Exhibit 10.210

"CONFIDENTIAL
TREATMENT REQUESTED BY CYGNUS, INC."

CO-PROMOTION AGREEMENT

THIS CO-PROMOTION AGREEMENT (the "Agreement") is made and entered into as of November 28, 2001, by and between CYGNUS, INC., a Delaware
corporation with its principal place of business at 400 Penobscot Drive, Redwood City, California 94063 ("Cygnus") and SANKYO PHARMA, INC., a Delaware corporation with its place of business at
Two Hilton Court, Parsippany, New Jersey 07054 ("Sankyo"). Cygnus and Sankyo are referred to herein individually as a "party" and collectively as the "parties."

RECITALS

WHEREAS:

A.    Cygnus
has received approval from the FDA to commercially market its GlucoWatch® Biographer System in the United States and also has other frequent and
automatic reverse iontophoresis glucose monitoring products under development;

B.    Sankyo
has a substantial sales force in the United States having a special expertise in the field of diabetes; and

C.    Cygnus
desires to utilize Sankyo's sales force for co-promotion of its GlucoWatch® Biographer System and Sankyo desires to participate in selling
Cygnus' glucose monitoring products in the United States;

NOW, THEREFORE, for good and valid consideration, the parties agree to the following terms and conditions set forth herein:

1.    DEFINITIONS

Unless
specifically provided otherwise, capitalized terms used in this Agreement, whether used in the singular or plural, shall have the meanings specified below.

1.1"Affiliate"of a person, firm or entity means any entity controlled by, under common control with, or
controlling such person, firm or entity. For purposes of this Section 1.1, "control" shall mean direct or indirect beneficial ownership of fifty percent (50%) or more of the voting stock or
other voting interest, of a corporation, partnership or other business organization, or the possession of the power to direct the management and policies of a person, firm or entity, whether through
ownership of voting securities, by contract, or otherwise.

1.2"Calendar Quarter"shall mean the respective periods of three (3) consecutive calendar months ending
in March 31, June 30, September 30 and December 31.

1.3"Co-Promotion Year"shall mean, with respect to the first Co-Promotion Year, the
twelve (12) month period commencing on the initial Product Launch Date and, with respect to subsequent Co-Promotion Years, each successive twelve (12) month period
thereafter.

1.4"Competitive Product"means any glucose monitoring product of a party other than Cygnus.

1.5"Cygnus Copyrights"has the meaning set forth in Section 9.3.

1.6"Cygnus Intellectual Property Rights"has the meaning set forth in Section 8.2(b).

1.7"Cygnus Know-How"shall mean all information and data, technical information, trade secrets,
specifications, instructions, processes, formulae, materials, expertise and information (whether or not patentable) relating to the Product, processes for its manufacture, its manufacture,
development, use or marketing or methods of using the Product known to Cygnus, an Affiliate, designee, licensee or

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sublicensee thereof as of the Effective Date or developed or acquired by Cygnus, an Affiliate, designee, licensee or sublicensee thereof at any time during the Term.

1.8"Cygnus Patent Rights"shall mean all U.S. patent rights owned or controlled by or licensed to Cygnus or an
Affiliate thereof, as of the Effective Date or at any time during the Term, relating to the Product, including, but not limited to, its development, processes for its manufacture, use of the Product
or methods of using the Product as well as any improvements thereof. Cygnus Patent Rights shall include all patents and patent applications, all divisionals, continuations, substitutions,
continuations-in-part, re-examinations, reissues, extensions, registrations and the like of the foregoing. Cygnus Patent Rights shall also include Cygnus', or any
Affiliate's, share of any U.S. patent rights relating to the Product jointly owned by Cygnus or such Affiliate of Cygnus. Attached hereto as Exhibit A is a list of U.S. patents owned by Cygnus
or licensed by Cygnus relating to the Product as of the Effective Date. Cygnus will update Exhibit A on an annual basis during the Term of the Agreement.

1.9"Cygnus Trademarks"has the meaning set forth in Section 9.1.

1.10"Effective Date"is the date first set forth above in this Agreement.

1.11"FDA"means the U.S. Food and Drug Administration, and any successor United States governmental agency or
division thereof responsible for approving a Product in the Territory.

1.12"Net Sales"[CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.]



1.13"Product Launch Date"shall mean the first day of the first Calendar Quarter immediately following the
initial Product Launch Meeting.

1.14"Product Launch Meeting"shall mean the first national meeting of Cygnus sales and marketing personnel and
Sankyo sales and marketing personnel wherein the training and strategy for the marketing and sale of the Product occurs.

1.15"Product"means any of Cygnus' reverse iontophoresis (i.e., using electric current for sampling a substance
from a human) glucose monitoring products, including, but not limited to, [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.]

1.16"Promotional Amount"[CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.]

1.17"Proprietary Information"of a party means



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1.18"Regulatory Approval"of a Product means FDA approval to sell such Product in the Territory.

