Negative Pledge Agreement Dated November 4, 2002

Exhibit 10.4


NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of November 4, 2002, by and between Animas Corporation and Animas Diabetes Care, LLC (collectively, the "Borrowers") and Silicon Valley Bank ("Bank").


In connection with, among other documents, the Loan and Security Agreement (the "Loan Agreement") of even date herewith by and among the Borrowers and Bank, and the Loan Documents defined therein being concurrently executed herewith between Borrowers and Bank, Borrower agrees as follows:


1. Except as permitted under Section 7.1 of the Loan Agreement,
Borrower shall not sell, transfer, assign, mortgage, pledge,
lease, grant a security interest in, or encumber, or enter
into any agreement, document, instrument or other arrangement
(except with or in favor of the Bank) with any Person which
directly or indirectly prohibits or has the effect of
prohibiting Borrower from selling, transferring, assigning,
mortgaging, pledging, leasing, granting a security interest in
or upon, or encumbering any of Borrower's intellectual
property related to any joint venture agreement between any
Borrower and any third party related to Glucose Sensor or
Glucose Monitor technology developed under the National
Institute of Standards and Technology (NIST) Cooperative
Agreement, including, without limitation, that certain Joint
Venture Agreement by and between Borrower and Sarnoff
Corporation dated July 31, 2001 including, without limitation,
the following:


a. Any and all copyright rights, copyright applications,
copyright registrations and like protections in each
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