Exhibit 10.23

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

THIRD RESTATED LICENSE AGREEMENT

THIS THIRD RESTATED LICENSE AGREEMENT(this "Agreement") is
entered into as of January 9, 2004 (the"Restatement 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, United States of America ("Cypress"). This Agreement amends and restates in its entirety the Second
Restated License Agreement between Pierre Fabre and Cypress dated May 30, 2003 (the"Prior Agreement").

RECITALS

WHEREAS,Pierre Fabre owns or controls certain patents and valuable know-how related to the compound
Milnacipran (as defined below) and the Licensed Product (as defined below) in the form of an IR Formulation (as defined below) and a SR Formulation (as defined below) that Cypress has licensed from
Pierre Fabre;

WHEREAS,Pierre Fabre has developed Milnacipran for the treatment of depression and currently markets the IR Formulation itself or through
licensees for the treatment of depression in certain territories outside the United States;

WHEREAS,under the Prior Agreement, Pierre Fabre has granted Cypress an exclusive license, with the right to sub-license under
the conditions described in Section 2.1(b) of the Prior Agreement, to develop, register, distribute, sell, offer for sale, have sold and import the Licensed Product in the Licensed Territory
(as defined below) in the Field (as defined below);

WHEREAS,Cypress desires, concurrently with entering into this Agreement, to enter into a Collaboration Agreement (as defined below) with
Forest (as defined below) granting Forest an exclusive sub-license to develop, register, use, distribute, sell, offer for sale, have sold and import Licensed Product in the Field in the
United States of America, its territories and possessions, with an option to extend the territory to Canada;

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; and

WHEREAS,as of the Restatement Date, Cypress and Pierre Fabre have also entered into a First Restated Trademark License Agreement,
pursuant to which Pierre Fabre has granted to Cypress a license to certain trademarks, and a Purchase and Supply Agreement, pursuant to which Pierre Fabre will supply API (as defined below) to Cypress
and its sub-licensees.

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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

1.1"Action"shall have the meaning set forth in Section 15.1(a).

1.2"Administrator"shall have the meaning set forth in
Section 4.2(b)(iv).

1.3"AE"shall have the meaning set forth in Section 8.1.

1.4"Affiliate"shall mean any company or entity
controlled by, controlling, or under common control with a party hereto. For this purpose, the term "control" shall mean the direct or indirect
ownership of fifty percent (50%) of the voting stock of that corporation, or in the absence of ownership of at least fifty percent (50%) of the voting stock of that corporation, the power, directly or
indirectly to cause the direction of the management and policies of such corporation.

1.5"ANDA"shall mean an Abbreviated New Drug Application filed with the FDA
(as more fully defined in 21 USC. §355(j)), or the equivalent application filed with any equivalent agency or governmental authority outside the United States (including any supra-national
agency such as in the European Union) requiring such filing.

1.6"ANDA Proceeding"shall have the meaning set forth in
Section 11.4(b).

1.7"Answer"shall have the meaning set forth in Section 16.2(c).

1.8"API"shall mean the active pharmaceutical ingredient Milnacipran
contained in the Licensed Product.

1.9"Bulk Licensed Product"shall mean the Licensed Product in final dosage
form using Pierre Fabre's formulation or any Cypress Formulation or any Forest Formulation.

1.10"Change in Control"shall mean (i) a sale, lease or other
disposition of all or substantially all of the assets of Cypress; (ii) a merger or consolidation of Cypress in which the holders of Cypress' outstanding voting stock immediately prior to such
transaction own, immediately after such transaction, securities representing less than 50% of the voting power of Cypress or Cypress' parent or, if Cypress is not the surviving entity, any other
entity surviving such transaction or the surviving entity's parent; or (iii) an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), or any comparable successor provisions (excluding any employee benefit plan, or related
trust, sponsored or maintained by Cypress or any entity controlled by Cypress) of the beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of Cypress representing at least 50% of the combined voting power entitled to vote in the
election of Directors; provided, however, that clause (ii) of this Section 16.8(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of Cypress or
the name of Cypress.

1.11"Claimant"shall have the meaning set forth in Section 16.2(b).

1.12"Collaboration Agreement"shall mean that certain License and
Collaboration Agreement between Cypress and Forest, dated as of the Restatement Date, a copy of which has been provided to Pierre Fabre, as may be amended, modified or restated from time to time,
pursuant to which, among other things, Cypress has granted to Forest a sub-license to the Licensed Technology and the Trademarks.

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1.13"Commencement of Phase II or Phase III Clinical Trials"shall mean the
date on which the first patient is enrolled for the applicable clinical trial.

1.14"Commercially Reasonable Efforts"shall mean that the parties shall
conform to the standards of diligence customary in the pharmaceutical industry with respect to compounds having commercial potential comparable to Milnacipran in fulfilling their applicable
obligations under this Agreement with regard to research, development, use, distribution, sale or promotion, or otherwise.

1.15"Confidential Information"shall have the meaning set forth in
Section 13.1.

1.16"Control"shall mean, with respect to any Information or intellectual
property right, possession by a party of the ability (whether by ownership, license or otherwise, other than any license granted under this Agreement) to grant access, a license or
sub-license to such Information or intellectual property right as provided for herein without violating the terms of any agreement or other arrangement with any Third Party as of the time
such party would first be required hereunder to grant the other party such access, license or sub-license, or at any other time during the term of such access, license or
sub-license.

1.17"Cypress Formulations"shall mean all new formulations of the Licensed
Product developed or acquired by or for Cypress (which includes new formulations of the Licensed Product developed by Third Parties for Cypress), its Affiliates and permitted sub-licensees
other than the
existing IR Formulation and the SR Formulation that have been developed by Pierre Fabre prior to the Effective Date, excluding however any minor improvements thereto.

1.18"Cypress Formulation Patents"shall mean all Patents Controlled by
Cypress or its Affiliates that claim any Cypress Information developed using a Cypress Formulation and are necessary or useful for the development, manufacture, commercialization or use of Milnacipran
and any Cypress Formulations in the Rest of the World. The Cypress Formulation Patents exclude any Cypress Patents.

1.19"Cypress Indemnitees"shall have the meaning set forth in
Section 15.1(b).

1.20"Cypress Information"shall mean all data and Information developed or
acquired by or for Cypress, its Affiliates and permitted sub-licensees and used by Cypress, its Affiliates and sub-licensees in filing for any Regulatory Approvals for the
Licensed Products and marketing the Licensed Product in the Licensed Territory. Cypress Information excludes Cypress Patents and Cypress Formulation Patents.

1.21"Cypress Patents"shall mean all Patents Controlled by Cypress or its
Affiliates that claim any Cypress Information developed using the IR Formulation or the SR Formulation and are necessary or useful for the development, manufacture, commercialization or use of
Milnacipran and the Cypress Product in the Rest of the World. The Cypress Patents include, without limitation, the Patents set forth onExhibit Dhereto and made a part hereof. The Cypress Patents exclude any Cypress Formulation Patents.

1.22"Cypress Product"shall mean any product containing Milnacipran as an
active ingredient, in any formulation and through any mode of administration, that incorporates or uses the Licensed Technology or any Cypress Information developed using the IR Formulation or the SR
Formulation or the manufacture, use or sale of which is within the scope of any claim of the Cypress Patents.

1.23"Date of First Commercial Sale"shall mean the actual date of first
commercial sale of a Licensed Product in the Licensed Territory.

1.24"Development Plan"shall mean the development plan relating to the
development of the Licensed Product in the Field in effect as of the Restatement Date (a copy of which has been provided to Pierre Fabre), subject to Steering Committee review and discussion pursuant
to Section 9.2(b) and as may be amended from time to time by Cypress.

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1.25"Early Termination"shall have the meaning set forth in
Section 14.3(b).

1.26"Effective Date"shall mean August 1, 2001.

1.27"Estimated Date of First Commercial Sale"shall mean the estimated Date
of First Commercial Sale of a Licensed Product in the Licensed Territory, as may be established from time to time by Cypress pursuant to the Supply Agreement.

1.28"Exclusive Period"shall mean the period beginning upon the Restatement
Date and ending five years after first commercial sale of a Licensed Product in the Licensed Territory.

1.29"FDA"shall mean the United States Food and Drug Administration.

1.30"Field"shall mean any and all indications.

1.31"Finished Licensed Product"shall mean the Licensed Product in final
dosage form including final packaging and ready for use by the ultimate consumer.

1.32"Fiscal Year"shall have the meaning set forth in Section 5.3(a).

1.33"FMS"shall mean the prevention and treatment of fibromyalgia syndrome.

1.34"Forest"shall mean Forest Laboratories Ireland Limited, an Irish
corporation and a wholly owned subsidiary of Forest Laboratories, Inc., a Delaware corporation.

1.35"Forest Formulation"shall have the meaning set forth in
Section 4.1 of the Letter Agreement.

1.36"Forest Product"shall have the meaning set forth in
Section 5.4(c).

1.37"Generic Product"shall have the meaning set forth in
Section 2.2.

1.38"ICC"shall have the meaning set forth in Section 16.2(a).

1.39"IND"shall mean an Investigational New Drug Application filed with the
FDA, or the equivalent application or filing necessary to commence human clinical trials in another country or other jurisdiction, as applicable.

1.40"IND Clearance Date"shall mean January 2, 2002.

1.41"Indemnified Party"shall have the meaning set forth in
Section 15.2(a).

1.42"Indemnifying Party"shall have the meaning set forth in
Section 15.2(a).

1.43"Information"shall mean all tangible and intangible
(a) techniques, technology, practices, trade secrets, inventions (whether or not patentable), methods, manufacturing processes, knowledge, know-how, skill, experience, test data and
results (including pharmacological, toxicological and clinical test and safety data and results), analytical and quality control data, results or descriptions and software, (b) compounds,
compositions of matter, cells, cell lines, assays, and physical, biological or chemical material, and (c) marketing data, including clinical studies designed to support promotional efforts, in
each case, relating to API or to the Licensed Product in any indication.

1.44"Letter Agreement"shall mean the agreement to be entered into among
Pierre Fabre, Cypress and Forest as of the Restatement Date, as may be amended.

1.45"License Term"shall have the meaning set forth in Section 14.1.

1.46"Licensed Product"shall mean any product (including a Cypress Product
or product containing a Cypress Formulation or a Forest Formulation) containing Milnacipran as an active ingredient, in any formulation and through any mode of administration, that incorporates or
uses the Licensed Technology or the manufacture, use or sale of which Licensed Product is otherwise within the

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scope
of any claim of the Pierre Fabre Patents. The Licensed Product includes the following formulations developed by Pierre Fabre prior to the Effective Date:



1.47"Licensed Product Shortfall"shall have the meaning set forth in
Section 5.3(b)(ii).

1.48"Licensed Technology"shall mean the Pierre Fabre Patents and the Pierre
Fabre Know-How.

1.49"Licensed Territory"shall mean the United States of America, its
territories and possessions and Canada.

1.50"Losses" shall have the meaning set forth in Section 15.1(a).

1.51"Manufacturing Know-How"shall mean all data, Information
and know-how in the possession of Pierre Fabre prior to the Effective Date or developed or acquired by or for Pierre Fabre during the License Term relating to the manufacture of the API.

1.52"Marketing Plan"shall have the meaning set forth in Section 5.2.

1.53"Maximum Sub-licensee Payment Amount"shall mean any and all
payments made by Cypress to Pierre Fabre in respect of Sub-licensee Payments pursuant to Section 6.5 up to and including $7,500,000 in the aggregate.

1.54"Milnacipran"shall mean the substance known as milnacipran (INN), which
expressly excludes any analogs, derivatives and enantiomers of milnacipran (INN).

1.55"Minimums"shall have the meaning set forth in Section 5.3(b)(i).

1.56"NDA"shall mean a New Drug Application and all amendments and
supplements thereto filed with the FDA (as more fully defined in 21 C.F.R. 314.5 et seq.), or the equivalent application filed with any equivalent agency or governmental authority outside the United
States (including any supra-national agency such as in the European Union) requiring such filing, including all documents, data and other information concerning a pharmaceutical product that are
necessary for gaining Regulatory Approval to market and sell such pharmaceutical product.

1.57"Negotiation Period"shall have the meaning set forth in
Section 2.1(b).

1.58"Net Sales"shall, for the applicable period, mean the amount equal to
the total units invoiced by Pierre Fabre or Cypress, as applicable, or their respective Affiliates or sub-licensees to a Third Party which is not an Affiliate or sub-licensee
of the selling party at the actual Net Selling Price.

