common stock           |                               
|under stock plans                                |                               
|Purchase of treasury shares                      |                               
|                                                 |                               
|Net cash from financing activities               |                               
|                                                 |                               
|Net change in cash and cash equivalents          |                               
|Cash and cash equivalents:                       |                               
|Beginning of period                              |                               
|                                                 |                               
|End of period                                    |                               
|                                                 |                               

The accompanying notes are an integral part of the condensed
consolidated financial statements.

4

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The accompanying condensed consolidated financial statements as
of September 30, 2001 and 2000 are unaudited but, in the opinion of management,
include all adjustments (consisting only of normal, recurring accruals)
necessary for a fair presentation of results for the interim periods presented.

Note 1  Accounting Principles

The accounting principles followed in the preparation of the
financial information contained herein are the same as those described in the
Companys Annual Report on Form 10-K for the year ended December 31, 2000,
and reference is hereby made to that report for detailed information on
accounting policies.

Note 2  Comprehensive Income (Loss)

A reconciliation of total comprehensive income (loss) is as follows (in
thousands):

|                                  | Three Months EndedSeptember 30, | Nine Months EndedSeptember 30,
|--------------------------------- | ------------------------------- | ------------------------------
|
|Net income (loss)                 |                                 |                               
|Unrealized gain on marketable     |                                 |                               
|Securities net of income tax      |                                 |                               
|                                  |                                 |                               
|Total comprehensive income (loss) |                                 |                               
|                                  |                                 |                               

Note 3  Earnings Per Share

A reconciliation of weighted average common and assumed
conversion shares outstanding is as follows (in thousands):

|                                       | Three Months EndedSeptember 30, | Nine Months EndedSeptember 30,
|-------------------------------------- | ------------------------------- | ------------------------------
|
|Average common shares outstanding      |                                 |                               
|Assumed conversion of stock options    |                                 |                               
|                                       |                                 |                               
|Average common and assumed             |                                 |                               
|Conversion shares                      |                                 |                               
|                                       |                                 |                               
|Antidilutive shares not included above |                                 |                               
|                                       |                                 |                               

5

Note 4 Recent Accounting Pronouncements

In 2000, the Emerging Issues Task Force (EITF)
reached a consensus on Issue No. 00-14, Accounting for Certain Sales
Incentives. This EITF requires companies to present in their statements of
operations, certain sales incentives as sales allowances, resulting in a
reduction of net sales. The Company currently records sales incentives covered
by this EITF as operating expenses. The Company will be required to adopt this
EITF beginning with the quarter ending March 31, 2002. If the Company would have
applied the presentation set forth in this issue in the quarters ended September
30, 2001 and 2000, net sales would have been reduced by $249,000 and $277,000,
respectively. Operating expenses would have also been reduced by the same
amounts in the corresponding years. This issue does not impact operating income
(loss) for any of these periods.

In 2001, the EITF reached a consensus on Issue No. 00-25,
Vendor Income Statement Characterization of Consideration to a Purchaser
of the Vendors Products or Services. This EITF requires companies to
present in their statements of operations, certain consideration paid to a
purchaser of the companys products as sales allowances, resulting in a
reduction of net sales. The Company currently records costs covered by this EITF
as operating expenses. The Company will be required to adopt this EITF beginning
with the quarter ending June 30, 2002. The Company is in the process of
evaluating this EITF and its potential impact.

In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. (SFAS) 141,
Business Combinations, and SFAS 142, Goodwill and Other
Intangible Assets. SFAS 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001
as well as all purchase method business combinations completed after June 30,
2001. SFAS 142 will require that goodwill and intangible assets with indefinite
useful lives no longer be amortized, but instead tested for impairment in
accordance with the provisions of SFAS 142. SFAS 142 will also require that
intangible assets with definite useful lives be amortized over their respective
estimated useful lives to their estimated residual values, and reviewed for
impairment in accordance with SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.

SFAS 144, issued in October 2001, supercedes SFAS 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, removing from its scope any reference to
goodwill impairment and offering guidance on using cash flows to value
long-lived assets.

