**Exhibit 10.124**
**AMENDMENT TO THE FINAL ARBITRATION AWARD**
     This Amendment to the Final Arbitration Award, having an effective date ofNovember 3, 2003, is by and between Cygnus, Inc. (hereinafter “Cygnus”), aDelaware corporation, having a principal place of business at 400 PenobscotDrive, Redwood City, California, 94063, USA, and Sanofi~Synthelabo (hereinafter“Sanofi-Synthelabo”), a corporation incorporated pursuant to the laws ofFrance, having its principal place of business at 174, avenue de France, 75635Paris Cedex 13, France.
**WITNESSETH**
**WHEREAS**:
A. A Final Award was issued by the International Chamber of Commerce (ICC) onDecember 11, 1997 relating to a dispute between Cygnus and Sanofi~Synthelabo;and
B. Under Section (3)(I)(C)(2)and (3)(II)(A) of the Final Award certain royaltypayments are due to be paid for the years 2003, 2004, and 2005; and
C. Cygnus is currently in litigation with Sankyo Pharma Inc. and Sankyo Co.,Ltd. relating to breach of its exclusive U.S. sales, marketing and distributionagreement; and
D. The parties now wish to amend the Final Award as to the timing of thesecertain royalty payments, as set forth below;
**NOW, THEREFORE**, for good and valid consideration, Cygnus and Sanofi~Synthelaboagree to the following terms and conditions set forth herein:
I. Section (3)(I)(C)(2) is hereby amended so that the royalty payments forthe years 2003, 2004, and 2005 shall be as follows:
   $4,000,000 for the year 2003 shall be due on or before February 28,2005;    $4,000,000 for the year 2004 shall be due on or before February 28,2006;    $4,000,000 for the year 2005 shall be due on or before February 28,2007.
II. Provided, however, in the event that Cygnus receives a lump sum cash payment from Sankyo Pharma Inc. and/or Sankyo Co.,Ltd. in the amount of greater than or equal to $25 million but less than or equal to $50 million, then the royaltypayments for the years 2003, 2004, and 2005 shall be as follows:
   $500,000 shall be due within ten (10) days from receipt of such payment;
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   $4,500,000 shall be due on or before February 28, 2005;    $4,000,000 shall be due on or before February 28, 2006;    $3,000,000 shall be due on or before February 28, 2007.
III. Further provided, however, in the event that Cygnus receives a lump sum cash payment from Sankyo Pharma Inc. and/or SankyoCo., Ltd. in the amount of greater than $50 million but less than or equal to $75 million, then the royalty payments forthe years 2003, 2004, and 2005 shall be as follows:
   $1,000,000 shall be due within ten (10) days from receipt of such payment;    $5,000,000 shall be due on or before February 28, 2005;    $4,000,000 shall be due on or before February 28, 2006;    $2,000,000 shall be due on or before February 28, 2007.
IV. Further provided, however, in the event that Cygnus receives a lump sum cash payment from Sankyo Pharma Inc. and/or SankyoCo., Ltd. in the amount of greater than $75 million but less than or equal to $125 million, then the royalty payments forthe years 2003, 2004, and 2005 shall be as follows:
   $4,000,000 shall be due within ten (10) days from receipt of suchpayment;    $8,000,000 shall be due on or before February 28, 2005.
V. Further provided, however, in the event that Cygnus receives a lump sumcash payment from Sankyo Pharma Inc. and/or Sankyo Co., Ltd. in the amountof greater than $125 million, then the royalty payments for the years2003, 2004, and 2005 shall be as follows
   $12,000,000 shall be due within ten (10) days from receipt of suchpayment.
VI. In the event, that Paragraph II, III, IV, or V above is applicable andCygnus receives a lump sum cash payment from Sankyo Pharma Inc. and/orSankyo Co., Ltd. after February 28, 2005, then within ten (10) days ofreceipt of such payment, Cygnus will pay Sanofi-Synthelabo a catch-uppayment under the applicable Paragraph II, III, IV, V, or VI. VII. Cygnus hereby grants Sanofi-Synthelabo a Subordinate Security Interest asset forth in the separate Security Agreement attached hereto.Furthermore, in the event that the
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  Sales, Marketing and Distribution Agreement between Cygnus and SankyoPharma Inc. is terminated or held to be null and void, then Cygnus willgrant Sanofi~Synthelabo a Subordinate Security Interest in Cygnus’ U.S.patents and patent applications. VIII. Cygnus and Sanofi~Synthelabo consent to confirmation of this Amendmentto the Final Award in a court of competent jurisdiction, pursuant toSection (3)(IV) of the Final Award. IX. All other terms and conditions of the Final Award shall remain in fullforce and effect and are unchanged by this Amendment. X. This Amendment to the Final Award may be executed in two or morecounterparts, each of which shall be deemed and original, but all of whichtogether shall constitute one and the same instrument.
     **IN WITNESS WHEREOF**, the undersigned have caused this Amendment to theFinal Award to be executed by their duly authorized representatives as of thedate first written above.     **CYGNUS, INC**.: