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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/AAmendment No. 1 to

|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2002

OR

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

For the transition period from  to

Commission File No. 0-18962

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CYGNUS, INC.(Exact name of Registrant as Specified in Its Charter)

|Delaware(State or Other Jurisdiction of
Incorporation or Organization)                |  | 94-2978092(I.R.S. Employer
Identification No.)
|------------------------------------------------------------------------------------- |  | ----------------------------------------------
|400 Penobscot Drive, Redwood City, California(Address of Principal Executive Offices) |  | 94063(Zip Code)                               

(650) 369-4300(Registrant's telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act:None

Securities
registered pursuant to Section 12(g) of the Act:Common Stock, $0.001 par value

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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 ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ý

Indicate
by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes o    No ý

The
aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the last reported sale of our common stock on June 28, 2002 of
$2.15 as reported on the Nasdaq National Market was $67,689,420. Shares of common stock held by each officer and director and person who owns 5% or more of the outstanding common stock have been
excluded in that such persons may be deemed to be affiliates. Determination of affiliate status for this purpose is not a determination of affiliate status for any other purpose.

38,478,671(Number of shares of common stock outstanding as of March 24, 2003)

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Explanatory Note

This Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002 (the "Annual Report") is
being filed pursuant to Rule 12b-15 to add the following paragraph relating to the percentages of net sales payable by the Registrant to Sankyo Pharma Inc. under the Sales,
Marketing and Distribution Agreement:



The
Registrant had previously requested confidential treatment by the SEC with respect to the percentages of net sales described in the foregoing paragraph, and later determined not to
pursue such request. The Registrant has decided to add this disclosure to two sections of the 10-K. This additional disclosure has been added to both the section discussing net product
revenues under Results of Operations in Item 7 of the Annual Report, "Management's Discussion and Analysis of Financial Condition and Results of Operation," and to footnote 5 entitled
Contractual Arrangements with Sankyo, in Item 15(a) "Financial Statements and Report of Ernst & Young LLP, Independent Auditors."

Except
as noted herein, the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002 remains as originally filed with the Securities
Exchange Commission on March 27, 2003. All information in this Amendment No. 1 is as of December 31, 2003, and does not reflect any subsequent information or events other than the
change referred to above.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Some of the statements in this report, including in the documents incorporated by reference, are forward-looking statements that involve
risks and uncertainties. These forward-looking statements include statements about our plans, objectives, expectations, intentions and assumptions and other statements contained in this report,
including in the documents incorporated by reference, that are not statements of historical fact. Forward-looking statements include, but are not limited to, statements about our ability to
manufacture and commercially scale up the GlucoWatch G2 Biographer, our plans for commercialization alliances, our ability to achieve market acceptance of the GlucoWatch G2 Biographer, and the speed
and potential results of the regulatory process for product enhancements. In some cases, you can identify these statements by words such as "may," "will," "should," "estimates," "predicts,"
"potential," "continues," "strategy," "believes," "anticipates," "plans," "expects," "intends" and similar expressions. We cannot guarantee future results, levels of activity, performance or
achievements. Our actual results and the timing of certain events may differ significantly from the results and timing discussed in this report, including those under "Risk Factors" herein, as well as
in the documents incorporated by reference.

This
information should be read in conjunction with our consolidated financial statements and accompanying notes thereto in the F-pages of this report.

General

We develop, manufacture and commercialize new and improved glucose monitoring devices. Our products are designed to provide more data to individuals and their
physicians and enable them to make better-informed decisions on how to manage diabetes. The GlucoWatch Biographer and GlucoWatch G2 Biographer are the only products approved by the FDA that provide
frequent, automatic and non-invasive measurement of glucose levels. We believe our products represent the most significant commercial technological advancement in
self-monitoring of glucose levels since the advent, approximately 20 years ago, of finger-stick blood glucose measurement.

Current
methods for measuring glucose, wherein skin is lanced and a blood sample is obtained for measurement, are painful and inconvenient to the user. Because of this, the vast majority
of people with diabetes do not perform frequent glucose testing, despite substantial clinical evidence of the benefits of more intensive diabetes management. We believe there is an unmet medical need
for a
device that can provide and track frequent glucose readings automatically and non-invasively. The GlucoWatch G2 Biographer enables people with diabetes and their physicians to identify
trends and track patterns in fluctuating glucose levels that would be difficult to detect with current testing techniques alone. Although the GlucoWatch G2 Biographer is not intended to replace
existing painful and inconvenient testing methods and, in the United States, is classified as an adjunctive device, we believe our GlucoWatch G2 Biographer will lead to better-informed decisions
regarding the way individuals manage their diabetes. Users must first calibrate the GlucoWatch G2 Biographer with a blood glucose measurement and must make major decisions, such as insulin dosing,
based on blood glucose measurements, but they are able to identify trends and track patterns by monitoring glucose levels on a more frequent and automatic basis than would generally be the case if the
only available methods were existing finger stick or other blood glucose measurement devices.

Critical Accounting Policies

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ materially from those estimates. Although there are numerous policies
associated with the preparation of our financial statements, the following policies are currently considered critical because of the level of management's estimates and judgments required.

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Product revenues are generated upon the sale of our GlucoWatch and GlucoWatch G2 Biographer and related accessories in the United Kingdom and the United States.
The GlucoWatch Biographers consist of two integrated parts: the durable Biographer and the disposable, single-use, AutoSensor. After the initial sale of the Biographer, revenues will
continue to be recorded upon the sale of additional AutoSensors and accessories to support the installed base of Biographers.

Product
sales are recorded when all the following conditions have been met: product has been shipped, transfer of title has taken place, there is persuasive evidence of an agreement, the
price is fixed or determinable, and collection is reasonably assured. Revenues generated from our shipments of product to Sankyo for resale to third parties are deferred until the product is sold by
Sankyo, because the net price of our product sales to Sankyo is subject to certain pricing adjustments, such as rebates, discounts and certain fees offered or paid by Sankyo to its third-party
customers. The costs of product revenues associated with these shipments is also deferred until the revenue is recognized. As of December 31, 2002, revenues of $13.2 million were
deferred, along with costs associated with these revenues of $5.0 million. The net amount of $8.2 million is included on our balance sheet as of December 31, 2002
under the caption "Deferred revenues net of deferred costs of product shipments." There were no similar deferrals as of December 31, 2001. Revenues generated from our shipments of sample and
practice Biographers are recognized when all the above conditions are met, typically upon delivery of these products to Sankyo, as the sale of such products is not subject to future pricing
adjustments. With regard to product sales that were made directly by us to third parties, from time to time we allowed customers to return product for credit. In such instances, we deferred revenue
until the return period expired. We accrue for estimated warranty costs and other allowances when the revenues from product sales are recognized. The warranty expenses recorded to date have not been
significant and are within historical estimates.

Our
contract revenues may include up-front and/or interim milestone payments from co-promotion; sales, marketing and distribution; and development agreements.
Milestone payments are recorded as revenue based on the provisions of the underlying agreement and the estimated period of continuing obligations, generally the contract term. No revenue is recognized
for such milestones if there is any potential that these milestones may have to be repaid. All milestone payments received ($25.0 million) pursuant to our contractual arrangements with Sankyo
have been deferred, since the milestone payments may need to be repaid if the agreement is terminated because (1) we cannot supply product for a specified period of time, or (2) our
product is recalled or withdrawn from the market for a specified period of time, or (3) there is a change of control and our successor in interest terminates our agreement with Sankyo. Because
these conditions could occur and the payments might need to be repaid at any time, we are required to report the deferred amounts as current deferred revenue until the potential for repayment expires
in 2005. Consequently, if the contractual relationship runs its full term, the milestone amounts will be recognized as revenue beginning in 2005 and continuing over the remaining term of the initial
12-year agreement with Sankyo.

Our
contract revenues also include payments received pursuant to research grants. Revenue is recognized based on the performance requirements of the grant contract and as reimbursable
expenses are incurred.



Inventory is stated at standard cost adjusted to approximate the lower of actual cost (first-in, first-out method) or market, after
appropriate consideration is given to obsolescence and inventory in excess of anticipated future demand. However, due to the early stage of our product commercialization activities, the estimates
required in inventory valuation, including production yields and normal capacity, labor costs incurred in the production of each unit and overhead costs applicable to

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manufacturing
operations, are inherently uncertain. Thus, actual results may differ from those estimates. We will continue to evaluate the estimates in our inventory valuation as our manufacturing
operations become more stable and quantities reach more sustained levels. Adjustments to inventory for potential obsolescence or for inventory in excess of demand are also determined based on
significant estimates, which could subsequently change.

Furthermore,
prior to the approval by the FDA of our product and our commercial processes, material was generally charged to research and development expenses upon receipt and was not
carried as inventory in the financial statements. Accordingly, at and for the twelve months ended December 31, 2002, inventory values and the costs of product revenues do not include previously
expensed material.

Impairment of Long-Lived Assets

We consider annually whether indicators of impairment of long-lived assets are present. If such indicators are present, we determine whether the sum
of the estimated undiscounted cash flows attributable to the assets in question is less than their carrying value. If less, we recognize an impairment loss based on the excess of the carrying amount
of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals or other methods. If the assets determined to be impaired are to be held and used,
we recognize an impairment loss through a charge to our operating results to the extent the present value of anticipated net cash flows attributable to the asset are less than the asset's carrying
value, which we depreciate over the remaining estimated useful life of the asset. We may incur impairment losses in future periods if factors influencing our estimates change.

Results of Operations

Our results of operations have fluctuated from period to period and may continue to fluctuate in the future based upon the demand for our products, product
revenues and our costs of product revenues,
as well as the level of our expenses during any given period. Historical results should not be viewed as indicative of future operating results. We are also subject to risks common to companies in our
industry and at our stage of development, including risks inherent in our commercialization efforts; reliance upon Sankyo, our U.S. sales, marketing and distribution partner; enforcement of our
patents and proprietary rights; need for future capital, particularly in light of our current stock listing on the OTC Bulletin Board; potential competition; and uncertainty of regulatory approvals.
We have experienced operating losses since our inception, and we expect to continue to incur operating losses at least until we have significant product sales, if we ever do. We had a net loss of
$41.7 million for the year ended December 31, 2002. At December 31, 2002, our accumulated deficit and our stockholders' net capital deficiency were $296.8 million and
$42.6 million, respectively.

Comparison for the Years Ended December 31, 2002 and 2001

Net product revenuesfor the year ended December 31, 2002 were $3.5 million, compared
to $489,000 for the year ended December 31, 2001. Ninety percent (90%) of net product revenues recognized for the year ended December 31, 2002 resulted from sales of our GlucoWatch
Biographers in the United States. Approximately $1.6 million of our net product revenue recognized in 2002 related to sample and practice G2 Biographers shipped to Sankyo for use by their sales
force. Sample and practice G2 Biographers are sold to Sankyo at a fixed price that is not subject to adjustment and therefore the revenues from these sales are recognized on Sankyo's receipt of the
product. The majority of the remaining net product revenues reflects revenues for shipments of our first-generation product. Customers who purchased our first-generation Biographer in the United
States had a right to a free upgrade to the G2 Biographer if requested within a specified time period. We recognized revenue for our first-generation product only when we shipped the free upgrades or
when the upgrade

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period
expired. Net product revenues for the year ended December 31, 2001 resulted from the initial sales of our GlucoWatch Biographer in the United Kingdom.

For
its sales, marketing and distribution activities, Sankyo is entitled to a margin equivalent to a predetermined percentage of Sankyo's net sales to third-party customers. For Sankyo
to receive its specified margin, the following calculations are done. First, Sankyo's net sales are determined by subtracting certain allowed deductions such as rebates, discounts and fees, including
TheraCom's costs for product dispensing and patient reimbursement services, from Sankyo's gross sales. Next, the amount that Sankyo paid us for the products we shipped to them is subtracted from
Sankyo's net sales. The sales and marketing commission we owe to Sankyo is then calculated so that Sankyo receives its specified margin. In periods where the allowed deductions are high relative to
Sankyo's sales to its third-party customers, the effect of Sankyo being entitled to receive this specified margin is that we might report no, or negative, net product revenues for that period. This
predetermined percentage was 15% for net sales in the first year after our first-generation Biographer launch. Beginning April 1, 2003 and continuing for one year, this predetermined percentage
increases to 30%. Thereafter, for the remainder of the initial 12-year term of our agreement, the predetermined percentage
will be 40%; however, commencing on January 1, 2007, if Sankyo's net sales exceed $225.0 million in any given calendar year, then the predetermined percentage increases to 45% for one
year following the given calendar year that sales exceeded this specified amount. Payment of a quarterly sales and marketing commission, which constitutes a portion of this predetermined percentage to
which Sankyo is entitled, for the years 2002 through 2004 can be deferred until at least 2005 and, under certain circumstances, to 2008. As of December 31, 2002, total sales and marketing
commissions of $491,000 have been accrued, the payment of which has been deferred and are included on our balance sheet under the caption "Amount due to distributor and other long-term
liabilities."

Unit
shipments of the GlucoWatch Biographers for the year ended December 31, 2002 were approximately 36,000 Biographers, of which approximately 2,000 were first-generation
products sold directly to end users, and approximately 34,000 were second-generation products shipped to Sankyo, about 21,000 of which were for resale to Sankyo's customers and the remaining amount
were sample and practice units. The majority of these shipped units reflect our initial U.S. market entry of the second-generation Biographers. During the year ended December 31, 2002, we
shipped approximately 527,000 AutoSensors, of which approximately 454,000 were shipped to Sankyo. The total invoice amount of our Biographer, AutoSensor and accessory shipments for the year ended
December 31, 2002 was $17.2 million. In accordance with SEC Staff Accounting Bulletin No. 101 (SAB 101), however, we deferred product revenues related to product shipments
of approximately $13.2 million. The amount of deferred product revenues is subject to further adjustments to take into account commissions to Sankyo and other pricing adjustments and is a
component of deferred revenues net of deferred costs of product shipments in the liability section of our balance sheet.

Contract revenuesfor the year ended December 31, 2002 were $401,000, compared to
$5.3 million for the year ended December 31, 2001. Contract revenues for the years ended December 31, 2002 and 2001 included revenues related to our National Institutes of Health
(NIH) Small Business Innovative Research (SBIR) Phase I and II grants and our two NIH Phase I SBIR contracts, respectively. Revenues related to our NIH grants and contracts are recognized as research
activities are performed. Also included in contract revenues for the year ended December 31, 2001 is a milestone of $5.0 million pursuant to our now-terminated Product Supply
and Distribution Agreement with Yamanouchi Pharmaceutical Co., Ltd. related to FDA approval of our GlucoWatch Biographer.

Costs of product revenuesfor the year ended December 31, 2002 were $6.4 million. Costs
of product revenues for the year ended December 31, 2001 were $271,000. Costs of product revenues for the year ended December 31, 2002 consisted of $5.0 million in material and
other production costs associated with the manufacturing of our products and underabsorbed indirect overhead representing excess manufacturing capacity put in place to accommodate our anticipated
future requirements. In

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addition,
costs of product revenues for the year ended December 31, 2002 included approximately $1.1 million in expenses from the quarter ended June 30, 2002, related to the
write-off of obsolete first-generation Biographer inventory, caused by the earlier-than-anticipated FDA approval of our second-generation Biographer and its
anticipated launch in the third quarter of 2002. In the quarter ended December 31, 2002, we also wrote off $290,000 of material in excess of projected requirements and for outdated literature
and expired product. Subsequent to the write-off of $1.1 million in the second quarter 2002, we were able to utilize approximately $480,000 of this inventory, primarily due to our
redesign of the practice G2 Biographer to allow for the use of some of this material. Our costs of product revenues for the second half of the year ended December 31, 2002 would have been
$480,000 higher if we had not previously expensed the material written off. Additionally, we expect to utilize approximately $40,000 of the written-off inventory in future periods.

Pursuant
to our Sales, Marketing and Distribution Agreement with Sankyo, the sales price to Sankyo of practice and sample products approximates our costs. For the year ended
December 31, 2002, approximately half of the revenues we recognized derived from the sale of practice and sample products to Sankyo, which had a negative impact on our margins. Another factor
negatively affecting our margin for the current year was the cost of the G2 Biographers shipped as free upgrades to our customers who purchased our first-generation products. Customers who purchased
our first-generation product were eligible for a free upgrade if they responded to our upgrade offer within a certain period of time. We had initially deferred product revenues and costs of product
revenues for such first-generation products sold to customers who had the right to upgrade. We recognized these revenues and costs of product revenues, together with the cost of second-generation
product shipped as part of the upgrade offer, when we shipped the second-generation product upgrade. Additionally, average manufacturing costs are greater at low unit volumes, such as the volumes
expected during our initial commercialization in the United States. However, as a partial offset to these negative impacts on our product margin, costs of product revenues did not include certain
material and other product costs previously expensed. Prior to commercialization, materials that we purchased were expensed to research and development. We have been able to use some of this material
in our products sold. If we were to include the costs that were previously expensed to research and development but then used in our products sold, our costs of product revenues would have been
$1.4 million greater than the reported amounts for the year ended December 31, 2002. Overall, we expect our product margin to vary from period to period due to the mix of products sold,
i.e., Biographers, AutoSensors and accessories, and actual utilization of our manufacturing facilities.

For
the year ended December 31, 2002, we deferred costs of approximately $5.0 million related to deferred product revenues, and these costs are recorded as a component of
deferred revenues net of deferred costs of product shipments included in the current liabilities section of our balance sheet. The deferred revenues net of deferred costs of product shipments
currently reflected on our balance sheet as of December 31, 2002 and the net revenue ultimately recognized will be reduced in future periods as
the net sales price payable to Sankyo becomes fixed or determinable. However, future product shipments will continue to create additional deferred revenues net of deferred costs of product shipments.

Research and development expensesfor the year ended December 31, 2002 were
$13.9 million, compared to $27.4 million for the year ended December 31, 2001. Research and development expenses decreased significantly as a result of a reduction in material
costs charged to research and development expenses for commercial manufacturing scale-up. Research and development expenses include costs for scientific and product development personnel,
material used in the development and validation of high capacity manufacturing processes, consultants, clinical trials, supplies, and depreciation of equipment used in research and product
development. Significant expenses have been incurred in our efforts to increase our manufacturing capacity of both the disposable AutoSensors and durable Biographer. We have devoted internal resources
and conducted clinical trials to expand the indications of our products,

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specifically
to the pediatric segment. We also have ongoing efforts to enhance features and the usability of our products, which may be incorporated in subsequent generations of our products. Because
we do not have systems in place to capture the expenses incurred in each of the above areas, we are unable to report the expenses incurred to date in each of the above categories. In the coming year,
our research and development expenses will depend on product enhancements and regulatory submissions to the FDA.

Sales, marketing, general and administrative expensesfor the year ended December 31, 2002
were $22.5 million, compared to $15.5 million for the year ended December 31, 2001. These amounts included $14.2 million and $7.4 million of sales and marketing
expenses in the years ended December 31, 2002 and 2001, respectively. Included in the $14.2 million for 2002 is $10.0 million of advertising and promotion expenses that were
required under our agreement with Sankyo. The overall increase of $7.0 million in sales, marketing, general and administrative expenses over the prior year is primarily attributed to an
increase of $6.3 million in advertising and promotion expenses. These product promotion expenses will not be incurred in 2003 and thereafter, as Sankyo now has full responsibility for such
expenses. Furthermore, sales, marketing, general and administrative expenses in 2002 included an asset impairment charge of $1.5 million, primarily related to semi-automated,
back-up equipment for the production of AutoSensors, for which we do not have future alternative uses.

Interest and other incomefor the year ended December 31, 2002 was $417,000 compared to
$2.4 million for the year ended December 31, 2001. Included in interest and other income for the year ended December 31, 2001 was a gain of $1.1 million resulting from the
sale of certain marketable equity securities and cash proceeds of $416,000 pursuant to our 1999 Ortho-McNeil Pharmaceutical, Inc. agreement related to the sale of substantially all of our drug
delivery business. Excluding those gains, interest income decreased by $500,000 when compared to 2001. This decrease was primarily due to the lower yields on lower average cash and investment
balances.

Interest and other expensesfor the year ended December 31, 2002 was $3.2 million,
compared to $3.7 million for the year ended December 31, 2001. Included in interest and other expenses for the years ended December 31, 2002 and 2001 were the interest accrued on
our convertible debentures and the amortization of the value of the warrants issued in connection with our financing agreements. The interest rate on our convertible debenture notes decreased from
8.5% to 3.5% in the fourth quarter of 2002, which accounts for the majority of the change in interest and other expenses in 2002, compared to 2001.

Provision for income taxesfor the year ended December 31, 2002 was $23,000 and relates to
U.K. taxes on income. The provision for taxes for the year ended December 31, 2001 was $527,000, of which $500,000 was for foreign tax withholdings applicable to the milestone payment from
Yamanouchi Pharmaceutical Co., Ltd. and the remaining $27,000 relates to provisions for income taxes in the United Kingdom.

Comparison for the Years Ended December 31, 2001 and 2000

Net product revenuesfor the year ended December 31, 2001 were $489,000, compared with no
product revenues for the year ended December 31, 2000. Product revenues resulted from sales of our GlucoWatch Biographer in the United Kingdom.

Contract revenuesfor the year ended December 31, 2001 were $5.3 million, compared with
$1.1 million for the year ended December 31, 2000. In both years, contract revenues consisted primarily of milestone payments made by Yamanouchi Pharmaceutical Co., Ltd. The
increase in contract revenues was due to recognition of a $5.0 million milestone payment earned in March 2001 upon FDA approval of our GlucoWatch Biographer, compared with the remaining
amortization during 2000 of a prior milestone payment received from Yamanouchi in 1999.

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Revenues
from our two NIH six-month Phase I Small Business Innovative Research (SBIR) contracts and our SBIR two-year grant are recognized as research services
are performed. Total revenues recognized from such contracts and grant amounted to $300,000 in 2001 and $52,000 in 2000, respectively.

Costs of product revenuesfor the year ended December 31, 2001 were $271,000 due to our first
quarter 2001 product launch in the United Kingdom. There were no costs of product revenues for the year ended December 31, 2000. Costs of product revenues for 2001 consisted of material and
other production costs associated with the manufacturing of the Biographer and AutoSensors in the United Kingdom. Costs of product revenues did not include certain material and other product costs
previously written off as research and development expenses. If we were to include material and other product costs previously written off that were later used in the production of the Biographer and
the AutoSensor, our costs of product revenues at current production levels would have been $547,000, which would have resulted in negative gross margins. Manufacturing costs included in the cost of
each unit are greater at low unit volumes, such as have occurred in our controlled U.K. launch in 2001 and initial U.S. launch in 2002.

Research and development expensesfor the year ended December 31, 2001 were
$27.4 million, compared with $21.2 million for the year ended December 31, 2000. The increase was primarily due to an increase in expenses incurred for development and testing of
high capacity manufacturing processes, enhancements of our glucose monitoring products, and clinical trials.

Sales, marketing, general and administrative expensesfor the year ended December 31, 2001
were $15.5 million, compared with $10.1 million for the year ended December 31, 2000. The increase was primarily due to marketing efforts to support the commercial launch programs
in the United Kingdom ($2.1 million), implementation of the U.S. pilot marketing program, development of training programs for health care professionals and patients, and development of
promotional programs in anticipation of a U.S. launch.

