Exhibit 10.26

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

LICENSE AND COLLABORATION AGREEMENT

THIS LICENSE AND COLLABORATION AGREEMENT(this"Agreement") is
entered into as of January 9, 2004 (the"Effective Date") by and betweenFOREST LABORATORIES IRELAND
LIMITED, an Irish corporation ("Forest"), having its principal executive offices at Clonshaugh Industrial Estate, Clonshaugh,
Dublin 17, Republic of Ireland, andCYPRESS BIOSCIENCE, INC., a Delaware corporation ("Cypress"), having offices at 4350 Executive Drive, Suite
325, San Diego, CA 92121, United States of America.

RECITALS

WHEREAS,Cypress and Pierre Fabre Médicament ("Pierre
Fabre") entered into the Third Restated License Agreement as of the date hereof, as may be amended (the"License Agreement"), a
copy of which has been provided to Forest, pursuant to which Pierre Fabre granted to Cypress an exclusive license to certain patents and know-how to develop and commercialize Milnacipran
(as defined below);

WHEREAS,Cypress and Pierre Fabre also entered into the First Restated Trademark License Agreement as of the date hereof, as may be
amended (the"Pierre Fabre Trademark Agreement"), a copy
of which has been provided to Forest, pursuant to which Pierre Fabre granted an exclusive license to Cypress to certain trademarks; and

WHEREAS,Forest desires to acquire, and Cypress is willing to grant to Forest, an exclusive license under patents and know-how
controlled by Cypress to develop and commercialize Milnacipran, including a sublicense of the rights granted to Cypress by Pierre Fabre under the License Agreement and the Pierre Fabre Trademark
Agreement, all on the terms and conditions set forth in this Agreement.

AGREEMENT

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.     DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the following meanings:



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2.     LICENSE

2.1    License Grant.Subject to the terms and conditions of this Agreement, Cypress hereby grants to Forest, with
the right to sublicense under the terms described in Section 2.2, during the License Term:



Forest
acknowledges that the rights granted by Cypress to Forest under this Section 2.1 with respect to Trademarks and any Licensed Technology licensed to Cypress by Pierre Fabre under the
License Agreement are subject to the applicable terms and conditions of the License Agreement, the Pierre Fabre Trademark Agreement and if applicable, the Cypress Trademark Agreement.

2.2    Sublicense Rights.



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2.3    Right to Commercialize Generic Licensed Product.Subject to the terms and conditions of this Agreement, the
License Agreement and the Pierre Fabre Trademark Agreement, and if applicable, the Cypress Trademark Agreement, Forest and any of its Affiliates or sublicensees may, under the license granted in
Section 2.1(a), use, distribute, sell, offer for sale, have sold and import Licensed Product as a generic product ("Generic Product") in a
country of the Licensed Territory at[...***...]Forest will promptly send to Cypress and Pierre Fabre [...***...]and will notify Cypress and Pierre Fabre
promptly in writing in the event that Forest or any of its Affiliates or
sublicensees decides to use, distribute, sell, offer for sale, have sold and import Licensed Product as a Generic Product in such country of the Licensed Territory, as contemplated by this
Section 2.3.

2.4    Option.



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2.5    Potential Extension of Licensed Territory.At any time prior to the [...***...]anniversary of the Date of First Commercial Sale in the United States, Forest shall have a first right to extend the
Licensed Territory to include Canada. In the event that Cypress desires to enter into a license arrangement with respect to Licensed Product in Canada, or plans to commercialize Licensed Product
itself in Canada, before entering into discussions with any Third Party with respect to such license or beginning such commercialization activities itself, Cypress will notify Forest in writing of its
desire. Forest may then elect, by providing written notice to Cypress within 30 days following such notice from Cypress, to include Canada within the Licensed Territory. If Forest does not
provide such written notice to Cypress during such 30-day period, Cypress will be free to negotiate and enter into an agreement

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with
any Third Party with respect to such license in Canada on any terms. If Forest provides such written notice to Cypress during such 30-day period, subject to Forest making the payment
to Cypress described in Section 6.2(b), the Licensed Territory shall be extended to include Canada.

2.6    License from Forest.



2.7    Discussions Regarding Pierre Fabre [...***...].Forest agrees that, in the event it
decides to negotiate any arrangement with Pierre Fabre related to the Pierre Fabre[...***...], Forest shall explore with
Cypress the opportunities for Cypress to participate in such arrangement with Forest. In the event an arrangement is reached between Forest and Pierre Fabre (and Cypress, if applicable) with respect
to the Pierre Fabre[...***...], Cypress and Forest shall discuss the terms and conditions of this Agreement that may be
impacted by the marketing and sale of the Pierre Fabre[...***...]and shall consider any modifications to such terms and
conditions that are appropriate in light of the circumstances at such time. This Section is not intended to imply any obligation on the part of Forest to enter into an agreement with Cypress regarding
the Pierre Fabre[...***...].

3.     DEVELOPMENT; REGISTRATION; PROMOTION, MARKETING AND SALES

3.1    Development Activities.



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3.2    Registration Activities.Forest shall use commercially reasonable efforts to obtain or assist Cypress in
obtaining in a timely manner NDA approvals and any additional Regulatory Approvals with respect to Licensed Product by the health/regulatory authorities of the United States, and if determined
appropriate by Cypress or Forest after review by the Steering Committee as contemplated in Section 9.2 of the License Agreement, Canada. Upon the Effective Date, Cypress shall appoint Forest as
agent for Cypress for purposes of the IND and with respect to the NDA for Licensed Product; provided that,a representative of Cypress (the "Cypress FDA
Contact") shall be the primary contact with the FDA prior to commencement of the second Phase III clinical trial for Licensed Product or
such other time as mutually agreed. Forest shall be primarily responsible for NDA preparation and submission, and Cypress shall hold the NDA for Licensed Product. Cypress shall review and provide
comments on the NDA for Licensed Product, and Forest agrees that it shall not submit any NDA to the FDA until Cypress and Forest mutually agree to such NDA. Forest and Cypress shall keep one another
fully informed of the registration process of Licensed Product through the Joint Development Committee.