1.59"Net Selling Price"shall, for the applicable period, mean on a country
by country basis the price invoiced by Pierre Fabre or Cypress, as applicable, or their respective Affiliates or sub-licensees to a Third Party which is not an Affiliate or
sub-licensee of the selling party (unless such Affiliate or sub-licensee is the final user of and does not further sell such product, in which case the amount billed therefor
shall be deemed to be the amount that would be billed to a Third Party in an arm's-length transaction) for sales of any Licensed Product to such Third Parties less the following items, as allocable to
such Licensed Product: (i) trade discounts, credits or allowances, including without limitation, discounts provided by means of chargebacks, rebates and administrative fees charged by customers
or health care organizations determined based upon sales, (ii) credits or allowances additionally granted upon returns, rejections or recalls (except where any such recall arises out of Pierre
Fabre's or Cypress' or its Affiliate's or sub-licensee's gross negligence, willful misconduct or fraud), (iii) freight, shipping and insurance charges, (iv) taxes, duties or
other governmental tariffs

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(other
than income taxes) and (v) rebates, discounts or other payments on sales of Licensed Product that are mandated by the government.

1.60"New Salts"shall mean any variant of the hydrochloride salt form of
Milnacipran resulting from the chemical substitution of the chloride counterion.

1.61"Option Period"shall have the meaning set forth in Section 4.4.

1.62"Original Notice"shall have the meaning set forth in
Section 2.1(b).

1.63"Patent"shall mean (a) valid and enforceable patents,
re-examinations, reissues, renewals, confirmations, extensions (including supplemental protection certificates) and term restorations, and (b) pending applications for patents,
including, without limitation, continuations, continuations-in-part, provisionals, divisionals and substitute applications, including, without limitation, inventors'
certificates.

1.64"Phase II Clinical Trials"shall mean those trials on sufficient numbers
of patients that are designed to establish the safety and biological activity of a drug for its intended use, and to define warnings, precautions and adverse reactions that are associated with the
drug in the dosage range to be prescribed, as further defined in Federal Regulation 21 C.F.R. 312.21.

1.65"Phase III Clinical Trials"shall mean those trials on sufficient
numbers of patients that are designed to establish that a drug is safe and efficacious for its intended use, and to define warnings, precautions and adverse reactions that are associated with the drug
in the dosage range to be
prescribed, and supporting Regulatory Approval of such drug or label expansion of such drug, as further defined in Federal Regulation 21 C.F.R. 312.21.

1.66"Pierre Fabre[...***...]"shall mean the [...***...]Milnacipran[...***...]referred to by
Pierre Fabre as[...***...].

1.67"Pierre Fabre Indemnitees"shall have the meaning set forth in
Section 15.1(a).

1.68"Pierre Fabre Know-How"shall mean Information that is
Controlled by Pierre Fabre or its Affiliates that is not covered by the Pierre Fabre Patents but is related to the API or the Licensed Product. The Pierre Fabre Know-How includes, without
limitation, the Information described onExhibit A. Pierre Fabre Know-How shall exclude Manufacturing Know-How, subject
to the terms of the Supply Agreement.

1.69"Pierre Fabre Patents"shall mean all Patents Controlled by Pierre Fabre
or any of its Affiliates that are necessary or useful for the development, manufacture, commercialization or use of Milnacipran and the Licensed Product in the Licensed Territory. The Pierre Fabre
Patents include, without limitation, the Patents set forth onExhibit B.

1.70"Regulatory Approval"shall mean any and all approvals (including price
and reimbursement approvals), licenses, registrations, or authorizations of health/regulatory authorities or any country, federal, state or local regulatory agency, department, bureau or other
government entity that is legally required or necessary from an economic point of view for the manufacture, use, storage, import, transport and/or sale of a Licensed Product in such jurisdiction.

1.71"Rest of the World"shall mean the entire world excluding the Licensed
Territory.

1.72"Respondent"shall have the meaning set forth in Section 16.2(b).

1.73"Request"shall have the meaning set forth in Section 16.2(b).

1.74"Rules"shall have the meaning set forth in Section 16.2(a).

1.75"Sales Forecasts"shall have the meaning set forth in
Section 5.3(a).

1.76"Selection Criteria"shall mean the criteria set forth on Exhibit E.

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1.77"SNRI product"shall mean any serotonin norepinephrine reuptake
inhibitor product, meaning an agent whose sole mode of action (including major metabolites) is through the selective reuptake inhibition of the two monoamines, serotonin (5-HT) and
norepinephrine (NA). The sole mode of action means a low binding affinity (>1000nM) on standard assays for dopamine D1- and D2 class receptors; serotonergic 1, 2, and 3 class receptors;
adrenergic alpha and beta receptors; cholinergic nicotinic and muscarinic receptors; glutamatergic AMPA, Kainate, NMDA, and metabotropic receptors; histaminegic 1- and 2-class
receptors; MU-, kappa-, delta-opioid receptors; Orphanin (ORL1) receptors; Neurokinin (NK1, NK2, NK3) receptors; Neuropeptide Y receptors; Sigma (sigma-1, sigma-2)
receptors; Vanilloid receptors; Adenosine A1 receptors; Calcitonin gene-related peptide (CGRP) receptor; Cannabinoid (CB1, CB2) receptors; Cholecystokinin (CCK1, CCK2) receptors;
Nerotensin receptors; Voltage-gated calcium channels (N-, P/Q-, L-, T-type); Voltage-gated sodium channels; Bradykinin (B1, B2) receptors;
GABA-A, GABA-B receptors; Galanin (GAL1, GAL2) receptors; Neuropeptide FF receptors; Melanocortin (MC1, MC3, MC4, MC5) receptors; Prostanoid (EP1) receptors; Endothelin (ETA,
ETB) receptors; and Prostanoid (TXA2) receptors. The agent should also not effect MAO-A andB enzyme activity. The IC50 or KI ofin
vitroreuptake inhibition for NA and 5-HT must be both <1000nM, while the selectivity ratio for 5-HT and NA (i.e., IC50 or KI of
5-HTin vitroreuptake inhibition divided by that of NA) must range between 0.2 and 5. Similarly, the IC50 of KI of in vitroreuptake inhibition for
dopamine must be >1000 nM, with a selectivity ratio for dopamine vs. NA or 5-HT of >50. Finally, the agent
must not effect the release of the amines, including 5-HT, NA and dopamine.

1.78"Steering Committee"shall have the meaning set forth in
Section 9.1.

1.79"Stub Year"shall have the meaning set forth in Section 5.3(a).

1.80"Sub-licensee Payments"shall mean any license fees, other
license payments or milestone payments received by Cypress or any of its Affiliates from any sub-licensee with respect to the Licensed Product, but excluding any amounts received from such
sub-licensee (a) as royalty payments, (b) as payments for any research and development funding, (c) for securities of Cypress issued to such sub-licensee
or (d) as a bona fide loan.