The Company is required to adopt the provisions of SFAS 141
immediately and SFAS 142 and SFAS 144 effective January 1, 2002.

As of the date of adoption, the Company expects to have
unamortized identifiable intangible assets in the amount of approximately $1
million which will not be subject to the transition provisions of SFAS 141 and
SFAS 142 as they were not a part of a business combination, but will be required
to be assessed for recoverability under SFAS 144. The adoption of these
statements is not expected to have a significant impact on the Companys
financial position or results of operations.

6

Note 5 Special Charge

During the second quarter of 2001, the Company recorded a
special charge for restructuring of $1.1 million. The Company announced a plan
to streamline and realign the Companys resources to better match its
strategic goals. Approximately 20 jobs, or 25% of the workforce from throughout
the Company, were eliminated. These cost-cutting actions are expected to result
in annualized savings of approximately $2 to $2.5 million with some beneficial
impact that began in the third quarter of 2001.

During the third quarter of 2001, the Company paid $398,000 of
the $1.1 million accrual primarily for severance benefits.

7

|Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The Companys revenues are derived primarily from the
manufacture and sale of the Breathe Right(R) nasal strip, which is a
nonprescription, disposable device designed to improve nasal breathing and
temporarily relieve nasal congestion, and to reduce or eliminate snoring and
breathing difficulties due to a deviated nasal septum. The Company began
marketing FiberChoice(R) chewable tablets, an innovative bulk fiber supplement
in the second quarter of 2000.

Results of Operations

Net sales were $18.2 million for the third quarter of 2001
compared to $19.2 million for the same quarter of 2000 and increased 29.0% to
$60.8 million for the first nine months of 2001 compared to $47.2 million for
the same period of 2000.

Domestic net sales were $14.8 million for the third quarter of
2001 compared to $16.6 for the same quarter of 2000. Sales last year during the
quarter were boosted by initial shipments of three new products to retailers.
Consumer purchases of Breathe Right nasal strips and FiberChoice tablets both
showed strong growth during the current year quarter. For the first nine months
of 2001, domestic net sales increased 13.8% to $49.7 million compared to $43.7
million for the same period of 2000. Domestic Breathe Right nasal strip sales
were $43 million and FiberChoice tablet sales were $7 million.

International sales were $3.4 million for the third quarter of
2001 compared to $2.6 million for the same quarter of 2000 and were $11.2
million for the first nine months of 2001 compared to $3.5 million for the same
period of 2000. The higher level of international sales for 2001 resulted from
distributors being in place for nine months of 2001 compared to three to six
months in 2000 and the Companys international marketing efforts.

Gross profit was $12.2 million or 66.8% of net sales for the
third quarter of 2001 compared to $12.3 million or 64.2% for the same quarter of
2000, and was $40.5 million or 66.6% for the first nine months of 2001 compared
to $30.3 million or 64.3% for the same period of 2000. The lower gross profit
percentage in 2000 resulted primarily from costs to meet customer delivery
schedules due to customer orders exceeding forecasts and lower margins on
Breathe Right nasal strips in 2000.

Marketing and selling expenses were $6.2 million for the third
quarter of 2001 compared to $11.6 million for the same quarter of 2000. The
decrease in expense was primarily due to a lower level of advertising and
promotion expenses for FiberChoice tablets that are now beginning their second
year in distribution. Marketing and selling expenses were $36.9 million for the
first nine months of 2001 compared to $33.8 million for the same period of 2000.
The increase in expense was during the first half of 2001 and resulted primarily
from planned advertising and sales support for the launch year for FiberChoice
chewable tablets and relaunch of Breathe Right nasal strips in international
markets.

8

General and administrative expenses were $1.1 million for the
third quarter of 2001 compared to $1.2 million for the same quarter of 2000, and
were $3.8 million for the first nine months of 2001 compared to $3.6 million for
the same period of 2000. The decrease in the quarter reflects a partial quarter
of savings from the restructuring announced in June.