Interest and other incomefor the year ended December 31, 2001 was $2.4 million,
compared with $2.0 million for the year ended December 31, 2000. Included in the 2001 interest and other income are a gain of $1.1 million resulting from the sale of certain
marketable equity securities and cash proceeds of $416,000 pursuant to our 1999 Ortho-McNeil sale of substantially all of our drug delivery business. Excluding these gains, interest income decreased
by $1.1 million when compared to 2000. The decrease in interest and other income was primarily due to the higher year 2000 interest income earned in conjunction with the higher average year
2000 cash, cash equivalents and investment balances.

Interest and other expensesfor the year ended December 31, 2001 were $3.7 million,
compared with $3.7 million for the year ended December 31, 2000. Included in both 2001 and 2000 interest and other expenses are the interest accrued on our convertible debentures and
capital lease financing arrangements and the amortization of the value of the warrants issued in connection with our financing agreements.

Provision for income taxesfor the year ended December 31, 2001 was $527,000, compared with
$100,000 for the year ended December 31, 2000. Provision for taxes primarily relates to foreign tax withholding applicable to the Yamanouchi milestone revenue recorded in the first quarter of
2001 and in the first quarter of 2000, and it also includes provisions for taxes paid in the United Kingdom.

Cumulative effect of a change in accounting principle.In June 1999 and September 1999,
we issued convertible debentures of $14.0 million and $3.0 million, at conversion prices of $12.705 and $11.8663, respectively. The debentures were immediately convertible into shares of
common stock and had a coupon rate of 8.5%. In connection with the issuance of these debentures, we also issued to debenture holders warrants to purchase an aggregate of 745,000 shares of common
stock. At the time of the

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issuance
of convertible debentures, we determined that, based on the fair value of common stock and specified conversion prices and in accordance with the then-applicable accounting pronouncements,
these debentures did not contain embedded beneficial conversion features.

In
November 2000, the Emerging Issues Task Force (EITF) of the Financial Accounting Standards Board (FASB) reached a consensus on Issue 00-27, Application of EITF
Issue 98-5, "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios to Certain Convertible Instruments," and concluded that
an issuer should calculate the intrinsic value of a conversion option using the effective conversion price based on the proceeds received for or allocated to the convertible instrument instead of the
specified conversion price in the instrument. The EITF required companies to apply the prescribed methodology for computing the beneficial conversion feature of convertible securities through a
cumulative catch-up accounting change in the quarter that includes November 2000 for any such security issued after May 20, 1999, the effective date of EITF 98-5.
Accordingly, we recorded a one-time, non-cash charge of $5.0 million in the fourth quarter of 2000 to record the cumulative effect of a change in accounting principle,
as required by the EITF.

Financing Activities



On February 20, 2002, we completed a public financing wherein we offered 4.0 million shares of our common stock to investors and granted an
over-allotment option of 600,000 shares to the underwriters, which they exercised on February 28, 2002. From this offering, we received gross proceeds in the amount of
$16.1 million, out of which we paid a total of $1.0 million as an underwriting discount and $318,000 in offering expenses.



In June 1999, we entered into a Convertible Debenture and Warrant Purchase Agreement, which has subsequently been amended ("Convertible Debenture
Agreement"). As of December 31, 2002, the total outstanding balance plus accrued interest on the Convertible Debentures, as defined below, totaled $22.3 million.

Under
the Convertible Debenture Agreement, 8.5% convertible debentures with a principal amount of $14.0 million due June 29, 2004 were issued at a conversion price of
$12.705 per share ("June 2004 Debentures"). The Convertible Debenture Agreement also provided for the issuance of an additional $6.0 million of convertible debentures consisting of two
$3.0 million tranches ("additional tranches") for similar terms and conditions, except for the determination of conversion prices upon issuance of additional tranches. The conversion prices for
the additional tranches were to be determined based on certain market-based formulas defined in the Convertible Debenture Agreement. In September 1999, we issued convertible debentures for
$3.0 million pursuant to the terms of the additional tranches. The first additional tranche due on September 29, 2004 had a conversion price of $11.8663 ("September 2004
Debentures," together with the June 2004 Debentures, the "Convertible Debentures"). The $3.0 million under the second additional tranche was still available as of December 31,
2002, subject to approval by both parties. The convertible debentures had a stated interest rate of 8.5% per annum and an effective interest rate of 13.5% per annum. The effective interest rate
includes a non-cash charge of $6.6 million for the amortization of the fair value of warrants, computed on the basis of a Black-Scholes valuation model, issued in connection with
the Convertible Debentures.

In
conjunction with the issuance of Convertible Debentures, in June 1999 and September 1999, we issued to the debenture holders warrants to purchase 606,000 shares and
139,000 shares of common stock, respectively, at the respective exercise prices of $13.86 per share and $16.18 per share. Each tranche of warrants had a contractual term of five years from the date of
the respective grants. At the dates of the grants, the fair values ascribed to these warrants were $5.0 million and $1.1 million,

9

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respectively,
based on a Black-Scholes valuation model. The valuation of $5.0 million was determined using the following assumptions for volatility, interest rate, stock price, and dividend
rate: 0.9985, 5.8%, $11.19, and 0.0%, respectively. The valuation of $1.1 million was determined using the following assumptions for volatility, interest rate, stock price, and dividend rate:
0.9923, 5.85%, $11.06, and 0.0%, respectively. These values were recorded as debt discount and are being amortized as additional interest expense over the debt term. We recorded amortization of
$1.2 million for each of the years ended December 31, 2002, 2001 and 2000. As of December 31, 2002, the aggregate unamortized fair value of the warrants amounted to
$1.9 million.

Also
in connection with the issuance of Convertible Debentures, we issued to the placement agent warrants to purchase 50,000 shares of common stock at the exercise price of $13.86 per
share. At the date of grant, the fair value ascribed to the warrants was $417,000, based on a Black-Scholes valuation
using the following assumptions for volatility, interest rate, stock price, and dividend rate: 0.9985, 5.8%, $11.19, and 0.0%, respectively. This amount was recorded as deferred financing cost and is
being amortized as additional interest expense over the debt term. We recorded amortization of $83,000 for the year ended December 31, 2002. As of December 31, 2002, the aggregate
unamortized fair value of the warrants amounted to $125,000.

Under
the original terms of the Convertible Debenture and Warrant Purchase Agreement dated June 29, 1999, the 8.5% Convertible Debentures Due June 29, 2004 and the 8.5%
Convertible Debentures Due September 29, 2004, if Cygnus were to have been delisted from the Nasdaq National Market, the debenture holders could have declared that a default had occurred and
could have required immediate payment of the outstanding principal and interest balances ($22.3 million as of September 30, 2002). To address this contingency, we entered into an
agreement with the debenture holders on August 21, 2002 to amend the Convertible Debenture and Warrant Purchase Agreement and the Convertible Debentures to specify that as long as our stock is
trading on any market or exchange, including the OTC Bulletin Board, there is no default under these agreements. Thus, our later move to the OTC Bulletin Board is not a default under the Convertible
Debentures, as amended. The debenture holders also agreed to reduce the interest rate on the Convertible Debentures from 8.5% to 3.5% per annum, payable quarterly, effective October 1, 2002, on
the new principal amount of $22.3 million. Furthermore, pursuant to the August 21, 2002 amendment, we are required to pay $2.0 million in principal to the debenture holders on
June 30, 2003 and an additional $2.0 million in principal on December 31, 2003, minus the amounts received if the holders have converted any shares of stock.

The
Convertible Debentures, as amended, also allow for limited conversions into stock at a price premium (101% or 107%, depending on the market price) to the market price of Cygnus'
common stock, with certain minimum conversion prices established. For the period of October 1, 2002 to December 31, 2002, the minimum conversion price was $3.50 per share. For the period
of January 1, 2003 to March 31, 2003, the minimum conversion price is $2.00 per share. Conversions cannot exceed 8% of the trading volume for a given month, and are limited to $500,000
per month, unless Cygnus' common stock trades at or above $3.50 for that month. On March 24, 2003, the last reported sale price for our common stock was $0.37 per share. Based on this last
reported sale price of our common stock, the current minimum conversion price of $2.00 per share is applicable, which means that a maximum of 250,000 shares per month may be converted under the
Convertible Debentures at this conversion price, subject to the limitation of 8% of the trading volume for the month.

On
December 7, 2002, we further amended the Convertible Debentures to establish a minimum conversion price of $1.054 per share of common stock for the period beginning
April 1, 2003 for the remaining term of the Convertible Debentures, resulting in a maximum of 474,383 shares per month that may be converted under the Convertible Debentures, again subject to
the limitation of 8% of the trading volume for the month. Furthermore, the Convertible Debentures, as amended, may not be converted to the extent such conversion would result in their holders in the
aggregate being deemed to

10

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beneficially
own more than 9.9% of our total issued and outstanding common stock. Separately, we entered into a Security Agreement to grant a security interest to all of our assets, with the exception
of our U.S. patents and patent applications, to the debenture holders as contemplated by the prior amendments to the Convertible Debentures.



In June 1999, we also entered into a Structured Equity Line Flexible FinancingSM Agreement. Since that time, we have entered into two
additional equity lines, one in March 2001 and another in October 2001 (collectively, the "equity lines"). As of December 31, 2002, we had received aggregate proceeds of
$57.2 million pursuant to our equity lines, and we have $30.8 million available under our equity lines, of which $1.8 million is available under our second equity line and
$29.0 million is available under our third equity line, subject to the practical limitations described below.

The
original equity line had a maximum aggregate issue price of $30.0 million over a two-year commitment period and allowed us, at our sole discretion, to sell common
stock over this period. We were also required to issue warrants to purchase a minimum of 120,000 shares at the exercise price equal to 120% of the weighted-average per share sale price of all shares
sold under the original equity line. The per share purchase price of shares issued under the original equity line was determined by certain market-based pricing formulas. À

In
May 2000, the original equity line was amended to increase the maximum aggregate issue price to $60.0 million, to provide for the issuance of warrants to purchase up to
600,000 shares of common stock, to replace the calculation used to determine the per share price with a formula more favorable to Cygnus, and to extend the commitment period to June 30, 2003.
Under the original equity line, we received aggregate proceeds of $26.1 million. In March 2001, we terminated our original equity line, as amended, and entered into a second equity line
for a maximum aggregate issue price of $33.0 million with the same investors. The terms and conditions of this second equity line were substantially the same as the original equity line, as
amended, and the commitment period ends June 30, 2003. As of December 31, 2002, we had received aggregate proceeds of $31.2 million under the second equity line. On
October 1, 2001, we entered into our third equity line with the same investors for a maximum aggregate issue price of $29.0 million. The terms and conditions of this third equity line
are substantially
the same as the prior equity lines, and the commitment period ends December 31, 2004. As of December 31, 2002, we had not utilized the third equity line.

In
1999 under our equity lines, we received gross proceeds of $9.5 million from the sale of 1.0 million shares of common stock. In 2000, we received gross proceeds of
$14.2 million from the sale of 1.5 million shares of common stock. In 2001, we received gross proceeds of $33.0 million from the sale of 5.1 million shares of common stock.
During the year ended December 31, 2002, we received gross proceeds of $528,000 from the sale of 170,000 shares of our common stock under the second equity line.

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In connection with the original equity line, as amended, for the investors' activities in 1999, we issued to the investors five-year warrants to purchase up to 95,000 shares
of common stock at an exercise price of $11.51 per share. Pursuant to the agreements with the investors and the placement agent, for the investors' activities in 2000, we issued to the investors
five-year warrants to purchase up to 142,000 shares of common stock at exercise prices ranging from $6.00 to $20.40 and to the placement agent a five-year warrant to purchase
up to 11,000 shares of common stock at an exercise price of $9.85. In January 2002, for the investors' activities in 2001, under the original equity line and the second equity line, we issued
to the investors five-year warrants to purchase up to 24,000 and 471,000 shares of common stock at an exercise price of $6.99 and $9.76, respectively, and to the placement agent a
five-year warrant to purchase up to 50,000 shares of common stock at an exercise price of $7.74 per share. In January 2003, for the investors' activities in 2002, under the second
equity line, we issued to the investors a five-year warrant to purchase up to 17,044 shares of common stock at an exercise price of $4.65 per share. Warrants will only be issued in the
future if the equity lines are utilized.

On
September 17, 2002, we amended our existing equity line agreements so that these equity lines would be available as long as we are listed on either the Nasdaq National Market
or the SmallCap Market. The amended equity lines also added an alternative 15-day investment period to the existing 30-day, 60-day and 90-day investment
periods and limited the investors' required purchase amount with certain trading volume limitations. However, since we are not currently listed on either the Nasdaq National Market or the SmallCap
Market, our investors under the equity line agreements may elect to suspend or terminate these agreements, in which case we will not be able to utilize the $30.8 million available under these
equity line agreements. Even if these investors elect not to suspend or terminate these equity line agreements, we believe, as a practical matter, we will not be able to draw on these equity line
agreements for the foreseeable future. So long as we are not listed on a national exchange or quoted on the Nasdaq National Market or the SmallCap Market, we believe that it will not be practical for
us to draw on our equity lines in light of (i) the penny stock rules that require the underwriter to undertake relatively burdensome disclosure obligations in connection with issuances of penny
stock securities such as ours, (ii) our need to individually comply with each state's blue sky laws governing unlisted securities issuances, and (iii) the relatively high level of
dilution that issuances would have at current market prices for our stock.

Liquidity and Capital Resources

As of December 31, 2002, our cash, cash equivalents and investments totaled $26.6 million and our stockholders' net capital deficiency was
$42.6 million.

Net
cash used in operating activities for the year ended December 31, 2002 was $12.2 million, compared to net cash used of $28.2 million for the year ended
December 31, 2001. Cash used in operating activities during the year ended December 31, 2002 was primarily due to our net loss of $41.7 million and our Sanofi arbitration
obligations totaling $8.4 million, partially offset by increases in deferred revenues of $20.0 million, deferred revenues net of deferred costs of product shipments of
$8.2 million, amounts due to distributor of $7.2 million and an asset impairment charge of $1.5 million. Cash used in operating activities during the year ended
December 31, 2001 was primarily due to our net loss of $39.2 million, partially offset by a net increase in liabilities of $4.2 million and deferred revenue of
$5.0 million, and non-cash, stock-based compensation of $2.1 million.

Net
cash provided by investing activities of $2.8 million for the year ended December 31, 2002 resulted primarily from the net sales and maturities of investments of
$3.4 million. Net cash provided by investing activities of $6.6 million for the year ended December 31, 2001 resulted primarily from the net sales and maturities of investments of
$9.1 million, partially offset by capital expenditures of $2.6 million.

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Net
cash provided by financing activities totaled $15.7 million for the twelve months ended December 31, 2002 and included net proceeds of $14.7 million from the
2002 public offering of our common stock, net proceeds of $452,000 from sales of our common stock under our second equity line and additional cash proceeds, primarily from sales of our common stock
under our employee stock purchase plan, of $554,000. Net cash provided by financing activities totaled $30.7 million for the year ended December 31, 2001 and included net proceeds of
$32.5 million from the sale of common stock under our equity lines and additional cash proceeds of $1.3 million, primarily from sales of common stock under our employee stock purchase
plan, partially offset by long-term debt repayments of $3.1 million.

As
of December 31, 2002, our contractual obligations for the next five years and thereafter are as follows:

|                                   |  | Amounts Due (in thousands) |        | 
|---------------------------------- |  | -------------------------- | ------ | 
|
|Convertible Debentures(1)          |  | $                          | 22,281 | 
|Interest on Convertible Debentures |  |                            | 1,237  | 
|Capital lease obligations          |  |                            | 176    | 
|Operating leases(2)                |  |                            | 1,376  | 
|Arbitration obligations            |  |                            | 15,000 | 
|Amounts due distributor(3)         |  |                            | 7,237  | 
|Unconditional purchase obligations |  |                            | 3,114  | 
|                                   |  |                            |        | 
|Total contractual cash obligations |  | $                          | 50,421 | 
|                                   |  |                            |        | 

---

The
level of cash used in operating activities during previous periods is not necessarily indicative of the level of future cash usage. Our long-term capital expenditure
requirements will depend upon numerous factors, including, but not limited to, (i) costs associated with high-capacity manufacturing to meet market demand, (ii) the time required to
obtain regulatory approvals, (iii) the additional expenditures to support the manufacturing of new products, if and when approved, (iv) the progress of our research and development
programs and (v) possible expansion into new markets.

As
of December 31, 2002, we had existing cash, cash equivalents and investments of $26.6 million. However, we have incurred significant net losses since our inception,
including a net loss of $41.7 million for the year ended December 31, 2002. We have incurred negative cash flows from operations since our inception, including net cash used in
operations of $12.2 million in 2002. At December 31, 2002, our stockholders' net capital deficiency was $42.6 million. On January 8, 2003, our common stock ceased trading
on the Nasdaq National Market and instead now trades on the OTC Bulletin Board. Given this development, we believe it will not be practical for us to draw on our equity lines and thus we do not have
access to the $30.8 million available on the equity lines.

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In
2002, we shipped product with a total invoice value of $17.2 million. Much of this product is being used to meet Sankyo's inventory carrying requirements. Additionally, due to
the lengthy process of seeking insurance reimbursement, Sankyo has experienced a delay in selling product through to end-user customers. We anticipate significantly more shipments to
Sankyo in the second half of 2003 compared to the first half of 2003 as Sankyo reduces their current inventory during the first part of the year.

As
of December 31, 2002, based upon current expectations for operating losses and projected short-term expenditures, we believe that existing cash, cash equivalents, and
investments of $26.6 million, coupled with product revenues from the sale of our GlucoWatch G2 Biographers and AutoSensors and cash from purchase orders and commitments received from Sankyo
will be sufficient to meet our existing operating expenses, arbitration obligations, debt servicing and repayments, and capital expenditure
requirements at least for the next 12 months. However, there can be no assurance that we will not require further financing and, if we do, that such financing will be available.

Income Taxes

At December 31, 2002, we had federal net operating loss and research and development tax credit carryforwards of $236.0 million and
$6.2 million, respectively. These carryforwards expire at various dates beginning in 2003 and ending in 2022. For state income tax purposes, at December 31, 2002 we had net operating
loss carryforwards of $66.0 million that expire at various dates beginning in 2004 and ending in 2012, and state research and development tax credits of approximately $4.5 million, which
do not expire.

Because
of the change-in-ownership provisions of the Internal Revenue Code, a substantial portion of our net operating loss and tax credit carryforwards may be
subject to annual limitations. The annual limitations may result in the expiration of the net operating losses and tax credits before utilization.

Arbitration Obligations

On December 11, 1997, the International Court of Arbitration issued a Final Award, which was not appealable, in an arbitration matter between Sanofi, S.A.,
now Sanofi~Synthelabo, and Cygnus related to transdermal hormone replacement therapy systems. This Final Award against Cygnus of $37.0 million was entered as a judgment of the United States
District Court for the Northern District of California. An initial payment of $14.0 million was made within 14 days of the Final Award, and in 1997 we accrued an aggregate remaining
liability of $23.0 million for the following obligations: (i) payments of an aggregate amount equal to $17.0 million as royalty payments for the period 2001 through 2005, payable
60 days after the end of each fiscal year ($2.0 million of which was paid in February 2002 for the year 2001, $3.0 million is to be paid for the year 2002,
$4.0 million is to be paid for the year 2003, $4.0 million is to be paid for the year 2004 and $4.0 million is to be paid for the year 2005), and (ii) a convertible
promissory note bearing interest at 6.5% per annum in the principal amount of $6.0 million, issued in December 1997, which was paid in full in cash with accrued annual interest of
$390,000 in January 2002. The underlying agreement, which was the subject matter of the arbitration, was terminated on December 15, 1999. As of December 31, 2002, the aggregate
amount payable under this obligation was $15.0 million, of which $3.0 million is included in our current obligations.

Contract Manufacturing Arrangements

In 1997, we entered into a Product Supply Agreement with Contract Manufacturing, Inc. (CMI), now Corium International ("Corium"), to manufacture our
AutoSensors. During 2002, 2001 and 2000 we paid Corium $4.6 million, $4.9 million, and $1.5 million, respectively, in connection with the manufacturing services. Corium is owned
by a former employee of Cygnus. We also buy certain of our

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capital
manufacturing equipment for the AutoSensors from a company previously under the control of this same owner of Corium. During 2002, 2001 and 2000, we purchased capital equipment for $600,000,
$1.8 million and $1.3 million, respectively, from this company.

New Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board (FASB) issued Statement No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities" (FAS 146), which addresses accounting for restructuring, discontinued operation, plant closing, or other exit or disposal activity. FAS 146 requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. FAS 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. The adoption of FAS 146 is not expected to have a significant impact on our financial position and results of operations.

In
November 2002, the FASB issued Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." FIN 45 elaborates on the existing disclosure requirements for most guarantees, including residual value guarantees issued in conjunction with operating lease agreements. It
also clarifies that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value of the obligation it assumes under that guarantee and must disclose
that information in its interim and annual financial statements. The initial recognition and measurement provisions apply on a prospective basis to guarantees issued or modified after
December 31, 2002. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. Our adoption of the recognition and
measurement provisions of FIN 45 is not expected to have a material impact on our results of operations and financial position.

In
December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based CompensationTransition and Disclosure" (FAS 148). FAS 148 amends
Statement No. 123, "Accounting for Stock-Based Compensation" (FAS 123), to provide alternative methods of transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, FAS 148 amends the disclosure requirements of FAS 123 to require more prominent disclosures in both annual and interim financial
statements about the method of accounting
for stock-based employee compensation and the effect of the method used on reported results. The additional disclosure requirements of FAS 148 are effective for fiscal years ending after
December 15, 2002. We have elected to continue to follow the intrinsic value method of accounting, as prescribed by Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for
Stock Issued to Employees," to account for employee stock options. (See Note 1, Basis of Presentation and Summary of Significant Accounting Policies, for the disclosures required by
FAS 148.)

In
January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46). This interpretation of Accounting Research Bulletin
No. 51, "Consolidated Financial Statements," addresses consolidation by business enterprises of variable interest entities. Under current practice, two enterprises generally have been included
in consolidated financial statements because one enterprise controls the other through voting interests. FIN 46 defines the concept of "variable interests" and requires existing unconsolidated
variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among the parties involved. This interpretation applies immediately to
variable interest entities created after January 31, 2003. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an
enterprise holds a variable interest that it acquired before February 1, 2003. The interpretation may be applied prospectively with a cumulative-effect adjustment as of the date on which it is
first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the first year restated. The

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disclosure
provisions under the interpretation are effective as of December 31, 2002. We do not expect the adoption of FIN 46 to have a material impact on our financial position or results of
operations.

Non-Audit Services of Independent Auditors

Our independent auditors, Ernst & Young LLP, perform the following non-audit services that have been approved by our Audit Committee of the
Board of Directors: U.S. tax planning and compliance services, review of SEC registration statements, audits of our benefit plans, preparation of comfort letters and consultation on accounting
standards and transactions.

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RISK FACTORS

In determining whether to invest in our common stock, you should carefully consider the information below in addition to all other
information provided to you in this report, including the information incorporated by reference in this report. The statements under this caption are intended to serve as cautionary statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The following information is not intended to limit in any way the characterization of other statements or information under other
captions as cautionary statements for such purpose.

Risks Related to Our Business

We have incurred substantial losses, have a history of operating losses, have an accumulated deficit and stockholders' net capital
deficiency and expect continued operating losses.