1.81"Supply Agreement"shall mean the Purchase and Supply Agreement between
Cypress and Pierre Fabre, dated as of the Restatement Date, as may be amended, modified or restated from time to time.

1.82"Third Party"shall mean any entity other than Cypress or Pierre Fabre
or an Affiliate of Cypress or Pierre Fabre.

1.83"Trademark License Agreement"shall mean the First Restated Trademark
License Agreement between Cypress and Pierre Fabre, dated as of the Restatement Date, as may be amended, modified or restated from time to time.

1.84"Trademarks"shall have the meaning set forth in the Trademark License
Agreement.

1.85"Transfer Price"shall have the meaning set forth in the Supply
Agreement.

1.86"Valid Claim"shall mean (a) a claim of an issued Patent included
within the Cypress Patents or the Cypress Formulation Patents, which has not (i) expired or been canceled, (ii) been declared invalid by an unreversed and unappealable decision of a
court or other appropriate body of competent jurisdiction, (iii) been admitted to be invalid or unenforceable through reissue, disclaimer or otherwise, or (iv) been abandoned, or
(b) a claim under a pending application for a Patent under the Cypress Patents or the Cypress Formulation Patents.

2.LICENSE GRANTS

2.1    License Grant by Pierre Fabre.

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2.2    Right to Commercialize Generic Licensed Product.Subject to the terms and conditions of this Agreement and
the Trademark License Agreement, Cypress or Forest may, under the license granted in Section 2.1, 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 any time after [...***...]Cypress will promptly send to Pierre Fabre
[...***...]and will notify Pierre Fabre promptly in writing in the event that Cypress or Forest decides to use, distribute,
sell, offer for sale, have sold or import Licensed Product as a Generic Product in such country of the Licensed Territory, as contemplated by this Section 2.2.

2.3    Right regarding [...***...].Notwithstanding the definition of Field and the terms
of Section 2.1, as of the Restatement Date, Cypress acknowledges that neither it nor Forest or any of Forest's Affiliates has [...***...]. Should, at any time during the License Term, Cypress, its
Affiliates or sub-licensees [...***...]Cypress shall first consult and discuss in good faith with Pierre Fabre, the strategy to be implemented, including
appropriate intellectual property protection,[...***...]

2.4    Rights Retained by Pierre Fabre.Except as expressly provided in this Agreement, Pierre Fabre shall retain,
without limitation, the following rights:



3.DEVELOPMENT AND REGISTRATION

3.1    Development Activities.Cypress shall use Commercially Reasonable Efforts to develop the Licensed Product in
the United States and if determined appropriate by Cypress or Forest, Canada, at its own expense, in accordance with the Development Plan. Cypress shall also use Commercially Reasonable Efforts to
develop the Licensed Product in FMS in the United States in accordance with the Development Plan, which will include, without limitation, Commercially Reasonable Efforts to commence Phase II Clinical
Trials of Licensed Product in FMS in the United States, to commence Phase III Clinical Trials of Licensed Product in FMS in the United States and to file an NDA for Licensed Product in FMS in the
United States and, if determined appropriate by Cypress or Forest after review by the Steering Committee as contemplated in Section 9.2, Canada, within [...***...]following the Restatement Date,
which timeline shall be subject to adjustment based upon FDA requirements and the
formulation of Licensed Product developed. The Development Plan may be amended by Cypress and, if applicable, its sub-licensees.

3.2    Transfer of all INDs in Extended Territory.If the Licensed Territory is extended pursuant to
Section 2.4, Pierre Fabre will promptly transfer to Cypress, all INDs for Milnacipran, if any, filed by Pierre Fabre with respect to the applicable indication within the Field in any other
countries in the Licensed Territory as requested by Cypress.

3.3    Registration Activities.In conducting registration activities, Cypress shall use Commercially Reasonable
Efforts to obtain 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

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contemplated
in Section 9.2, Canada;provided, however,that the parties acknowledge that such Regulatory Approvals may not be granted. Cypress
shall also keep Pierre Fabre fully informed of the registration process through the Steering Committee and upon request of Pierre Fabre, shall allow Pierre Fabre representatives to participate in
substantive meetings with the health/regulatory authorities of the Licensed Territory, if permitted by such health/regulatory authorities.

3.4    Pre-marketing Activities.During the development of the Licensed Product and until Cypress
commences commercialization of the Licensed Product in the Field, Cypress shall conduct pre-marketing activities as determined by Cypress after review by the Steering Committee as
contemplated in Section 9.2, and use Commercially Reasonable Efforts to successfully launch the Licensed Product in the Licensed Territory.

3.5    Employee of Pierre Fabre.Pierre Fabre may delegate one of its employees to work at Cypress' offices for as
long as mutually agreeable between Cypress and Pierre Fabre. Such employee shall be integrated into the Cypress team responsible for development of the Licensed Product, and involved in coordination
of the development and registration activities between Pierre Fabre and Cypress for the Licensed Product. Cypress and Pierre Fabre shall mutually determine the nature and scope of the work to be
accomplished by such employee, and such employee shall be subject to periodic performance evaluations to be made jointly by Cypress and Pierre Fabre. All costs in connection with the
employment of such employee, including, without limitation, salary (including all payroll tax withholdings), fringe benefits (including medical, dental, life, disability, workers' compensation or
other insurance coverage provided by Pierre Fabre), all employment-related taxes, costs incurred in obtaining a work visa, if necessary, and any other costs incident to such employee's employment,
will be directly paid by Pierre Fabre. Cypress will provide office space and job-related equipment for such employee and such employee shall agree to be subject to Cypress' standard
policies and procedures while at Cypress' facilities.

4.RIGHT TO USE AND LICENSE CERTAIN INFORMATION AND PATENTS

4.1    Access to Information and Patents.Cypress Information derived from Cypress and its Affiliates' or permitted
sub-licensees' development, marketing and other permitted activities under and during the License Term with respect to the Licensed Product and all intellectual property rights in
connection therewith, if any, including, without limitation, Cypress Patents shall be the sole property of Cypress or of its Affiliates or sub-licensees. Cypress shall, through the
Steering Committee pursuant to Section 9.2 and as provided in Section 11.2, regularly provide Pierre Fabre with up-dated information regarding Cypress Information, Cypress
Formulations, Cypress Patents, Cypress Formulation Patents and development of New Salts. In addition, to the extent that Cypress deems necessary, it will facilitate any discussions between Pierre
Fabre and any sub-licensee.