Product development expenses were $342,000 for the third quarter
of 2001 comparable to $403,000 for the same quarter of 2000, and were $1.4
million for the first nine months of 2001 comparable to $1.3 million for the
same period of 2000. No new product launches are expected in 2001.

During the second quarter of 2001, the Company recorded a
special charge for restructuring of $1.1 million. The Company announced a plan
to streamline and realign the Companys resources to better match its
strategic goals. Approximately 20 jobs, or 25% of the workforce from throughout
the Company, were eliminated. These cost-cutting actions are expected to result
in annualized savings of approximately $2 to $2.5 million with some beneficial
impact that began in the third quarter of 2001.

Operating income for the third quarter of 2001 was $4.6 million
compared to a loss on $900,000 for the same quarter of 2000, and was a loss of
$2.7 million for the first nine months of 2001 compared to a loss of $8.4
million for the same period of 2000.

Investment income was $269,000 for the third quarter of 2001
compared to $507,000 for the same quarter of 2000, and was $976,000 for the
first nine months of 2001 compared to $1.6 million for the same period of 2000.
The decrease was primarily the result of a decrease in funds available for
investment and lower interest rates.

There was no income tax expense due to tax loss carryforwards.

Net income was $4.8 million, or 34 cents per share, for the
third quarter of 2001 compared to a loss of $393,000, or 3 cents per share, for
the same quarter of 2000, and was a loss of $1.7 million, or 12 cents per share,
for the first nine months of 2001 compared to a loss $6.8 million, or 47 cents
per share, for the same period of 2000. The improvement comes from a combination
of higher sales and lower operating expenses.

Seasonality

The Company believes that a portion of Breathe Right nasal strip
use is for the temporary relief of nasal congestion and congestion-related
snoring. Sales of nasal congestion remedies are higher during the fall and
winter seasons because of increased use during the cold and allergy seasons.

Liquidity and Capital Resources

At September 30, 2001, the Company had cash, cash equivalents
and marketable securities of $22.2 million and working capital of $31.7 million.

9

The Company used cash in operations of $9.2 million for the
first nine months of 2001 compared with $3.5 million for the same period of
2000. The use of cash in 2001 was due to the net loss plus payment of operating
liabilities. The use of cash in 2000 was due to the net loss offset by a
decrease in operating assets.

The Company had net sales of $10.7 million of marketable
securities and $502,000 of purchases for property and equipment and product
rights in the first nine months of 2001.

The Company believes that its existing funds and funds generated
from operations will be sufficient to support its planned operations for the
foreseeable future.

Recent Accounting Pronouncements

See Note 4 to Condensed Consolidated Financial Statements.

Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form
10-Q and other written and oral statements made from time to time by the Company
do not relate strictly to historical or current facts but provide current
expectations or forecasts of future events. As such, they are considered
forward-looking statements under the Private Securities Litigation
Reform Act of 1995 and are subject to certain risks and uncertainties that could
cause actual results to differ materially from those presently anticipated or
projected. Such forward-looking statements can be identified by the use of
terminology such as may, will, expect,
plan, intend, anticipate,
estimate, or continue or similar words or expressions.
It is not possible to foresee or identify all factors affecting the
Companys forward-looking statements and investors therefore should not
consider any list of factors to be an exhaustive statement of all risks,
uncertainties or potentially inaccurate assumptions. Factors that could cause
actual results to differ from the results discussed in the forward-looking
statements include, but are not limited to, the following factors: (i) the
Companys revenue and profitability is reliant on sales of Breathe Right
nasal strips; (ii) the Companys success and future growth will depend
significantly on its ability to effectively market Breathe Right nasal strips
and upon its ability to develop and achieve markets for additional products;
(iii) the Companys competitive position will, to some extent, be dependent
on the enforceability and comprehensiveness of the patents on its Breathe Right
nasal strip technology which have been, and in the future could be, the subject
of litigation and may be narrowed as a result of the outcome of the
reexamination of one such patent by the United States Patent and Trademark
Office; (iv) the Company has faced and, in the future could face, challenges in
successfully developing and introducing new products; (v) the Company operates
in competitive markets where recent and potential entrants into the nasal
dilator segment pose competitive challenges; (vi) the Company is dependent upon
contract manufacturers for the production of substantially all of its products;
(vii) the Company currently purchases most of its major components for its nasal
strip products from different contract manufacturers that obtain the raw
materials from a single supplier; and (viii) the risk factors included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2000.