1.19"Sales and Marketing Plan"shall mean, for any period, a written plan that has been reviewed by the Sales
and Marketing Committee as defined in Section 7.2 and sets forth for such period the plan and budget for the detail levels, advertising, marketing and sale of the Product, including a Product
sales forecast for the upcoming year. The parties will collaborate on developing Sales and Marketing Plans. For the initial Sales and Marketing Plan, Cygnus will be responsible for preparing the
marketing portion and Sankyo will be responsible for preparing the sales portion. The parties will complete the first such Sales and Marketing Plan within [CONFIDENTIAL TREATMENT REQUESTED
BY CYGNUS, INC.] calendar days of the Effective Date.

1.20"Term"has the meaning set forth in Section 11.1(a).

1.21"Territory"means the United States and its territories and commonwealth possessions only and does not
include any other countries.

2.    RIGHT OF CO-PROMOTION

2.1Appointment.Cygnus hereby grants to Sankyo a non-exclusive right of co-promotion
during the Term to sell and market the Product in the Territory upon the terms and conditions set forth herein and a non-exclusive license under Cygnus Intellectual Property Rights to use,
offer for sale and sell only as set forth under the terms and conditions of this Agreement the Product in the Territory during

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the Term. Notwithstanding this right granted to Sankyo, Cygnus, its Affiliates, designees, licensees and/or its sublicensees may engage in activities to promote and generate sales of the Product,
provided, however, that any orders for the Product generated by the activities of Cygnus, its Affiliates, designees, licensees, and/or its sublicensees [CONFIDENTIAL TREATMENT REQUESTED BY
CYGNUS, INC.]. In the event that Cygnus enters into an agreement or other business arrangement with a third-party to co-promote, market, distribute, sell or offer for
sale the Product in the Territory, Cygnus shall provide Sankyo under confidentiality with the identity of the third party and the terms and conditions of the agreement or other business arrangement.
Sankyo shall have no rights to the Product outside of the Territory.

2.2Consideration.In consideration of Cygnus' grant to Sankyo of a right of co-promotion under this
Agreement, Sankyo shall pay to Cygnus the nonrefundable sum of Ten Million ($10,000,000.00) Dollars. Said payment shall be made as follows: (i) a nonrefundable payment of $5,000,000.00
[CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] and (ii) a nonrefundable payment of $5,000,000.00 [CONFIDENTIAL TREATMENT REQUESTED BY
CYGNUS, INC.].

3.    PAYMENT

3.1Net Sales Percentage.In consideration for Sankyo's sales activities under Section 4.1, Cygnus shall
pay to Sankyo (i) [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.],
(ii) [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.](iii) [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.]
("Co-Promotion Fee"). This amount shall be Sankyo's sole payment under this Agreement, and Cygnus shall not be responsible for any of Sankyo's costs and expenses, whether external or
internal and whether direct or indirect, incurred in Sankyo's performance of its obligations under this Agreement.

3.2Reports and Payments.Cygnus shall make the payments specified in Section 3.1 to Sankyo on a
[CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] basis within [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] after the end of each
Calendar Quarter during the Term with respect to amounts that become due and payable during the preceding quarter. Additionally, within [CONFIDENTIAL TREATMENT REQUESTED BY
CYGNUS, INC.] of the end of each Calendar Quarter, a written statement of Net Sales of the Product in the Territory during such calendar quarter shall be provided by Cygnus to
Sankyo. Such written statement shall include [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] of the Product, by Cygnus, its Affiliates, designees, licensees,
sublicensees or other third party and all itemized deductions and calculated Net Sales as described in Section 1.12. Such written statement shall also be signed by a duly authorized
representative of Cygnus on behalf of Cygnus and shall show such Net Sales during such Calendar Quarter, and the amount due and payable to Sankyo pursuant to this Section 3.2. Net Sales shall
be calculated as set forth in Section 1.12 and shall be consistent with accounting methods used by Cygnus in preparing and maintaining its books and records.

3.3Manner of Payment.All payments to Sankyo under Section 3.1 shall be made by wire transfer in U.S.
dollars. Late payments shall bear interest at the lower of (a) the prime rate as quoted from time to time by Bank of America plus 1%, or (b) the maximum rate permitted by law.

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4.    RESPONSIBILITIES AND OBLIGATIONS OF SANKYO

4.1Sales Obligations.During the Term, and with respect to each Product for which Regulatory Approval has been
obtained, Sankyo will:



The
parties will collaborate closely on all sales and marketing efforts and Sankyo shall keep Cygnus informed of all the above-identified activities through the Sales and Marketing Committee set forth
in Section 7.2.