4.2    License Grant by Cypress on Cypress Product.



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4.3    Cypress Proprietary Formulations.Pierre Fabre agrees that the license granted to Cypress pursuant to
Section 2.1 provides Cypress and its sub-licensees with the right to develop and commercialize Cypress Formulations. Cypress, or its sub-licensee if Cypress grants such
right to such sub-licensee, shall have the right to decide which formulation of Licensed Product to develop and commercialize in the Licensed Territory, based on the Selection Criteria. In
the event that Cypress or any of its sub-licensees decides to develop any Cypress Formulation, rather than the IR Formulation or SR Formulation, based on the Selection Criteria, Cypress
will then notify Pierre Fabre of such Cypress Formulation(s), and the parties will negotiate in good faith the grant by Cypress of an exclusive license under the Cypress Formulation Patents to Pierre
Fabre, its Affiliates and sub-licensees to register, market and sell such Cypress Formulation(s) for the Rest of the World on commercially reasonable terms, provided thatthe royalty to be paid by
Pierre Fabre in consideration of the rights granted in Section 4.2 shall be included in the
overall economic discussion. Cypress or its Affiliates or sub-licensees will own and control any intellectual property claiming Cypress Formulations, including, without limitation, the
Cypress Formulation Patents.

4.4    New Salts.Pierre Fabre agrees that the license granted to Cypress pursuant to Section 2.1 includes
the right for Cypress and its sub-licensees to develop and commercialize New Salts. In the event that Cypress decides to develop any New Salts, Cypress will then notify Pierre Fabre of
such New Salts and beginning on the date of such notification and ending[...***...](the"Option
Period"), Cypress will grant to Pierre Fabre an exclusive option to license such New Salts. During the Option Period, the parties will negotiate in good faith the terms and
conditions of the grant by Cypress of an exclusive license to Pierre Fabre, its Affiliates and sub-licensees to register, market and sell such New Salts under the applicable Patents
Controlled by Cypress for the Rest of the World on commercially reasonable terms. Cypress or its Affiliates or sub-licensees will own and control any intellectual property claiming any New
Salts. Cypress agrees to consult with Pierre Fabre regarding supply of New Salts.

5.TRADEMARKSMARKETING; SALES PROMOTION; LIMITATIONS

5.1    Trademarks; Trade dress Marking.In the Licensed Territory, the Licensed Product (other than a
non-branded Generic Product) will be sold by Cypress, its Affiliates and sub-licensees exclusively under the Trademarks under the terms and conditions of the Trademark License
Agreement. The Licensed Product (other than a non-branded Generic Product) will be marketed by Cypress and its permitted sub-licensees in the Licensed Territory under Cypress'
or Cypress sub-licensees' trade dress which shall include the notice "Licensed from PIERRE FABRE" in a legible manner on all packaging,
leaflets, documents, congress materials and generally in association with the reference to the Licensed Product and the Trademarks, so far as this is acceptable under applicable laws and regulations
in the

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Licensed
Territory. The terms and conditions of Pierre Fabre's use of the Trademarks in the Rest of the World shall be as provided in the Trademark Agreement.

5.2    Responsibility for Launch, Promoting and Distributing the Licensed Product.Cypress and its permitted
sub-licensees shall be solely responsible for the launch, promotion and distribution of the Licensed Product in the Licensed Territory, provided that the decision to launch the Licensed
Product in Canada shall be subject to the good faith business judgment of Cypress or Forest, after review by the Steering Committee as contemplated in Section 9.2. Cypress shall use or shall
cause its sub-licensee to use Commercially Reasonable Efforts to launch, register, promote and distribute Licensed Product in Canada, and if Cypress or its sub-licensee does
not do so, then Pierre Fabre may terminate this Agreement with respect to Canada pursuant to Section 14.2(a)(ii). All costs associated with the launch, promotion and distribution of the
Licensed Product shall be borne by Cypress and its permitted sub-licensees. The launch of the Licensed Product by Cypress or its permitted sub-licensee in the United States
shall take place within no
more than six months following NDA approval, including for this purpose, FDA approval of labeling and product launch promotional materials. No later than six months prior to the Estimated Date of
First Commercial Sale in the United States, Cypress or its sub-licensee shall prepare and submit to the Steering Committee for review and comments a rolling three-year
marketing and commercial plan for the Licensed Product in the Field in the Licensed Territory that will include its (1) marketing strategy, (2) Sales Forecasts, as described in
Section 5.3(a), and (3) Minimums, as described in Section 5.3(b) (the"Marketing Plan"). The Marketing Plan for each Fiscal Year
shall also include amounts budgeted for expenditures by Cypress or its sub-licensee on sales and sales management, physician promotion and medical education for Licensed Product in such
Fiscal Year and the aggregate number of detailing calls with respect to Licensed Product that are projected in such Fiscal Year. The Marketing Plan shall be updated on an annual Fiscal Year basis by
Cypress or its sub-licensee and delivered prior to the beginning of such Fiscal Year, and the updated Marketing Plan shall be reviewed by the Steering Committee as contemplated in
Section 9.2.

5.3    Sales Forecasts and Minimums.During the License Term, Cypress (itself or through its
sub-licensees) commits to procure sales, create a demand and continuously develop the sales of the Licensed Product in the Field in the Licensed Territory using Commercially Reasonable
Efforts.



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5.4    Limitations.



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6.UP FRONT FEES, MILESTONE AND ROYALTY PAYMENTS

6.1    Payments.As consideration for Pierre Fabre's entering into this Agreement with Cypress and for the rights
granted to Cypress on the Licensed Technology, Cypress shall pay to Pierre Fabre the up-front fees, milestone payments, royalty payments and other payments described in this
Section 6.

6.2    Up-Front Fees.Cypress shall pay to Pierre Fabre $750,000 within 15 days following the
Effective Date (Pierre Fabre acknowledges that is has received such payment). In addition, within 15 days following the IND Clearance Date, Cypress shall pay Pierre Fabre $750,000 (Pierre Fabre
acknowledges that is has received such payment). The up-front fees shall not be refundable to Cypress.

6.3    Milestone Payments.Within 15 days following the first occurrence of each of the events set forth
below, Cypress shall pay to Pierre Fabre the one-time milestone payments set forth below (whether such milestone is achieved by Cypress or by its sub-licensee):

Milestone Event

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

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

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

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

[...***...]


The
milestone payments shall not be refundable to Cypress.

