Exhibit
10.214  FIRST
AMENDMENT TO THE SALES,
MARKETING AND DISTRIBUTION AGREEMENT  THIS FIRST AMENDMENT (the
First Amendment) to the Sales, Marketing and Distribution Agreement (the
Agreement), having an effective date of July 8, 2002, is made and entered
into as of January 23, 2003, 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.The parties entered into a Sales,
Marketing and Distribution Agreement having an effective date of July 8, 2002
(the Agreement);  B.The parties now wish to amend the
Agreement pursuant to Section 15.1 of the Agreement as set forth below;  NOW, THEREFORE, for good and valid consideration, the
parties agree to the following terms and conditions set forth herein:   1.In Section 1.13 of the Agreement, the following
paragraph is added following subsection (c):  After the first ***
following Product Launch, the following item is also deducted from the gross
revenues:  (d)customer and consumer rebates, including
but not limited to consumer incentives, coupons and rebates.  Prior to the end of the
first *** following Product Launch, Cygnus will reimburse Sankyo for *** of the
cost of such customer and consumer rebates, but these customer and consume
rebates will not be deducted from Net Sales by Sankyo.  2.In Section 2.5 of the Agreement, second sentence,
Calendar Quarter is deleted and replaced with calendar month and thirty
(30) calendar days is replaced with fifteen (15) calendar days.  Thus, the second sentence of amended Section
2.5 reads, Thereafter, within fifteen (15) calendar days of the end of each
calendar month, Sankyo shall provide Cygnus a written statement of Net Sales by
Sankyo of the Product in the Territory during such calendar month.  The remainder of Section 2.5 is not amended.  3.In Section 4.2 of the Agreement, first sentence,
quarterly is deleted and replaced with monthly.  In the second sentence, daily is deleted and replaced with monthly.  After the third sentence, the following
sentence is added:  Upon reasonable
request, Sankyo will  
 ***Certain information on this page has been omitted
and filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.  
   provide Cygnus with
informal updates on sales information on a more frequent basis.  The remainder of Section 4.2 is not amended.  4.In Section 5.4(a) of the Agreement, the requirement
that the parties will execute within thirty (30) calendar days from the
Effective Date of the Agreement a supply agreement containing the terms and
conditions set forth in the Agreement and other terms and conditions that are
customarily found in an agreement of this nature is amended so that the time
of execution is to be within seven (7) months of the Effective Date of the
Agreement.  5.In Section 5.4(c) of the Agreement, the following
language is added to the existing section:  The price at which Cygnus will sell the
GlucoWatch® Analyzer and the GlucoWatch® QC Test kit to Sankyo will be $*** and
$***, respectively.  Payment will be due
and made as set forth in the Supply agreement. 
Additionally, Analyzer and QC Test Kit sales by Sankyo will not be
included in Net Sales by Sankyo, and no Sales and Marketing Fee shall be due on
Analyzer and QC Test Kit sales.  6.The parties hereby acknowledge and agree that Sankyo
has paid in full the milestones of ten million dollars ($10,000,000) set forth
in Section 2.2 of the Co-Promotion Agreement, dated November 28, 2001, between
Cygnus and Sankyo.  7.All other terms and conditions of the Agreement shall
remain in full force and effect and are unchanged by this Amendment.  8.This First Amendment 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.   IN
WITNESS WHEREOF,the undersigned have caused this First Amendment to be executed by their duly
authorized officers as of the date first written above.  CYGNUS, INC.
  
  SANKYO PHARMA INC.By:
  /s/ John C
  Hodgman
  
  By:
  /s/ John P.
  GargiuloName:
  John C Hodgman
  
  Name:
  John P. GargiuloTitle:
  Pres & CEO
  
  Title:
  VP Marketing
  & Commercial OPS  
 ***Certain
information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.  2