We
had a net loss of $41.7 million for the year ended December 31, 2002. At December 31, 2002, our accumulated deficit and stockholders' net capital deficiency were
$296.8 million and $42.6 million, respectively. We have experienced operating losses since our inception, and we expect to continue to incur operating losses at least until we have
significant product sales, if we ever do. Our historical revenues have been derived primarily from product development and licensing fees related to our products under development and manufacturing
and royalty revenues from our drug delivery business, which was sold in December 1999. We may fail in our efforts to introduce our current and future products or to obtain additional required
regulatory clearances. Our products may never gain market acceptance, and we may never generate significant revenues or achieve profitability.

Our equity lines may be suspended or terminated and we may not be able to replace them. If adequate funds are not available or are not available on acceptable
terms, we may be unable to continue to commercialize our product, develop new products or respond to competitive pressures, and any of these situations could negatively impact our
business.

In
order to widely commercialize our GlucoWatch G2 Biographer, as well as continue to develop our product line, we may require substantial additional resources. We may seek additional
funding through public or private financings, including debt or equity financings. Furthermore, since our stock is not listed on either the Nasdaq National Market or Nasdaq SmallCap Market, our
investors under the equity line agreements may elect to suspend or terminate these agreements, in which case we will not be able to utilize the $30.8 million available under these equity line
agreements. Even if these investors elect not to suspend or terminate these equity line agreements, we believe, as a practical matter, we will not be able to draw on these equity line agreements for
the foreseeable future. As a result, we may need to seek other financing arrangements. Any additional equity financings are likely to dilute the holdings of current stockholders. Debt financing, if
available, may have restrictive covenants. We may not be able to obtain adequate funds when we need them from financial markets or other sources. In particular, our ability to raise funds through the
capital markets may be materially adversely affected as a result of any general reduction in commercial activity occasioned by terrorist activity or armed conflict. Even if funds are available, they
may not be available on acceptable terms. If we cannot obtain sufficient additional funds, we may have to delay, scale back or eliminate some or all of our commercialization and development
activities, license or sell products or technologies that we would otherwise seek to develop ourselves or declare bankruptcy. The amounts and timing of future expenditures will depend on the sales
volumes of our GlucoWatch G2 Biographers and our AutoSensors; the rates at which operating losses are incurred; expenses related to clinical trials, ongoing research and development for future
products; FDA regulatory process; and other factors, many of which are beyond our control.

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We are highly leveraged and may be unable to service our debt or satisfy our other obligations. If we cannot pay amounts due under our obligations, we may need to
refinance all or a portion of our existing debt, sell equity securities, sell all or a portion of our assets, or cease operations.

As
of December 31, 2002, we had total liabilities of $83.1 million (net of unamortized debt discount of $1.9 million), of which $47.4 million were current
liabilities. This $47.4 million includes $25.0 million in deferred revenues and $8.2 million in deferred revenues net of deferred costs of product shipments, which may be
recognized as revenue upon the completion of certain criteria. Our ability to meet our debt service obligations and other liabilities depends upon our future performance, which will depend upon
financial, business and other factors, many of which are beyond our control. We may fail to generate sufficient cash flows in the future to cover our fixed charges or to permit us to satisfy any
redemption obligations pursuant to our indebtedness. Historically, we have experienced significant negative cash flows from operations. If we cannot generate sufficient cash flows in the future to
cover our fixed charges or to permit us to satisfy any redemption obligations pursuant to our indebtedness and we are unable to borrow sufficient funds under our credit facilities or from other
sources, we may need to refinance all or a portion of our existing debt, sell equity securities or sell all or a portion of our assets. We may not successfully complete any of these courses of action.
The degree to which we are leveraged could exacerbate limitations on our ability to obtain financing for working capital, commercialization of products or other purposes and could make us more
vulnerable to industry downturns and competitive pressures. In the event of insolvency, bankruptcy, liquidation, reorganization, dissolution or winding-up of our business or upon default
or acceleration related to our debt obligations, our assets would first be available to pay the amounts due under our
debt obligations. Holders of our common stock would only receive any assets remaining after satisfaction in full of all indebtedness and preferred stock liquidation preferences, if any.

We are dependent on Sankyo to sell, market and distribute our products in the United States. If Sankyo is not successful in the sales, marketing and distribution
of our products in the United States, our business will be materially adversely affected.

On
July 8, 2002, we entered into a Sales, Marketing and Distribution Agreement with Sankyo. This new agreement completely supersedes and replaces our November 28, 2001
Co-Promotion Agreement with Sankyo. Under the new agreement, Sankyo is responsible for sales, marketing, managed care and government contracting, and distribution of our GlucoWatch
Biographers and other similar glucose monitoring products in the United States for an initial period of 12 years. As a result of this new agreement, Sankyo took greater control over commercial
decisions related to the GlucoWatch Biographers, including but not limited to, the timing of new product launches and types of promotional programs. If Sankyo is not successful in performing these
functions, our business will be materially adversely affected. We decided to enter into this new agreement, rather than develop and/or expand such capabilities in-house, given the existing
capabilities of Sankyo. During the term of the agreement, Sankyo cannot sell, market or distribute any other glucose monitoring product in the United States. If either party fails to meet its
contractual obligations under the agreement, we may be unable to successfully commercialize our products or may experience delays in commercialization due to the necessity of seeking an alternative
third party or parties to perform the functions previously handled by Sankyo or may need to develop these capabilities ourselves at considerable expense. If Sankyo does not make timely payments under
its purchase orders and commitments, our cash flows could be materially adversely affected. Furthermore, Sankyo has contracted with TheraCom, Inc. to provide product dispensing and patient
reimbursement services in the United States, and so we are also dependent on TheraCom, Inc. In the event of specific dire financial situations, our Sales, Marketing and Distribution Agreement
with Sankyo provides that Sankyo will have a first priority security interest in certain of our U.S. patents and the right to purchase our U.S. regulatory submissions. For its sales, marketing and
distribution activities, Sankyo is entitled to receive sales and marketing commissions based on a predetermined percentage, which increases over time, of Sankyo's net sales to third-party customers.

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Payment
of these commissions for the years 2002 through 2004 can be deferred until at least 2005 and, under certain circumstances, to 2008. As of December 31, 2002, total commissions of
$491,000 have been accrued, the payment of which has been deferred. Under our new agreement with Sankyo, Sankyo assumes responsibility for promotional funds beginning in 2003; however, for the year
2002, we are obligated to reimburse Sankyo for actual promotional costs up to $10.0 million, less promotional costs incurred by us during 2002. As of December 31, 2002, Sankyo had
incurred $6.7 million and we had incurred $3.3 million for 2002 promotional expenses; thus we are obligated to reimburse Sankyo for $6.7 million in promotional funds, but we have
a contractual right to defer the payment of such reimbursement to Sankyo until 2004. Once the deferral of our commissions and promotional funds reaches a certain specified dollar amount, Sankyo will
then have a first security interest in certain of our U.S. patents. Our commission deferral and our promotional funds have not reached that specified dollar amount.

If patients do not receive reimbursement from third-party health care payors, we may be unsuccessful in selling our products to a broad range of
customers.

Successful
commercialization of our products will depend in large part on whether patients who purchase our products will be reimbursed for the expense by third-party payors, which
include private insurance plans, Medicare, Medicaid and other federal health care programs. Currently, our products do not have widespread reimbursement. There can be no assurance that such
reimbursement will be available in a sufficient time frame, or at all. Furthermore, Sankyo now has responsibility for this function under our Sales, Marketing and Distribution Agreement. In the third
quarter of 2002, Sankyo contracted with TheraCom, Inc. to assist customers on a patient-by-patient basis in obtaining reimbursement. Sankyo is utilizing its managed care
group to work with third-party health care payor organizations in order to obtain broad reimbursement coverage. Third-party payors, including federal health care programs and managed care and other
private insurance plans, are increasingly seeking to contain health care costs by limiting the coverage of, and the amount of reimbursement for, new diagnostic products. As a result, adequate levels
of reimbursement may not be available for patients, many of whom may therefore not purchase our products. If meaningful reimbursement from third-party payors is not available, we may not be able to
achieve a level of market acceptance of our product, and we may not be able to maintain price levels sufficient to realize an adequate return on our investment. In the United States and other
countries, the period of time needed to obtain approval for the reimbursement of our products to patients can be lengthy. We may need to delay the launch of our products in some countries until we
have established eligibility for reimbursement. This delay could potentially harm our business.

We depend on third-party suppliers for the Biographer and AutoSensor components. Any interruption in the supply of system components or an increase in the pricing
of these components could prevent us from manufacturing our products or adversely affect our margins.

The
G2 Biographer and AutoSensor are manufactured from components purchased from outside suppliers, most of whom are our single source for such components. Some of these companies are
small enterprises that may encounter financial difficulties because of their size. We have been notified by one of our sole source suppliers that they are encountering financial difficulties. If we
are unable, for whatever reason, to obtain these components from our suppliers or if the components obtained from these suppliers do not pass quality standards, we will be required to obtain the
components from alternative suppliers. Additionally, in the event a current supplier is unable to meet our component requirements, we might not be able to rapidly find another supplier of the
particular component or an alternative supply of the particular component at the same price or lead time. An interruption in the supply of the G2 Biographer or AutoSensor components or excessive
pricing of these components could prevent us from manufacturing our products or adversely affect our margins and may significantly impact our ability to achieve a successful U.S. market penetration.
An interruption in the manufacturing of our products could lead to our failure to meet our supply obligations under the Sales,

19

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Marketing
and Distribution Agreement with Sankyo and, upon an extended failure to supply by us, Sankyo has the option to manufacture, or have manufactured for them, the products or to terminate the
agreement.

Such
third-party suppliers may, for competitive reasons, support directly or indirectly a company or product that competes with one of our products. If such a third-party supplier
terminates an arrangement, cannot fund or otherwise satisfy its obligations under its arrangements or disputes or breaches a contractual commitment, then we would likely be required to seek an
alternative third-party supplier. If we were unable to find a replacement third-party supplier, our capital requirements could increase substantially and our business and financial condition could be
materially adversely affected. If we were required to develop our own capabilities, we would continue to incur significant start-up expenses and we would compete with other companies that
have experienced and well-funded operations.

We
rely on supply agreements, including those with Hydrogel Design Systems, Inc., Key Tronic Corporation, Sanmina Corporation and E.I. du Pont de Nemours and Company, among
others.

Our very limited medical device manufacturing experience may prevent us from successfully commercializing our product.

We
may encounter problems in manufacturing our GlucoWatch G2 Biographer. We are responsible for manufacturing the GlucoWatch G2 Biographer and we have contracted with a third party,
Corium International, to manufacture our AutoSensors. Thus, we are dependent upon Corium International for such manufacturing. Our GlucoWatch G2 Biographer and AutoSensor have been manufactured for
commercial sale on a limited basis, and we have no experience manufacturing the volumes that would be necessary for us to achieve significant commercial sales. In the past, we initially experienced
problems in scaling-up our now-discontinued transdermal drug delivery
products. There can be no assurance that similar problems will not be encountered in the future with our G2 Biographers, our AutoSensors and our future products. To successfully commercialize the G2
Biographer and the AutoSensors, we will have to manufacture these products in compliance with regulatory requirements, in a timely manner and in sufficient quantities, while maintaining performance
and quality of the products and a commercially feasible cost of manufacturing. There can be no assurance that we will be able to expand and then maintain reliable, full-scale manufacturing
of the G2 Biographer and the AutoSensors at commercially reasonable prices. Manufacturers often encounter difficulties in scaling up production of new products, including problems involving product
performance, production yields, quality control and assurance and personnel staffing levels. In addition, manufacturing facilities will be subject to extensive regulations, including those of the FDA,
international quality standards and other regulatory requirements. Because we have contracted with a third party for manufacturing our AutoSensors, there are normal business risks associated with
outsourcing this function to a third party. Difficulties encountered in manufacturing scale-up or failure by us or a third party to implement and maintain manufacturing facilities in
accordance with FDA regulations, international quality standards or other regulatory requirements could result in a delay or termination of production, which could have a material adverse effect on
our business, financial condition and results of operations.

Due
to the early stage of our product commercialization activities, the estimates required in inventory valuation, including production yields and normal capacity, labor costs incurred
in the production of each unit and overhead costs applicable to manufacturing operations, are inherently uncertain. Thus, actual results may differ from those estimates. We will continue to evaluate
the estimates in our inventory valuation as our manufacturing operations become more stable and quantities reach more sustained levels. However, we cannot give any assurance whether we can
successfully implement any infrastructure changes in a timely manner to support our ongoing commercialization efforts.

20

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If the market does not accept our new type of products, we may not generate revenues and achieve or sustain profitability.

We
are focusing our efforts on a line of frequent, automatic and non-invasive glucose monitoring devices. In order for our products to be successful, we must increase
awareness and acceptance of our products among physicians, patients and the medical community. The market may not accept our products, given that they are different from the established finger-stick
blood glucose monitors currently on the market. In addition, because our products are based on novel technologies, there can be no assurance that unforeseen problems will not develop with these
technologies, that we will be able to successfully address technological challenges we encounter in our research and development programs or that we will be able to develop other commercially feasible
products that will be accepted by the market.

We may be subject to product recalls or product liability claims that are costly to defend and could limit our ability to sell our products in the future or could
damage our reputation.

The
design, development, manufacture and use of our medical products involve an inherent risk of product recalls and product liability claims and associated adverse publicity. Producers
of medical products may face substantial liability for damages in the event of product failure or allegations that the product caused harm. Product liability insurance is expensive and, although we
presently have such insurance, it is difficult to maintain as well as to expand coverage under it. We may become subject to product liability claims, our current insurance may not cover potential
claims and adequate insurance may not be available on acceptable terms in the future. We could be held liable for damages in excess of the limits of our insurance coverage. Regardless of insurance
coverage, any claim or product recall could result in non-compliance with FDA regulations, force us to stop selling our products and create significant adverse publicity that could harm
our credibility and decrease market acceptance of our products.

Our product pipeline is severely limited, so the failure of our glucose monitoring products could result in the failure of our entire
business.

We
are exclusively focused on diagnostic medical devices, specifically on a line of frequent, automatic and non-invasive glucose monitoring devices. This narrow range of
products subjects us to the risk of not having alternative sources of revenue if we are unable to commercialize these products. We may not be successful with a non-diversified line of
products. A failure of our initial products could cut off our only potential source of revenue and result in the failure of our entire business, as could the failure of any of our future products.

To
be successful, we will need to continue to develop glucose monitoring products that address the needs of people with diabetes. In addition, we may be evaluating new products outside
of the glucose monitoring field that can utilize our diagnostic technologies. Any such products would require significant development and investment, including preclinical and clinical testing, prior
to commercialization. From time to time, we have experienced delays or setbacks in the development of certain of our products. For example, in the past, we experienced development delays in the
miniaturization of the first-generation GlucoWatch Biographer. There can be no assurance that we will be able to successfully address problems that may arise during development and commercialization
processes. In addition, there can be no assurance that GlucoWatch G2 Biographer enhancements or future products can or will be successfully developed, prove to be safe and effective in clinical
trials, meet applicable regulatory standards, be manufactured in commercial quantities at a reasonable cost, be marketed successfully or achieve market acceptance. If any of our development programs
are not successfully completed, required regulatory approvals or clearances are not obtained or products for which approvals or clearances are obtained are not commercially successful, our business,
financial condition and results of operations may be materially adversely affected.

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We may not continue to receive regulatory approval of our products from the FDA or foreign agencies. If we do not receive regulatory approval from an agency, we
will not be able to sell our products or generate revenue in that agency's jurisdiction.

The
design, manufacturing, labeling, distribution and marketing of our products are subject to extensive and rigorous government regulation in the United States and certain other
countries, where the process of obtaining and maintaining required regulatory clearance or approvals is lengthy, expensive and uncertain. The FDA may not approve additional enhancements and possible
manufacturing changes to the Biographers and the AutoSensors or it may require us to file one or more new PMA applications rather than allowing us to supplement our existing PMA application. Even if
the FDA grants us expedited review status on an application for approval, obtaining approval of a PMA or a PMA supplement could take a substantial period of time, and the FDA may not ultimately grant
such approval. Moreover, even if regulatory approval is granted, such approval may include significant limitations on intended uses for which any such products could be marketed.

A
medical device and its manufacturer are subject to continual review after approval, and later discovery of previously unknown problems with a product or the manufacturing process may
result in restrictions on such product or the manufacturer, including withdrawal of the product from the market. Failure to comply with applicable regulatory requirements may result in, among other
things, fines, suspensions of regulatory approvals, product recalls, operating restrictions and criminal prosecution. In addition, new government regulations may be established that could delay or
prevent regulatory approval of our potential products. We are also subject to federal, state and local regulations regarding workplace safety, environmental protection and hazardous material controls,
among others, and failure to comply with these regulations may result in similar consequences.

In
order for us to market our products in foreign jurisdictions, we and our distributors and agents must obtain required regulatory registrations or approvals and otherwise comply with
extensive regulations regarding safety, efficacy and quality in those jurisdictions. Specifically, certain foreign regulatory bodies have adopted various regulations governing product standards,
packaging requirements, labeling requirements, import restrictions, tariff regulations, duties and tax requirements. These regulations vary from country to country. There can be no assurance that we
will obtain required regulatory registrations or approvals in such countries or that we will not be required to incur significant costs in obtaining or maintaining such regulatory registrations or
approvals. Delays in obtaining any registrations or approvals required to market our products, failure to receive these registrations or approvals or future loss of previously obtained registrations
or approvals could have a material adverse effect on our business, financial condition and results of operations.

If we fail to adequately protect our intellectual property, our competitive position could be harmed.

Development
and protection of our intellectual property are critical to our business. If we do not adequately protect our intellectual property, both in the United States and abroad,
competitors may be able to use our technologies. Our success depends in part on our ability to:



There
are numerous risks and uncertainties that we face with respect to our patents and other proprietary rights. Currently, most pending patent applications in the United States are
maintained in secrecy until issuance, and publication of discoveries in the scientific or patent literature tends to lag behind actual discovery by several months. Thus, we may not have been the first
to file patent

22

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applications
on our inventions. Our patent applications may not issue into any patents. Once granted, the claims of any issued patents may not afford meaningful protection for our technologies or
products. In addition, patents issued to us or our licensors may not provide competitive advantages for our products or may be challenged by our competitors and subsequently narrowed, invalidated or
circumvented. Competitors may also independently develop similar or alternative technologies or duplicate any of our technologies.

Litigation,
interference proceedings, oppositions or other proceedings that we may become involved in with respect to our proprietary technologies could result in substantial cost to us.
Patent litigation is widespread in our industry, and any patent litigation could harm our business. Costly litigation might be necessary to protect our proprietary rights, and we may not have the
required resources to pursue such litigation or to protect our rights. An adverse outcome in litigation with respect to the validity of any of our patents could subject us to significant liabilities
to third parties, divert the attention of management and technical personnel from other business and development concerns, require disputed rights to be licensed to or from third parties or require us
to cease using a product or technology or lose our exclusive rights with respect to such technology.

We
also rely upon trade secrets, proprietary know-how and continuing technological innovation to remain competitive. Additionally, our trade secrets and know-how
could otherwise become known or be independently developed by third parties. Confidentiality agreements with our employees, consultants and corporate partners with access to proprietary information
could be breached, and we might not have adequate remedies for any such breach.

Our products could infringe on the intellectual property rights of others, possibly causing us to engage in costly litigation and, if we are not successful,
causing us to pay substantial damages and prohibiting us from selling our products.

Third
parties may assert infringement or other intellectual property claims against us based on their patents or other intellectual property claims. We may have to pay substantial
damages, possibly including treble damages, for past infringement if it is ultimately determined that our products infringe a third party's patents. Furthermore, we may be prohibited from selling our
products before we obtain a license that, if available at all, may require us to pay substantial royalties. Even if infringement claims against us are without merit, defending a lawsuit takes
significant time, may be expensive and may divert management's attention from other business concerns and also divert efforts of our technical personnel.

We may be unable to build brand loyalty because our trademarks and trade names may not be protected.

Our
registered or unregistered trademarks or trade names, such as the mark "GlucoWatch," may be challenged, canceled, infringed upon, circumvented, declared generic or determined to be
infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, without which we may be unable to build brand loyalty. Brand recognition is critical to our
short-term and long-term marketing strategies, especially as we commercialize future enhancements to our products. Moreover, if our trademarks are found to infringe on marks
belonging to third parties, we may be forced to market our products under a different name, possibly requiring a costly and difficult re-branding effort, and we could be ordered to pay
damages to a third party.

If any of our license agreements or other contracts for intellectual property related to our products are terminated or made non-exclusive, our
ability to develop, manufacture or market our products may be materially impaired.

We
have entered into agreements with various third parties, including The Regents of the University of California, for licenses of certain intellectual property related to the
Biographers and the AutoSensors. Pursuant to these agreements, we have been granted rights to certain technologies and

23

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manufacturing
elements related to our products. These agreements impose on us specific obligations, including, in the case of the University of California, license, royalty payments and
commercialization milestones. If we fail to meet our obligations under any of these agreements, the license or other rights may be terminated or, in the case of an exclusive arrangement, be made
non-exclusive. If any such license or other right is terminated, we may lose our ability to incorporate the applicable technology into our products or to use such technology in the
manufacture of our products, possibly impairing our ability to produce or market the GlucoWatch G2 Biographer or other products. If any such license or other right is made non-exclusive,
we may be unable to prevent others from developing, manufacturing and marketing devices based on the same or similar technologies. Additionally, in the event of specific dire financial situations, our
Sales, Marketing and Distribution Agreement with Sankyo provides that Sankyo will have a first security interest to certain of our U.S. patents and the right to purchase our U.S. regulatory
submissions.

We do business on a limited basis in the United Kingdom and may not enter other international markets; thus, the success of our business depends on our success in
the U.S. Market.

We
currently market and sell the GlucoWatch Biographer on a limited basis in the United Kingdom, which has a national health service; our products are not currently reimbursed by this
service. We have established a contract with a third-party authorized representative in the United Kingdom, although the logistics, technical support and sales functions are handled by us. If we are
unable to support these necessary functions, we may not be able to sell our products or generate revenue in the United Kingdom.

We
may never be able to secure necessary commercialization agreements in other countries, despite the fact that we have CE certification in the European Community. If we are unable to
secure these necessary agreements for other countries, we may not be able to sell our products or, even if such sales are possible, to broadly launch our product in other countries. Even if we do
expand into other international markets, our operations there may be limited or disrupted by any or all of the following:



Risks Related to Our Industry

Intense competition in the market for glucose diagnostic products could prevent us from increasing or sustaining our revenues and prevent
us from achieving or sustaining profitability.

The
medical device industry, particularly the market encompassing our GlucoWatch G2 Biographer, is intensely competitive, and we will compete with other providers of personal glucose
monitors. Currently the market is dominated by finger-stick blood glucose monitoring products sold by a few major companies. These companies have established products and distribution channels. In
addition, several companies are marketing alternative-site devices to monitor glucose levels in a painless

24

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manner
or in a manner involving less pain than that associated with finger sticking. Furthermore, companies are attempting to develop a variety of methods to extract interstitial fluid and measure the
glucose concentration therein, as well as developing devices to monitor glucose on a frequent and automatic basis. Another technology that some companies are pursuing utilizes infrared spectroscopy,
which uses radiation to measure glucose levels. There can be no assurance that other products will not be accepted more readily in the marketplace than the GlucoWatch G2 Biographer or will not render
our current or future devices noncompetitive or obsolete. Additionally, the GlucoWatch G2 Biographer or our other enhanced products under development may fail to replace any currently used devices or
systems.

Furthermore,
a number of companies have developed or are seeking to develop new diabetes drugs or treatments that could reduce or eliminate demand for all glucose monitoring systems. In
addition, many of our competitors and potential competitors have substantially greater resources, larger research and development staffs and facilities and significantly greater experience in
developing, manufacturing and marketing glucose monitoring devices than we do. Competition within the glucose monitoring industry could result in price reductions for glucose monitoring devices such
that we may not be able to sell our products at a price level adequate for us to realize a return on our investment.

Competition for qualified personnel exists in our industry and in northern California. If we are unable to retain or hire key personnel, we may not be able to
sustain or grow our business.

Our
ability to operate successfully and manage our potential future growth depends significantly upon retaining key scientific, manufacturing, technical, managerial and financial
personnel, and also attracting and retaining additional highly qualified personnel in these areas. We face competition for such personnel, and we may not be able to attract and retain these
individuals. We compete with numerous pharmaceutical, health care and software companies, as well as universities and non-profit research organizations in the northern California business
area. The loss of key personnel or our inability to hire and retain additional qualified personnel in the future could prevent us from sustaining or growing our business. There can be no assurance
that we will continue to be able to attract and retain sufficient qualified personnel.

Risks Related to Our Common Stock

Our common stock is subject to the requirements for penny stocks, which could adversely affect our stockholders' ability to sell and the
market price of their shares.

Our
stock fits the definition of a penny stock. The Securities Exchange Act of 1934, as amended, defines a penny stock as any equity security that is not traded on a national securities
exchange or authorized for quotation on the Nasdaq National Market and that has a market price of less than $5.00 per share, with certain exceptions. Penny stocks are subject to Rule 15(g)
under the Securities and Exchange Act of 1934, as amended, which imposes additional sales practice disclosure and market making requirements on broker/dealers who sell or make a market in such
securities. The rules require that, prior to a transaction in a penny stock not otherwise exempt from the rules, the broker-dealer must



25

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These
requirements may have the effect of reducing the liquidity and trading volume of our stock. As a result, it may be more difficult for stockholders to sell their shares of our stock
and these requirements may adversely affect the price other investors are willing to pay for our stock.

Our stock price is volatile and stockholders may not be able to resell Cygnus shares at or above the price they paid, or at all.

The
market price for shares of our common stock has been highly volatile. Factors such as new product introductions by us or our competitors, levels of sales to end-user customers,
regulatory approvals or delays or recalls, commencement or termination of strategic relationships, developments relating to our patents or proprietary rights or those of our competitors, the results
of clinical trials for our products or products of our competitors, and securities analysts' recommendations, as well as period-to-period fluctuations in financial results, may
have a significant impact on the market price of the common stock.

Over
the past year, there have been dramatic changes in economic conditions and the general business climate has been negatively impacted. Indices of the U.S. securities stock markets
have fallen precipitously and consumer confidence has waned. Accordingly, many economists theorize that the United States is in a recession. In the current general economic climate, many companies
have experienced and are continuing to experience a negative impactunrelated to operating performanceon the market prices of their stock. Fluctuations or decreases in the
trading price of our common stock may discourage investors from purchasing our common stock. In addition, in the past, following periods of volatility in the market price for a company's securities,
securities class action litigation often has been instituted. Such litigation could result in substantial costs to us and divert management's attention and resources from commercializing our
GlucoWatch G2 Biographer.

Additional issuances of our common stock under the equity line agreements could greatly dilute the ownership interest of our existing stockholders and lower our
stock price.

Since
we are not currently listed on either the Nasdaq National Market or the SmallCap Market, our investors under the equity line agreements may elect to suspend or terminate these
agreements, in which case we would not be able to utilize the $30.8 million available under these equity line agreements. So long as we are not listed on a national exchange or quoted on the
Nasdaq National Market or the SmallCap Market, we believe that it will not be practical for us to draw on our equity lines in light of (i) the penny stock rules that require the underwriter to
undertake relatively burdensome disclosure obligations in connection with issuances of penny stock securities such as ours, (ii) our need to individually comply with each state's blue sky laws
governing unlisted securities issuances, and (iii) the relatively high level of dilution that issuances would have at current market prices for our stock. Even if these investors elect not to
suspend or terminate these agreements, we believe, as a practical matter, we will not be able to draw on these equity line agreements for the foreseeable future. However, in the event that we transfer
back to the Nasdaq Stock Market, provided these equity line agreements have not been terminated or suspended prior to such transfer, the $30.8 million under these equity line agreements would
become available to us again. In such instance, subject to certain requirements, we may then choose to sell up to $4.0 million of common stock per 30-day period (or
$2.0 million of common stock per 15-day period) and our investors may then exercise their option to purchase, subject to our approval, up to an additional $3.0 million of
common stock per 30-day period. The total number of shares that may be issued under the equity line agreements depends on the market price of our common stock at the time that the shares
are sold, on whether we choose to sell shares and on the number of shares we choose to sell. The following table illustrates hypothetically the effect that variations in the market price in our common
stock and resulting

26

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variations
in sales prices would have on the number of shares issued in a 30-day period, assuming that we would choose to sell all possible shares under the equity line agreements.

Price Per Share

Number of Shares Issued
Based on a $7.0 Million
Maximum (30-day period)$5.00

1,400,000$2.50

2,800,000$1.00

7,000,000$0.50

14,000,000$0.25

28,000,000


Under
the equity line agreements, we have agreed to issue warrants to Cripple Creek Securities, LLC to purchase shares in an amount equal to 10% of the number of shares issued under the
equity line agreements in any given year. The warrants are to be issued after the end of each calendar year and will be exercisable for five years from the date they are issued at an exercise price
based on the weighted average price at which shares were sold during the preceding calendar year. Moreover, we have agreed to register the shares underlying these warrants to enable such shares to be
freely resold immediately after the warrants are exercised.

In
addition, if we or our stockholders sell substantial amounts of our common stock, including shares issued upon the exercise of outstanding options and warrants, the market price of
our common stock may fall. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

Additional issuances of our common stock pursuant to the conversion of the Convertible Debentures could greatly dilute the ownership interest of our existing
stockholders and lower our stock price.

We
have approximately 56.5 million shares of authorized and unissued shares of common stock. As of December 31, 2002, we had $22.3 million outstanding under both the
8.5% Convertible Debentures due June 29, 2004, as amended, and the 8.5% Convertible Debentures due September 29, 2004, as amended. Under these Convertible Debentures, each month the
holders of the Convertible Debentures may collectively convert up to $500,000 of said Convertible Debentures into common stock, subject to certain pricing and volume restrictions. In the event that
the conversion price is more than $3.50 per share, the holders of the Convertible Debentures may convert more than the $500,000 monthly limit, subject to certain volume restrictions. The total
number of shares that may be issued under the Convertible Debentures depends on the market price of our common stock at the time that the shares are sold.

From
January 1, 2003 to March 31, 2003, the conversion price is the greater of (x) $2.00 per share; and (y) 101% of the volume-weighted average price for the
common stock as quoted on the applicable market during the trading day of such conversion, calculated using Bloomberg's volume-average pricing function or a similar pricing method, referred to as the
VWAP. Thereafter, the conversion price will be equal to 107% of any VWAP that is less than or equal to $2.00 per share, and 101% of any VWAP greater than $2.00 per share subject to the minimum
conversion price of $1.054 per share. In no instance will the conversion price be less than $1.054 per share.

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The
following table illustrates hypothetically the effect that variations in the market price in our common stock and resulting variations in conversion prices would have on the number
of shares issued in a one-month period.

Market Price
Per Share

Conversion Price
Per Share

Number of Shares Issued
Based on a $500,000
Maximum (one month)$5.00

$
5.05

99,009$3.50

$
3.54

141,242$2.50

$
2.525

198,019$1.50

$
1.605
(1)
311,625$0.985

$
1.054
(2)
474,383$0.50

$
1.054
(2)
474,383$0.25

$
1.054
(2)
474,383


---

If
we or our stockholders sell substantial amounts of our common stock, whether or not as part of a Convertible Debenture transaction, the market price of our common stock may fall.
These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

Issuances by us of authorized preferred stock can have adverse effects, including dilution and discouragement of takeovers.

Our
certificate of incorporation contains certain provisions that may delay or prevent a takeover. The Company currently has 5,000,000 shares of authorized and unissued Preferred Stock.
Our Board of Directors has the authority to determine the price, rights, preferences and restrictions, including voting and conversion rights, of these shares without any further action or vote by the
stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of preferred stock that may be issued in the future. Such
provisions could adversely affect the holders of common stock in a variety of ways, including by potentially discouraging, delaying or preventing a takeover of Cygnus and by diluting stockholder
ownership.

Provisions of our charter documents and Delaware law may inhibit a takeover, thus limiting the price investors might be willing to pay in the future for our
common stock.

Provisions
in our Restated Certificate of Incorporation and Bylaws may have the effect of delaying or preventing an acquisition of our company or a merger in which we are not the
surviving company and may otherwise prevent or slow changes in our Board of Directors and management. In addition, because we are incorporated in Delaware, we are governed by the provisions of
Section 203 of the Delaware General Corporation Law. These provisions could discourage an acquisition of our company or other change in control transaction and thereby negatively impact the
price that investors might be willing to pay in the future for our common stock.

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We do not pay cash dividends and do not anticipate paying any dividends in the future, so any short-term return on stockholders' investment will
depend on the market price of our shares, which is volatile.

We
have never paid any cash dividends on our capital stock. We anticipate that we will retain our earnings, if any, to support operations and to finance the growth and development of our
business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any
short-term return on stockholders' investment will depend only on the market price of our shares and stockholders' ability to liquidate their investment. Additionally, under the terms of
our Sales, Marketing and Distribution Agreement with Sankyo, during such time as payments to Sankyo are being deferred, we are prohibited from paying cash dividends.

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Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

PageReport of Ernst & Young LLP, Independent Auditors

F-2Consolidated Balance Sheets as of December 31, 2002 and 2001

F-3Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000

F-4Consolidated Statements of Stockholders' Net Capital Deficiency for the years ended December 31, 2002, 2001 and 2000

F-5Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000

F-6Notes to Consolidated Financial Statements for the year ended December 31, 2002

F-7


The
following Current Reports on Form 8-K were filed during the fourth quarter of 2002:

On
October 18, 2002, we filed a Current Report on Form 8-K, reporting under Item 5 that we planned to appeal the October 16, 2002 Staff Determination
letter from Nasdaq stating that the Company's stock faced delisting from the Nasdaq National Market because the Company's stock had traded below the minimum bid price of $3.00 for 30 consecutive
trading days, as set forth in Marketplace Rule 4450(b)(4).

On
December 11, 2002, we filed a Current Report on Form 8-K, reporting under Item 5 that the Company had amended its Convertible Debentures to add a fixed
minimum conversion price of $1.054.

All
other schedules are omitted, as they are either not required or the required information is included in the financial statements or notes thereto.

The
following exhibits are filed herewith or incorporated by reference:

|3.01 |  | Bylaws of the Registrant, as amended, incorporated by reference to Exhibit 3.01 of Registrant's Form 10-Q for the quarter ended June 30, 2002.                                                                                                                                                                                                                                                                                                                                                                                                    
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.02 |  | Restated Articles of Incorporation of the Registrant, as amended to date, incorporated by reference to Exhibit 3.02 of Registrant's Form 10-Q for the quarter ended June 30, 2002.                                                                                                                                                                                                                                                                                                                                                                
|4.01 |  | Specimen of Common Stock Certificate of the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-1 (File No. 33-38363) filed on December 21, 1990 (Form
S-1).                                                                                                                                                                                                                                                                                                                                
|4.02 |  | Amended and Restated Rights Agreement dated October 27, 1998 between the Registrant and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent" successor to Chemical Trust), which includes the Certificate of
Determination for the Series A Junior Participating Preferred Stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to purchase Preferred Shares as Exhibit C, incorporated by reference to Exhibit 99.2 of the
Registrant's Form 8-A12B/A (File No. 0-18962) filed on December 14, 1998.
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

30

---

|4.03   |  | Registration Rights Agreement dated June 30, 1999 between the Registrant and Cripple Creek Securities, LLC, incorporated by reference to Exhibit 4.11 of the Registrant's Form 10-Q for the quarter ended June 30,
1999.                                                                                                                                            
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.04   |  | Registration Rights Agreement dated June 29, 1999 between the Registrant and the listed Investors on Schedule I thereto, incorporated by reference to Exhibit 4.12 of the Registrant's Form 10-Q for the quarter ended June
30, 1999.                                                                                                                               
|4.05   |  | Registration Rights Agreement dated October 1, 2001 between Cygnus, Inc. and Cripple Creek Securities, LLC, incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-3 (File No.
333-71524) filed on October 12, 2001.                                                                                                         
|10.001 |  | Ten-year Industrial Net Lease Agreement (Building No. 2) dated September 27, 1988 between the Registrant and Seaport Centre Venture Phase I, incorporated by reference to Exhibit 10.26 of the Registrant's Form
S-1.                                                                                                                                               
|10.002 |  | Ten-year Industrial Net Lease Agreement (Building No. 8) dated September 27, 1988 between the Registrant and Seaport Centre Venture Phase I, incorporated by reference to Exhibit 10.27 of the Registrant's Form
S-1.                                                                                                                                               
|10.003 |  | First Amendment to Ten-year Industrial Net Lease Agreement (Building No. 2) dated June 9, 1998 between the Registrant and Metropolitan Life Insurance Company, a New York corporation (predecessor in interest to
Seaport Centre Venture Phase I), incorporated by reference to Exhibit 10.30 of the Registrant's Form 10-K for the period ending December 31, 1998.
|10.004 |  | Third Amendment to Ten-year Industrial Net Lease Agreement (Building No. 8) dated June 9, 1998 between the Registrant and Metropolitan Life Insurance Company, a New York corporation (predecessor in interest to
Seaport Centre Venture Phase I), incorporated by reference to Exhibit 10.29 of the Registrant's Form 10-K for the period ending December 31, 1998.
|10.005 |  | Sublease dated March 30, 2001 between the Registrant and Maxygen, Inc., incorporated by reference to Exhibit 10.010 of the Registrant's Form 10-Q for the period ending March 31, 2001.                                                                                                                                                                             
|10.006 |  | Fourth Amendment to Ten-year Industrial Net Lease Agreement (Building No. 8) dated October 18, 2002 between the Registrant and Metropolitan Life Insurance Company, a New York corporation (predecessor in interest to
Seaport Centre Venture Phase I).                                                                                                             
|10.007 |  | through 10.099 reserved.                                                                                                                                                                                                                                                                                                                                            
|10.101 |  | Structured Equity Line Flexible FinancingSM Agreement, dated June 30, 1999 between the Registrant and Cripple Creek Securities, LLC, incorporated by reference to Exhibit 1 of the Registrant's Form 8-K filed on
July 2, 1999.                                                                                                                                     
|10.102 |  | Convertible Debenture and Warrant Purchase Agreement dated June 29, 1999 between the Registrant and the listed Investors on Schedule I thereto, incorporated by reference to Exhibit 10.41 of the Registrant's Form 10-Q for
the quarter ended June 30, 1999.                                                                                                       
|10.103 |  | Form of 8.5% Convertible Debenture Due June 29, 2004, incorporated by reference to Exhibit 10.42 of the Registrant's Form 10-Q for the quarter ended June 30, 1999.                                                                                                                                                                                                 
|10.104 |  | Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 10.43 of the Registrant's Form 10-Q for the quarter ended June 30, 1999.                                                                                                                                                                                                                
|10.105 |  | Amendment No. 1 to Structured Equity Line Flexible Financing Agreement dated September 29, 1999 between the Registrant and Cripple Creek Securities, LLC, incorporated by reference to Exhibit 1.1 of the
Registrant's Form 8-K filed on October 7, 1999.                                                                                                           
|       |  |                                                                                                                                                                                                                                                                                                                                                                     

31

---

|10.106 |  | Form of Note Purchase Agreement dated as of February 3, 1998 between the Registrant and certain institutional Investors, incorporated by reference to Exhibit 10.38 of the Registrant's Form 8-K dated February 4,
1998.                                                         
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.107 |  | Form of Common Stock Purchase Agreement dated February 2, 1998 between the Registrant and certain institutional Investors, incorporated by reference to Exhibit 10.29 of the Registrant's Form 8-K dated February 4,
1998.                                                       
|10.108 |  | Amendment No. 2 to Structured Equity Line Flexible Financing Agreement between the Registrant and Cripple Creek Securities, LLC, dated March 27, 2000, incorporated by reference to Exhibit 10.109 of the Registrant's Form
10-Q for the quarter ended March 31, 2000.           
|10.109 |  | Amendment No. 3 to Structured Equity Line Flexible Financing Agreement between the Registrant and Cripple Creek Securities, LLC, dated May 9, 2000, incorporated by reference to Exhibit 10.110 of the Registrant's Form 10-Q
for the quarter ended June 30, 2000.               
|10.110 |  | Amendment No. 4 to Structured Equity Line Flexible Financing Agreement between the Registrant and Cripple Creek Securities, LLC, dated October 27, 2000, incorporated by reference to Exhibit 10.111 of the Registrant's Form
10-K for the period ending December 31, 2000.      
|10.111 |  | Letter Agreement re Termination of Equity Line of Credit dated March 23, 2001 between the Registrant and Cripple Creek Securities, LLC, incorporated by reference to Exhibit 10.112 of Registrant's Form 10-Q for the quarter
ended March 31, 2001.                              
|10.112 |  | Structured Equity Line Flexible Financing Agreement dated March 23, 2001 between the Registrant and Cripple Creek Securities, LLC, incorporated by reference to Exhibit 1.1 of the Registrant's Registration Statement on
Form S-3/A (File No. 333-49020) filed on April 9, 2001.
|10.113 |  | Structured Equity Line Flexible Financing Agreement dated October 1, 2001 between the Registrant and Cripple Creek Securities, LLC, incorporated by reference to Exhibit 1.1 of the Registrant's Registration Statement on
Form S-3 (File No. 333-71524) filed October 12, 2001. 
|10.114 |  | First Amendment to Convertible Debenture and Warrant Purchase Agreement dated August 21, 2002, incorporated by reference to Exhibit 99.2 of the Registrant's Form 8-K filed August 23, 2002.                                                                                     
|10.115 |  | First Amendment to 8.5% Convertible Debentures Due June 29, 2004, incorporated by reference to Exhibit 99.3 of the Registrant's Form 8-K filed August 23, 2002.                                                                                                                  
|10.116 |  | First Amendment to 8.5% Convertible Debentures Due September 29, 2004, incorporated by reference to Exhibit 99.4 of the Registrant's Form 8-K filed August 23, 2002.                                                                                                             
|10.117 |  | Second Amendment to 8.5% Convertible Debentures Due June 29, 2004, incorporated by reference to Exhibit 99.1 of the Registrant's Form 8-K filed September 20, 2002.                                                                                                              
|10.118 |  | Second Amendment to 8.5% Convertible Debentures Due September 29, 2004, incorporated by reference to Exhibit 99.2 of the Registrant's Form 8-K filed September 20, 2002.                                                                                                         
|10.119 |  | First Amendment to Structured Equity Line Flexible Financing Agreement dated March 23, 2001 between the Registrant and Cripple Creek Securities, LLC, dated September 17, 2002, incorporated by reference to Exhibit 99.3 of
the Registrant's Form 8-K filed September 20, 2002. 
|10.120 |  | First Amendment to Structured Equity Line Flexible Financing Agreement dated October 1, 2001 between the Registrant and Cripple Creek Securities, LLC dated September 17, 2002, incorporated by reference to Exhibit 99.4 of
the Registrant's Form 8-K filed September 20, 2002. 
|       |  |                                                                                                                                                                                                                                                                                  

32

---

|10.121  |  | Third Amendment to 8.5% Convertible Debenture Due June 29, 2004 dated December 7, 2002, incorporated by reference to Exhibit 4.9 of the Registrant's Registration Statement on Form S-3/A (333-100301) filed on December 10,
2002.                                                      
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.122  |  | Third Amendment to 8.5% Convertible Debenture Due September 29, 2004 dated December 7, 2002, incorporated by reference to Exhibit 4.10 of the Registrant's Registration Statement on Form S-3/A (333-100301) filed on
December 10, 2002.                                                
|10.123  |  | Security Agreement between Registrant and certain institutional Investors dated August 21, 2002, incorporated by reference to Exhibit 99.1 of the Registrant's Registration Statement on Form S-3/A (333-100301) filed on
December 10, 2002.                                            
|10.124  |  | through 10.199 reserved.                                                                                                                                                                                                                                                                
|*10.201 |  | Product Supply and Distribution Agreement between the Registrant and Yamanouchi Pharmaceutical Co., Ltd. dated July 14, 1996, incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-Q for the quarter ended
June 30, 1996. [Confidential Treatment Requested]           
|*10.202 |  | Product Supply Agreement between the Registrant and Contract Manufacturing, Inc. dated July 15, 1997, incorporated by reference as Exhibit 10.202 of the Registrant's Form 10-K for the period ending December 31, 1999.
[Confidential Treatment Requested]                             
|*10.203 |  | Supply Agreement between the Registrant and Key Tronic Corporation dated December 1, 1999, incorporated by reference to Exhibit 10.205 of the Registrant's Form 10-K for the period ending December 31, 1999. [Confidential
Treatment Requested]                                        
|*10.204 |  | Supply Agreement between the Registrant and Hydrogel Design Systems, Inc. dated December 31, 1999, incorporated by reference to Exhibit 10.206 of the Registrant's Form 10-K for the period ending December 31, 1999.
[Confidential Treatment Requested]                                
|*10.205 |  | Supply Agreement between the Registrant and Sanmina Medical Products Division, a division of Sanmina Corporation, dated March 1, 2000, incorporated by reference to Exhibit 10.207 of the Registrant's Form 10-Q for the
quarter ended June 30, 2000. [Confidential Treatment Requested]
|*10.206 |  | Supply Agreement between the Registrant and E.I. du Pont de Nemours & Co. dated June 23, 2000, incorporated by reference to Exhibit 10.208 of the Registrant's Form 10-Q for the quarter ended June 30, 2000.
[Confidential Treatment Requested]                                        
|*10.207 |  | Warehouse Distribution Contract between the Registrant and Livingston Healthcare Services, Inc. dated August 25, 2000, incorporated by reference to Exhibit 10.209 of the Registrant's Form 8-K filed on October 17, 2000.
[Confidential Treatment Requested]                           
|*10.208 |  | U.S. Market Research Agreement between the Registrant and Lifescan, Inc. dated February 22, 2001, incorporated by reference to Exhibit 10.210 of the Registrant's Form 10-K for the period ending December 31,
2000. [Confidential Treatment Requested]                                 
|*10.209 |  | Termination Agreement between the Registrant and Yamanouchi Pharmaceutical Co., Ltd. dated February 26, 2001, incorporated by reference to Exhibit 10.211 of the Registrant's Form 10-K for the period ending December 31,
2000. [Confidential Treatment Requested]                     
|*10.210 |  | Co-Promotion Agreement between the Registrant and Sankyo Pharma Inc. dated November 28, 2001, incorporated by reference to Exhibit 2.10 of the Registrant's Form 10-K for the period ending December 31, 2001.
[Confidential Treatment Requested]                                       
|*10.211 |  | Sales, Marketing and Distribution Agreement between the Registrant and Sankyo Pharma Inc. dated July 8, 2002, incorporated by reference to Exhibit 10.211 of the Registrant's Form 10-Q/A for the period ending September 30,
2002. [Confidential Treatment Requested]                  
|        |  |                                                                                                                                                                                                                                                                                         