4.2Reports.At least quarterly and whenever reasonably requested by Cygnus, Sankyo will provide Cygnus with all
current sales information relating to the Product, including, without limitation, a confidential written summary describing the number and type of details performed as well as any research and
competitive analysis. In addition, upon reasonable request by Cygnus, Sankyo will provide Cygnus with current confidential information regarding potential medical professionals contacted by Sankyo.
All reports provided by Sankyo to Cygnus shall be treated as Proprietary Information unless otherwise agreed to in writing by Sankyo.

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4.3Adverse Event Reporting ("AER").Sankyo shall report all suspected AERs to Cygnus' Regulatory Department or
its designee, via telephone at 1-866-GLWATCH or to such other number as Cygnus may designate, as soon as possible but in no event later than two (2) business days of
receipt of such information by any employee of Sankyo. For the purposes of this Section 4.3, AER shall mean any adverse medical event in or complaint by a patient who uses the Product (as
defined by Parts 803 and 820 of the U.S. Code of Federal Regulations Chapter 21 and any other applicable definitions in regulations promulgated by the FDA) which require reporting by Cygnus to the
FDA. If requested, Sankyo will make reasonable efforts to assist Cygnus, or its designee, in obtaining AER follow-up information from reporters initially identified by Sankyo. Cygnus shall
retain responsibility for all FDA reporting requirements, and Sankyo shall have no responsibility to report any AER to the FDA.

5.    RESPONSIBILITIES AND OBLIGATIONS OF CYGNUS

5.1During the Term and with respect to each Product, Cygnus will:



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The
parties will collaborate closely on all sales and marketing efforts and Cygnus shall keep Sankyo informed of all of the above-identified activities through the Sales and Marketing Committee set
forth in Section 7.2.

5.2Regulatory Notification to Sankyo.During the Term Cygnus will notify Sankyo promptly (and in any event
within two (2) business days) of its receipt of information from the FDA:



5.3Recalls or Other Corrective Action.Cygnus shall have sole responsibility and shall make all decisions in
its sole discretion with respect to any recall, market withdrawals or any other corrective action related to the Product, including the right to cease all sales of Product in the Territory or the
promotion and detailing of the Product in the Territory. Cygnus shall promptly notify Sankyo of all recalls and all other decisions or notifications (including, without limitation, notifications to or
from the FDA) relating to market withdrawals of the Product or other such corrective action relating to the

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Product. At Cygnus' request, Sankyo shall use its commercially reasonable efforts to assist Cygnus in conducting such recall, market withdrawal or other corrective action, and any documented
out-of-pocket costs incurred by Sankyo with respect to participating in such recall, market withdrawal or other corrective action shall be reimbursed by Cygnus. In the event
that a Product recall or market withdrawal results in the situation where there are no Net Sales of any Product, then the Term will be extended for [CONFIDENTIAL TREATMENT REQUESTED BY
CYGNUS, INC.] such recall or market withdrawal is in effect, however, the Promotional Amount set forth in Section 5.1(g) shall be suspended during the time period where there are no
Net Sales of any Product. In the event that there are no Net Sales of any Product for [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.], then Sankyo may terminate this
Agreement pursuant to Section 11.3.

5.4Supply.Cygnus shall use its commercially reasonable efforts to supply Product (both for trade purposes and
samples) during the Term in sufficient quantities to meet forecasted amounts of demand set forth in the Sales and Marketing Plan. Cygnus will, from time to time, at Sankyo's written request, promptly
inform Sankyo of all material problems relating to Cygnus' inventory levels and ability to continue supply of the Product to meet forecasted amounts of demand set forth in the Sales and Marketing
Plan. Prior to the Effective Date, Cygnus shall send Sankyo a letter setting forth its present manufacturing capacity to manufacture Product and its projected capacity to manufacture Product as of
[CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.].

5.5Failure of Supply.In the event that for any reason (other than by a Force Majeure Act, as defined in
Section 14.10), (i) Cygnus is unable to supply on a timely basis at least [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] of the volume of
all-ordered Product during a Calendar Quarter and (ii) such orders are not greater than the forecasted Product requirements included in the then current Sales and Marketing Plan,
then the Term will be extended for [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] Cygnus is unable to supply on a timely basis at least [CONFIDENTIAL
TREATMENT REQUESTED BY CYGNUS, INC.] of the volume of all-ordered Product. In the event that the failure to supply continues for [CONFIDENTIAL TREATMENT
REQUESTED BY CYGNUS, INC.], then Sankyo may terminate this Agreement pursuant to Section 11.4. From time to time, Cygnus will provide information relating to orders,
inventory levels and backlog as reasonably requested by Sankyo.