3.3    Meetings and Communications with the FDA and Other Regulatory Authorities.Prior to commencement of the
second Phase III clinical trial for Licensed Product, the Cypress FDA Contact shall be the primary day to day contact with the FDA, except that each party shall notify the other party in advance of
any substantive communications, in which case both parties shall participate in such substantive communications. Subject to the preceding sentence, Cypress and Forest shall mutually attend all
meetings, participate in any oral communications and agree upon any written communications with the FDA and any other health/regulatory authorities in the Licensed Territory relating to Licensed
Product and Cypress and Forest shall allow Pierre Fabre representatives to participate in any substantive meetings and communications, to the extent permitted by such authorities. Beginning upon
commencement of the second Phase III clinical trial for Licensed Product, Forest shall lead all meetings, oral communications and written communications with the FDA and any other health/regulatory
authorities of the Licensed Territory relating to Licensed Product and shall allow Cypress and Pierre Fabre representatives to participate in any substantive meetings and substantive oral or written
communications, to the extent permitted by such authorities.

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3.4    Pre-Marketing Activities.During the development of Licensed Product and
until Forest commences
commercialization of Licensed Product, Forest shall conduct pre-marketing activities, with input from the Joint Development Committee, and use commercially reasonable efforts to
successfully launch of Licensed Product in the Licensed Territory.

3.5    Promotion, Marketing and Sales Activities.Forest shall use commercially reasonable efforts to conduct all
promotion, marketing and sales activities with respect to Licensed Product in the Licensed Territory, subject to the Promotion Rights of Cypress.



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3.6    Promotion Rights.



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3.7    Co-Promotion Rights.Forest agrees to explore with Cypress opportunities to
co-promote other Forest products on terms to be negotiated in good faith between Cypress and Forest (the"Co-Promotion Rights").

3.8    License to Cypress by Forest for Promotion and Co-Promotion Rights.Forest shall grant to
Cypress a royalty-free exclusive license, to all Patents and Trademarks Controlled by Forest that are necessary or useful for the development, manufacture, commercialization or use of
Milnacipran and Licensed Product in the Licensed Territory to the extent necessary for Cypress to practice the Promotion Rights. Forest shall also grant to Cypress any license necessary or useful in
connection with its Co-Promotion Rights.

4.     OWNERSHIP OF INFORMATION AND ACCESS TO INFORMATION

4.1    Cypress Information.Cypress Information derived from development, marketing and other permitted activities
under and during the License Term with respect to Licensed Product and all intellectual property rights therein, if any, including without limitation, the Licensed Patents (other than Pierre Fabre
Patents and any Patents licensed to Cypress under the Collegium Agreement) shall be the sole property of Cypress, subject only to the license rights granted to Forest under this Agreement. Subject to
Section 2.4(d), the interest of Cypress in the Cypress Information shall automatically be deemed included in the rights licensed under this Agreement to Forest with respect to the Licensed
Territory. Forest shall have reasonable access, upon request, to updated Cypress Information and all related intellectual property rights, and Cypress agrees to regularly provide Forest with such
Cypress Information through the Joint Development Committee.

4.2    Forest Information.Forest Information derived from development, marketing and other permitted activities
under and during the License Term with respect to Licensed Product and all

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intellectual
property rights therein, if any, shall be the sole property of Forest (or its Affiliates or sublicesees, as applicable), subject only to the license rights granted to Cypress under this
Agreement. Cypress shall have reasonable access, upon request, to updated Forest Information and all related intellectual property rights, and Forest shall regularly provide Cypress with such Forest
Information through the Joint Development Committee.

4.3    Title to Inventions.Inventorship of Information will be determined by the applicable laws of the country or
jurisdiction in which the particular Information or invention is made or discovered. If there is a dispute between the parties as to which party shall own any particular item of Information, the Joint
Development Committee shall establish a procedure to resolve such dispute, which may include engaging a qualified third party patent attorney completely unaffiliated with and independent of the
parties and jointly selected by the parties, as an expert to resolve such dispute.

5.     TRADEMARKS; MINIMUMS; LIMITATIONS

5.1    Trademarks; Trade Dress Marking.In the Licensed Territory, Licensed Product (other than a
non-branded Generic Product) will be sold by Forest and its Affiliates and sublicensees exclusively under the Trademarks and subject to the terms and conditions set forth in the Trademark
License Agreement, and if applicable, the Cypress Trademark Agreement. The Trademarks shall be chosen by Forest, and Forest shall assign to Pierre Fabre all of its rights in such Trademarks to the
extent such assignment is necessary. In choosing such Trademark, Forest will consider trademarks suggested by Pierre Fabre and shall include any such suggested trademarks in market research conducted
by Forest in connection with selecting the Trademark. Licensed Product (other than a non-branded Generic Product) will be marketed by Forest and its Affiliates and sublicensees in the
Licensed Territory under trade dress which shall include the notices "Licensed from PIERRE FABRE" and"Licensed from Cypress
Bioscience"in a legible manner on all packaging, leaflets, documents, materials and generally in association with the reference to Licensed Product and the Trademark, to the
extent acceptable under applicable laws and regulations in the Licensed Territory.

5.2    Cypress Trademark.In the event Pierre Fabre abandons a Trademark and it is assigned to Cypress as provided
in the Pierre Fabre Trademark Agreement, then Forest and Cypress shall enter into a trademark agreement (the"Cypress Trademark Agreement") on the same
terms and conditions as set forth in the Pierre Fabre Trademark Agreement (with Cypress as the Trademark owner and Forest as the licensee), except for the provisions of Section 1.10 thereof
(i.e., the Trademark license will be deemed fully paid and royalty free).

5.3    Sales; Sales Forecasts; Minimums.



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5.4    Limitations.