33

---

|*10.212 |  | Mutual Termination of Warehouse Distribution Contract between the Registrant and UPS Supply Chain Management, Inc. (formerly Livingston Healthcare Services Inc.) dated September 10, 2002, incorporated by reference to
Exhibit 10.212 of the Registrant's Form 10-Q/A for the period ending September 30, 2002. [Confidential Treatment Requested]                                                             
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*10.213 |  | First Amendment to the Mutual Termination of Warehouse Distribution Contract between the Registrant and UPS Supply Chain Management, Inc. (formerly Livingston Healthcare Services Inc.) dated September 26, 2002,
incorporated by reference to Exhibit 10.213 of the Registrant's Form 10-Q/A for the period ending September 30, 2002. [Confidential Treatment Requested]                                      
|*10.214 |  | First Amendment to the Sales, Marketing and Distribution Agreement between the Registrant and Sankyo Pharma Inc. dated January 23, 2003. [Confidential Treatment Requested]                                                                                                                                                                                                                                      
|*10.215 |  | Supply Agreement between the Registrant and Sankyo Pharma Inc. dated January 23, 2003. [Confidential Treatment Requested]                                                                                                                                                                                                                                                                                        
|10.216  |  | Memorandum of Understanding (TheraCom) to the Sales, Marketing and Distribution Agreement between the Registrant and Sankyo Pharma Inc. dated January 23, 2003.                                                                                                                                                                                                                                                  
|10.217  |  | through 10.299 reserved.                                                                                                                                                                                                                                                                                                                                                                                         
|*10.301 |  | Exclusive License Agreement between the Registrant and The Regents of the University of California dated January 31, 1995, incorporated by reference to Exhibit 10.301 of the Registrant's Form 10-K for the period ending
December 31, 1999. [Confidential Treatment Requested]                                                                                                                                 
|*10.302 |  | License Agreement Amendment between the Registrant and The Regents of the University of California dated April 23, 1998, incorporated by reference to Exhibit 10.302 of the Registrant's Form 10-K for the period ending
December 31, 1999. [Confidential Treatment Requested]                                                                                                                                   
|*10.303 |  | Second Amendment to the Exclusive License Agreement dated January 31, 1995 for Device for Iontophoretic Non-Invasive Sampling or Delivery of Substances between the Registrant and The Regents of the University of
California dated September 19, 2002, incorporated by reference to Exhibit 10.303 of the Registrant's Form 10-Q/A for the period ending September 30, 2002. [Confidential Treatment Requested]
|10.304  |  | through 10.399 reserved.                                                                                                                                                                                                                                                                                                                                                                                         
|*10.401 |  | Asset Purchase Agreement dated November 17, 1999 between the Registrant and Ortho-McNeil Pharmaceutical, Inc., incorporated by reference to Exhibit 10.49 of the Registrant's Form 8-K filed December 30, 1999. [Confidential
Treatment Requested]                                                                                                                                                               
|10.402  |  | through 10.499 reserved.                                                                                                                                                                                                                                                                                                                                                                                         
|10.501  |  | Registrant's 1999 Stock Incentive Plan (as Amended and Restated January 27, 2003).                                                                                                                                                                                                                                                                                                                               
|10.502  |  | Registrant's Amended 1991 Employee Stock Purchase Plan (as Amended and Restated March 1, 2000), incorporated by reference to Exhibit 10.502 of the Registrant's Form 10-K for the period ending December 31,
1999.                                                                                                                                                                                               
|10.503  |  | Written Compensation Agreement dated August 28, 1998 between the Registrant and André F. Marion, incorporated by reference to Exhibit 99.7 of the Registrant's Form S-8 Registration (File No. 333-67331) filed on
November 16, 1998.                                                                                                                                                                            
|10.504  |  | Stock Option Agreement between the Registrant and André F. Marion, incorporated by reference to Exhibit 99.8 of the Registrant's Form S-8 (File No. 333-67331) filed November 16, 1998.                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                  

34

---

|10.505 |  | Form of Employment Agreement between the Registrant and each of the Company's Officers, incorporated by reference to Exhibit 10.511 of the Registrant's Form 10-K for the period ending December 31, 2000.
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.506 |  | Form of Employment Agreement between the Registrant and Key Employees, incorporated by reference to Exhibit 10.512 of the Registrant's Form 10-K for the period ending December 31, 2000.                 
|10.507 |  | Form of Indemnification Agreement for Directors and Officers, incorporated by reference to Exhibit 10.513 of the Registrant's Form 10-K for the period ending December 31, 2000.                          
|21.1   |  | List of Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 of the Registrant's Form 10-K for the period ending December 31, 2001.                                                  
|23.1  |  | Consent of Ernst & Young LLP, Independent Auditors.                                                                                                                                                       
|24.1   |  | Power of Attorney (see page 52).                                                                                                                                                                          
|99.1  |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.                                                   
|99.2  |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.                                                   

---

35

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 22nd day of May, 2003.

| |  |    |  | CYGNUS, INC.                                                                                  
| |  | -- |  | ----------------------------------------------------------------------------------------------
| |  | By |  | /s/JOHN C HODGMANChairman, President and Chief Executive Officer
(Principal Executive Officer)

36

---



CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER  PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14,  AS ADOPTED PURSUANT TO  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,
John C Hodgman, certify that:

1.    I
have reviewed this annual report on Form 10-K/A of Cygnus, Inc.;

2.    Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.    The
registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:

a)    designed
such disclosure controls and procedures to ensure that material information related to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this annual report is being prepared;

b)    evaluated
the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the
"Evaluation Date"); and

c)     presented
in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.    The
registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):

a)    all
significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and
report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)    any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.    The
registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: May 22, 2003 |                                                        
|------------------ | -------------------------------------------------------
|                   | /s/JOHN C HODGMANJohn C Hodgman
Chief Executive Officer

37

---

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER  PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14,  AS ADOPTED PURSUANT TO  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,
Craig W. Carlson, certify that:

1.    I
have reviewed this annual report on Form 10-K/A of Cygnus, Inc.;

2.    Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.    The
registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:

a)    designed
such disclosure controls and procedures to ensure that material information related to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this annual report is being prepared;

b)    evaluated
the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the
"Evaluation Date"); and

c)     presented
in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.    The
registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):

a)    all
significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and
report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)    any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.    The
registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: May 22, 2003 |                                                            
|------------------ | -----------------------------------------------------------
|                   | /s/CRAIG W. CARLSONCraig W. Carlson
Chief Financial Officer

38

---



Cygnus, Inc.        CONSOLIDATED FINANCIAL STATEMENTSFor the Years Ended December 31, 2002, 2001 and 2000

Contents

|Report of Ernst & Young LLP, Independent Auditors               |  | F-2
|--------------------------------------------------------------- |  | ---
|Audited Consolidated Financial Statements:                      |  |    
|Consolidated Balance Sheets                                     |  | F-3
|Consolidated Statements of Operations                           |  | F-4
|Consolidated Statements of Stockholders' Net Capital Deficiency |  | F-5
|Consolidated Statements of Cash Flows                           |  | F-6
|Notes to Consolidated Financial Statements                      |  | F-7

F-1

---



REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The
Board of Directors and Stockholders
Cygnus, Inc.

We
have audited the accompanying consolidated balance sheets of Cygnus, Inc. as of December 31, 2002 and 2001, and the related consolidated statements of operations,
stockholders' net capital deficiency, and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cygnus, Inc. at December 31,
2002 and 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States.

/s/ERNST & YOUNG LLP

Palo
Alto, California
February 24, 2003,
except for Note 10, as to
which the date is
March 19, 2003

F-2

---



Cygnus, Inc.    CONSOLIDATED BALANCE SHEETS(In thousands, except per share data)

|                                                                             |                                                                                                                                                        | December 31, |                                                           
|---------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------ | ----------------------------------------------------------
|
|ASSETS:                                                                      |                                                                                                                                                        |              |                                                           
|Current assets:                                                              |                                                                                                                                                        |              |                                                           
|                                                                             | Cash and cash equivalents                                                                                                                              |              | $                                                         
|                                                                             | Short-term investments                                                                                                                                 |              |                                                           
|                                                                             | Accounts receivable                                                                                                                                    |              |                                                           
|                                                                             | Inventories                                                                                                                                            |              |                                                           
|                                                                             | Current portion of employee notes receivable                                                                                                           |              |                                                           
|                                                                             | Other current assets                                                                                                                                   |              |                                                           
|                                                                             |                                                                                                                                                        |              |                                                           
|                                                                             |                                                                                                                                                        |              | Total current assets                                      
|Equipment and improvements:                                                  |                                                                                                                                                        |              |                                                           
|                                                                             | Manufacturing, office and laboratory equipment                                                                                                         |              |                                                           
|                                                                             | Leasehold improvements                                                                                                                                 |              |                                                           
|                                                                             | Construction-in-progress                                                                                                                               |              |                                                           
|                                                                             |                                                                                                                                                        |              |                                                           
|                                                                             |                                                                                                                                                        |              | 16,236                                                    
|Less accumulated depreciation and amortization                               |                                                                                                                                                        |              | (11,189                                                   
|                                                                             |                                                                                                                                                        |              |                                                           
|                                                                             |                                                                                                                                                        |              | Net equipment and improvements                            
|Long-term portion of employee notes receivable                               |                                                                                                                                                        |              | 105                                                       
|Deferred financing cost                                                      |                                                                                                                                                        |              | 108                                                       
|Other assets                                                                 |                                                                                                                                                        |              | 246                                                       
|                                                                             |                                                                                                                                                        |              |                                                           
|                                                                             |                                                                                                                                                        |              | TOTAL ASSETS                                              
|                                                                             |                                                                                                                                                        |              |                                                           
|LIABILITIES AND STOCKHOLDERS' NET CAPITAL DEFICIENCY:                        |                                                                                                                                                        |              |                                                           
|Current liabilities:                                                         |                                                                                                                                                        |              |                                                           
|                                                                             | Accounts payable                                                                                                                                       |              | $                                                         
|                                                                             | Accrued compensation                                                                                                                                   |              |                                                           
|                                                                             | Other accrued liabilities                                                                                                                              |              |                                                           
|                                                                             | Customer advances                                                                                                                                      |              |                                                           
|                                                                             | Deferred revenues                                                                                                                                      |              |                                                           
|                                                                             | Deferred revenues net of deferred costs of product shipments                                                                                           |              |                                                           
|                                                                             | Current portion of convertible debentures                                                                                                              |              |                                                           
|                                                                             | Current portion of capital lease obligations                                                                                                           |              |                                                           
|                                                                             | Current portion of arbitration obligation                                                                                                              |              |                                                           
|                                                                             |                                                                                                                                                        |              |                                                           
|                                                                             |                                                                                                                                                        |              | Total current liabilities                                 
|Long-term portion of arbitration obligation                                  |                                                                                                                                                        |              | 12,000                                                    
|Long-term portion of capital lease obligations                               |                                                                                                                                                        |              | 74                                                        
|Convertible debentures, net of discount of $1,902 in 2002 and $3,133 in 2001 |                                                                                                                                                        |              | 16,379                                                    
|Amount due to distributor and other long-term liabilities                    |                                                                                                                                                        |              | 7,237                                                     
|Commitments and contingencies                                                |                                                                                                                                                        |              |                                                           
|Stockholders' net capital deficiency:                                        |                                                                                                                                                        |              |                                                           
|                                                                             | Preferred stock, $0.001 par value: 5,000 shares authorized; no shares issued and outstanding                                                           |              |                                                           
|                                                                             | Common stock, $0.001 par value: 95,000 shares authorized; issued and outstanding: 38,479 and 33,144 shares at December 31, 2002 and 2001, respectively |              |                                                           
|                                                                             | Additional paid-in capital                                                                                                                             |              |                                                           
|                                                                             | Accumulated deficit                                                                                                                                    |              |                                                           
|                                                                             |                                                                                                                                                        |              |                                                           
|                                                                             |                                                                                                                                                        |              | Stockholders' net capital deficiency                      
|                                                                             |                                                                                                                                                        |              |                                                           
|                                                                             |                                                                                                                                                        |              | TOTAL LIABILITIES AND STOCKHOLDERS' NET CAPITAL DEFICIENCY
|                                                                             |                                                                                                                                                        |              |                                                           

See accompanying notes.

F-3

---



Cygnus, Inc.    CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data)

|                                                                                   |                                                                   | Years Ended December 31, |        
|---------------------------------------------------------------------------------- | ----------------------------------------------------------------- | ------------------------ | -------
|
|Revenues:                                                                          |                                                                   |                          |        
|                                                                                   | Net product revenues                                              |                          | $      
|                                                                                   | Contract revenues                                                 |                          |        
|                                                                                   |                                                                   |                          |        
|                                                                                   |                                                                   | Total revenues           |        
|Costs and expenses:                                                                |                                                                   |                          |        
|                                                                                   | Costs of product revenues                                         |                          |        
|                                                                                   | Research and development                                          |                          |        
|                                                                                   | Sales, marketing, general and administrative                      |                          |        
|                                                                                   |                                                                   |                          |        
|                                                                                   |                                                                   | Total costs and expenses |        
|                                                                                   |                                                                   |                          |        
|Loss from operations                                                               |                                                                   |                          | (38,969
|                                                                                   | Interest and other income                                         |                          |        
|                                                                                   | Interest and other expenses                                       |                          |        
|                                                                                   |                                                                   |                          |        
|Loss before income taxes and cumulative effect of a change in accounting principle |                                                                   |                          | (41,705
|Provision for income taxes                                                         |                                                                   |                          | 23     
|                                                                                   |                                                                   |                          |        
|Loss before cumulative effect of a change in accounting principle                  |                                                                   |                          | (41,728
|Cumulative effect of a change in accounting principle                              |                                                                   |                          |       
|                                                                                   |                                                                   |                          |        
|Net loss                                                                           |                                                                   | $                        | (41,728
|                                                                                   |                                                                   |                          |        
|Amounts per share, basic and diluted:                                              |                                                                   |                          |        
|                                                                                   | Loss before cumulative effect of a change in accounting principle |                          | $      
|                                                                                   | Cumulative effect of a change in accounting principle             |                          |        
|                                                                                   |                                                                   |                          |        
|                                                                                   | Net loss                                                          |                          | $      
|                                                                                   |                                                                   |                          |        
|Shares used in computation of amounts per share, basic and diluted                 |                                                                   |                          | 37,580 
|                                                                                   |                                                                   |                          |        

See accompanying notes.

F-4

---



Cygnus, Inc.    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' NET CAPITAL DEFICIENCY(In thousands)

|                                                                                                                                                                                          |  | Common
Stock |    | Additional
Paid-in Capital |   | Accumulated
Deficit |  | Accumulated
Other
Comprehensive
Income/(loss) |          | Total
Stockholders'
Net Capital
Deficiency |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -- | -------------------------- | - | ------------------- |  | --------------------------------------------- | -------- | ------------------------------------------ | -
|Balances at December 31, 1999                                                                                                                                                             |  | $            | 25 |                            | $ | 177,576             |  | $                                             | (178,790 | )                                          | $
|Issuance of 568 shares of common stock under the 1999 Stock Incentive Plan and Employee Stock Purchase Plan                                                                               |  |              | 1  |                            |   | 3,462               |  |                                               |         |                                            |  
|Issuance of 17 shares of common stock for services rendered                                                                                                                               |  |              |   |                            |   | 86                  |  |                                               |         |                                            |  
|Stock-based compensation                                                                                                                                                                  |  |              |   |                            |   | 1,044               |  |                                               |         |                                            |  
|Issuance of 1,480 shares of common stock pursuant to equity lines, net of issuance costs                                                                                                  |  |              | 1  |                            |   | 13,817              |  |                                               |         |                                            |  
|Additional paid-in capital arising from the cumulative effect of a change in accounting principle related to the beneficial conversion feature associated with the convertible debentures |  |              |   |                            |   | 5,026               |  |                                               |         |                                            |  
|Net loss                                                                                                                                                                                  |  |              |   |                            |   |                    |  |                                               | (37,033  | )                                          |  
|Net change in unrealized gain on available-for-sale securities                                                                                                                            |  |              |   |                            |   |                    |  |                                               |         |                                            |  
|                                                                                                                                                                                          |  |              |    |                            |   |                     |  |                                               |          |                                            |  
|Comprehensive loss                                                                                                                                                                        |  |              |   |                            |   |                    |  |                                               |         |                                            |  
|                                                                                                                                                                                          |  |              |    |                            |   |                     |  |                                               |          |                                            |  
|Balances at December 31, 2000                                                                                                                                                             |  |              | 27 |                            |   | 201,011             |  |                                               | (215,823 | )                                          |  
|Issuance of 283 shares of common stock under the 1999 Stock Incentive Plan and Employee Stock Purchase Plan                                                                               |  |              | 1  |                            |   | 1,270               |  |                                               |         |                                            |  
|Issuance of 18 shares of common stock pursuant to equity lines, net of issuance costs                                                                                                     |  |              |   |                            |   | 142                 |  |                                               |         |                                            |  
|Issuance of 246 shares of common stock in lieu of cash bonus                                                                                                                              |  |              |   |                            |   | 1,907               |  |                                               |         |                                            |  
|Stock-based compensation                                                                                                                                                                  |  |              |   |                            |   | 71                  |  |                                               |         |                                            |  
|Issuance of 5,121 shares of common stock pursuant to equity lines, net of issuance costs                                                                                                  |  |              | 5  |                            |   | 32,541              |  |                                               |         |                                            |  
|Net loss                                                                                                                                                                                  |  |              |   |                            |   |                    |  |                                               | (39,200  | )                                          |  
|Net change in unrealized gain on available-for-sale securities                                                                                                                            |  |              |   |                            |   |                    |  |                                               |         |                                            |  
|                                                                                                                                                                                          |  |              |    |                            |   |                     |  |                                               |          |                                            |  
|Comprehensive loss                                                                                                                                                                        |  |              |   |                            |   |                    |  |                                               |         |                                            |  
|                                                                                                                                                                                          |  |              |    |                            |   |                     |  |                                               |          |                                            |  
|Balances at December 31, 2001                                                                                                                                                             |  |              | 33 |                            |   | 236,942             |  |                                               | (255,023 | )                                          |  
|Issuance of 226 shares of common stock under the 1999 Stock Incentive Plan and Employee Stock Purchase Plan                                                                               |  |              |   |                            |   | 554                 |  |                                               |         |                                            |  
|Issuance of 338 shares of common stock in lieu of cash bonuses                                                                                                                            |  |              |   |                            |   | 1,408               |  |                                               |         |                                            |  
|Stock-based compensation                                                                                                                                                                  |  |              |   |                            |   | 4                   |  |                                               |         |                                            |  
|Issuance of 170 shares of common stock pursuant to equity lines, net of issuance costs                                                                                                    |  |              |   |                            |   | 452                 |  |                                               |         |                                            |  
|Public offering of 4,600 shares of common stock, net of issuance costs                                                                                                                    |  |              | 5  |                            |   | 14,731              |  |                                               |         |                                            |  
|Net loss and comprehensive loss                                                                                                                                                           |  |              |   |                            |   |                    |  |                                               | (41,728  | )                                          |  
|                                                                                                                                                                                          |  |              |    |                            |   |                     |  |                                               |          |                                            |  
|Balances at December 31, 2002                                                                                                                                                             |  | $            | 38 |                            | $ | 254,091             |  | $                                             | (296,751 | )                                          | $
|                                                                                                                                                                                          |  |              |    |                            |   |                     |  |                                               |          |                                            |  

See accompanying notes.

F-5

---



Cygnus, Inc.    CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)

|                                                                     |                                                                             | Years Ended December 31,                                     |                                                    
|-------------------------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------------------------ | ---------------------------------------------------
|
|Cash flows from operating activities:                                |                                                                             |                                                              |                                                    
|                                                                     | Net loss                                                                    |                                                              | $                                                  
|                                                                     | Adjustments to reconcile net loss to net cash used in operating activities: |                                                              |                                                    
|                                                                     |                                                                             | Depreciation and amortization                                |                                                    
|                                                                     |                                                                             | Realized gain on sale of investments                         |                                                    
|                                                                     |                                                                             | (Gain)/loss on sale of equipment                             |                                                    
|                                                                     |                                                                             | Impairment of equipment and improvements                     |                                                    
|                                                                     |                                                                             | Beneficial conversion feature of Convertible Debentures      |                                                    
|                                                                     |                                                                             | Amortization of deferred financing costs                     |                                                    
|                                                                     |                                                                             | Stock-based compensation                                     |                                                    
|                                                                     | Change in operating assets and liabilities:                                 |                                                              |                                                    
|                                                                     |                                                                             | Accounts receivable                                          |                                                    
|                                                                     |                                                                             | Inventories                                                  |                                                    
|                                                                     |                                                                             | Other current assets                                         |                                                    
|                                                                     |                                                                             | Other                                                        |                                                    
|                                                                     |                                                                             | Accounts payable and other accrued liabilities               |                                                    
|                                                                     |                                                                             | Accrued compensation                                         |                                                    
|                                                                     |                                                                             | Deferred revenues                                            |                                                    
|                                                                     |                                                                             | Deferred revenues net of deferred costs of product shipments |                                                    
|                                                                     |                                                                             | Arbitration obligations                                      |                                                    
|                                                                     |                                                                             | Amount due to distributor and other liabilities              |                                                    
|                                                                     |                                                                             |                                                              |                                                    
|                                                                     |                                                                             |                                                              | Net cash used in operating activities              
|                                                                     |                                                                             |                                                              |                                                    
|Cash flows from investing activities:                                |                                                                             |                                                              |                                                    
|                                                                     | Capital expenditures                                                        |                                                              |                                                    
|                                                                     | Proceeds from sale of equipment                                             |                                                              |                                                    
|                                                                     | Purchases of investments                                                    |                                                              |                                                    
|                                                                     | Sale of investments                                                         |                                                              |                                                    
|                                                                     | Maturity of investments                                                     |                                                              |                                                    
|                                                                     |                                                                             |                                                              |                                                    
|                                                                     |                                                                             |                                                              | Net cash provided by/(used in) investing activities
|                                                                     |                                                                             |                                                              |                                                    
|Cash flows from financing activities:                                |                                                                             |                                                              |                                                    
|                                                                     | Issuance of common stock                                                    |                                                              |                                                    
|                                                                     | Principal payments of long-term debt                                        |                                                              |                                                    
|                                                                     | Principal payments of capital lease obligations                             |                                                              |                                                    
|                                                                     |                                                                             |                                                              |                                                    
|                                                                     |                                                                             |                                                              | Net cash provided by financing activities          
|                                                                     |                                                                             |                                                              |                                                    
|Net increase/(decrease) in cash and cash equivalents                 |                                                                             |                                                              | 6,273                                              
|Cash and cash equivalents at beginning of year                       |                                                                             |                                                              | 17,142                                             
|                                                                     |                                                                             |                                                              |                                                    
|Cash and cash equivalents at the end of the year                     |                                                                             | $                                                            | 23,415                                             
|                                                                     |                                                                             |                                                              |                                                    
|Supplemental disclosure of cash flows information                    |                                                                             |                                                              |                                                    
|Interest paid                                                        |                                                                             | $                                                            | 220                                                
|Foreign income taxes paid                                            |                                                                             | $                                                            | 27                                                 
|Supplemental schedule of non-cash investing and financing activities |                                                                             |                                                              |                                                    
|Assets acquired under capital lease                                  |                                                                             | $                                                            |                                                   
|Value of shares issued in lieu of bonus                              |                                                                             | $                                                            | 1,408                                              

See accompanying notes.