6.    OBLIGATIONS OF BOTH PARTIES

6.1Records and Audit Rights.Each party shall keep and maintain complete and accurate books and records
reflecting all information necessary or useful in verifying the accuracy of all reports delivered and payments made under this Agreement and such books and records are proprietary to that party. Each
party (the "Auditing Party") shall have the right to audit, or cause its independent auditor to audit, the books and records of the other party (the "Audited Party") as they relate to such reports and
payments, provided that any accountant agrees in writing to keep all information confidential, except as needed to disclose any discovered discrepancies and provided further that such audit:



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Cygnus
shall require any of its Affiliates, designees, licensees or sublicensees that are authorized to co-promote, market, distribute, sell or offer for sale the Product in the Territory
to provide confidential sales reports to Cygnus, and to keep and maintain records of such sales subject to audit by Sankyo.

6.2Insurance.During the Term, Cygnus and Sankyo each will purchase and maintain in full force and effect, with
a responsible insurance carrier, the insurance coverage and amounts typical in the medical devices industry for the type of activities performed by each of the parties for similarly positioned and
sized companies. Specifically, Cygnus will be solely responsible for insuring against product liability claims arising from, or relating to, the Product. Cygnus shall maintain product liability
insurance throughout the Term in an amount of at least [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] on a "per occurrence" basis with an insurance company rated at
least A-3 by Best's rating guide. Sankyo shall be added as an additional insured on Cygnus' product liability insurance policy. Sankyo shall maintain all insurance necessary for a
co-promoter throughout the Term in an amount of at least [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] on a "per occurrence" basis with an insurance
company rated at least A-3 by Best's rating guide. Cygnus shall be
added as an additional insured of Sankyo's insurance policy. Each party shall provide the other with a certificate of insurance and shall keep such policy current. Each such insurance policy shall
provide for at least thirty (30) calendar days prior written notice to Cygnus and Sankyo of the cancellation or any substantial modification of the terms of coverage.

6.3Governmental Approvals; Compliance with Law.Cygnus and Sankyo each shall make all filings with government
authorities as shall be required by applicable laws in connection with this Agreement and the activities contemplated hereunder. In fulfilling its obligations under this Agreement, Cygnus and Sankyo
each agrees to comply in all material respects with all applicable laws.

6.4Cooperation.The parties will cooperate with each other in the sales and marketing of the Product. Sankyo
may, upon reasonable advance notice, at Sankyo's cost, visit facilities where the Product is being manufactured, stored, tested or shipped during normal business hours. Cygnus may, upon reasonable
advance notice, have its personnel accompany the Sankyo sales force in the field to observe Sankyo's sale of the Product and Cygnus may, from time to time, contact health care professionals to obtain
feedback on the Product.

7.    MANAGEMENT OF RELATIONSHIP

7.1Co-Promotion Coordinators.Within twenty (20) calendar days from the Effective Date, each
party will designate a "Co-Promotion Coordinator." The Co-Promotion Coordinators will be responsible for routine communications between the parties. Either party may change its
Co-Promotion Coordinator at any time and from time to time by giving the other party written notice. The Co-Promotion Coordinators will discuss the progress of the sales
efforts of the Product and, if

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applicable, exchange information regarding the Product. The Co-Promotion Coordinators shall have no authority to amend, alter or extend this Agreement in any manner. If the
Co-Promotion Coordinators disagree on any issue, and cannot resolve the dispute within fourteen (14) calendar days, either Co-Promotion Coordinator may submit the
problem to the Sales and Marketing Committee.

7.2Sales and Marketing Committee.Within twenty (20) calendar days from the Effective Date, the parties
will form a Sales and Marketing Committee consisting of three (3) people from each party (the "Sales and Marketing Committee"). A representative from Cygnus shall serve as the
chairperson of the Sales and Marketing Committee. The Sales and Marketing Committee shall meet at least quarterly, and shall document their meetings in written minutes, to:



Each
party may change its members of the Sales and Marketing Committee at any time upon written notice, and each party will cause its members of the Sales and Marketing Committee to act reasonably, in
good faith and consistent with the terms and conditions of this Agreement. The Sales and Marketing Committee may take action only by the unanimous written consent of all members, as indicated by all
members signing the written minutes. If an issue remains unresolved after good faith consideration by the Sales and Marketing Committee for thirty (30) calendar days, any Sales and Marketing
Committee member may submit it to the Executive Officers of the parties for resolution. The initial and first subsequent (i.e., for the next Co-Promotion Year) Sales and Marketing Plan
shall be mutually agreed upon by Sankyo and Cygnus.

7.3Executive Officers.Each party shall designate an "Executive Officer" of its company who will be available
in the event of any dispute that has not been resolved by the Sales and Marketing Committee in accordance with Section 7.1. The Executive Officer must be at least at the level of an officer of
the company. The initial Executive Officers shall be designated within twenty (20) calendar days of the Effective Date. The Executive Officers shall attempt in good faith to resolve any issue
presented to them by the Sales and Marketing Committee. In the event that an issue relates to Cygnus' responsibilities and obligations under Section 5.1, the Executive Officer from Cygnus shall
make the

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final determination. In the event that an issue relates to the Sankyo's responsibilities and obligations under Section 4.1, the Executive Officer from Sankyo shall make the final
determination. Any other issue will be deemed not to be resolved if the Executive Officers are unable to resolve it within thirty (30) calendar days after attempting in good faith to do so.