6.4    Royalties.As further consideration for the rights and licenses hereby granted to Cypress in respect of the
Licensed Technology, Cypress shall pay Pierre Fabre the following royalty payments:



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6.5    Payment on Sub-Licensee Payments.If Cypress grants a sub-license to a Third Party
of the rights granted to Cypress under Section 2.1, Cypress agrees to pay to Pierre Fabre 5% of all Sub-licensee Payments;provided
that,any amount paid by Cypress to Pierre Fabre above the Maximum Sub-licensee Payment Amount shall be credited against subsequent milestone payments and/or
royalty payments owed by Cypress to Pierre Fabre under this Agreement and shall be carried forward to any subsequent years as applicable. Any amount owed and to be paid by Cypress to Pierre Fabre
under this Section 6.5 will be paid within 60 days from the end of each calendar quarter during which Cypress receives a Sub-licensee Payment, and shall be accompanied by a
reasonably detailed written report setting forth the amount of Sub-licensee Payments in respect of which such payment is being made;provided,
however,that no such report shall be required if the reports to be delivered pursuant to Section 10.1 adequately provide such information.

7.SUPPLY OF API

7.1    Supply by Pierre Fabre.Pierre Fabre agrees that it will manufacture and supply to Cypress and its
sub-licensees, and Cypress and its sub-licensees will purchase from Pierre Fabre, quantities of API on the terms and conditions set forth in the Supply Agreement.

7.2    Manufacture of the Licensed Product.



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8.ADVERSE EVENTS

8.1    Obligation to Provide Notice of Adverse Event.Pierre Fabre and Cypress shall keep each other informed on
all reports of adverse events of which it becomes aware, as described in this Section 8 and inExhibit C, regardless of the origin of such
reports (collectively,"AE"). The term "reports" shall include, without limitation, publications in
journals or other media.

8.2    Notice of Adverse Event.Reports on such AE which according to the informing party's careful professional
evaluation may negatively affect the efficacy versus toxicity of the Licensed Product or may have consequences regarding the Licensed Product information (e.g. labeling, data sheets, package inserts)
or may require immediate safety measures (such as special information/warnings to the medical profession, patients, authorities or withdrawal of the Licensed Product) shall be forwarded to the other
party hereof without delay after having become known. The same shall apply in case of reports on AE's being both serious and unexpected (i.e. not specified in the Licensed Product information).
Information on all other reported AE's shall be provided according to the procedure described inExhibit Chereto and made a part hereof.

8.3    Procedure for Providing Notice of Adverse Event.The informing party may, and is invited to give its
professional evaluation of such reports, in particular with regard to suspected causality, either together with such information or at a later date. The aforementioned information shall be addressed
to the individuals indicated in Section 6.2 ofExhibit C, or to such other address as may thereafter be provided by either party.

8.4    Meeting Regarding Adverse Events.In addition to the mutual exchange of AE information, via mail or telefax,
meetings will be held upon mutual agreement of the parties, for purposes of discussing AE issues such as regarding the mutual exchange of AE information as defined in mutually agreed procedures. An
agenda of any said meetings shall be forwarded by Pierre Fabre to Cypress one month prior to the date of such meetings. All reports to be provided by and to Cypress hereunder shall be in the English
language.

9.STEERING COMMITTEE

9.1    Establishment of Steering Committee.The parties have established a committee (the
"Steering Committee"), which shall perform the functions provided in this Section 9. The Steering Committee shall consist of four persons (or
such other even number of members as mutually agreed by the parties), with an equal number of members designated by each of Pierre Fabre and Cypress;provided
thatfor so long as Forest is a sub-licensee of the Licensed Technology, one or more of the Cypress representatives on the Steering Committee shall be an employee
of Forest or its Affiliate. Each Steering Committee member shall have experience appropriate for the activities to be conducted by the Steering Committee. The Steering Committee shall meet at such
times and such places as shall be determined from time to time by Pierre Fabre and Cypress, but in any event, not less than twice in each calendar year. Members of the Steering Committee may
participate in meetings of the Steering Committee in person or, if requested by either party, by telephone or video conference. A quorum for the conduct of business by the Steering Committee shall
consist of one member designated by Pierre Fabre and one member designated by Cypress. The members designated by Pierre Fabre shall collectively have one vote, and the members designated by Cypress
shall collectively have one vote. All actions and decisions by the Steering Committee shall require unanimous approval at a meeting at which a quorum is present, which shall be set forth in minutes of
the proceedings of the Steering Committee, or unanimous written consent setting forth the actions or decisions taken. Expenses incurred by a member of the Steering Committee in connection with the
activities of the Steering Committee will be borne by the party that designated such member.

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9.2    Steering Committee Functions.The Steering Committee shall have the authority to conduct the following
activities and such other activities as may be agreed to in writing by the parties:



9.3    Dispute Resolution.If the Steering Committee is unable to decide or resolve an issue with respect to any
item, the issue shall be referred to the Chief Executive Officers of Pierre Fabre and Cypress, and if Cypress deems appropriate, Forest or any Affiliate of Forest that is primarily responsible for the
activities of Forest under the Collaboration Agreement, as directed by Forest. Such officers of the parties shall meet promptly thereafter and shall negotiate in good faith to resolve such issue. If
they cannot resolve the issue within 30 days of commencing such negotiations, the Chief Executive Officer of Cypress or Forest or its Affiliate, as determined by Cypress, shall have the final
tie-breaking vote.

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 by the party who owes such payment. All payments due to a party under this Agreement shall be paid within 60 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 Product sold, the gross sales and Net Sales of Licensed Product, the
royalty, in United States dollars or in Euro as applicable, payable, the method used to calculate the payment and the exchange rates used.

10.2    Exchange Rate; Manner and Place of Payment.All payments hereunder due and payable by Pierre Fabre to
Cypress shall be payable in United States dollars. All payments hereunder due and payable by Cypress to Pierre Fabre shall be payable 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.

