AMENDMENT TO THE FINAL ARBITRATION AWARD

Arbitration or Mediation Agreement

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CYGNUS INC /DE/ | Sanofi~Synthelabo

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Title: AMENDMENT TO THE FINAL ARBITRATION AWARD
Date: 3/26/2004
Industry: HTHEQP Sector: HEALTH

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exv10w124

Exhibit 10.124

AMENDMENT TO THE FINAL ARBITRATION AWARD

This Amendment to the Final Arbitration Award, having an effective date of November 3, 2003, is by and between Cygnus, Inc. (hereinafter “Cygnus”), a Delaware corporation, having a principal place of business at 400 Penobscot Drive, Redwood City, California, 94063, USA, and Sanofi~Synthelabo (hereinafter “Sanofi-Synthelabo”), a corporation incorporated pursuant to the laws of France, having its principal place of business at 174, avenue de France, 75635 Paris Cedex 13, France.

WITNESSETH

WHEREAS:

A. A Final Award was issued by the International Chamber of Commerce (ICC) on December 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 royalty payments 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 distribution agreement; and

D. The parties now wish to amend the Final Award as to the timing of these certain royalty payments, as set forth below;

NOW, THEREFORE, for good and valid consideration, Cygnus and Sanofi~Synthelabo agree to the following terms and conditions set forth herein:

Section (3)(I)(C)(2) is hereby amended so that the royalty payments for the 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 royalty payments 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;

			$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 Sankyo Co., Ltd. in the amount of greater than $50 million but less than or equal to $75 million, then the royalty payments for the years 2003, 2004, and 2005 shall be as follows:

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			$1,000,000 shall be due within ten (10) days from receipt of such payment;