8.    REPRESENTATIONS, WARRANTIES AND COVENANTS

8.1Mutual Representations.Each party represents, warrants and covenants to the other as follows:



8.2Cygnus' Representations.Cygnus hereby represents, warrants and covenants to Sankyo as follows:



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8.3Sankyo' Representations.Sankyo hereby represents, warrants and covenants to Cygnus as follows:



9.    INTELLECTUAL PROPERTY

9.1Trademarks.Cygnus has applied for and/or registered the trademark "GLUCOWATCH" and "CYGNUS" that Cygnus may
use on the Product, and in the future will register or otherwise protect additional trademarks, service marks, logos and other designations relating to the Product (collectively, "Cygnus Trademarks").
Cygnus shall be the sole owner of all Cygnus Trademarks, and Sankyo has not and will not apply for and/or register any trademarks relating to the Product. Each party hereby grants to the other a
nonexclusive right and license to use any trademark of the party to permit the other

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party to meet its obligations under this Agreement during the Term in the Territory. In the event Cygnus decides to stop marking the Product as "GLUCOWATCH," Cygnus will first consult with Sankyo
prior to making its decision.

9.2Rights in Trademarks, Trade Names, Logos or Designations.Sankyo acknowledges that it has paid no
consideration for the use of Cygnus Trademarks, and nothing contained in this Agreement shall give Sankyo any right, title or interest in or to any of Cygnus Trademarks. Sankyo acknowledges that
Cygnus
retains all proprietary rights in all of Cygnus Trademarks, and Sankyo agrees that it will not at any time during or after the Term assert or claim any interest or do anything that might adversely
affect the validity or enforceability of any Cygnus Trademarks.

9.3Copyrights.Cygnus owns its copyrights in software, promotional materials, and other copyrightable materials
published in connection with the development, sales and marketing of the Product ("Cygnus Copyrights"), and Sankyo has not and will not own any copyrights in any materials relating to the Product.
Each party hereby grants to the other a nonexclusive right and license to use any copyright of the party to permit the other party to meet its obligations under this Agreement during the Term in the
Territory.

9.4Ownership.As between the parties and subject to the exclusion set forth in this Section 9.4, each
party will be the sole owner of the intellectual property rights in any invention made during the Term of which only its employees and its third party contractors are inventors, and each party will
jointly own the intellectual property rights in all inventions made during the Term of which both parties, employees or contractors are joint inventors. In the case of solely owned intellectual
property rights, each party will bear the cost and responsibility of such rights. In the case of jointly owned intellectual property rights, the parties will share the cost and responsibility in
filing, prosecuting and maintaining such jointly owned rights, which may be exploited and non-exclusively licensed to third parties by either party without accounting to or further
approval of the other party. Inventorship on patent applications will be determined by U.S. patent law. If Sankyo, during the Term through its employees or its third party contractors, is an owner of,
or a licensee with a right to sublicense, any intellectual property rights relating to reverse iontophoresis glucose monitoring, Sankyo hereby grants Cygnus a royalty-free,
non-exclusive, perpetual license in such intellectual property to Cygnus, however Sankyo shall bear the cost and responsibility of filing, prosecuting and maintaining such intellectual
property rights.

9.5Claim of Infringement.If Sankyo or Cygnus ("Receiving Party") receives a claim that any of the Product
infringe upon a patent or copyright, or that any Cygnus Trademarks employed with a Product infringe upon a registered trademark, service mark, logo or protectable trade-dress of a third party in the
U.S., the Receiving Party will notify the other party promptly in writing to ensure that Cygnus has all necessary information and assistance and the authority to evaluate and defend such claim.
Cygnus, at its sole and absolute discretion, shall determine what course of action it wishes to take in defending such a claim including but not limited to litigation, license and the like. Cygnus
warrants and represents that it shall use its commercially reasonable efforts to secure a right to continue using the Product free of liability for infringement of any third party patent, copyright,
trademark or any other intellectual property right. Royalties and other payments associated with such right shall be borne by Cygnus. Cygnus shall indemnify, defend and hold harmless Sankyo, and its
officers, directors, employees and agents with respect to such claims in accordance with the terms and conditions of Article 12.