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6.     LICENSE FEES; MILESTONE PAYMENTS; AND ROYALTY PAYMENTS

6.1    Research and Development Expenses.All expenses incurred by Cypress from and after the Effective Date for
research and development with respect to Licensed Product pursuant to the Development Plan, including but not limited to, the amounts payable pursuant to Section 3.1(c) and the expenses for
preclinical development, clinical trials, preparing, filing and maintaining INDs and NDAs and other regulatory activities, shall be paid by Forest. Cypress shall provide Forest with an invoice
outlining its research and development expenses with respect to Licensed Product, other than amounts payable for FTEs which shall be subject to Section 3.1(c), at the end of each quarter.
Forest will reimburse Cypress for such expenses within 30 days of receipt of such invoice.

6.2    License Fees.



6.3    Milestone Payments.



Milestone Event

Milestone Payment[...***...]

[***][...***...]

[...***...][...***...]

[...***...][...***...]

[...***...][...***...]

[...***...][...***...]

[...***...][...***...]

[...***...][...***...]

[...***...]Total Potential Milestone Payments

[...***...]




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Milestone Event

Milestone Payment in the Event the Cypress
Compound is a Cypress Formulation[...***...]

$
[...***...][...***...]

$
[...***...][...***...]

$
[...***...][...***...]

$
[...***...][...***...]

$
[...***...]Total Potential Milestone Payments

$
[...***...]


Milestone Event

Milestone Payment in the Event the Cypress
Compound is a Cypress Analog[...***...]

$
[...***...][...***...][...***...]

$
[...***...][...***...]

$
[...***...][...***...]

$
[...***...]Total Potential Milestone Payments

$
[...***...]




6.4    Royalty Payments for Licensed Product (other than Generic Product).As consideration for the rights granted
pursuant to Section 2.1, Forest shall pay on a Licensed Product-by-Licensed Product basis for Licensed Product (other than Generic Product):



During
the period prior to expiration of the obligation of Forest to make the royalty payment described in Section 6.4(a) of the License Agreement, Forest may credit the amount by
which the total payments by Forest under Sections 6.4(a) and (b) above and Section 7.3 below in any year exceed [...***...]of Net Sales for such year against royalty payments due to
Cypress under Section 6.4(a) above;provided thatin no event shall the amount payable to Cypress under Section 6.4(a) above be reduced
below[...***...]of Net Sales of Licensed Products in any quarter as a result of such credit. During the period after
expiration of the obligation of Forest to make the royalty payment described in Section 6.4(a) of the License Agreement, Forest may credit the amount by which the total payments by Forest under
Sections 6.4(a) and (b) above and Section 7.3 below in any year exceed[...***...]of Net Sales for such year
against royalty payments due to Cypress under Section 6.4(a) above;provided thatin no event shall the amount payable to Cypress under
Section 6.4(a) above be reduced below[...***...]of Net Sales of Licensed Products in any quarter as a result of such
credit.

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6.5    Royalty Payments for Generic Product.As consideration for the rights
granted pursuant to
Section 2.1, Forest shall pay to Cypress, on a Generic Product-by-Generic Product basis, a royalty equal to [...***...]of Profits during the License Term.

6.6    Payment Due to Credit Under the License Agreement.In the event there is a credit under Section 6.5
of the License Agreement due to a payment made to Pierre Fabre by Cypress under Section 6.5 of the License Agreement and such payment is applied as a credit against the royalty payments that
would otherwise be payable by Forest to Pierre Fabre under Section 6.4(b) of this Agreement, Forest agrees that it shall make a cash payment to Cypress in the aggregate amount of such credit as
such credit is applied to any Forest payment, each such payment to be within 60 days of such credit.

6.7    Notice of Payment.Forest agrees to provide written notice to Cypress of payment to Pierre Fabre of the
royalty payments made under Section 6.4(b) above and the Transfer Price payments made under Section 7.3 below, such notice to include the information required under Section 10.1,
at the time such payments are made to Pierre Fabre.

6.8    Cypress Payments to Third Parties.Cypress will remain responsible for any milestone or royalty payments
that it is obligated to make to Pierre Fabre or any other Third Party with respect to Licensed Products, except as specifically provided herein.

7.     SUPPLY OF API AND TRANSFER PRICE

7.1    Supply by Pierre Fabre.Forest agrees that Pierre Fabre shall be the exclusive supplier of Bulk API to
Forest, subject to the terms and conditions of the Supply Agreement.

7.2    Agreement by Cypress Regarding Supply.Cypress agrees that it will submit no forecast or binding order for
Licensed Product with respect to the Licensed Territory to Pierre Fabre under the Supply Agreement to the extent inconsistent with any forecast or binding order for Licensed Product submitted
by Forest to Pierre Fabre under the Supply Agreement and will consent to any such forecast or binding order for Licensed Product submitted by Forest.

7.3    Transfer Price for API.As part of the Letter Agreement, Forest shall agree to pay Pierre Fabre directly for
API purchased directly from Pierre Fabre at a price determined and as adjusted under Sections 5.1 and 8.12 of the Supply Agreement, plus transport, customs, duties and similar charges to the extent
not paid by Pierre Fabre. Forest acknowledges that it shall be responsible, at its own cost, for fill and finish of API purchased from Pierre Fabre.

8.     ADVERSE EVENTS.

Forest shall comply with and satisfy all the terms and conditions as agreed to by Cypress in Section 8 of the License Agreement related to adverse events.