10

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Companys market risk exposure is primarily interest
rate risk related to its cash and cash equivalents and investments in marketable
securities. The Companys risk to interest rate fluctuations has not
materially changed since December 31, 2000. See Item 7A of the Companys
Annual Report on Form 10-K for the year ended December 31, 2000.

11

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

| | Not
Applicable
| | --------------

Item 2. Changes in Securities

| | Not
Applicable
| | --------------

Item 3. Defaults Upon Senior Securities

| | Not
Applicable
| | --------------

Item 4. Submission of Matters to a Vote of Security Holders

| | Not
Applicable
| | --------------

Item 5. Other Information

| | Not
Applicable
| | --------------

Item 6. Exhibits and Reports on Form 8-K

| | (a)
Exhibits:See
"Exhibit Index" on the page following the Signature Page
| | -------------------------------------------------------------------------

| | (b)
Reports on Form 8-KNone
| | ---------------------------

12

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 thereunto duly authorized.

|                        | CNS, Inc. Registrant                                                                                
|----------------------- | ----------------------------------------------------------------------------------------------------
|                       
|Date: November 12, 2001 | By: /s/ Marti Morfitt
Marti Morfitt
President & Chief Executive Officer                             
|                       
|Date: November 12, 2001 | By: /s/ David J. Byrd
David J. Byrd
Vice President of Finance, Chief
Financial Officer and Treasurer

13

CNS, INC.EXHIBIT INDEX

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

|3.1 | Companys Certificate of Incorporation as amended to date (incorporated by
reference to Exhibit 3.1 to the Companys Annual Report on Form 10-K for
the year ended December 31, 1995 (the 1995 Form 10-K)).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.2 | Companys Amended and Restated By-Laws (incorporated by reference to
Exhibit 3.2 to the Companys Annual Report on Form 10-K for the year ending
December 31, 1999 (the 1999 Form 10-K)).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.1 | Form
of Rights Agreement dated July 20, 1995 between CNS, Inc. and Norwest Bank Minnesota,
N.A. as Rights Agent (incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A/A, Commission File No. 0-16612).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.1* | CNS,
Inc. 1987 Employee Incentive Stock Option Plan (incorporated by reference to Exhibit 10.1
to the Company's Registration Statement on Form S-18, Commission File No. 33-14052C).
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.2* | CNS,
Inc. 1989 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibits
4.1 and 4.2 to the Company's Registration Statement on Form S-8, Commission File No.
33-68310).
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3* | CNS,
Inc. 1990 Stock Plan (incorporated by reference to Exhibit 10.11 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1990).
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4* | CNS,
Inc. 1994 Amended Stock Plan (incorporated by reference to Exhibit 10.5 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997).
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.5* | CNS,
Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit A of the Definitive
Proxy Statement for the Company's Annual Meeting of Stockholders that was held on May 3,
2000).
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.6** | License
Agreement dated January 30, 1992 between the Company and Creative Integration and Design,
Inc. (incorporated by reference to Exhibit 10.11 to the Company's Registration Statement
on Form S-2, Commission File No. 33-46120).
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7** | License Agreement dated November 10, 1997 between the Company and
               Onesta Nutrition, Inc. (incorporated by reference to Exhibit 10.9
               to the Company's 1999 Form 10-K).
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.8** | License Agreement dated March 12, 1999 between the Company and WinEase LLC
(incorporated by reference to Exhibit 10.10 of the 1999 Form 10-K).
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------