9.6Infringement by Third Parties.Each party shall notify the other party in writing promptly upon its becoming
aware of any infringement by a third party of Cygnus Intellectual Property Rights

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utilized in manufacturing, using, developing, supplying, importing, exporting, marketing, distributing, co-promoting, offering for sale or selling the Product. Cygnus shall have the
right, but not the
obligation, to file and maintain lawsuits in its own name for infringement by third parties of any Cygnus Intellectual Property Rights related to any Product. Sankyo shall cooperate as reasonably
requested by Cygnus, at Cygnus' expense, in any investigation or action taken by Cygnus in respect of such infringement. All sums obtained as a result of such suit or proceeding, whether by judgment,
award, decree or settlement, shall be the property of Cygnus except, however, Cygnus shall pay to Sankyo [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.] of all sums
obtained after such sums are first applied to reimburse Cygnus for its out-of-pocket costs incurred in connection therewith. In the event that Cygnus chooses not to pursue
legal action against such infringing third party and the infringing product or products subsequently obtains at least [CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.]
of the market share for the Product, wherein the market is defined as the Cygnus Product and the infringing reverse iontophoresis glucose monitoring product or products, then Cygnus shall treat the
volume of the infringing reverse iontophoresis glucose monitoring product or products as Net Sales during the period of infringement. In the case there is a dispute between the parties as to whether a
third party infringes Cygnus Intellectual Property Rights, the parties shall request the opinion of a mutually agreed upon third party patent expert and shall equally bear the cost of such expert.

9.7No Other Licenses.Cygnus agrees it will not assert against Sankyo any claim of infringement under Cygnus
Patent Rights based on Sankyo's activities under this Agreement during the Term. No other rights or licenses, whether express or implied, in Cygnus' intellectual property are granted by Cygnus to
Sankyo.

10.  CONFIDENTIALITY

10.1Confidentiality.Each party agrees that any Proprietary Information it obtains from the other party is the
confidential property of the disclosing party, and may not be used by the receiving party other than in connection with the activities contemplated under this Agreement. Except as expressly permitted
in this Agreement, the receiving party will hold in confidence and not use or disclose any Proprietary Information of the disclosing party and shall obtain the prior written permission of the other
party before releasing such Proprietary Information to a third party. If such permission is granted, the releasing party shall ensure that the third party is bound to the same obligations of
confidentiality. The restrictions on use and disclosure of Proprietary Information imposed upon a receiving party under this Section 10.1 shall continue in full force and effect during the Term
and for a period of five (5) years thereafter.

11.  TERM AND TERMINATION

11.1Term, Early Termination.



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11.2Termination Due to Insufficient Sales.



11.3Termination Due to Recall or Market Withdrawal.



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11.4Termination Due To Failure To Supply.



11.5Termination as a Result of a Change of Control in Cygnus.



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11.6Termination Due to Other Circumstances.



11.7Effect of Termination on Trademark Usage.Upon termination of this Agreement, Sankyo will within ninety
(90) calendar days cease all use of the trademarks, service marks, trade names, logos and designations of Cygnus and will not thereafter use, advertise or display any name, mark or logo that
is, or any part of which is, similar to or confusing with any such designation associated with any Product.

11.8Survival.The following provisions shall survive the termination of this Agreement: Article 3,
Section 6.1, Article 8, Article 9, Article 10, Article 11 and Article 12, as well as any applicable definitions and general provisions. Remedies for breaches
will also survive termination of this Agreement. Each party will promptly return all tangible Proprietary Information of the other (and all copies thereof) that
it is not entitled to use under the surviving terms and conditions of this Agreement, except for one copy, which may be retained solely for legal, archival purposes.

12.  INDEMNIFICATION

12.1Indemnification by Cygnus.Cygnus agrees to indemnify, hold harmless and defend Sankyo, its Affiliates and
their respective officers, directors, employees, agents and representatives from and against any and all liabilities, losses, suits, claims, damages and expenses (including, without limitation,
attorneys' fees, expert fees and other disbursements) (collectively, "Liabilities") asserted against or incurred by Sankyo arising out of or relating to (a) the manufacture, use, distribution,
promotion, sale, repair or replacement of Product (including, without limitation, Liabilities relating to product liability, product deficiencies and/or personal injury); (b) the breach by
Cygnus of any of its representations,

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warranties or other obligations under this Agreement; or (c) a claim by a third party that the co-promotion, marketing, use, offer for sale or sale of the Product or use of
promotional material related thereto infringes any patent, trademark, copyright or other intellectual property rights of such third party; except to the extent any such Liabilities set forth above
result from the breach by Sankyo of its representations, warranties or obligations hereunder or its negligence or willful misconduct, or its sale of Product or use of such Promotional Materials in a
manner which is inconsistent with the terms of this Agreement. THE INDEMNIFICATION PROVIDED HEREBY SHALL NOT BE DEEMED TO INCLUDE INDEMNIFICATION FOR LOST PROFITS OR INDIRECT OR CONSEQUENTIAL DAMAGES
OF SANKYO. Any indemnification hereunder shall be net of any insurance proceeds recovered by Sankyo.