9.     JOINT DEVELOPMENT COMMITTEE; STEERING COMMITTEE AND WORKING GROUP.

9.1    Establishment of Joint Development Committee.Within 30 days of the Effective Date, the parties shall
establish a committee (the "Joint Development Committee"), which shall perform the functions provided in this Section 9. The Joint Development
Committee shall include an equal number of members designated by each of Forest and Cypress, such number to be mutually agreed upon by the parties. Each Joint Development Committee member shall have
experience appropriate for the activities to be conducted by the Joint Development Committee. The Joint Development Committee shall meet at such times and such places as shall be determined from time
to time by Forest and Cypress, but in any event, not less than twice in each calendar year. Members of the Joint Development Committee may participate in meetings of the Joint Development Committee in
person or by conference telephone call. A quorum for the conduct of business by the Joint Development

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Committee
shall consist of a majority of the members designated by Forest and a majority of the members designated by Cypress. All actions and decisions by the Joint Development Committee shall
require approval of a majority of the members at a meeting at which a quorum is present. All actions taken, whether at a meeting or by an action by written consent, shall be set forth in minutes and
circulated to each member of the Joint Development Committee. Expenses incurred by a member of the Joint Development Committee in connection with the activities of the Joint Development Committee will
be borne by the party that designated such member.

9.2    Joint Development Committee Functions.The Joint Development Committee shall have the authority to conduct
the following activities and such other activities as may be agreed to in writing by the parties; provided that,any reference to any activity to be
monitored, reviewed and/or discussed shall not provide the Joint Development Committee any decision making authority with respect to such activity, unless such decision making authority is expressly
provided in this Section 9.2:



9.3    Dispute Resolution.In the event the Joint Development Committee is unable to decide or resolve any issue
related to the Joint Development Committee functions, other than any issue under

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the
Marketing Plan or any related marketing activities, the issue shall be referred to the Chief Executive Officer of Cypress and the Chief Executive Officer of Forest, or the Chief Executive Officer
of any Affiliate of Forest that is primarily responsible for the activities of Forest under this Agreement, as directed by Forest. Such officers of the parties shall meet promptly thereafter and shall
negotiate in good faith to resolve such issue within 30 days of commencing such negotiations, but in any event shall continue negotiations until they reach mutual agreement and neither party
may take any action related to such disputed issue until there is mutual agreement by the representatives of Forest and Cypress on the Joint Development Committee; provided
that,in the event either party is not acting in good faith with respect to such negotiations, the other party shall be permitted to resolve such issue by arbitration, as
provided in Section 16.2. In the event the Joint Development Committee is unable to decide or resolve any issue related to the Joint Development Committee functions that arises under the
Marketing Plan or any marketing related activities, the representatives of Forest on the Joint Development Committee will have the final determination with respect to such issue. In particular,
without limiting the foregoing, with respect to design of any pivotal Phase III clinical trial, Cypress and Forest will discuss the design of such trial in good faith and attempt to reach agreement on
such design, and the trial will not begin until the parties have reached agreement on the design of such trial.

9.4    Steering Committee; Working Group.The parties acknowledge that under Section 9.1 of the License
Agreement, the Steering Committee shall consist of four persons and under Section 3.1 of the Supply Agreement, the Working Group shall consist of six persons (in each case, or such other number
as mutually agreed by Cypress and Pierre Fabre) with an equal number of members designated by each of Pierre Fabre and Cypress. Each of Cypress and Forest shall designate an equal number of
representatives to the Cypress seats on each of the Steering Committee and the Working Group, except as otherwise agreed upon by Cypress and Forest;provided,
however,that the Cypress representative
shall have the sole decision making authority as to such committees with respect to matters outside the Licensed Territory.

9.5    Decision Making Authority.In every circumstance where the License Agreement, Supply Agreement or Trademark
Agreement provide for ultimate decision making authority by Cypress, Cypress agrees to exercise such decision making authority as directed by Forest with respect to any matter as to which Forest has
final decision making authority under Section 9.3.

10.   PAYMENT; RECORDS; AUDITS

10.1    Payment; Reports.Royalty payments and reports for the sale of Licensed Product shall be calculated and
reported for each calendar quarter. All payments due under this Agreement shall be paid within 45 days of the end of each calendar quarter, unless otherwise specifically provided herein. Each
payment of royalties shall be accompanied by a report of Net Sales of Licensed Products in sufficient detail to permit confirmation of the accuracy of the payment made, including without limitation
and on a country-by-country basis, the number of Licensed Products sold, the gross sales and Net Sales of Licensed Product, the Profits (if applicable), the royalty payable,
the method used to calculate the payment and the exchange rates used.

10.2    Exchange Rate; Manner and Place of Payment.All payments due and payable under this Agreement by one party
to the other party shall be payable in United States dollars;provided, however,that any payment to be made by Cypress to Forest under
Section 2.7(b) based on payments made by Pierre Fabre to Cypress in Euros and any payment to be made by Forest to Pierre Fabre under Section 6.4(b) and Section 7.3 shall be made
in Euros. With respect to each quarter, for countries other than the United States, whenever conversion of payments from any foreign currency shall be required, such conversion shall be made at the
rate of exchange reported inThe Wall Street Journal, (absent any error), on the last business day of the applicable quarter. All payments owed under
this Agreement shall be made by wire transfer to a bank and account designated in writing by the party entitled to receive such payment, unless otherwise specified in writing by such party.

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10.3    Withholding of Taxes.The party receiving payments under this Agreement will pay any and all taxes levied
on account of such payment. If any taxes are required to be withheld by the paying party, it will (a) deduct such taxes from the remitting payment, (b) timely pay the taxes to the proper
taxing authority, and (c) send proof of payment to the other party and certify its receipt by the taxing authority within 60 days following such payment.

10.4    Records and Audits.During the period during which a party is entitled to receive payments from the other
party under this Agreement and for a period of four years thereafter, the paying party and the receiving party shall keep complete and accurate records sufficient to permit the other party to confirm
the accuracy of all payments due hereunder, including without limitation, with regard to Forest, records pertaining to gross sales and Net Sales of Licensed Products and, including without limitation,
with regard to Cypress, records pertaining to promotional efforts of the Cypress Sales Force, if applicable, and FTE time devoted to the R&D Plan. The party receiving payment or making payment shall
have the right to cause an independent, certified public accountant reasonably acceptable to the other party to audit such records of such other party to confirm the accuracy of the payments made,
including without limitation, with regard to Forest, Net Sales, for a period covering not more than the preceding three years and, including without limitation, with regard to Cypress, records
pertaining to promotional efforts of the Cypress Sales Force, if applicable, and FTE time devoted to the R&D Plan. Such audits may be exercised during normal business hours upon reasonable prior
written notice to the audited party. Prompt adjustments shall be made by the parties to reflect the results of such audit. The party causing such audit shall bear the full cost of such audit unless
such audit discloses a variance of more than 5% from the amount of the Net Sales or corresponding payments due under this Agreement. In the case of a variance of more than 5%, the audited party shall
bear the full cost of such audit. In the event of underpayment, the audited party shall promptly remit to the other party the amount of any underpayment.

