Exhibit 10.24

***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24B-2

FIRST RESTATED TRADEMARK AGREEMENT

THIS FIRST RESTATED TRADEMARK AGREEMENT(this"Agreement") is
entered into as of January 9, 2004 (the"Effective Date") by and betweenPierre Fabre
Médicament, organized under the laws of France having an address of 45, place Abel-Gance, 92654 Boulogne cedex, France
("Pierre Fabre"), andCypress Bioscience, Inc., a Delaware corporation having an address of 4350
Executive Drive, Suite 325, San Diego, CA 92121, U.S.A. ("Cypress") and amends and restates in its entirety the Trademark Agreement between Pierre Fabre
and Cypress dated August 1, 2001 (the"Prior Agreement").Capitalized terms used in this Agreement that are not otherwise
defined shall have the meaning set forth in the Third Restated License Agreement of even date herewith between Cypress and Pierre Fabre (the"License
Agreement").

RECITALS

WHEREAS,Pierre Fabre and Cypress are entering into the License Agreement concurrently with the execution of this
Agreement;

WHEREAS,under the Prior Agreement, Pierre Fabre granted to Cypress a license to use certain trademarks in the Licensed Territory, with
the right to sub-license such rights;

WHEREAS,Cypress desires, concurrently with entering into this Agreement, to enter into a Collaboration Agreement with Forest granting
Forest, among other things, an exclusive sub-license to use, sell and offer for sale Licensed Product under the Trademarks in the Field in the United States of America, its territories and
possessions, with an option to extend the territory to Canada; and

WHEREAS,Cypress has requested that Pierre Fabre amend certain provisions of the Prior Agreement in order to facilitate Cypress' entering
into the Collaboration Agreement with Forest, and Pierre Fabre has agreed to amend and restate the Prior Agreement in its entirety, as described herein.

NOW, THEREFORE,in consideration of the foregoing premises and the mutual covenants and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.     Trademark License.

1.1    Trademarks; Ownership and Use of Trademarks.Pierre Fabre and Cypress shall mutually agree upon one or more
trademarks under which Cypress, its Affiliates and sub-licensees will exclusively market Licensed Products, other than non-branded Generic Products (the "Trademarks"), in the Licensed Territory,
except that, with respect to the countries of the Licensed Territory that are part of the
sub-license granted to Forest, Pierre Fabre and Cypress agree that in the event of a dispute as to which Trademark(s) to use in such countries, the final decision of the Trademark(s) shall
be made by Forest, as contemplated under the CollaborationAgreement. Cypress will consider, and will cause Forest to consider, trademarks suggested by Pierre Fabre, and Pierre Fabre agrees to consider
trademarks suggested by Cypress based upon market research conducted by Forest. Pierre Fabre shall own and shall retain the ownership of the entire right, title and interest in and to the Trademarks.
If any Trademark selected pursuant to this Section 1.1 is a registered trademark of a sub-licensee of Cypress, Cypress shall cause its sub-licensee, to promptly assign
to Pierre Fabre, without charge, such

1

---

trademark
on an exclusive and worldwide basis, subject to the terms of this Agreement. Pierre Fabre may use, sell and offer for sale Licensed Product under such Trademarks in the Rest of the World
under terms to be mutually agreed upon between Pierre Fabre and Cypress, only with the prior written consent of Cypress, such consent not to be unreasonably withheld (with the understanding that
protection of exclusivity with respect to Licensed Product in the United States market would be a reasonable basis for withholding consent). Cypress consents to Pierre Fabre's reference to the
Trademark in the Rest of the World after the first use of the Trademark by Cypress or its sub-licensee in the United States when referencing the name under which Milnacipran is marketed in
the United States in communications directed to physicians and professionals and in scientific publications, posters and abstracts.