F-6

---



Cygnus, Inc.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        FOR THE YEAR ENDED DECEMBER 31, 2002

Note 1: Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

Cygnus was incorporated in California in 1985 and was merged into a Delaware corporation in 1995. We develop, manufacture and commercialize new and improved
glucose monitoring devices. Our products are designed to provide more data to individuals and their physicians and enable them to make better-informed decisions on how to manage diabetes. Our
first-generation product, the GlucoWatch Biographer, and our second-generation product, the GlucoWatch G2 Biographer, are non-invasive and automatic glucose monitoring devices.

Need for Additional Financing

On January 8, 2003, our common stock ceased trading on the Nasdaq National Market and instead now trades on the OTC Bulletin Board. Given this development,
we believe it will not be practical for us to draw on our equity line agreements for the foreseeable future. Additionally, due to the lengthy process of seeking insurance reimbursement for our
products from third-party payors, Sankyo has experienced a delay in selling product through to end-user customers. We believe, however, that existing cash, cash equivalents and investments, together
with product revenues from the sales of our products and cash to be received pursuant to a binding forecast from Sankyo that is noncancellable unless mutually agreed
to by both parties (see Note 10. Subsequent Event) will be sufficient to meet our operating expenses, and short-term debt and other obligations to enable us to continue in operation at least through
December 31, 2003. Additionally, to fully implement our business plan, we will need to generate significant positive cash flows from operations and/or raise additional debt or equity capital.

Basis of Consolidation

The consolidated financial statements include the accounts of Cygnus and its wholly-owned subsidiaries after elimination of all material inter-company balances
and transactions.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could materially differ from those estimates.

Due
to the early stage of our product commercialization activities, the estimates required in inventory valuation, including production yields and normal capacity, labor costs incurred
in the production of each unit and overhead costs applicable to manufacturing operations, are inherently uncertain, thus actual results may differ from those estimates. We will continue to evaluate
the estimates relating to inventory valuation as our manufacturing operations become more stable and quantities reach more normalized levels. Write-offs for potential obsolescence or for
inventories in excess of demand are also determined based on significant estimates, which could subsequently change.

F-7

---

Customer and Other Concentrations

One
customer, Sankyo, provided 57% of our 2002 product revenues, and 87% of our accounts receivable at December 31, 2002. This customer did not provide any of our product revenues
in 2001 or 2000.

One
customer, NIH, provided 100% of our 2002 contract revenues. Another customer, Yamanouchi, provided 94% and 95% of our contract revenues in 2001 and 2000, respectively.

Our
Biographer and AutoSensor products are manufactured from components purchased from outside suppliers, most of whom are our single source for such components. If we are unable, for
whatever reason, to obtain these components from our suppliers or if the components obtained from these suppliers do not pass quality standards, we will be required to obtain the components from
alternative suppliers.

AutoSensors
are manufactured by an independent third party based in Michigan who is currently our sole source for such outsourced manufacturing. All manufacturing facilities used in the
manufacturing of our products are subject to inspection and approval requirements of the FDA. If this third party is unable to manufacture the required quantities of AutoSensor for whatever reason, we
will be required to make alternative arrangements that will be subject to FDA approval before commercial manufacturing.

We
maintain our cash, cash equivalents and investments primarily with a bank and two brokerage houses that management believes are creditworthy. This practice is consistent with our
policy to maintain high liquidity and to ensure safety of principal.

Foreign Currency Translation

The functional and reporting currency of Cygnus' foreign subsidiary is the United States dollar. Monetary assets and liabilities of our foreign subsidiary
denominated in foreign currency are translated into United States dollar equivalents at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the weighted
average exchange rate for the year. Transaction gains and losses are included in operating results and have been insignificant for all periods presented.

Deferred Financing Costs

Deferred financing costs of $486,000 and $114,000 relate to costs incurred in 1999 in connection with the debt financings of $14.0 million and
$3.0 million, respectively. These costs are amortized over the term of the related debt and included in interest expense.

Accounting for Stock-Based Compensation

In December 2002, the Financial Accounting Standards Board (FASB) issued Statement No. 148 (FAS 148), "Accounting for Stock Based
CompensationTransition and Disclosure." FAS 148 amends FAS 123, "Accounting for Stock Based Compensation," to provide alternative methods of transition for a voluntary
change to the fair-value based method of accounting for stock-based employee compensation. In addition, FAS 148 amends the disclosure requirements of FAS 123 to require more prominent
disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The additional
disclosure requirements of FAS 148 are effective for fiscal years ending after December 15,

F-8

---

2002.
We have elected to continue to follow the intrinsic-value method of accounting, as prescribed by Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for Stock Issued to
Employees," to account for employee stock options.

For
purposes of disclosures pursuant to FAS 123, as amended by FAS 148, the estimated fair value of stock options is amortized to expense over the options' vesting period.
The following table illustrates the effect on net loss and net loss per share if we had applied the fair-value recognition provisions of FAS 123 to stock based employee compensation (in
thousands, except per share amounts):

|                                                                                                          |  | Year Ended December 31: |        
|--------------------------------------------------------------------------------------------------------- |  | ----------------------- | -------
|
|Net loss as reported                                                                                      |  | $                       | (41,728
|Add: Stock-based employee compensation expense included in reported net loss                              |  |                         |       
|Deduct: Total stock-based employee compensation expense determined under fair-value method for all awards |  |                         | (2,873 
|                                                                                                          |  |                         |        
|Pro forma net loss                                                                                        |  |                         | (44,601
|                                                                                                          |  |                         |        
|Pro forma net loss per share, basic and diluted                                                           |  | $                       | (1.19  

Pro
forma information regarding net loss and earnings per share is required by FAS 123, as disclosed in Note 1, which also requires that the information be determined as if
we had accounted for our employee stock options granted under the fair-value method of FAS 123.The fair value for these options was estimated at
the date of grant using a Black-Scholes option valuation model with the following weighted-average assumptions for 2002, 2001 and 2000: risk-free interest rate of 2.93%, 4.20% and 5.75%,
respectively; a dividend yield of 0.0%; volatility factors of the expected market price of our common stock of 0.87, 0.83 and 0.82, respectively; and a weighted-average expected life of the option of
five years. For the years ended December 31, 2002, 2001 and 2000, the valuations for options granted during the year were $3.6 million, $6.7 million, and $6.6 million,
respectively.

The
Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition,
option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because our employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion the existing models do not
necessarily provide a reliable single measure of the fair value of our employee stock options.

Any
options and warrants granted to consultants and other non-employees are accounted for at fair value, determined by using the Black-Scholes valuation model in accordance
with the Emerging Issues Task Force (EITF) Consensus No. 96-18, "Accounting for Equity Investments that are Issued to other than Employees for Acquiring, or in Conjunction with
Selling Goods, or Services." These options are subject to periodic revaluation over their vesting terms. The assumptions used to value stock-based awards to consultants are similar to those used for
employees.

F-9

---

Accounting for Impairment or Disposal of Long-Lived Assets

We review equipment and improvements and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability is measured by comparison of the assets' carrying amount to the future net cash flows that the assets are expected to generate. If such assets
are considered to be impaired, the impairment is recognized and is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets, evaluated by considering the
present value of the future net cash flows. No impairment charges were recorded during 2001 and 2000. In the fourth quarter of 2002, we recorded an impairment charge of $1.5 million, primarily
related to our semi-automated, back-up equipment for the production of AutoSensors, which became obsolete as a result of the deployment of fully automated manufacturing
equipment during the fourth quarter of 2002.

Contractual Arrangements with Sankyo Pharma Inc.

On November 28, 2001, we entered into a U.S. Co-Promotion Agreement for our GlucoWatch Biographer and other similar glucose monitoring products
with Sankyo Pharma Inc., a wholly owned U.S. subsidiary of Sankyo Co., Ltd., a multi-billion dollar Japanese pharmaceutical and medical products company. Pursuant to the
Co-Promotion Agreement, Sankyo paid us milestone payments totaling $10.0 million. This agreement required Sankyo to provide a specialty sales force of 50 people to promote our
products. Under the Co-Promotion Agreement, we had an obligation to spend a minimum of $8.0 million in promotional funds for each of 2002 and 2003 to advertise and promote our
products and thereafter we were to continue to fund promotional activities in amounts we deemed appropriate.

On
July 8, 2002, we entered into a Sales, Marketing and Distribution Agreement with Sankyo that superseded and replaced our prior November 28, 2001 Co-Promotion
Agreement. Under the new agreement, Sankyo is responsible for sales, marketing, managed care and government contracting, and distribution of our GlucoWatch G2 Biographer and our other similar glucose
monitoring products for a period of 12 years from April 1, 2002. Sankyo is required to provide a specialty sales force of 100 people and to utilize all of its large national primary care
sales force during the term of the agreement. Under this new agreement, Sankyo was also required to pay us an additional $15.0 million in milestone payments, thus bringing total milestone
payments, including milestone payments received under the November 2001 Co-Promotion Agreement, to $25.0 million, all of which have been received.

For
its sales, marketing and distribution activities, Sankyo is entitled to a margin equivalent to a predetermined percentage of Sankyo's net sales to third-party customers. For Sankyo
to receive its specified margin, the following calculations are done. First, Sankyo's net sales are determined by subtracting certain allowed deductions such as rebates, discounts and fees, including
TheraCom's costs for product dispensing and patient reimbursement services, from Sankyo's gross sales. Next, the amount that Sankyo paid us for the products we shipped to them is subtracted from
Sankyo's net sales. The sales and marketing commission we owe to Sankyo is then calculated so that Sankyo receives its specified margin. In periods where the allowed deductions are high relative to
Sankyo's sales to its third-party customers, the effect of Sankyo being entitled to receive this specified margin is that we might report no, or negative, net product revenues for that period. This
predetermined percentage was 15% for net sales in the first year after our first-generation Biographer launch. Beginning April 1, 2003 and continuing for one year, this predetermined percentage
increases to 30%. Thereafter, for the remainder of the initial 12-year term of our agreement, the predetermined percentage will be 40%;

F-10

---

however,
commencing on January 1, 2007, if Sankyo's net sales exceed $225.0 million in any given calendar year, then the predetermined percentage increases to 45% for one year following
the given calendar year that sales exceeded this specified amount. Payment of a quarterly sales and marketing commission, which constitutes a portion of this predetermined percentage to which Sankyo
is entitled, for the years 2002 through 2004 can be deferred until at least 2005 and, under certain circumstances, to 2008. As of December 31, 2002, total sales and marketing commissions of
$491,000 have been accrued, the payment of which has been deferred and are included on our balance sheet under the caption "Amount due to distributor and other long-term liabilities."

Furthermore,
we are no longer obligated to spend promotional funds, as was required in our prior November 28, 2001 Co-Promotion Agreement; however, for the year 2002,
we are obligated to reimburse Sankyo for their actual promotional expenses up to $10.0 million, less promotional expenses incurred by us during the year 2002. In 2002 we incurred
$3.3 million of promotional expenses and are required to reimburse Sankyo for their actual promotional expenses of $6.7 million; however, we have a contractual right to defer the payment
of such reimbursement to Sankyo until 2004. This $6.7 million was included in our results of operations for the year ended December 31, 2002, and the long-term liability to
Sankyo is included on our balance sheet as of December 31 2002, under the caption "Amounts due to distributor." Once deferral of our commissions and promotional funds reaches a certain
specified dollar amount, Sankyo will then have a first security interest in certain of our U.S. patents. Our commission deferral and our promotional funds have not reached that specified dollar amount
as of December 31, 2002.

The
$25.0 million in milestones already received under the Co-Promotion Agreement and the Sales, Marketing and Distribution Agreement is to be recognized as revenue
over the initial 12-year term of our contractual relationship (from April 1, 2002 until April 1, 2014), with no recognition of revenue in the first three sales years, since
the milestone payments may need to be repaid if the agreement is terminated because (1) we cannot supply product for a specified period of time, or (2) our product is recalled or
withdrawn from the market for a specified period of time, or (3) there is a change of control and our successor in interest terminates our agreement with Sankyo. Because these conditions could
occur and the payments might need to be repaid at any time, we are required to report the deferred amounts as current deferred revenue until the potential for repayment
expires in 2005. Consequently, if the agreement runs its full initial term of 12 years, the milestone amounts will be recognized as revenue beginning in 2005 and continuing over the remaining
12 years. In 2005, we expect to record the accumulated revenue of $7.8 million for the first three sales years and thereafter will record proportional amounts of the deferred revenue of
approximately $521,000 per quarter over the remaining 12 years.

Revenue Recognition

Product revenues are generated upon the sale of our GlucoWatch and GlucoWatch G2 Biographers and related accessories in the United Kingdom and the United States.
The GlucoWatch Biographer consists of two integrated parts: the durable Biographer and the disposable, single-use AutoSensor. After the initial sale of the Biographer, revenues will
continue to be recorded upon the sale of additional AutoSensors and accessories to support the installed base of Biographers.

Product
sales are recorded when all the following conditions have been met: product has been shipped, transfer of title has taken place, there is persuasive evidence of an agreement, the
price is fixed or determinable, and collection is reasonably assured. Revenues generated from our shipments of

F-11

---

product
to Sankyo Pharma Inc. under our Sales, Marketing and Distribution Agreement for resale are deferred until the product is sold by Sankyo, because the net price of our product sales to
Sankyo is subject to certain pricing adjustments, such as rebates, discounts and certain fees offered or paid by Sankyo to its third-party customers. The costs of product revenues associated with
these shipments is also deferred until the revenue is recognized. As of December 31, 2002, revenues of $13.2 million were deferred, along with associated costs of $5.0 million.
The net amount of $8.2 million is included on our balance sheet as of December 31, 2002 under the caption "Deferred revenues net of deferred costs of product shipments." There were no
similar deferrals as of December 31, 2001. Revenues generated from our shipments of sample and practice Biographers are recognized when all the above conditions are met, typically upon delivery
of these products to Sankyo, as the sale of such product is not subject to future pricing adjustments. We accrue for estimated warranty costs and other allowances when the revenues from product sales
are recognized. The warranty expenses recorded to date have not been significant and are within historical estimates. With regard to product sales made directly by us to third parties, from time to
time we allowed customers to return product for credit. In such instances, we deferred revenue until the return period expired.

Our
contract revenues may include up-front and/or interim milestone payments from co-promotion; sales, marketing and distribution; and development agreements.
Milestone payments are recorded as revenue based on the provisions of the underlying agreement and the estimated period of continuing obligations, generally the contract term. No revenue is recognized
for such milestones if there is any potential that these milestones may have to be repaid. All milestone payments received ($25.0 million) pursuant to our contractual arrangements with Sankyo
have been deferred, since the milestone payments may need to be repaid if the agreement is terminated because (1) we cannot supply product for a specified period of time, or (2) our
product is recalled or withdrawn
from the market for a specified period of time, or (3) there is a change of control and our successor in interest terminates our agreement with Sankyo. Because these conditions could occur and
the payments might need to be repaid at any time, we are required to report the deferred amounts as current deferred revenue until the potential for repayment expires in 2005. Consequently, if the
contractual relationship runs its full term, the milestone amounts will be recognized as revenue beginning in 2005 and continuing over the remaining term of the initial 12-year agreement
with Sankyo.

Our
contract revenues also include payments received pursuant to research grants. Revenue is recognized based on the performance requirements of the grant contract and as reimbursable
expenses are incurred.

We
evaluate the collectability of our trade receivables based on our customers' abilities to meet their financial obligations. We determine amounts to be past due based on the terms and
conditions set forth in the purchase agreements.

Research and Development

Research and development expenses include costs for scientific and product development personnel, material used in the development and validation of high capacity
manufacturing processes, consultants, clinical trials, supplies, depreciation of equipment used in research and product development, and facilities allocations. Research and development costs are
expensed as incurred. Research and development expenses also include costs associated with research and development grants. These expenses approximate the revenue recognized.

F-12

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Income Taxes

We account for income taxes in accordance with the liability method. Under this method, deferred tax assets and liabilities are measured based on differences
between the financial reporting and tax basis of assets and liabilities using enacted tax rates and laws that will be in effect when differences are expected to arise.

Cumulative Effect of a Change in Accounting Principle

In June 1999 and September 1999, we issued Convertible Debentures of $14.0 million and $3.0 million at conversion prices of $12.705
and $11.8663, respectively. The debentures were immediately convertible into shares of common stock and have a coupon rate of 8.5%. In connection with the issuance of these debentures, we also issued
to debenture holders warrants to purchase an aggregate of 745,000 shares of common stock. At the time of the issuance of the Convertible Debentures, we determined that, based on the fair value of
common stock and specified conversion prices and in accordance with the then-applicable accounting pronouncements, these debentures did not contain embedded beneficial conversion features.

In
November 2000, the Emerging Issues Task Force (EITF) of the Financial Accounting Standards Board (FASB) reached a consensus on Issue 00-27, Application of EITF
Issue 98-5, "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios to Certain Convertible Instruments," and concluded that
an issuer should calculate the intrinsic value of a conversion option using the effective conversion price based on the proceeds received for or allocated to the convertible instrument instead of the
specified conversion price in the instrument. The EITF required companies to apply the prescribed methodology for computing the beneficial conversion feature of convertible securities through a
cumulative catch-up accounting change in the quarter that includes November 2000 for any such security issued after May 20, 1999, the effective date of EITF 98-5.
Accordingly, we recorded a one-time, non-cash charge of $5.0 million in the fourth quarter of 2000 to record the cumulative effect of a change in accounting principle,
as required by the EITF.

Interest Expense

Interest and other expenses on our consolidated statements of operations include interest expense of $3.0 million, $3.6 million, and
$3.7 million for the years ended December 31, 2002, 2001, and 2000, respectively.

Advertising Expenses

We expense the costs of advertising, which includes promotional expenses, as incurred. Advertising expenses were $3.5 million in 2002, and $920,000 and
$454,000 in 2001 and 2000, respectively.

Net Loss Per Share

Basic and diluted net loss per share is computed using the weighted average number of shares of common stock outstanding. Shares issuable from stock options,
warrants and Convertible Debentures are excluded from the diluted loss per share computation, as their effect is anti-dilutive.

F-13

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Cash, Cash Equivalents and Short-Term Investments

We consider all highly liquid investments with a maturity from the date of purchase of three months or less to be cash equivalents. We invest our excess cash in
high credit quality, highly liquid instruments. These investments have included Treasury Notes, Federal Agency Securities, Auction Rate Certificates, Auction Rate Preferred Stock and Commercial Paper.

We
consider all short-term investments as available-for-sale. As such, short-term investments are carried at estimated fair value with
related unrealized gains and losses included in stockholders' net capital deficiency. Realized gains and losses and declines in value judged to be other than temporary on
available-for-sale securities are included in other income and expense and have been immaterial to date, except as noted above. The cost of securities sold is based on the
specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest and other income.

As
of December 31, 2002 and 2001, cash and cash equivalents were $23.4 million and $17.1 million, respectively. As of December 31, 2002 and 2001,
short-term investments were $3.2 million and $6.6 million, respectively. Our cash and cash equivalents are maintained in money market funds and our short-term
investments are held as auction rate certificates. As of December 31, 2002 and 2001, the costs approximated the estimated fair values for all investments. All cash equivalents and investments
as of December 31, 2002 and 2001 have maturity dates of less than one year.

During
2001, we sold certain marketable equity securities for a gain of $1.1 million.

Inventory

Inventory is stated at standard cost adjusted to approximate the lower of actual cost (first-in, first-out method) or market, after
appropriate consideration has been given to obsolescence and inventory in excess of anticipated future demand.

Inventory
consists of the following (in thousands):

December 31,2002

2001Raw materials

$
5,162

$
1,502Work-in-process


1,098


455Finished goods


368


30$
6,628

$
1,987


Prior
to the approval by the FDA of our products and our commercial processes, material was generally charged to research and development expenses upon receipt and was not carried as
inventory in the financial statements. Accordingly, inventory values at December 31, 2002 and December 31, 2001 and the costs of product revenues for the years ended December 31,
2002 and 2001 do not include previously expensed material. Our costs of product revenues for the years ended December 31, 2002 and 2001 would have been $1.4 million and $276,000 higher,
respectively, had we not utilized some of this previously expensed material in our production process. Additionally, during the quarter ended June 30, 2002, we wrote off approximately
$1.1 million in inventory value due to the estimated first-generation Biographer inventory caused by the earlier-than-expected FDA approval of our second-generation
Biographer and its anticipated launch. Subsequent to this write-off, we were able to utilize

F-14

---

approximately
$480,000 of this inventory, primarily due to our redesign of the practice G2 Biographer to allow for the use of some of this material. Our costs of product revenues for the second half
of the year ended December 31, 2002 would have been $480,000 higher if we had not previously expensed this material. We expect to utilize an additional $40,000 of this written-off
inventory in future periods. During the quarter ended December 31, 2002, we wrote off an additional $290,000 for material in excess of projected requirements and for outdated literature or
expired product.

Shipping and Handling Costs

Shipping and handling costs incurred by us are included in the costs of product revenues in the consolidated statements of operations.

Equipment and Improvements

Equipment and improvements are recorded at cost. Depreciation of equipment is computed on a straight-line basis over the estimated useful lives of
18 months to 60 months. Leasehold improvements and assets recorded under capital leases are amortized using the straight-line method over the shorter of the estimated useful
life of the assets or the term of the leases. Amortization expense related to assets under capital leases is included in depreciation expense. No depreciation charge is computed on assets under
construction.

Comprehensive Income/(Loss)

Comprehensive income/(loss) includes changes in stockholders' net capital deficiency during a period, except those resulting from investments by stockholders and
distributions to stockholders. Other
comprehensive income/(loss) consists primarily of unrealized gains and losses on available-for-sale securities.

Segment Information

We have adopted Statement of Financial Accounting Standard No. 131, "Disclosures About Segment of an Enterprise and Related Information." We operate in one
segment, the development and manufacture of glucose monitoring products, and in two geographic regions, the United States and the United Kingdom. We are evaluated by management on a single-segment
basis. Product revenues with customers in these geographic regions were as follows (in thousands):

Years Ended December 31,2002

2001

2000United States

$
3,098

$


$
United Kingdom


355


489


Total

$
3,453

$
489

$



Substantially
all of our long-lived assets are located in the United States.

F-15

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New Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board (FASB) issued FAS 146, "Accounting for Costs Associated with Exit or Disposal Activities,"
which addresses accounting for restructuring, discontinued operation, plant closing, or other exit or disposal activity. FAS 146 requires companies to recognize costs associated with exit or
disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. FAS 146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The adoption of FAS 146 is not expected to have a significant impact on our financial position and results of operations.

In
November 2002, the FASB issued Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." FIN 45 elaborates on the existing disclosure requirements for most guarantees, including residual value guarantees issued in conjunction with operating lease agreements. It
also clarifies that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value of the obligation it assumes under that guarantee and must disclose
that information in its interim and annual financial statements. The initial recognition and measurement provisions apply on a prospective basis to guarantees issued or modified after
December 31, 2002. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. Our adoption of FIN 45 did not have a
material impact on our results of operations and financial position.