10.5    Prohibited Payments.Notwithstanding any other provision of this Agreement, if a party is prevented from
paying any payments due hereunder by virtue of the statutes, laws, codes or governmental regulations of the country from which the payment is to be made, then such payments may be paid by depositing
funds in the currency in which accrued to the other party account in a bank acceptable to such other party in the country whose currency is involved.

10.6    Late Payments.In the event that any payment due hereunder is not made when due, the payment shall accrue
interest from the date due at the rate of 1.5% per month;provided, however,that in no event shall such rate exceed the maximum legal annual interest
rate;provided furtherthat no such interest shall accrue until the other party has provided written notice of such late payment or during any period
that any dispute with respect to a payment is being diligently pursued in good faith by the party from whom such payment is claimed. The payment of such interest shall not limit a party from
exercising any other rights it may have as a consequence of the lateness of any payment.

11.   INTELLECTUAL PROPERTY

11.1    Patent Prosecution and Maintenance of Pierre Fabre Patents.Forest acknowledges that Pierre Fabre shall be
responsible for prosecution and maintenance of all Pierre Fabre Patents at Pierre Fabre's sole expense. To the extent Cypress receives relevant information from Pierre Fabre, Cypress shall keep Forest
informed of progress with regard to the prosecution, maintenance, enforcement and defense of the Pierre Fabre Patents by providing Forest with all copies of official actions, amendments and responses
with respect to such prosecution, to the extent received from Pierre Fabre. Forest acknowledges that in the event Pierre Fabre desires to abandon any Pierre Fabre Patent in the Licensed Territory, and
Forest may assume responsibility for such Pierre Fabre Patent and will bear the expense thereof.

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11.2    Patent Prosecution and Maintenance of Licensed Patents Other than Pierre Fabre.Cypress shall be
responsible for prosecution and maintenance of all Licensed Patents (other than Pierre Fabre Patents) at its own expense;provided thatForest will
reimburse Cypress for the costs of filing, prosecution and maintenance (including legal costs) of Licensed Patents (other than the Pierre Fabre Patents) in the Licensed Territory for which it provides
consent, not to be unreasonably withheld prior to such filing. Such reimbursement shall be made within 30 days of receipt of an invoice from Cypress. Cypress shall keep Forest informed of
progress with regard to the prosecution, maintenance, enforcement and defense of the Licensed Patents (other than the Pierre Fabre Patents) in the Licensed Territory by providing Forest with copies of
official actions, amendments and responses with respect to such prosecution.

11.3    Cooperation of the Parties.Each party agrees to cooperate fully in the prosecution of Licensed Patents
under this Agreement.

11.4    Infringement by Third Parties of Licensed Patents.



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11.5    Infringement of Third Party Rights.Each party shall promptly notify the other in writing of any allegation
by a Third Party that the activity of either of the parties or their Affiliates, licensees or sublicensees pursuant to this Agreement infringes or may infringe the intellectual property rights of such
Third Party. Forest shall have the first right to control any defense of any such claim alleging that the sale of Licensed Products in the Field infringes any Third Party rights in the Licensed
Territory, at its own expense and by counsel of its own choice, and Cypress and Pierre Fabre shall have the right, each at its own expense, to be represented in any such action by counsel of its own
choice. If Forest fails to proceed in a timely fashion with regard to such defense, Cypress shall have the right to control any such defense of such claim at its own expense and by counsel of its own
choice, and Forest shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any patent infringement
litigation under this Section 11.5 relating to the manufacture or commercialization of Licensed Products in the Licensed Territory without the consent of such other party.

11.6    Patent Prosecution Strategy.The parties intend to establish, in each country worldwide where it is
commercially reasonable to do so, Patent rights that are as broad as reasonably practicable with respect to Licensed Products and their manufacture or use in the Field; provided thatneither party is
obligated to file, prosecute and maintain any Patent unless there is mutual agreement between Cypress and Forest. The
parties agree to cooperate with each other to achieve such intention, so as to maximize the commercial value of the Licensed Products by obtaining broad Patent-based exclusivity where available.

11.7    Joint Patents.The Joint Development Committee shall determine which party shall be responsible for
obtaining, prosecuting or maintaining rights to Patents, in appropriate countries throughout the world, covering each invention in Information jointly owned by two or more parties
("Joint Patents"). The joint owners shall share equally the costs for filing, prosecuting or maintaining such Joint Patents throughout the
world; provided, however,that either party may decline to bear its share of the costs and expenses to file, prosecute or maintain any particular Joint
Patent in one or

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more
countries. In that case the other party may undertake the responsibility for filing, prosecuting or maintaining such Joint Patent at its own expense, and if it does so, the declining party shall
assign to the other party all its right, title and interest to any such Joint Patent(s) in respect of any territory where such party declined to share expenses, and upon such assignment such Joint
Patent(s) shall become the sole property of the party receiving the assignment in such territories.