1.2    Registration of the Trademarks.While Cypress and/or its sub-licensees are marketing Licensed
Products using the Trademarks, Pierre Fabre shall, at its own cost and expense, file in the Licensed Territory and endeavor in good faith to obtain the registration of the applicable Trademarks in the
Licensed Territory, and when registered, thereafter maintain the applicable Trademarks in the Licensed Territory at its own expense. Pierre Fabre shall keep Cypress, Forest and any other
sub-licensees of which it is aware, informed of progress with regard to the prosecution, maintenance, enforcement and defense of the Trademarks by providing Cypress and its
sub-licensees with copies of official actions, amendments and responses with respect to such prosecution. In the event that Pierre Fabre desires to abandon any of the Trademarks in the
Licensed Territory, Pierre Fabre shall provide reasonable prior written notice to Cypress of such intention to abandon and shall, at Cypress' request, assign such Trademark (including all associated
goodwill) to Cypress and such Trademark shall be excluded from the Trademarks subject to this Agreement.

1.3    License to Trademarks.Pierre Fabre hereby grants to Cypress an exclusive license, with the right to
sub-license to a sub-licensee of rights under the License Agreement, to identify Licensed Product to be packaged and sold by Cypress and its sub-licensees under the
License Agreement under the Trademarks in the Licensed Territory and to promote, market, use, sell and offer for sale such Licensed Products in the Licensed Territory under the Trademarks during the
Term.

1.4    Quality Control.The nature and quality of Licensed Products advertised or sold by Cypress or its
sub-licensees on which the Trademarks appear shall conform to quality standards and requirements for packaging and quality control of Licensed Product, as set forth in specifications for
Licensed Product included in filings with the FDA or other regulatory authority with respect to Licensed Product. Cypress agrees to cooperate with Pierre Fabre to enable Pierre Fabre to control the
nature and quality of the use of the Trademarks such that Pierre Fabre may verify that the use of the Trademarks is consistent with such quality standards and requirements for packaging and quality
control. From time to time and upon request by Pierre Fabre, Cypress shall provide Pierre Fabre with samples of Licensed Product.

1.5    Rights as Between Parties.Cypress acknowledges, as between the parties, the exclusive rights, title and
interest of Pierre Fabre in and to the Trademarks and will not do or cause to be done any act or thing contesting or, in any way, impairing or tending to impair any part of said right, title and
interest during the Term and after its expiration. Cypress will not make any representations or take any actions, which may be taken to indicate that it has any right, title or interest in or to the
ownership or use of the Trademarks except under the terms of this Agreement and acknowledges that nothing contained in this Agreement shall give Cypress any right, title or interest in or to the
Trademarks, except those rights set forth in this Agreement and the License Agreement.

1.6    Infringement.



2

---



1.7    Goodwill.Any accretion of goodwill derived by Cypress, its Affiliates or sub-licensees from the
use of the Trademarks shall accrue to Pierre Fabre and Pierre Fabre may call for a confirmatory assignment thereof.

1.8    Registered User.



3

---



1.9    Reasonable Assistance.Cypress and its sub-licensees will, upon request, supply Pierre Fabre or
its authorized representative with any information as to its use of the Trademarks which Pierre Fabre may require and will render any assistance reasonably required by Pierre Fabre in securing and
maintaining the registration(s) of the Trademarks in the Licensed Territory.

1.10    Royalty Payments.



4

---



1.11    Ownership of the Trademarks.Pierre Fabre has the right to grant Cypress the exclusive license granted
under Section 1.3 hereof and such license does not conflict with or violate the terms of any agreement between Pierre Fabre and any Third Party. Pierre Fabre agrees to notify Cypress, at the
time of the selection of any Trademark, if there is any royalty obligation due by Pierre Fabre to any Third Party with respect to such license, and if such license is subject to termination or
limitation by any Third Party.

1.12    Term and Termination.



5

---



2.    Miscellaneous.



6

---



7

---



8

---



IN WITNESS WHEREOF,the parties hereto have duly executed this Agreement.

|PIERRE FABRE MÉDICAMENT |  | CYPRESS BIOSCIENCE, INC.
|----------------------- |  | ------------------------
|By:                     |  | /s/JEAN PIERRE COUZINIER
|Name:                   |  | Jean Pierre Couzinier   
|Title:                  |  | Chief Operating Officer 

---

QuickLinks