12.2Indemnification by Sankyo.Sankyo agrees to indemnify, hold harmless and defend Cygnus, its Affiliates and
their respective officers, directors, employees, agents and representatives from and against any Liabilities asserted against or incurred by Cygnus, arising out of or relating to (a) the breach
by Sankyo of any of its representations, warranties or other obligations under this Agreement; or (b) any negligence or willful misconduct of Sankyo, except to the extent such Liabilities
result from the breach by Cygnus of its representations, warranties or obligations hereunder or any other actions that would be indemnified against by Cygnus under Section 9.5 or its negligence
or willful misconduct. THE INDEMNIFICATION PROVIDED HEREBY SHALL NOT BE DEEMED TO INCLUDE INDEMNIFICATION FOR LOST PROFITS OR INDIRECT OR CONSEQUENTIAL DAMAGES OF CYGNUS. Any indemnification hereunder
shall be net of any insurance proceeds recovered by Cygnus.

12.3Cooperation in Connection with Indemnification.Any party entitled to indemnification pursuant to
Section 12.1 or Section 12.2 shall notify the indemnifying party promptly of any claim that might give rise to a claim of indemnification, shall allow the indemnifying party to handle
the defense of the claim (provided the indemnifying party acknowledges its obligation to indemnify hereunder), shall cooperate in the defense of such claim and shall not settle such claim without the
indemnifying party's written
consent (which shall not be unreasonably withheld, delayed or conditioned). An indemnified party shall have the right to participate in the defense of any matter as to which indemnification is being
provided with its own counsel and at its own expense. Where any indemnity is claimed under this Agreement, the party claiming such indemnity shall take all reasonable action at the request of the
indemnifying party (the reasonable cost of which shall be borne by the indemnifying party) to mitigate such Liabilities.

13.  SALE OR LICENSE OF PRODUCT RIGHTS

14.  GENERAL

14.1Amendment and Waiver.Except as otherwise expressly provided herein, any provision of this Agreement may be
amended and the observance of any provision of this Agreement may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the written consent of
the parties. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

14.2Governing Law and Legal Actions.This Agreement shall be governed by and construed in accordance with the
laws of the State of California, as if executed and fully performed within California; any disputes under this Agreement shall be subject to the exclusive jurisdiction and venue of

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the federal courts located in California, and the parties hereby consent to the personal and exclusive jurisdiction and venue of these courts.

14.3Headings.Headings and captions are for convenience only and are not to be used in the interpretation of
this Agreement.

14.4Notices.Notices under this Agreement shall be sufficient only if personally delivered, delivered by a
major commercial rapid delivery service or mailed by certified or registered mail, return receipt requested to a party at its addresses first set forth herein or as amended by notice pursuant to this
Section 14.4, to the attention of the President and Chief Executive Officer, with a copy to the General Counsel, in the case of Cygnus, and to the attention of the President with a copy to
Legal Counsel in the case of Sankyo. Any notice shall be deemed received upon one (1) business day after delivery to a major commercial rapid delivery service or, if delivered by U.S. mail
service other than Express Mail, upon receipt or, if not received sooner, upon five (5) business days after deposit.

14.5Entire Agreement.This Agreement supersedes all proposals, oral or written, all negotiations,
conversations, or discussions between or among parties relating to the subject matter of this Agreement and all past dealing or industry custom. The Confidential Disclosure Agreement,
[CONFIDENTIAL TREATMENT REQUESTED BY CYGNUS, INC.], is completely replaced and superseded by the applicable provisions of this Agreement, provided however that all
information provided under that Agreement shall be treated as if disclosed under this Agreement.

14.6Severability.If any provision of this Agreement is held to be illegal or unenforceable, that provision
shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

14.7Relationship of Parties.The parties hereto expressly understand and agree that the other is an independent
contractor in the performance of each and every part of this Agreement, and is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith.
The parties expressly agree and acknowledge that no partnership or joint venture exists between them.

14.8Assignment.This Agreement and the rights hereunder are not transferable or assignable without the prior
written consent of the parties hereto except to a person or entity who acquires all or substantially all of the assets or business of a party, whether by sale, merger or otherwise.

14.9Publicity and Press Releases.Except to the extent necessary under applicable laws, the parties agree that
no press releases or other publicity relating to the substance of the matters contained herein will be made without joint approval. Notwithstanding the previous sentence, the parties agree that a
press release announcing this Agreement will be jointly developed by the parties and released promptly after the Effective Date, and the parties recognize that Cygnus will need to file a copy
of this Agreement, redacted to the extent permissible, with the U.S. Securities and Exchange Commission. Both parties will consult with each other prior to issuing any future press release relating to
this Agreement.

14.10Force Majeure.No liability or loss of rights hereunder shall result to either party from delay or failure
in performance (other than payment of money) caused by governmental actions or restrictions (provided that any such governmental action or restriction was not the result of actions of a party to this
Agreement), war, terrorist activities, civil commotion, riots, strikes, power outages, lock outs and acts of God such as fire, flood, earthquakes, lightning, drought or other similar or dissimilar
causes that are beyond the control of the parties (each, a "Force Majeure Act").