12.   REPRESENTATIONS AND WARRANTIES AND COVENANTS

12.1    Mutual Representations and Warranties.Each party represents and warrants to the other that:



12.2    Cypress Representation.As of the Effective Date, Cypress' rights to the Licensed Technology are not
subject to any royalty obligation to any Third Party (including for this purpose, to officers, directors, employees or other consultants or agents of Cypress) and such rights are not subject to
termination or limitation by any Third Party, except, in each such case, to the extent provided by the License Agreement and the Collegium Agreement. To Cypress' knowledge, based on representations by
Pierre Fabre with respect to the Pierre Fabre Patents and related know-how, the practice of the Licensed Technology to develop or commercialize Licensed Product does not infringe (except
to the extent such infringement is permitted by the License Agreement) any Patents of any Third Party and Cypress has not received notice or communication alleging that the practice of the Licensed
Technology infringes or may infringe the rights of any Third Party, nor is Cypress aware of any reasonable basis for any such allegation. In addition, Cypress has taken no action which would give rise
to any claim by any person for brokerage commissions, placement agent's fees or similar payments relating to this Agreement or the transactions contemplated hereby, except for its arrangement with
Bear Stearns, whose fees will be paid by Cypress.

12.3    Limitation of Representations and Warranties.Neither party makes any other warranties, expressed or
implied, except as set forth herein.

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13.   CONFIDENTIALITY; PUBLICATION

13.1    Confidentiality.Except to the extent expressly authorized by this Agreement or otherwise agreed in writing
by the parties, the parties agree that, during the License Term and for 10 years thereafter, the receiving party shall keep confidential and shall not publish or otherwise disclose and shall
not use for any purpose other than as expressly provided for in this Agreement any confidential information (including without limitation, Information) furnished to it by the other party pursuant to
this Agreement (collectively, "Confidential Information"). Each party agrees that this Agreement is the Confidential Information of each party. Each
party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement. Each party will use at least the same standard of care as it uses to protect
proprietary or confidential information of its own to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the Confidential
Information. Each party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information.

13.2    Exceptions.Confidential Information shall not include any information that the receiving party can prove
by competent written evidence:



13.3    Authorized Disclosure.Each party may disclose Confidential Information belonging to the other party to the
extent such other party provides written permission to disclose such Confidential Information, or if such disclosure is reasonably necessary in the following instances:



Notwithstanding
the foregoing, in the event a party is required to make a disclosure of the other party's Confidential Information pursuant to Section 13.3(a), (b), (c),
(d) or (e), it will, except where impracticable, and except in the case of subsection (e) above, give reasonable advance notice to the other party of such disclosure and, with respect to
Section 13.3(c) or (d), use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no
event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

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13.4    Publications.Each party to this Agreement recognizes that the
publication of papers containing results of
and other information regarding development of Licensed Product in the Field (except as provided hereinafter), including oral presentations and abstracts, may be beneficial to both parties provided
such publications are subject to reasonable controls to protect Confidential Information. In particular, it is the intent of the parties to maintain the confidentiality of any Confidential Information
included in any United States or foreign application until such United States or foreign patent application has been published. Accordingly, the other party shall have the right and obligation to
review and approve any paper proposed for publication by the other party, including oral presentations and abstracts. Before either party may submit any paper, oral presentation or abstract for
publication, the party proposing publication shall deliver a complete copy of such materials to the other party at least 45 days prior to submitting the paper to a publisher or the date set for
presentation. The other party shall review any such paper and give its comments to the publishing party within 30 days of the delivery of such paper to the other party. With respect to oral
presentation materials, the other party shall make reasonable efforts to expedite review of such materials, and shall return such items as soon as practicable to the publishing party with appropriate
comments, if any, but in no event later than 30 days from the date of delivery to the other party. With respect to abstracts, the other party shall make reasonable efforts to expedite review of
such abstracts, and shall return such items as soon as practicable to the publishing party with appropriate comments, if any, but in no event later than 10 days from the date of delivery to the
other party. The publishing party shall comply with the other party's request to delete references to the non-publishing party's Confidential Information in any such paper or other
materials. Notwithstanding anything to the contrary in this Agreement, neither party shall have the right to publish in any form any Confidential Information of the other party without such other
party's prior written consent.

13.5    Press Release.It is understood that the parties intend to issue a joint press release announcing the
execution of this Agreement and agree that each party may desire or be required to issue subsequent press releases relating to this Agreement or activities thereunder. The parties agree to consult
with each other reasonably and in good faith with respect to the text and timing of such press releases prior to the issuance thereof, provided that a party may not unreasonably withhold consent to
such releases, and that either party may issue such press releases as it determines, based on advice of counsel, are reasonably necessary to comply with laws or regulations or for appropriate market
disclosure. Each party agrees to review each press release within 48 hours after receiving the press release from the other party. In addition, following the initial joint press release
announcing this Agreement, either party shall be free to disclose, without the other party's prior written consent, the existence of this Agreement, the identity of the other party and those terms of
this Agreement that have already been publicly disclosed in accordance herewith.

13.6    SEC Filings.The parties will consult with each other on the provisions of this Agreement to be redacted in
any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law.

14.TERM AND TERMINATION

14.1    Term.The term of this Agreement shall commence on the Effective Date and extend on a
country-by-country and Licensed Product-by-Licensed Product basis until the later of (i) the expiration of the last to expire of the applicable
Licensed Patents, (ii) 10 years after the first commercial sale of a Licensed Product (other than a Generic Product) in such country or (iii) the last commercial sale of a Generic
Product in such country or a Licensed Product bearing the Trademark, unless earlier terminated pursuant to Sections 14.2 or 14.3 (the "License Term").

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14.2    Termination for Cause.A party shall have the right to terminate this Agreement upon 60 days
(10 days with respect to payments) prior written notice to the other upon the occurrence of any of the following:



14.3    Termination by Cypress.Cypress may, in its sole discretion, upon 60 days prior written notice to
Forest terminate this Agreement, under the circumstances set forth in Section 3.5(c) in the event that Forest has not cured such non-compliance of any of the provisions set forth in
Section 3.5(c) within 60 days from the date of receipt of written notice of termination by Cypress.