|10.9** | License Agreement dated June 21, 1999 between the Company and Peter Cronk and
Kristen Cronk (incorporated by reference to Exhibit 10.11 of the 1999 Form
10-K).
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.10** | License Agreement dated March 1, 2000 between the Company and Proctor and Gamble
(incorporated by reference to Exhibit 10.10 to the Companys Annual Report
on Form 10-K for the year ended December 31, 2000 (the 2000 Form
10-K)).
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.11 | Amendment
to Trademark License Agreement effective as of March 20, 2001 by and between the Company
and the Procter &Gamble Company (incorporated by reference to Exhibit 10.11 to the
Companys Quarterly Report on Form 10-Q for the period ended March 31, 2001).
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.12** | Second
Amendment to Trademark License Agreement effective as of April 27, 2001 by and between
the Company and the Procter &Gamble Company (incorporated by reference to Exhibit
10.12 to the Companys Quarterly Report on Form 10-Q for the period ended March 31,
2001).
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.13** | Distributor
Agreement between the Company and Eisai Co., Ltd. dated August 1, 2000 (incorporated by
reference to Exhibit 10.11 to the 1999 Form 10-K).
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------

14

|10.14** | Repackaging
Agreement between the Company and Herusu, Co., Ltd. dated August 1, 2000 (incorporated by
reference to Exhibit 10.12 to the Company's 2000 Form 10-K).
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.15** | Supply
Agreement between the Company and Tapemark, Inc. dated October 15, 2001.
|------- | -------------------------------------------------------------------------------

|10.16** | Supply
Agreement between the Company and WebTec Converting, LLC dated October 5, 2001.
|------- | --------------------------------------------------------------------------------------

|10.17** | Medical
Specialties Material Purchase Agreement between the Company and Minnesota Mining and
Manufacturing Company dated August 1, 2001.
|------- | ----------------------------------------------------------------------------------------------------------------------------------------

|10.18* | Employment
Agreement between the Company and Daniel E. Cohen dated February 12, 1999 (incorporated
by referenced to Exhibit 10.9 to the Companys Annual Report on Form 10-K for the
year ended December 31, 1998 (the 1998 Form 10-K)).
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.19* | First
Amendment to Executive Employment Agreement between the Company and Daniel E. Cohen dated
June 29, 2001.
|------ | --------------------------------------------------------------------------------------------------------------

|10.20* | Employment
Agreement between the Company and Marti Morfitt dated February 12, 1999 (incorporated by
referenced to Exhibit 10.10 to the 1998 Form 10-K).
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------

|10.21* | Employment
Agreement between the Company and Kirk P. Hodgdon dated February 12, 1999 (incorporated
by referenced to Exhibit 10.11 to the 1998 Form 10-K).
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|10.22* | Employment
Agreement between the Company and David J. Byrd dated February 12, 1999 (incorporated by
referenced to Exhibit 10.12 to the 1998 Form 10-K).
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------

|10.23* | Employment
Agreement between the Company and John J. Keppeler dated February 12, 1999 (incorporated
by referenced to Exhibit 10.13 to the 1998 Form 10-K).
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|10.24* | Employment
Agreement between the Company and Teri P. Osgood dated February 12, 1999 (incorporated by
referenced to Exhibit 10.14 to the 1998 Form 10-K).
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------

|10.25* | Employment
Agreement between the Company and Carol J. Watzke dated February 12, 1999 (incorporated
by referenced to Exhibit 10.15 to the 1998 Form 10-K).
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|10.26* | Employment
Agreement between the Company and M. W. Anderson dated February 12, 1999 (incorporated by
referenced to Exhibit 10.17 to the 1998 Form 10-K).
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------

|10.27* | Employment
Agreement between the Company and Larry R. Muma dated January 2, 2001 (incorporated by
reference to Exhibit 10.21 to the 2000 Form 10-K).
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------

__________

|* | Indicates
Compensatory Agreement.
|- | ---------------------------------

|** | Certain portions of this Exhibit have been deleted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2.
Spaces corresponding to the deleted portions are represented by brackets with
asterisks.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15