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14.11Remedies.Except as otherwise expressly stated in this Agreement including but not limited to Sections
11.2, 11.3, 11.4 and 11.5, the rights and remedies of a party set forth herein with respect to failure of the other to comply with the terms and conditions of this Agreement (including, without
limitation, rights of full termination of this Agreement) are not exclusive, the exercise thereof shall not constitute an election of remedies, and the aggrieved party shall in all events be entitled
to seek whatever additional remedies may be available in law or in equity.

14.12Nonemployment.During the Term and for a period [CONFIDENTIAL TREATMENT REQUESTED BY
CYGNUS, INC.] thereafter, neither party will employ any current employee of the other party unless agreed to in writing by the parties.

14.13Counterparts.This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.

14.14Interpretation.The parties agree that the rule of construction to the effect that any ambiguities are
resolved against the drafting party shall not be employed in the interpretation of this Agreement and that the terms and conditions of this Agreement shall be construed fairly with respect to the
parties hereto and shall not be construed in favor or against any one party, regardless of which party was generally responsible for the preparation of this Agreement.

IN WITNESS WHEREOF,the undersigned have caused this Agreement to be executed by their duly authorized officers as of the date first written above.

|CYGNUS, INC. |  |                  
|------------ |  | -----------------
|By:          |  | /s/JOHN C HODGMAN
|Name:        |  | John C Hodgman   
|Title:       |  | Pres & CEO       

|SANKYO PHARMA, INC. |  |                  
|------------------- |  | -----------------
|By:                 |  | /s/JOSEPH PIERONI
|Name:               |  | Joseph Pieroni   
|Title:              |  | President        

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EXHIBIT A  U.S. PATENTS OWNED BY CYGNUS OR LICENSED BY CYGNUS  (to be updated annually)

Cygnus:

|U.S. 5,735,273,    |  | "Chemical Signal-Impermeable Mask," issued April 7, 1998                                                      
|------------------ |  | --------------------------------------------------------------------------------------------------------------
|U.S. 5,771,890,    |  | "Device and Method for Sampling of Substances Using Alternating Polarity," issued June 30, 1998               
|U.S. 5,827,183,    |  | "Method of Measuring Chemical Concentration Iontophoretically Using Impermeable Mask," issued October 27, 1998
|U.S. 5,954,685,    |  | "Electrochemical Sensor with Dual Purpose Electrode," issued September 21, 1999                               
|U.S. 5,989,409,    |  | "Method for Glucose Sensing," issued November 23, 1999                                                        
|U.S. 6,023,629,    |  | "Method of Sampling Substances Using Alternating Polarity of Iontophoretic Current," issued February 8, 2000  
|U.S. 6,139,718,    |  | "Electrode with Improved Signal to Noise Ratio," issued October 31, 2000                                      
|U.S. 6,141,573,    |  | "Chemical Signal-Impermeable Mask," issued October 31, 2000                                                   
|U.S. 6,144,869,    |  | "Monitoring of Physiological Analytes," issued November 7, 2000                                               
|U.S. 6,180,416,    |  | "Method and Device for Predicting Physiological Values," issued January 30, 2001                              
|U.S. 6,201,979,    |  | "Chemical Signal-Impermeable Mask," issued March 13, 2001                                                     
|U.S. 6,233,471,    |  | "Signal Processing for Measurement of Physiological Analysis," issued May 15, 2001                            
|U.S. 6,272,364,    |  | "Method and Device for Predicting Physiological Values," issued August 7, 2001                                
|U.S. 6,284,126,    |  | "Electrode with Improved Signal to Noise Ratio," issued September 4, 2001                                     
|U.S. 6,298,254,    |  | "Device for Sampling Substances Using Alternating Polarity of Iontophoretic Current," issued October 2, 2001  
|U.S. 6,299,578,    |  | "Methods for Monitoring a Physiological Analyte," issued October 9, 2001                                      
|U.S. 6,309,351,    |  | "Methods for Monitoring a Physiological Analyte," issued October 30, 2001                                     
|U.S. Des. 437,603, |  | "Device for the Application of Mechanical Force to a Gel/Sensor Assembly," issued February 13, 2001           
|U.S. Des. 438,807, |  | "Cover for Quality Control Testing of an Iontophoretic Sampling System," issued March 13, 2001                

University of California:

|U.S. 5,279,543, |  | "Device for Iontophoretic Non-Invasive Sampling or Delivery of Substances," issued January 18, 1994                                                       
|--------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|U.S. 5,362,307, |  | "Method for the Iontophoretic Non-Invasive-Determination of the In Vivo Concentration Level of an Inorganic or Organic Substance," issued November 8, 1994
|U.S. 5,730,714, |  | "Method for the Iontophoretic Non-Invasive Determination of the In Vivo Concentration Level of Glucose," issued March 24, 1998                            

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