In
January 2003, the FASB issued Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities." This interpretation of Accounting Research Bulletin
No. 51, "Consolidated Financial Statements," addresses consolidation by business enterprises of variable interest entities. Under current practice, two enterprises generally have been included
in consolidated financial statements because one enterprise controls the other through voting interests. FIN 46 defines the concept of "variable interests" and requires existing unconsolidated
variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among the parties involved. This interpretation applies immediately to
variable interest entities created after January 31, 2003. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an
enterprise holds a variable interest that it acquired before February 1, 2003. The interpretation may be applied prospectively with a cumulative-effect adjustment as of the date on which it is
first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the first year restated. The disclosure provisions
under the
interpretation are effective as of December 31, 2002. We do not expect the adoption of FIN 46 to have a material impact on our financial position or results of operations.

Note 2: Leases and Commitments

Capital Leases

We currently have two capital lease agreements. Assets leased under capital leases are included in equipment at a total cost of $229,000 with related accumulated
amortization of $110,000 at December 31, 2002. Upon the expiration of these leases, we have a one dollar ($1.00) buy-out purchase option. As of December 31, 2002, aggregate
liabilities of $151,000 were outstanding under these facilities and were secured by assets with a net book value of $119,000 and a letter of credit with a value of $180,000 at December 31,
2002.

F-16

---

The
future aggregate principal payments of minimum lease payments under capital leases as of December 31, 2002 are as follows:

Capital Leases(In thousands)Years ending December 31,2003

$
942004


82Total minimum lease payments


176Less amount representing interest and sales/use tax


25Present value of minimum lease payments


151Current portion of capital lease obligations


77Long-term portion of capital lease obligations

$
74


Operating Leases

In the United States, we lease our facilities under two noncancellable operating leases expiring in December, 2003. The terms of the leases provide for rental
payments on a graduated scale. We are recognizing rent expense on a straight-line basis over the periods of the leases and therefore have accrued for the rent expense incurred but not
paid. We are currently in final negotiations with the property owner for a new lease for our facilities.

Rent
expense amounted to $1.0 million, $1.1 million and $1.1 million, net of sublease payments of $789,000, $814,000 and $1.0 million, for the years ended
December 31, 2002, 2001 and 2000, respectively. Currently, we have one sublease that runs concurrently with one of our two operating leases. Minimum future rental commitments and minimum future
sublease rental receipts under the operating leases for 2003 are $1.4 million and $417,000, respectively.

Unconditional Purchase Obligations

As of December 31, 2002, we had contractual commitments with various vendors in the amount of $3.1 million for the purchase of certain goods and
services.

Note 3: Financing Instruments

In June 1999, we entered into two financing arrangements: a Convertible Debenture and Warrant Purchase Agreement, as subsequently amended ("Convertible
Debenture Agreement") and a Structured Equity Line Flexible FinancingSM Agreement. Since that time, we have entered into two additional equity line agreements in 2000 and 2001
(collectively, the "equity lines").

As
of December 31, 2002, the total outstanding balance plus accrued interest on our Convertible Debentures totaled $22.3 million. We still have $3.0 million
available under our Convertible Debenture Agreement; however, it is unlikely that this amount will be utilized in the near future.

As
of December 31, 2002, we had received aggregate proceeds of $57.2 million pursuant to our equity lines, and we have $30.8 million available under our equity
lines, of which $1.8 million is available under our second equity line and $29.0 million is available under our third equity line, subject to the practical limitations described below.

F-17

---

Convertible Debentures

Under the Convertible Debenture Agreement, 8.5% convertible debentures with a principal amount of $14.0 million due June 29, 2004 were issued at a
conversion price of $12.705 per share ("June 2004 Debentures"). The Convertible Debenture Agreement also provided for the issuance of an additional $6.0 million of convertible debentures
consisting of two $3.0 million tranches ("additional tranches") for similar terms and conditions, except for the determination of conversion prices upon issuance of additional tranches. The
conversion prices for the additional tranches were to be determined based on certain market-based formulas defined in the Convertible Debenture Agreement. In September 1999, we issued
convertible debentures for $3.0 million pursuant to the terms of the additional tranches. The first additional tranche due on September 29, 2004 had a conversion price of $11.8663
("September 2004 Debentures," together with the June 2004 Debentures, the "Convertible Debentures"). The $3.0 million under the second additional tranche was still available as of
December 31, 2002, subject to approval by both parties. The convertible debentures had a stated interest rate of 8.5% per annum and an effective interest rate of 13.5% per annum. The effective
interest rate includes a non-cash charge of $6.6 million for the amortization of the fair value of warrants, computed on the basis of a Black-Scholes valuation model, issued in
connection with the Convertible Debentures.

In
conjunction with the issuance of Convertible Debentures, in June 1999 and September 1999, we issued to the debenture holders warrants to purchase 606,000 shares and
139,000 shares of common stock, respectively, at the respective exercise prices of $13.86 per share and $16.18 per share. Each tranche of warrants had a contractual term of five years from the date of
the respective grants. At the dates of the grants, the fair values ascribed to these warrants were $5.0 million and $1.1 million, respectively, based on a Black-Scholes valuation model.
The valuation of $5.0 million was determined using the following assumptions for volatility, interest rate, stock price, and dividend rate: 0.9985, 5.8%, $11.19, and 0.0%, respectively. The
valuation of $1.1 million was determined using the following assumptions for volatility, interest rate, stock price, and dividend rate: 0.9923, 5.85%, $11.06, and 0.0%, respectively. These
values were recorded as debt discount and are being amortized as additional interest expense over the debt term. We recorded amortization of $1.2 million for each of the years ended
December 31, 2002, 2001 and 2000. As of December 31, 2002, the aggregate unamortized fair value of the warrants amounted to $1.9 million.

Also
in connection with the issuance of Convertible Debentures, we issued to the placement agent warrants to purchase 50,000 shares of common stock at the exercise price of $13.86 per
share. At the
date of grant, the fair value ascribed to the warrants was $417,000, based on a Black-Scholes valuation using the following assumptions for volatility, interest rate, stock price, and dividend rate:
0.9985, 5.8%, $11.19, and 0.0%, respectively. This amount was recorded as deferred financing cost and is being amortized as additional interest expense over the debt term. We recorded amortization of
$83,000 for the year ended December 31, 2002. As of December 31, 2002, the aggregate unamortized fair value of the warrants amounted to $125,000.

Under
the original terms of the Convertible Debenture and Warrant Purchase Agreement dated June 29, 1999, the 8.5% Convertible Debentures Due June 29, 2004 and the 8.5%
Convertible Debentures Due September 29, 2004, if Cygnus were to have been delisted from the Nasdaq National Market, the debenture holders could have declared that a default had occurred and
could have required immediate payment of the outstanding principal and interest balances ($22.3 million as of September 30, 2002). To address this contingency, we entered into an
agreement with the debenture

F-18

---

holders
on August 21, 2002 to amend the Convertible Debenture and Warrant Purchase Agreement and the Convertible Debentures to specify that as long as our stock is trading on any market or
exchange, including the OTC Bulletin Board, there is no default under these agreements. Thus, our later move to the OTC Bulletin Board is not a default under the Convertible Debentures, as amended.
The debenture holders also agreed to reduce the interest rate on the Convertible Debentures from 8.5% to 3.5% per annum, payable quarterly, effective October 1, 2002, on the new principal of
$22.3 million. Furthermore, pursuant to the August 21, 2002 amendment, we are required to pay $2.0 million in principal to the debenture holders on June 30, 2003 and an
additional $2.0 million in principal on December 31, 2003, minus the amounts received if the holders have converted any shares of stock.

The
Convertible Debentures, as amended, also allow for limited conversions into stock at a price premium (101% or 107%, depending on the market price) to the market price of Cygnus'
common stock, with certain minimum conversion prices established. For the period of October 1, 2002 to December 31, 2002, the minimum conversion price was $3.50 per share. For the period
of January 1, 2003 to March 31, 2003, the minimum conversion price is $2.00 per share. Conversions cannot exceed 8% of the trading volume for a given month, and are limited to $500,000
per month, unless Cygnus' common stock trades at or above $3.50 for that month. On March 24, 2003, the last reported sale price for our common stock was $0.37 per share. Based on this last
reported sale price of our common stock, the current minimum conversion price of $2.00 per share is applicable, which means that a maximum of 250,000 shares per month may be converted under the
Convertible Debentures at this conversion price, subject to the limitation of 8% of the trading volume for the month.

On
December 7, 2002, we further amended the Convertible Debentures to establish a minimum conversion price of $1.054 per share of common stock for the period beginning
April 1, 2003 for the remaining term of the Convertible Debentures, resulting in a maximum of 474,383 shares per month that may be converted under the Convertible Debentures, again subject to
the limitation of 8% of the trading volume for the month. Furthermore, the Convertible Debentures, as amended, may not be converted to the extent such conversion would result in their holders in the
aggregate being deemed to beneficially own more than 9.9% of our total issued and outstanding common stock. Separately, we entered into a Security Agreement to grant a security interest to all of our
assets, with the exception of
our U.S. patents and patent applications, to the debenture holders as contemplated by the prior amendments to the Convertible Debentures.

Equity Lines

The original equity line had a maximum aggregate issue price of $30.0 million over a two-year commitment period and allowed us, at our sole
discretion, to sell common stock over this period. We were also required to issue warrants to purchase a minimum of 120,000 shares at the exercise price equal to 120% of the weighted-average per share
sale price of all shares sold under the original equity line. The per share purchase price of shares issued under the original equity line was determined by certain market-based pricing formulas.

In
May 2000, the original equity line was amended to increase the maximum aggregate issue price to $60.0 million, to provide for the issuance of warrants to purchase up to
600,000 shares of common stock, to replace the calculation used to determine the per share price with a formula more favorable to Cygnus, and to extend the commitment period to June 30, 2003.
Under the original equity line, we received aggregate proceeds of $26.1 million. In March 2001, we terminated our original equity line, as

F-19

---

amended,
and entered into a second equity line for a maximum aggregate issue price of $33.0 million with the same investors. The terms and conditions of this second equity line were
substantially the same as the original equity line, as amended, and the commitment period ends June 30, 2003. As of December 31, 2002, we had received aggregate proceeds of
$31.2 million under the second equity line. On October 1, 2001, we entered into our third equity line with the same investors for a maximum aggregate issue price of $29.0 million.
The terms and conditions of this third equity line are substantially the same as the prior equity lines, and the commitment period ends December 31, 2004. As of December 31, 2002, we had
not utilized the third equity line.

In
1999 under our equity lines, we received gross proceeds of $9.5 million from the sale of 1.0 million shares of common stock. In 2000, we received gross proceeds of
$14.2 million from the sale of 1.5 million shares of common stock. In 2001, we received gross proceeds of $33.0 million from the sale of 5.1 million shares of common stock.
During the year ended December 31, 2002, we received gross proceeds of $528,000 from the sale of 170,000 shares of our common stock under the second equity line.

In
connection with the original equity line, as amended, for the investors' activities in 1999, we issued to the investors five-year warrants to purchase up to 95,000 shares
of common stock at an exercise price of $11.51 per share. Pursuant to the agreements with the investors and the placement agent, for the investors' activities in 2000, we issued to the investors
five-year warrants to purchase up to 142,000 shares of common stock at exercise prices ranging from $6.00 to $20.40 and
to the placement agent a five-year warrant to purchase up to 11,000 shares of common stock at an exercise price of $9.85. In January 2002, for the investors' activities in 2001,
under the original equity line and the second equity line, we issued to the investors five-year warrants to purchase up to 24,000 and 471,000 shares of common stock at an exercise price of
$6.99 and $9.76, respectively, and to the placement agent a five-year warrant to purchase up to 50,000 shares of common stock at an exercise price of $7.74 per share. In
January 2003, for the investors' activities in 2002, under the second equity line, we issued to the investors a five-year warrant to purchase up to 17,044 shares of common stock at
an exercise price of $4.65 per share. Warrants will only be issued in the future if the equity lines are utilized.

On
September 17, 2002, we amended our existing equity line agreements so that these equity lines would be available as long as we are listed on either the Nasdaq National Market
or the SmallCap Market. The amended equity lines also added an alternative 15-day investment period to the existing 30-day, 60-day and 90-day investment
periods and limited the investors' required purchase amount with certain trading volume limitations. However, since we are not currently listed on either the Nasdaq National Market or the SmallCap
Market, our investors under the equity line agreements may elect to suspend or terminate these agreements, in which case we will not be able to utilize the $30.8 million available under these
equity line agreements. Even if these investors elect not to suspend or terminate these equity line agreements, we believe, as a practical matter, we will not be able to draw on these equity line
agreements for the foreseeable future. So long as we are not listed on a national exchange or quoted on the Nasdaq National Market or the SmallCap Market, we believe that it will not be practical for
us to draw on our equity lines in light of (i) the penny stock rules that require the underwriter to undertake relatively burdensome disclosure obligations in connection with issuances of penny
stock securities such as ours, (ii) our need to individually comply with each state's blue sky laws governing unlisted securities issuances, and (iii) the relatively high level of
dilution that issuances would have at current market prices for our stock.

F-20

---

Note 4: Stockholders' Net Capital Deficiency

Preferred Share Purchase Rights Plan

Pursuant to our Stockholder Rights Plan, the Board of Directors declared a dividend distribution of one Preferred Share Purchase Right ("Right") for each
outstanding share of common stock, issuable on or after October 18, 1993, to stockholders of record on that date. These Rights will remain outstanding until September 21, 2003.

Additionally,
under the terms of our Sales, Marketing and Distribution Agreement with Sankyo, during such time as payments to Sankyo are being deferred, we are prohibited from paying
cash dividends.

Common Stock

In fiscal years 2002 and 2001, we issued 338,000 and 246,000 shares of our common stock, respectively, to our employees in lieu of paying a cash bonus. The value
of the common stock issued was $1.4 million and $1.9 million in fiscal years 2002 and 2001, respectively.

Warrants

We account for all warrants issued in connection with services rendered on the basis of the fair value of the warrants. We estimate the fair value of such
instruments using the Black-Scholes valuation model, and the fair value thus computed is then recognized over the period for which the underlying services are rendered. The warrants were issued in
connection with various financing activities, specifically our equity lines and Convertible Debentures. Warrants issued in connection with the equity lines have been reflected as additional costs of
financing and additional paid-in-capital. Warrants issued in connection with the Convertible Debentures have been reflected as additional costs and amortized to

F-21

---

interest
expense over the remaining life of the Convertible Debentures. The following table summarizes the warrants outstanding as of December 31, 2002.

|Date of
Warrants |  | Outstanding
Number of Shares
Covered by
Warrants |  | Exercise Price |       | Expiration Date |          | Fair Value of
Warrants at
Issuance
|---------------- |  | ------------------------------------------------ |  | -------------- | ----- | --------------- | -------- | ----------------------------------
|*06/29/99        |  | 606,059                                          |  | $              | 13.86 |                 | 06/29/04 |                                   
|*06/29/99        |  | 50,000                                           |  | $              | 13.86 |                 | 06/29/04 |                                   
|*09/29/99        |  | 139,050                                          |  | $              | 16.18 |                 | 09/29/04 |                                   
|01/05/00         |  | 95,000                                           |  | $              | 11.51 |                 | 01/05/05 |                                   
|05/09/01         |  | 10,000                                           |  | $              | 20.40 |                 | 05/09/06 |                                   
|05/09/01         |  | 5,636                                            |  | $              | 16.05 |                 | 05/09/06 |                                   
|05/09/01         |  | 6,082                                            |  | $              | 14.60 |                 | 05/09/06 |                                   
|05/09/01         |  | 49,051                                           |  | $              | 14.11 |                 | 05/09/06 |                                   
|05/09/01         |  | 13,907                                           |  | $              | 13.50 |                 | 05/09/06 |                                   
|05/09/01         |  | 20,000                                           |  | $              | 11.04 |                 | 05/09/06 |                                   
|05/09/01         |  | 1,803                                            |  | $              | 9.88  |                 | 05/09/06 |                                   
|05/09/01         |  | 11,178                                           |  | $              | 9.85  |                 | 05/09/06 |                                   
|05/09/01         |  | 7,286                                            |  | $              | 9.71  |                 | 05/09/06 |                                   
|05/09/01         |  | 11,751                                           |  | $              | 9.46  |                 | 05/09/06 |                                   
|05/09/01         |  | 7,445                                            |  | $              | 6.43  |                 | 05/09/06 |                                   
|05/09/01         |  | 4,065                                            |  | $              | 6.01  |                 | 05/09/06 |                                   
|05/09/01         |  | 4,515                                            |  | $              | 6.00  |                 | 05/09/06 |                                   
|01/08/02         |  | 24,168                                           |  | $              | 6.99  |                 | 01/08/07 |                                   
|01/08/02         |  | 470,617                                          |  | $              | 9.76  |                 | 01/08/07 |                                   
|01/08/02         |  | 49,914                                           |  | $              | 7.74  |                 | 01/08/07 |                                   

---

In
January 2003, in connection with 2002 activities under the second equity line, we issued five-year warrants to purchase 17,044 shares of common
stock at the exercise price of $4.65 per share.

F-22

---



Employee Stock Purchase Plan

Effective January 8, 2003, the Board of Directors suspended the Amended 1991 Employee Stock Purchase Plan, as last amended and restated February 12,
2002, due to the fact that our stock was delisted from trading on the Nasdaq National Market. As of December 31, 2002, a total of 868,955 shares of common stock were reserved for issuance to
eligible employees under the Stock Purchase Plan. During 2002, 2001 and 2000, 199,651 shares, 140,342 shares and 251,699 shares, respectively, were purchased under the Stock Purchase Plan, with grant
date fair values for shares issued of $287,768, $350,357, and $693,318, respectively. The following table shows the weighted averages of the underlying assumptions used in determining these values:

Years ended December 312002

2001

2000Risk-free interest rate

1.13
%
4.2
%
4.83
%Volatility

1.2546

0.83

0.7953Dividend yield

0

0

0Expected life (years)

0.50

0.50

0.50


Stock Incentive Plan

The 1999 Stock Incentive Plan ("Stock Plan") authorizes the Board of Directors to grant stock options, restricted stock, stock units, stock appreciation rights
and other awards to be made to employees and consultants. Since its inception and through December 31, 2002, a total of up to 11.4 million shares of common stock have been authorized
under the Stock Plan. As of December 31, 2002, 7.0 million shares of common stock are authorized under the Stock Plan, of which 3.0 million were available for grant. The Stock
Plan will terminate in 2004, unless sooner terminated by the Board of Directors or extended by the Board of Directors and approved by the stockholders. Under the Stock Plan, stock options must be
granted at no less than the fair market value on the date of grant. Options generally vest over a four-year period and are exercisable for a term of ten years after issuance, unless
otherwise determined by the Board of Directors or a committee thereof.

Effective
January 27, 2003, the Board of Directors amended the Stock Plan in order to comply with the California General Corporations Law. Our common stock was delisted from
trading on the Nasdaq National Market System effective with the opening of business on January 8, 2003 and commenced trading on the OTC Bulletin Board that same day. We are now required to
comply with certain provisions of the California General Corporations Law from which we were previously exempt prior to the delisting.

We
have elected to follow Accounting Principles Board Opinion 25 (APB 25), "Accounting for Stock Issued to Employees" and related interpretations in accounting for our employee stock
options because the alternative fair-value accounting provided for under Financial Accounting Standard No. 123 (FAS 123), "Accounting for Stock-Based Compensation," requires use of
option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of our employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is recognized for these grants.

Under
the Stock Plan, stock may be sold and stock bonuses or rights to purchase common stock may be granted by the Board of Directors or a committee thereof for past services at the fair
market

F-23

---

value
on the date of grant. The Board may impose certain repurchase rights in favor of Cygnus in the event that an employee is terminated prior to certain predetermined vesting dates. As of
December 31, 2001, 2000 and 1999, no shares were subject to repurchase.

Option
activity summary for the year ended December 31:

|                                                           |  | 2002  |   | 2001 |       | 2000
|---------------------------------------------------------- |  | ----- | - | ---- | ----- | ----
|
|Total outstanding at beginning of year                     |  | 4,072 |   | $    | 9.68  |     
|Granted                                                    |  | 1,241 |   | $    | 1.79  |     
|Exercised                                                  |  | (278  | ) | $    | 0.37  |     
|Forfeited                                                  |  | (993  | ) | $    | 6.21  |     
|Expired                                                    |  | (27   | ) | $    | 14.38 |     
|                                                           |  |       |   |      |       |     
|Outstanding at end of year                                 |  | 4,015 |   | $    | 8.71  |     
|                                                           |  |       |   |      |       |     
|Exerciseable at end of year                                |  | 2,764 |   | $    | 10.24 |     
|Weighted-average fair value of options granted during year |  |       |   | $    | 2.93  |     

A
summary of our stock option position as of December 31, 2002 is as follows:

|              |  | Options Outstanding |  | Exercisable
|------------- |  | ------------------- |  | -----------
|
|$0.00-$3.25   |  | 883                 |  | 6.92       
|$4.50-$5.00   |  | 750                 |  | 8.24       
|$5.06-$8.31   |  | 835                 |  | 5.75       
|$8.40-$14.50  |  | 788                 |  | 4.73       
|$15.12-$22.50 |  | 759                 |  | 5.75       
|              |  |                     |  |            
|Totals        |  | 4,015               |  | 6.27       
|              |  |                     |  |            

F-24

---

Common Stock Reserved for Future Issuance

At December 31, 2002, the total number of shares of common stock reserved for issuance is as follows:

(In thousands)Stock Incentive Plan

7,022Employee Stock Purchase Plan

869Convertible Debentures (assuming conversion price of $1.054)

21,139Outstanding warrants

1,588Warrants to be issued pursuant to equity lines

17Total common stock reserved

30,635


Note 5: Income Taxes

The provisions for income taxes consist of the following (in thousands):

Years Ended December 31,2002

2001

2000(In thousands)Current:Federal

$


$


$
State








Foreign


23


527


100Total current


23


527


100Deferred:Federal








State








Total deferred








Total

$
23

$
527

$
100


F-25

---



A reconciliation of income taxes computed at the statutory federal income tax rate with the provision for income taxes included in the statements of operations is
as follows:

Years Ended December 31,2002

2001

2000(In thousands)U.S. federal taxes (benefit)At statutory rate

$
(14,188
)
$
(13,328
)
$
(10,882
)Foreign


23


527


100Net operating losses for which no benefit was recorded


14,188


13,328


10,882Total

$
23

$
527

$
100


Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used
for income tax purposes. Significant components of our deferred tax assets are as follows:

December 31,2002

2001(In thousands)Deferred tax assets:Net operating loss carryforwards

$
84,200

$
81,300Research and development credit carryforwards


9,230


8,800Arbitration obligations


6,000


9,300Capitalized research and development


5,150


4,900Deferred revenue


15,810


2,000Other


1,080


430Total deferred tax assets


121,470


106,730Valuation allowance for deferred tax assets


(121,470
)

(106,730
)Net deferred tax assets

$


$



Realization
of deferred tax assets is dependent on future earnings, if any, the timing and amount of which are uncertain. Accordingly, a valuation allowance in an amount equal to the net
deferred tax
assets as of December 31, 2002 and 2001 has been established to reflect these uncertainties. The deferred tax asset valuation allowance increased by $14.7 million, $11.0 million
and $16.9 million in 2002, 2001 and 2000, respectively. Approximately $714,000 of the valuation allowance for deferred tax assets relates to benefits of stock option deductions that, when
recognized, will be allocated directly to contributed capital.

At
December 31, 2002, we had federal net operating loss and research and development tax credit carryforwards of $236.0 million and $6.2 million, respectively. These
carryforwards expire at various dates beginning in 2003 and ending in 2022. For state income tax purposes, at December 31, 2002 we had net operating loss carryforwards of $66.0 million
that expire at various dates beginning in 2004 and ending in 2012, and state research and development tax credits of approximately $4.5 million, which do not expire.

F-26

---

Because
of the change-in-ownership provisions of the Internal Revenue Code of 1986, as amended, a substantial portion of our net operating loss and tax credit
carryforwards may be subject to annual limitations. The annual limitation may result in the expiration of net operating losses and tax credits before utilization.

Note 6: Arbitration Award Obligation

On December 11, 1997, the International Court of Arbitration issued a Final Award, which was not appealable, in an arbitration matter between Sanofi, S.A.,
now Sanofi~Synthelabo, and Cygnus related to transdermal hormone replacement therapy systems. This Final Award against Cygnus of $37.0 million was entered as a judgment of the United States
District Court for the Northern District of California. An initial payment of $14.0 million was made within 14 days of the Final Award and in 1997 we accrued an aggregate remaining
liability of $23.0 million for the following obligations: (i) payments of an aggregate amount equal to $17.0 million as royalty payments for the period 2001 through 2005, payable
60 days after the end of each fiscal year ($2.0 million of which was paid in February 2002 for the year 2001, $3.0 million is to be paid for the year 2002,
$4.0 million is to be paid for the year 2003, $4.0 million is to be paid for the year 2004 and $4.0 million is to be paid for the year 2005), and (ii) a convertible
promissory note bearing interest at 6.5% per annum in the principal amount of $6.0 million, issued in December 1997, which was paid in full in cash with accrued annual interest of
$390,000 in January 2002. The underlying agreement, which was the subject matter of the arbitration, was terminated on December 15, 1999. As of December 31, 2002, the aggregate
amount payable under this obligation was $15.0 million, of which $3.0 million is included in our current obligations.

Note 7: Sale of Drug Delivery Business

On December 15, 1999, we completed the sale of substantially all of our drug delivery business segment assets to Ortho-McNeil Pharmaceutical, Inc.
("Ortho-McNeil"), a Johnson & Johnson company. Under the terms of our agreement, Ortho-McNeil was subject to paying up to an additional $55.0 million in cash, contingent on the
achievement of certain milestones. These potential milestone payments are dependent upon the achievement by Ortho-McNeil of certain technical and regulatory accomplishments and timely submissions of
regulatory documents related to the Ortho Evra® (Johnson & Johnson, New Brunswick, New Jersey) transdermal contraceptive patch. The achievement of these milestones are not within
our control. Of this $55.0 million, $20.6 million potential payments were not received because certain accomplishments were not met, resulting in $34.4 million left in potential
milestone payments. Of this amount, $30 million was dependent on achieving certain accomplishments in 2002 and we have initiated the process to obtain an official statement from Ortho-McNeil
regarding the status of their activities related to these milestone payments. Depending upon whether the activities were performed as specified in our contract, we may be no longer eligible to receive
any of this $30 million. The remaining $4.4 million in potential milestone payments may be payable to us in 2003-2006.

Note 8: Employee Benefit Plan

We have an employee savings plan ("Plan") covering substantially all employees that qualifies as a deferred salary arrangement under Section 401(k) of the
Internal Revenue Code. The Plan provides for eligible employee contributions up to $12,000 per year (up to $14,000 for those employees ages 50 and older) and for the Company to match a portion of the
contributions. For the years ended

F-27

---

December 31,
2002, 2001 and 2000, we incurred contribution expenses of $70,000, $80,000, and $80,000, respectively.

Note 9: Manufacturing and other Contractual Arrangements

In 1997, we entered into a Product Supply Agreement with Contract Manufacturing, Inc. (CMI), now Corium International ("Corium"), to manufacture our
AutoSensors. In December of 1996, we had hired the owner of CMI as a non-officer, part-time employee of Cygnus, Inc. However, this individual's employment with us
terminated in March 2000 and, subsequently, we entered into a consulting agreement in 2001 under which he received 10,000 shares of Cygnus common stock upon a performance milestone and these
shares were subject to variable accounting. This consulting agreement has now expired. Two former Cygnus executive officers have joined Corium. During 2002, 2001 and 2000, we paid Corium
$4.6 million, $4.9 million and $1.5 million, respectively, for manufacturing services provided to us. We also buy certain of our capital manufacturing equipment for
the AutoSensor from a company previously under the control of the owner of Corium. During 2001 and 2000, we paid this latter company $600,000 and $1.8 million, respectively.

In
1995, we entered into an Exclusive License Agreement with The Regents of the University of California relating to reverse iontophoresis patent rights. We were obligated to start
paying royalties after the first commercial sale of our GlucoWatch Biographer, which occurred in 2001 in the United Kingdom. These amounts have been immaterial to date.

Note 10: Subsequent Event

On March 19, 2003, we received a binding commitment from Sankyo that they will purchase product in accordance with a forecast for the period
April 1, 2003March 31, 2004. This commitment is noncancellable unless mutually agreed to by both parties.

F-28

---

Note 11: Selected Quarterly Financial Data (in thousands, except per share data) (unaudited)

|                                                                    |  | Three Months Ended |        
|------------------------------------------------------------------- |  | ------------------ | -------
|
|Total revenues                                                      |  | $                  | 1,714  
|Costs of product revenues(1)                                        |  |                    | 2,777  
|Total other costs and expenses                                      |  |                    | 9,937  
|                                                                    |  |                    |        
|Loss from operations                                                |  |                    | (11,000
|Interest income and (expense) and other, net                        |  |                    | (411   
|Loss before income taxes                                            |  |                    | (11,411
|Provision for income taxes                                          |  |                    | 1      
|                                                                    |  |                    |        
|Net loss                                                            |  | $                  | (11,412
|                                                                    |  |                    |        
|Net loss per share, basic and diluted                               |  | $                  | (0.30  
|                                                                    |  |                    |        
|Shares used in computation of net loss per share, basic and diluted |  |                    | 38,479 
|                                                                    |  |                    |        

---

F-29

---

EXHIBIT INDEX

|3.01   |  | Bylaws of the Registrant, as amended, incorporated by reference to Exhibit 3.01 of Registrant's Form 10-Q for the quarter ended June 30, 2002.                                                                                                                                                                                                                                                                                                                                                                                                    
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.02   |  | Restated Articles of Incorporation of the Registrant, as amended to date, incorporated by reference to Exhibit 3.02 of Registrant's Form 10-Q for the quarter ended June 30, 2002.                                                                                                                                                                                                                                                                                                                                                                
|4.01   |  | Specimen of Common Stock Certificate of the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-1 (File No. 33-38363) filed on December 21, 1990 (Form S-1).                                                                                                                                                                                                                                                                                                                                
|4.02   |  | Amended and Restated Rights Agreement dated October 27, 1998 between the Registrant and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent" successor to Chemical Trust), which includes the Certificate of Determination for the Series A Junior
Participating Preferred Stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to purchase Preferred Shares as Exhibit C, incorporated by reference to Exhibit 99.2 of the Registrant's Form 8-A12B/A (File No.
0-18962) filed on December 14, 1998.
|4.03   |  | Registration Rights Agreement dated June 30, 1999 between the Registrant and Cripple Creek Securities, LLC, incorporated by reference to Exhibit 4.11 of the Registrant's Form 10-Q for the quarter ended June 30, 1999.                                                                                                                                                                                                                                                                                                                          
|4.04   |  | Registration Rights Agreement dated June 29, 1999 between the Registrant and the listed Investors on Schedule I thereto, incorporated by reference to Exhibit 4.12 of the Registrant's Form 10-Q for the quarter ended June 30, 1999.                                                                                                                                                                                                                                                                                                             
|4.05   |  | Registration Rights Agreement dated October 1, 2001 between Cygnus, Inc. and Cripple Creek Securities, LLC, incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-3 (File No. 333-71524) filed on October 12,
2001.                                                                                                                                                                                                                                                                                       
|10.001 |  | Ten-year Industrial Net Lease Agreement (Building No. 2) dated September 27, 1988 between the Registrant and Seaport Centre Venture Phase I, incorporated by reference to Exhibit 10.26 of the Registrant's Form S-1.                                                                                                                                                                                                                                                                                                                             
|10.002 |  | Ten-year Industrial Net Lease Agreement (Building No. 8) dated September 27, 1988 between the Registrant and Seaport Centre Venture Phase I, incorporated by reference to Exhibit 10.27 of the Registrant's Form S-1.                                                                                                                                                                                                                                                                                                                             
|10.003 |  | First Amendment to Ten-year Industrial Net Lease Agreement (Building No. 2) dated June 9, 1998 between the Registrant and Metropolitan Life Insurance Company, a New York corporation (predecessor in interest to Seaport Centre Venture Phase I),
incorporated by reference to Exhibit 10.30 of the Registrant's Form 10-K for the period ending December 31, 1998.                                                                                                                                                                              
|10.004 |  | Third Amendment to Ten-year Industrial Net Lease Agreement (Building No. 8) dated June 9, 1998 between the Registrant and Metropolitan Life Insurance Company, a New York corporation (predecessor in interest to Seaport Centre Venture Phase
I), incorporated by reference to Exhibit 10.29 of the Registrant's Form 10-K for the period ending December 31, 1998.                                                                                                                                                                              
|10.005 |  | Sublease dated March 30, 2001 between the Registrant and Maxygen, Inc., incorporated by reference to Exhibit 10.010 of the Registrant's Form 10-Q for the period ending March 31, 2001.                                                                                                                                                                                                                                                                                                                                                           
|10.006 |  | Fourth Amendment to Ten-year Industrial Net Lease Agreement (Building No. 8) dated October 18, 2002 between the Registrant and Metropolitan Life Insurance Company, a New York corporation (predecessor in interest to Seaport Centre Venture Phase
I).                                                                                                                                                                                                                                                                                           
|10.007 |  | through 10.099 reserved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

|10.101 |  | Structured Equity Line Flexible FinancingSM Agreement, dated June 30, 1999 between the Registrant and Cripple Creek Securities, LLC, incorporated by reference to Exhibit 1 of the Registrant's Form 8-K filed on July 2, 1999.                                                  
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.102 |  | Convertible Debenture and Warrant Purchase Agreement dated June 29, 1999 between the Registrant and the listed Investors on Schedule I thereto, incorporated by reference to Exhibit 10.41 of the Registrant's Form 10-Q for the quarter ended June 30,
1999.                    
|10.103 |  | Form of 8.5% Convertible Debenture Due June 29, 2004, incorporated by reference to Exhibit 10.42 of the Registrant's Form 10-Q for the quarter ended June 30, 1999.                                                                                                              
|10.104 |  | Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 10.43 of the Registrant's Form 10-Q for the quarter ended June 30, 1999.                                                                                                                             
|10.105 |  | Amendment No. 1 to Structured Equity Line Flexible Financing Agreement dated September 29, 1999 between the Registrant and Cripple Creek Securities, LLC, incorporated by reference to Exhibit 1.1 of the Registrant's Form 8-K filed
on October 7, 1999.                        
|10.106 |  | Form of Note Purchase Agreement dated as of February 3, 1998 between the Registrant and certain institutional Investors, incorporated by reference to Exhibit 10.38 of the Registrant's Form 8-K dated February 4, 1998.                                                         
|10.107 |  | Form of Common Stock Purchase Agreement dated February 2, 1998 between the Registrant and certain institutional Investors, incorporated by reference to Exhibit 10.29 of the Registrant's Form 8-K dated February 4, 1998.                                                       
|10.108 |  | Amendment No. 2 to Structured Equity Line Flexible Financing Agreement between the Registrant and Cripple Creek Securities, LLC, dated March 27, 2000, incorporated by reference to Exhibit 10.109 of the Registrant's Form 10-Q for the quarter ended
March 31, 2000.           
|10.109 |  | Amendment No. 3 to Structured Equity Line Flexible Financing Agreement between the Registrant and Cripple Creek Securities, LLC, dated May 9, 2000, incorporated by reference to Exhibit 10.110 of the Registrant's Form 10-Q for the quarter ended June
30, 2000.               
|10.110 |  | Amendment No. 4 to Structured Equity Line Flexible Financing Agreement between the Registrant and Cripple Creek Securities, LLC, dated October 27, 2000, incorporated by reference to Exhibit 10.111 of the Registrant's Form 10-K for the period ending
December 31, 2000.      
|10.111 |  | Letter Agreement re Termination of Equity Line of Credit dated March 23, 2001 between the Registrant and Cripple Creek Securities, LLC, incorporated by reference to Exhibit 10.112 of Registrant's Form 10-Q for the quarter ended March 31,
2001.                              
|10.112 |  | Structured Equity Line Flexible Financing Agreement dated March 23, 2001 between the Registrant and Cripple Creek Securities, LLC, incorporated by reference to Exhibit 1.1 of the Registrant's Registration Statement on Form S-3/A (File No. 333-49020)
filed on April 9, 2001.
|10.113 |  | Structured Equity Line Flexible Financing Agreement dated October 1, 2001 between the Registrant and Cripple Creek Securities, LLC, incorporated by reference to Exhibit 1.1 of the Registrant's Registration Statement on Form S-3 (File No. 333-71524)
filed October 12, 2001. 
|10.114 |  | First Amendment to Convertible Debenture and Warrant Purchase Agreement dated August 21, 2002, incorporated by reference to Exhibit 99.2 of the Registrant's Form 8-K filed August 23, 2002.                                                                                     
|10.115 |  | First Amendment to 8.5% Convertible Debentures Due June 29, 2004, incorporated by reference to Exhibit 99.3 of the Registrant's Form 8-K filed August 23, 2002.                                                                                                                  
|       |  |                                                                                                                                                                                                                                                                                  

---

|10.116  |  | First Amendment to 8.5% Convertible Debentures Due September 29, 2004, incorporated by reference to Exhibit 99.4 of the Registrant's Form 8-K filed August 23, 2002.                                                                                                                    
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.117  |  | Second Amendment to 8.5% Convertible Debentures Due June 29, 2004, incorporated by reference to Exhibit 99.1 of the Registrant's Form 8-K filed September 20, 2002.                                                                                                                     
|10.118  |  | Second Amendment to 8.5% Convertible Debentures Due September 29, 2004, incorporated by reference to Exhibit 99.2 of the Registrant's Form 8-K filed September 20, 2002.                                                                                                                
|10.119  |  | First Amendment to Structured Equity Line Flexible Financing Agreement dated March 23, 2001 between the Registrant and Cripple Creek Securities, LLC, dated September 17, 2002, incorporated by reference to Exhibit 99.3 of the Registrant's Form 8-K
filed September 20, 2002.        
|10.120  |  | First Amendment to Structured Equity Line Flexible Financing Agreement dated October 1, 2001 between the Registrant and Cripple Creek Securities, LLC dated September 17, 2002, incorporated by reference to Exhibit 99.4 of the Registrant's Form 8-K
filed September 20, 2002.        
|10.121  |  | Third Amendment to 8.5% Convertible Debenture Due June 29, 2004 dated December 7, 2002, incorporated by reference to Exhibit 4.9 of the Registrant's Registration Statement on Form S-3/A (333-100301) filed on December 10, 2002.                                                      
|10.122  |  | Third Amendment to 8.5% Convertible Debenture Due September 29, 2004 dated December 7, 2002, incorporated by reference to Exhibit 4.10 of the Registrant's Registration Statement on Form S-3/A (333-100301) filed on December 10, 2002.                                                
|10.123  |  | Security Agreement between Registrant and certain institutional Investors dated August 21, 2002, incorporated by reference to Exhibit 99.1 of the Registrant's Registration Statement on Form S-3/A (333-100301) filed on December 10, 2002.                                            
|10.124  |  | through 10.199 reserved.                                                                                                                                                                                                                                                                
|*10.201 |  | Product Supply and Distribution Agreement between the Registrant and Yamanouchi Pharmaceutical Co., Ltd. dated July 14, 1996, incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-Q for the quarter ended June 30, 1996. [Confidential
Treatment Requested]           
|*10.202 |  | Product Supply Agreement between the Registrant and Contract Manufacturing, Inc. dated July 15, 1997, incorporated by reference as Exhibit 10.202 of the Registrant's Form 10-K for the period ending December 31, 1999. [Confidential Treatment
Requested]                             
|*10.203 |  | Supply Agreement between the Registrant and Key Tronic Corporation dated December 1, 1999, incorporated by reference to Exhibit 10.205 of the Registrant's Form 10-K for the period ending December 31, 1999. [Confidential Treatment Requested]                                        
|*10.204 |  | Supply Agreement between the Registrant and Hydrogel Design Systems, Inc. dated December 31, 1999, incorporated by reference to Exhibit 10.206 of the Registrant's Form 10-K for the period ending December 31, 1999. [Confidential Treatment
Requested]                                
|*10.205 |  | Supply Agreement between the Registrant and Sanmina Medical Products Division, a division of Sanmina Corporation, dated March 1, 2000, incorporated by reference to Exhibit 10.207 of the Registrant's Form 10-Q for the quarter ended June 30, 2000.
[Confidential Treatment Requested]
|*10.206 |  | Supply Agreement between the Registrant and E.I. du Pont de Nemours & Co. dated June 23, 2000, incorporated by reference to Exhibit 10.208 of the Registrant's Form 10-Q for the quarter ended June 30, 2000. [Confidential Treatment
Requested]                                        
|        |  |                                                                                                                                                                                                                                                                                         

---

|*10.207 |  | Warehouse Distribution Contract between the Registrant and Livingston Healthcare Services, Inc. dated August 25, 2000, incorporated by reference to Exhibit 10.209 of the Registrant's Form 8-K filed on October 17, 2000. [Confidential Treatment
Requested]                                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*10.208 |  | U.S. Market Research Agreement between the Registrant and Lifescan, Inc. dated February 22, 2001, incorporated by reference to Exhibit 10.210 of the Registrant's Form 10-K for the period ending December 31, 2000. [Confidential Treatment
Requested]                                                                                                                                                          
|*10.209 |  | Termination Agreement between the Registrant and Yamanouchi Pharmaceutical Co., Ltd. dated February 26, 2001, incorporated by reference to Exhibit 10.211 of the Registrant's Form 10-K for the period ending December 31, 2000. [Confidential Treatment
Requested]                                                                                                                                              
|*10.210 |  | Co-Promotion Agreement between the Registrant and Sankyo Pharma Inc. dated November 28, 2001, incorporated by reference to Exhibit 2.10 of the Registrant's Form 10-K for the period ending December 31, 2001. [Confidential Treatment
Requested]                                                                                                                                                                
|*10.211 |  | Sales, Marketing and Distribution Agreement between the Registrant and Sankyo Pharma Inc. dated July 8, 2002, incorporated by reference to Exhibit 10.211 of the Registrant's Form 10-Q/A for the period ending September 30, 2002. [Confidential
Treatment Requested]                                                                                                                                           
|*10.212 |  | Mutual Termination of Warehouse Distribution Contract between the Registrant and UPS Supply Chain Management, Inc. (formerly Livingston Healthcare Services Inc.) dated September 10, 2002, incorporated by reference to Exhibit 10.212 of the
Registrant's Form 10-Q/A for the period ending September 30, 2002. [Confidential Treatment Requested]                                                             
|*10.213 |  | First Amendment to the Mutual Termination of Warehouse Distribution Contract between the Registrant and UPS Supply Chain Management, Inc. (formerly Livingston Healthcare Services Inc.) dated September 26, 2002, incorporated by reference to Exhibit
10.213 of the Registrant's Form 10-Q/A for the period ending September 30, 2002. [Confidential Treatment Requested]                                      
|*10.214 |  | First Amendment to the Sales, Marketing and Distribution Agreement between the Registrant and Sankyo Pharma Inc. dated January 23, 2003. [Confidential Treatment Requested]                                                                                                                                                                                                                                      
|*10.215 |  | Supply Agreement between the Registrant and Sankyo Pharma Inc. dated January 23, 2003. [Confidential Treatment Requested]                                                                                                                                                                                                                                                                                        
|10.216  |  | Memorandum of Understanding (TheraCom) to the Sales, Marketing and Distribution Agreement between the Registrant and Sankyo Pharma Inc. dated January 23, 2003.                                                                                                                                                                                                                                                  
|10.217  |  | through 10.299 reserved.                                                                                                                                                                                                                                                                                                                                                                                         
|*10.301 |  | Exclusive License Agreement between the Registrant and The Regents of the University of California dated January 31, 1995, incorporated by reference to Exhibit 10.301 of the Registrant's Form 10-K for the period ending December 31, 1999.
[Confidential Treatment Requested]                                                                                                                                 
|*10.302 |  | License Agreement Amendment between the Registrant and The Regents of the University of California dated April 23, 1998, incorporated by reference to Exhibit 10.302 of the Registrant's Form 10-K for the period ending December 31, 1999. [Confidential
Treatment Requested]                                                                                                                                   
|*10.303 |  | Second Amendment to the Exclusive License Agreement dated January 31, 1995 for Device for Iontophoretic Non-Invasive Sampling or Delivery of Substances between the Registrant and The Regents of the University of California dated September 19, 2002,
incorporated by reference to Exhibit 10.303 of the Registrant's Form 10-Q/A for the period ending September 30, 2002. [Confidential Treatment Requested]
|10.304  |  | through 10.399 reserved.                                                                                                                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                  

---

|*10.401 |  | Asset Purchase Agreement dated November 17, 1999 between the Registrant and Ortho-McNeil Pharmaceutical, Inc., incorporated by reference to Exhibit 10.49 of the Registrant's Form 8-K filed December 30, 1999. [Confidential Treatment Requested]
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.402  |  | through 10.499 reserved.                                                                                                                                                                                                                          
|10.501  |  | Registrant's 1999 Stock Incentive Plan (as Amended and Restated January 27, 2003).                                                                                                                                                                
|10.502  |  | Registrant's Amended 1991 Employee Stock Purchase Plan (as Amended and Restated March 1, 2000), incorporated by reference to Exhibit 10.502 of the Registrant's Form 10-K for the period ending December 31, 1999.                                
|10.503  |  | Written Compensation Agreement dated August 28, 1998 between the Registrant and André F. Marion, incorporated by reference to Exhibit 99.7 of the Registrant's Form S-8 Registration (File No. 333-67331) filed on November 16, 1998.             
|10.504  |  | Stock Option Agreement between the Registrant and André F. Marion, incorporated by reference to Exhibit 99.8 of the Registrant's Form S-8 (File No. 333-67331) filed November 16, 1998.                                                           
|10.505  |  | Form of Employment Agreement between the Registrant and each of the Company's Officers, incorporated by reference to Exhibit 10.511 of the Registrant's Form 10-K for the period ending December 31, 2000.                                        
|10.506  |  | Form of Employment Agreement between the Registrant and Key Employees, incorporated by reference to Exhibit 10.512 of the Registrant's Form 10-K for the period ending December 31, 2000.                                                         
|10.507  |  | Form of Indemnification Agreement for Directors and Officers, incorporated by reference to Exhibit 10.513 of the Registrant's Form 10-K for the period ending December 31, 2000.                                                                  
|21.1    |  | List of Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 of the Registrant's Form 10-K for the period ending December 31, 2001.                                                                                          
|23.1   |  | Consent of Ernst & Young LLP, Independent Auditors.                                                                                                                                                                                               
|24.1    |  | Power of Attorney (see page 52).                                                                                                                                                                                                                  
|99.1   |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                            
|99.2   |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                            

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