14.4    Termination by Pierre Fabre.This Agreement shall automatically terminate on a
country-by-country basis (as applicable) as to any Licensed Technology (as defined in the License Agreement) in the event the License Agreement is terminated by Pierre Fabre
under Section 14.2(b) of the License Agreement.

14.5    Termination by Forest.Forest may terminate this Agreement at any time upon 120 days written notice
to Cypress in the event that Forest reasonably determines (including without limitation, based upon the interim or final results of any clinical study), after review and discussion with Cypress and
the Joint Development Committee, that the development program indicates issues of safety or efficacy that are likely to prevent or significantly delay the filing or approval of the NDA or to result in
labeling or indications which would significantly adversely affect the marketing of Licensed Product; provided that,upon providing such written notice
under this Section 14.5, Forest shall no longer be obligated to make any milestone payments for events that occur after the date of such notice and Forest agrees to assist Cypress in
facilitating the transition of activities being conducted under this Agreement to Cypress or any Third Party that is designated by Cypress and as soon as reasonably practicable, Forest shall transfer
or assign, as applicable, to Cypress all Forest Information and Forest Formulations and shall assign to Cypress all Patents Controlled by Forest related to Licensed Product, or, with respect to such
Forest Information, Forest Formulations and Patents that have applications other than to Licensed Product shall grant to Cypress a perpetual, fully-paid license.

14.6    Effect of ExpirationTermination; Surviving Obligations.



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14.7    Exercise of Right to Terminate.The use by either party hereto of a termination right provided for under
this Agreement shall not, in and of itself, give rise to the payment of damages or any other form of compensation or relief to the other party with respect thereto.

14.8    Damages; Relief.Termination of this Agreement shall not preclude any party from claiming any other
damages, compensation or relief that it may be entitled to upon such termination.

14.9    Bankruptcy Code.All licenses granted under this Agreement will be deemed licenses of rights to
intellectual property for purposes of Section 365(n) of the U.S. Bankruptcy Code and a licensee under this Agreement will retain and may fully exercise all of its rights and elections under the
U.S. Bankruptcy Code.

15.INDEMNIFICATION

15.1    Indemnification.



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15.2    Control of Defense.In the event a party seeks indemnification under Section 15.1, it shall inform
the other party (the "Indemnifying Party") of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the
Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the
expense of the Indemnifying Party) in the defense of the claim.

15.3    Insurance.



16.DISPUTE RESOLUTION; ARBITRATION

16.1    Dispute Resolution.Any dispute arising under or relating to the parties rights and obligations under this
Agreement (other than with regard to matters to be decided under Section 5.4(c), Patent matters or any decision of the Joint Development Committee) will be referred to the Chief Executive
Officer of Cypress and the Chief Executive Officer of Forest, or the Chief Executive Officer of any Affiliate of Forest that is primarily responsible for the activities of Forest under this Agreement,
as directed by Forest, for resolution. In the event the two Chief Executive Officers are unable to resolve such dispute within 30 days or such dispute being referred to the officers, the
dispute shall be subject to arbitration, as provided in Section 16.2.

16.2    Arbitration.



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17.CHANGE IN CONTROL

17.1    Change in Control Not Approved by the Board.In the event of a Change in Control of Forest or Cypress that
was not approved by the applicable Board of Directors in place immediately prior to the Change in Control, (i) with respect to such a Change in Control of Forest, Cypress shall have the option
to elect to terminate this Agreement upon the payment to Forest of the fair market value of the rights being terminated, as determined based on an independent evaluation by a Third Party that is
experienced in the evaluation of pharmaceutical products and (ii) with respect to such a Change in Control of Cypress (excluding an such transaction in which Forest is a party), Forest shall
have the right to terminate Cypress' Promotion Rights and rights to participate with Forest in the Joint
Development Committee, the Steering Committee and the Working Group, but shall continue to pay Cypress the payments required under this Agreement.

17.2    Change in Control Approved by the Board.In the event of a Change in Control of Forest or Cypress that was
approved by the applicable Board of Directors in place immediately prior to such Change in Control, (a) the same rights stated in Section 17.1 shall apply only if [...***...]with respect

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to
the surviving entity resulting from such Change in Control, unless the surviving entity intends to cure such[...***...]within 12 months from the date of the Change in Control, as stated in writing, and does cure such[...***...]within the
12 month period, and (b) with respect to such a Change in Control of Cypress, any decisions regarding the development of licensed product shall thereafter be made by Forest.

18.GENERAL PROVISIONS

18.1    Standstill.During the License Term (the"Standstill
Period"), subject to the terms of the Equity Issuance Agreement, a party will not, in any manner, directly or indirectly:



18.2    Governing Law.This Agreement shall be governed by, and construed and enforced in accordance with, the laws
of the State of New York excluding its conflicts of laws principles.

18.3    Entire Agreement; Modification.This Agreement is both a final expression of the parties' agreement and a
complete and exclusive statement with respect to all of its terms. The Exhibits referred to in this Agreement are incorporated herein and made a part of this Agreement by this reference. This
Agreement together with the Letter Agreement supersedes all prior and contemporaneous agreements and communications, whether oral, written or otherwise, concerning any and all matters contained
herein. No rights or licenses with respect to any intellectual property of either party are granted or deemed granted hereunder or in connection herewith, other than those rights expressly granted in
this Agreement. No trade customs, courses of dealing or courses of performance by the parties shall be relevant to modify, supplement or explain any term(s) used in this Agreement. This Agreement may
not be modified or supplemented by any purchase order, change

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order,
acknowledgment, order acceptance, standard terms of sale, invoice or the like. This Agreement may only be modified or supplemented in a writing expressly stated for such purpose and signed by
the parties to this Agreement.

18.4    Relationship Between the Parties.The parties' relationship, as established by this Agreement, is solely
that of independent contractors. This Agreement does not create any partnership, joint venture or similar business relationship between the parties. Neither party is a legal representative of the
other party, and neither party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.