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

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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 selling party shall keep complete and accurate records pertaining to gross sales and Net Sales of the Licensed Products,
including the expenses incurred by the selling party in sufficient detail to permit the other party to confirm the accuracy of all payments due hereunder. During the License Term and for a period of
four years thereafter, Cypress further agrees to keep complete and accurate records pertaining to Sub-licensee Payments in sufficient detail to permit Pierre Fabre to confirm the accuracy
of all payments due to Pierre Fabre pursuant to Section 6.5. A party shall have the right to cause an independent, certified public accountant reasonably acceptable to the other party to audit
such records to confirm Net Sales and the corresponding payments and payments with respect to Sub-licensee Payments for a period covering not more than the preceding three years. 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. Pierre Fabre shall bear the cost of any audit of the Sub-licensee Payments, unless such audit discloses a variance of more than 5% from the amount of the
Sub-licensee Payments due to Pierre Fabre under Section 6.5. 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 the Pierre Fabre Patents.Pierre Fabre shall be responsible for
prosecution and maintenance of all Pierre Fabre Patents at Pierre Fabre's sole expense. Pierre Fabre shall consider in good faith the requests and suggestions of Cypress with respect to strategies for
prosecuting the Pierre Fabre Patents in the Licensed Territory. Pierre Fabre shall keep Cypress informed of progress with regard to the prosecution, maintenance, enforcement and defense of the Pierre
Fabre Patents by providing Cypress copies of official actions, amendments and responses with respect to such prosecution. In the event that Pierre Fabre desires to abandon any Pierre Fabre Patent in
the Licensed Territory, Pierre Fabre shall provide reasonable prior written notice to Cypress of such intention to abandon and Cypress shall have the option to assume responsibility for such Pierre
Fabre Patent, exercisable upon written notice to Pierre Fabre. If Cypress assumes responsibility for any Pierre Fabre Patent, such Patent shall be assigned to Cypress and shall no longer be included
in the Pierre Fabre Patents subject to this Agreement.

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11.2    Patent Prosecution and Maintenance of the Cypress Patents and the Cypress Formulation Patents.Cypress or
its sub-licensees shall be responsible for prosecution and maintenance of all Cypress Patents and Cypress Formulation Patents at their sole expense. Cypress shall consider in good faith
the requests and suggestions of Pierre Fabre with respect to strategies for prosecuting the Cypress Patents and Cypress Formulation Patents in the Rest of the World. Cypress shall keep Pierre Fabre
informed of progress with regard to the prosecution, maintenance, enforcement and defense of the Cypress Patents and Cypress Formulation Patents by providing Pierre Fabre of copies of official
actions, amendments and responses with respect to such prosecution. In the event that Cypress desires to abandon any Cypress Patent in the Rest of the World, Cypress shall provide reasonable prior
written notice to Pierre Fabre of such intention to abandon and Pierre Fabre shall have the option to assume responsibility for such Cypress Patent, exercisable upon written notice to Cypress. If
Pierre Fabre assumes responsibility for any Cypress Patent, such Patent shall be assigned to Pierre Fabre and shall no longer be included in the Cypress Patents subject to this Agreement.

11.3    Cooperation of the Parties.Each party agrees to cooperate fully in the prosecution of the Pierre Fabre
Patents, the Cypress Patents and the Cypress Formulation Patents under this Agreement.

11.4    Infringement by Third Parties of the Pierre Fabre Patents.



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11.5    Infringement by Third Parties of the Cypress Patents or the Cypress Formulation Patents.Pierre Fabre and
Cypress shall promptly notify the other in writing of any alleged or threatened infringement or any challenge to the validity of the Cypress Patents and the Cypress Formulation Patents or any
challenge to Cypress' ownership of the Cypress Patents and the Cypress Formulation Patents of which they become aware. Both parties shall use their Commercially Reasonable Efforts in cooperating with
each other to terminate such infringement without litigation. Cypress shall have the sole right to bring and control any action or proceeding with respect to infringement of any of the

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Cypress
Patents and the Cypress Formulation Patents at its own expense and by counsel of its own choice, except as provided below. With respect to infringement of any of the Cypress Patents in the
Rest of the World, if Cypress fails to bring an action or proceeding within (a) 45 days following the notice of alleged infringement or (b) 20 days before the time limit,
if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Pierre Fabre shall have the right to bring and control any such action at its own
expense and by counsel of its own choice, and Cypress shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. In the event a party brings an
infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any
infringement litigation under this Section 11.5 relating to the Cypress Patents without the prior written consent of the other party. Except as otherwise agreed to by the parties as part of a
cost-sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Pierre Fabre and Cypress, shall be retained by the party
that brought and controlled such litigation.

11.6    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 sub-licensees pursuant to this Agreement infringes or may infringe the intellectual property
rights of such Third Party. Cypress 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 Pierre Fabre shall have the right, at its own expense, to be represented in any such action by counsel of its own choice.
If Cypress fails to proceed in a timely fashion with regard to such defense, Pierre Fabre shall have the right to control any such defense of such claim at its own expense and by counsel of its own
choice, and Cypress shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Pierre Fabre shall have the first right to control any defense of any
such claim alleging that the manufacture of API or Licensed Products infringes any Third Party rights in the Licensed Territory (but not if such claim also alleges that the sale of Licensed Product in
the Field infringes any Third Party rights in the Licensed Territory, for which Cypress shall have the first right to control any defense, as provided in this Section 11.6), at its own expense
and by counsel of its own choice, and Cypress shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If Pierre Fabre 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 Pierre Fabre shall have the right,
at its own expense, to be represented in any such action by counsel of its own choice. Pierre Fabre shall have the sole right to control any defense of any
such claim alleging infringement of any Third Party rights outside the Licensed Territory, at its own expense and by counsel of its own choice. Neither party shall have the right to settle any patent
infringement litigation under this Section 11.6 relating to the manufacture or commercialization of Licensed Products in the Licensed Territory without the consent of such other party.

12.REPRESENTATIONS AND WARRANTIES AND COVENANTS

12.1    Mutual Representations and Warranties.Each party represents and warrants, as of the Effective Date and the
Restatement Date, to the other that:



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12.2    Pierre Fabre Representations and Warranties.Pierre Fabre represents and warrants, as of the Effective Date
and the Restatement Date, to Cypress that:



12.3    Pierre Fabre Covenant.During the due-diligence process carried out by Cypress prior to the
Effective Date, Pierre Fabre has disclosed to Cypress all Pierre Fabre Know-How requested by Cypress and has continued and will continue after the Effective Date to disclose and provide to
Cypress all information in the possession of Pierre Fabre or its Affiliates requested by Cypress.

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

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13.2    Exceptions.Confidential Information shall not include any information
which 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 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 this Section 13.3, it will, except
where impracticable and except in the case of subsection (e), give reasonable advance notice to the other party of such disclosure and 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. 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.

13.4    Publications.Each party to this Agreement recognizes that the publication of papers containing results of
and other information regarding development of the 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 any such paper is submitted for publication, the party
proposing publication shall deliver a complete copy to the other party at least 45 days prior to submitting the paper to a publisher. 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

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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    Publicity.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 which have already been publicly disclosed in accordance herewith.

14.   TERM AND TERMINATION

14.1    Term.The term of this Agreement shall commence on the Effective Date and continue until the later of
(i) the expiration of the last to expire of the Pierre Fabre Patents as to which royalties would be payable under Section 6.4(a) or (ii) 10 years after the Date of First
Commercial Sale of a Licensed Product, unless earlier terminated pursuant to Section 14.2 or 14.3 (the "License Term").

