EXHIBIT 99.1

                 SECOND AMENDMENT TO THE FINAL ARBITRATION AWARD


      This Second Amendment to the Final Arbitration Award ("Second Amendment"),
having an effective date of January 27, 2005, 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-Aventis (hereinafter "Sanofi-Aventis") (formerly known as
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-Aventis;

      B.    Cygnus and Sanofi-Aventis entered into an Amendment to the Final
            Arbitration Award ("Amendment"), having an effective date of
            November 3, 2003 and two Security Agreements having effective dates
            of November 3, 2003 and January 18, 2004 (collectively, "Security
            Agreements") wherein Cygnus granted a subordinate security interest
            to Sanofi-Aventis in all of Cygnus' assets;

      C.    Under the Final Award, as amended by the Amendment, in particular
            Paragraph II thereof, $11.5 million remains to be paid by Cygnus to
            Sanofi-Aventis as follows:
                           $4.5 million              due February 28, 2005
                           $4.0 million              due February 28, 2006
                           $3.0 million              due February 28, 2007;

      D.    Cygnus has now entered into an Asset Purchase Agreement with Animas
            Corporation and Animas Technologies LLC (collectively, "Animas"),
            and Cygnus is seeking stockholder approval to sell its assets
            pursuant to the Asset Purchase Agreement and adopt a Plan of
            Complete Liquidation and Dissolution; and

      E.    The parties now wish to amend the Final Award and Amendment as set
            forth below;

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


                                       1


      I.    Notwithstanding the payment schedule set forth in Paragraph II of
            the Amendment, Cygnus will pay, or will cause Animas to pay,
            Sanofi-Aventis $10.0 million at the time of the Asset Purchase
            Agreement Close (wherein "Close" is defined in the Asset Purchase
            Agreement) of the Asset Purchase Agreement to fully satisfy the
            Final Award and to fully satisfy the Obligations as defined and set
            forth in the Security Agreements. Thereafter, no further monies
            shall be owed by Cygnus to Sanofi-Aventis and Sanofi-Aventis shall
            have no security interest whatsoever in any of Cygnus' assets and
            the parties will release each other from any and all claims.

      II.   Provided, however, (a) in the event that the Closing of the Asset
            Purchase Agreement has not occurred prior to March 31, 2005, for
            whatever reason, Cygnus shall pay Sanofi-Aventis $4.5 million on
            March 31, 2005, and the remaining $5.5 million shall be made at the
            Closing of the Asset Purchase Agreement. Provided further, (b) in
            the event that the Closing of the Asset Purchase Agreement has not
            occurred prior to February 28, 2006 and Cygnus has not closed any
            asset purchase with a third party prior to that same date of
            February 28, 2006, then Cygnus shall make payments to Sanofi-Aventis
            pursuant to Paragraph II of the Amendment wherein $4.0 million is
            due February 28, 2006 and $3.0 million is due February 28, 2007. In
            such events, the Security Agreements shall remain in full force and
            effect until satisfaction of the $5.5 million obligation under
            Paragraph II(a) or 7.0 million obligation under Paragraph II(b), as
            applicable.

      III.  Cygnus and Sanofi-Aventis consent to confirmation of this Amendment
            to the Final Award in a court of competent jurisdiction, pursuant to
            Section (3)(IV) of the Final Award.

      IV.   All other terms and conditions of the Final Award and Amendment
            shall remain in full force and effect and are unchanged by this
            Second Amendment, with the sole exception of Paragraphs III, IV, V,
            and VI of the Amendment which are no longer applicable.


                                       2


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

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


CYGNUS, INC.

By:      /s/ John C Hodgman
         --------------------------------------------
Name:    John C Hodgman
Title:   Chairman, President and CEO


SANOFI-AVENTIS

By:      /s/ Jean-Claude Leroy
         --------------------------------------------
Name:    Jean-Claude LEROY
Title:   Senior Vice President and Chief Financial Officer

By:      /s/ Dirk Oldenburg
         --------------------------------------------

Name:    Dirk OLDENBURG

Title:   Senior Vice President and General Counsel