Negative Pledge Agreement Dated November 7, 2003

EXHIBIT 10.5


NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of November 7, 2003, 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 5.5 of the Loan Agreement,
Borrower shall not (a) sell, transfer, assign, mortgage,
pledge, lease, grant a security interest in, or encumber, or
(b) enter into any agreement, document, instrument or other
arrangement [except with or in favor of the Bank or in
connection with any joint venture or similar 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 (a "JV Agreement")] 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 or similar
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
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