18.5    Non-Waiver.The failure of a party to insist upon strict performance of any provision of this
Agreement or to exercise any right arising out of this Agreement shall neither impair that provision or right nor constitute a waiver of that provision or right, in whole or in part, in that instance
or in any other instance. Any waiver by a party of a particular provision or right shall be in writing, shall be as to a particular matter and, if applicable, for a particular period of time and shall
be signed by such party.

18.6    Limitation of Damages.Except for amounts payable (i) due to infringement or misappropriation claims
related to any intellectual property covered by this Agreement, (ii) under Section 13, and (iii) or pursuant to Section 15.1, neither party shall be liable to the other
party for special, consequential or incidental damages in connection with this Agreement or any license granted hereunder.

18.7    Assignment.Except as expressly provided hereunder, neither this Agreement nor any rights or obligations
hereunder may be assigned or otherwise transferred by either party without the prior written consent of the other party (which consent shall not be unreasonably withheld); provided, however,that either
party may assign this Agreement and its rights and obligations hereunder without the other party's consent in connection
with the transfer or sale of all or substantially all of the business of such party to which this Agreement relates to a Third Party, whether by merger, sale of stock, sale of assets or otherwise. In
the event of such transaction, however, intellectual property rights of the acquiring party to such transaction (if other than one of the parties to this Agreement) shall not be included in the
technology licensed hereunder. The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties. Any
assignment not in accordance with this Agreement shall be void.

18.8    No Third Party Beneficiaries.This Agreement is neither expressly nor impliedly made for the benefit of any
party other than those executing it;provided thatthe parties acknowledge and agree that Pierre Fabre is intended to be a Third Party beneficiary of
all provisions in this Agreement specifically referring to Pierre Fabre or obligations applicable to any sublicensee of Cypress under the License Agreement, including without limitation, the
provisions of Sections 5.1, 5.3, 5.4, 6.4(b), 7.1, 7.2, 7.3, 8, 10, 11.1, 11.4(b), 15.1(b) and this Section 18.8.

18.9    Severability.If, for any reason, any part of this Agreement is adjudicated invalid, unenforceable or
illegal by a court of competent jurisdiction, such adjudication shall not affect or impair, in whole or in part, the validity, enforceability or legality of any remaining portions of this Agreement.
All remaining portions shall remain in full force and effect as if the original Agreement had been executed without the invalidated, unenforceable or illegal part.

18.10    Notices.Any notice to be given under this Agreement must be in writing and delivered either in person, by
any method of mail (postage prepaid) requiring return receipt, or by overnight courier or facsimile confirmed thereafter by any of the foregoing, to the party to be notified at its address(es) given
below, or at any address such party has previously designated by prior written notice to the other. Notice shall be deemed sufficiently given for all purposes upon the earlier of: (a) the date
of actual receipt; (b) if mailed, three calendar days after the date of postmark; or (c) if delivered by

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overnight
courier or by facsimile, the next business day the overnight courier regularly makes deliveries or on the day after the facsimile has been sent.



18.13    Force Majeure.Except for the obligation to make payment when due, each party shall be excused from
liability for the failure or delay in performance of any obligation under this Agreement by reason of any event beyond such party's reasonable control including but not limited to Acts of God, fire,
flood, explosion, earthquake, or other natural forces, war, civil unrest, accident, destruction or other casualty, any lack or failure of transportation facilities, any lack or failure of supply of
raw

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materials,
any strike or labor disturbance, or any other event similar to those enumerated above. Such excuse from liability shall be effective only to the extent and duration of the event(s) causing
the failure or delay in performance and provided that the party has not caused such event(s) to occur. Notice of a party's failure or delay in performance due to force majeure must be given to the
other party within 10 calendar days after its occurrence. All delivery dates under this Agreement that have been affected by force majeure shall be tolled for the duration of such force majeure. In no
event shall any party be required to prevent or settle any labor disturbance or dispute. Notwithstanding the foregoing, should the event(s) of force majeure suffered by a party extend beyond a three
month period, the other party may then terminate this Agreement by written notice to the non-performing party, with the consequences of such termination as set forth in Sections 14.6, 14.7
and 14.8.

18.14    Legal Fees.If any party to this Agreement resorts to any legal action in connection with this Agreement,
subject to Section 16.2(c), the prevailing party shall be entitled to recover reasonable fees of attorneys and other professionals in addition to all court costs which that party may incur as a
result.

18.15    Interpretation.



18.16    Counterparts.This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original document, and all of which, together with this writing, shall be deemed one instrument.

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

|FOREST LABORATORIES IRELAND LIMITED |                         | CYPRESS BIOSCIENCE, INC.
|----------------------------------- | ----------------------- | ------------------------
|                                    |                         |                         
|By:                                 | /s/RAYMOND STAFFORD     |                         
|Name:                               | Raymond Stafford        |                         
|Title:                              | Chief Executive Officer |                         

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EXHIBIT A        Development Plan

[...***...]

* Confidential Treatment Requested

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EXHIBIT B        Licensed Know-How

[...***...]

* Confidential Treatment Requested

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EXHIBIT C        Patents Held by Cypress



[...***...]

* Confidential Treatment Requested

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Pierre Fabre Patents

I°- US Patents

Process Patent

Ref: US 5 034 541
                Applied December 27, 1989
                Granted June 23, 1991
                Terminates on December 27, 2009

S.R. Formulation

Ref: 09/254 014
                Applied August 26, 1997
                Notice of Allowance
Terminations on August 26, 2017

II°- Canadian Patents

Process Patent

Ref: no 1 266 486
                Applied: April 23, 1986
                Granted March 3, 1990
                Terminates: March 6, 2007

Ref:
no 2 006 464
                Applied:: December 21, 1989
                Granted: June 15, 1999
                Terminates: December 21, 2009

SR Formulation Patent



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EXHIBIT D        Example of Milestone Payment  Under Section 6.3(a)

[...***...]

* Confidential Treatment Requested

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EXHIBIT E        Schedule of Costs for Cypress Sales Force

[...***...]

* Confidential Treatment Requested

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