14.2    Termination for Cause.



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14.3    Effect of ExpirationTermination; Surviving Obligations.



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14.4    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.

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

15.   INDEMNIFICATION

15.1    Indemnification.



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15.2    Control of Defense.



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15.3    Insurance.



16.   GENERAL PROVISIONS

16.1    Dispute Resolution.If the parties are unable to decide or resolve any issue arising under this Agreement,
except as expressly contemplated in Sections 9.3 or 11.4(e), the issue shall be referred to the Chief Executive Officers of Pierre Fabre and Cypress, and if Cypress deems appropriate, Forest or any
Affiliate of Forest that is primarily responsible for the activities of Forest under the Collaboration Agreement, as directed by Forest. Such officers of the parties shall meet promptly thereafter and
shall negotiate in good faith to resolve such issue. If they cannot resolve the issue within 30 days of commencing such negotiations, the matter shall be resolved by arbitration as provided in
Section 16.2.

16.2    Arbitration.



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16.3    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.

16.4    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 Supply Agreement, the Trademark License Agreement and the Letter Agreement, supersedes all prior and contemporaneous agreements and communications, whether oral, written
or otherwise, concerning any and all matters contained herein and therein, including the Prior Agreement. 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 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.

16.5    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

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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.

16.6    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.

16.7    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; provided,
that, any assignment made by Cypress shall be made in full compliance with the provisions of Section 16.8
"Change of Control." 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.

16.8    Change of Control.In the event of a proposed Change in Control, Cypress shall provide Pierre Fabre with
prior notice of at least 10 business days of such proposed Change in Control. If Pierre Fabre reasonably determines that the Third Party acquiror in such Change in Control is not likely to comply with
the terms of this Agreement, Pierre Fabre may request reasonable assurances from such Third Party acquiror regarding its intent to comply with the terms of this Agreement by providing written notice
of such request within five business days after the date of the notice from Cypress. If Pierre Fabre does not make such request within such period, this Agreement will remain in full force and effect.
If Pierre Fabre makes such request within such period, then (a) if such Third Party acquiror provides Pierre Fabre reasonable assurances in writing of its intent to comply with the terms of
this Agreement no later than the closing of the Change in Control, then this Agreement will remain in full force and effect, and (b) if such Third Party acquiror does not provide Pierre Fabre
reasonable assurances in writing of its intent to comply with the terms of this Agreement by the closing of the Change in Control, then Pierre Fabre may terminate this Agreement upon written notice to
Cypress or its successor in interest within 30 days after the closing of the Change in Control, with the consequences of such termination as set forth in Sections 14.3(b)(ii), 14.4 and 14.5.

16.9    No Third Party Beneficiaries.This Agreement is neither expressly nor impliedly made for the benefit of any
party other than those executing it.

16.10    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.

16.11    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

32

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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.

If
to the Pierre Fabre, notices must be addressed to:



If
to Cypress, notices must be addressed to:



16.12    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 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 force majeure suffered by a party extend beyond a three month
period, the other party may then

33

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terminate
this Agreement by written notice to the non-performing party, with the consequences of such termination as set forth in Sections 14.3, 14.4 and 14.5.

16.13    Legal Fees.If any party to this Agreement resorts to any legal action, dispute resolution or arbitration
in connection with this Agreement, except as provided in Section 16.2, the prevailing party shall be entitled to recover reasonable fees of attorneys and other professionals in addition to all
court costs and arbitrator's fees which that party may incur as a result.

16.14    Interpretation.



16.15    Limitation.The provisions of this Agreement applicable to Forest apply only so long as Forest has rights
under the Licensed Technology. In the event that Forest no longer has any rights to the Licensed Technology, all references to Forest in this Agreement shall be disregarded.

16.16    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.

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  |                         

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EXHIBIT A        Pierre Fabre Know-How

[...***...]

*Confidential Treatment Requested

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EXHIBIT B        Patents held by Pierre Fabre

I°-US Patents

Process Patent



S.R. Formulation



II°-Canadian Patents

Process Patent



SR Formulation Patent



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EXHIBIT C

STANDARD OPERATING PROCEDURE
TO BE USED IN THE INFORMATION EXCHANGES RELATED TO
SAFETY AND TOLERABILITY OF MEDICINAL PRODUCTS

SUMMARY

1APPLICABILITY

2LANGUAGECONTACT PEOPLE

3TRANSMISSION DURING MARKETING(except clinical trial)

3.1    Principles

3.2    Report frequency



4TRANSMISSIONS DURING CLINICAL TRIALS

5OTHER TRANSMISSIONS OF INFORMATION

6DEFINITIONSAPPENDICES

6.1    DEFINITIONS

6.2    LIST OF CONTACT PEOPLE

6.3    APPENDICES

---

The
purpose of this Standard Operating Procedure is to allow the best transmission of the data related to tolerability and safety of the medicinal products contemplated by this
Agreement:



It
relates to the exchanges between the partners' pharmacovigilance structures, during either clinical trials or product marketing.

It
is not intended to describe the methods of collection and transmission of information inside each firm, organized by specific S.O.P.

It
is strictly limited to pharmacovigilance activities, without prejudice to any decisions likely to occur as a result of information exchanges involving other structures than the pharmacovigilance
departments. It does not take into account the requirements imposed by the regulations of the competent regulatory authorities to the Pharmacovigilance department of each partner; this is particularly
pertinent to the time frame of data transmission subjected to reporting. Each laboratory is responsible for the expedited reporting to the appropriate health authorities.

1APPLICABILITY



2LANGUAGECONTACT PEOPLE



3TRANSMISSION DURING MARKETING(except clinical trial)

3.1PRINCIPLES



---



3.2REPORT FREQUENCY



4TRANSMISSIONS DURING CLINICAL TRIALS



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5OTHER TRANSMISSIONS OF INFORMATION

5.1The pharmacovigilance team can agree to communicate significant documents such as expert reports, updated investigator
brochure, scientific documentations, etc. even if this is not necessarily envisaged by this document.

5.2It is up to the pharmacovigilance departments to discuss at any moment about the exchanged information.

6DEFINITIONSAPPENDICES

6.1DEFINITIONS



---







---



OTHER DEFINITIONS



6.2LIST OF CONTACT PEOPLE



---



6.3APPENDICES



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EXHIBIT D        Cypress Patents



*Confidential Treatment Requested

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EXHIBIT E        Selection Criteria

[...***...]

*Confidential Treatment Requested

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