Exhibit 10.25

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

PURCHASE AND SUPPLY AGREEMENT

THIS PURCHASE AND SUPPLY AGREEMENT (this"Agreement") is made and
entered into as of January 9, 2004 (the"Effective Date"), by and betweenPIERRE FABRE
MÉDICAMENT, organized under the laws of France having an address of 45, place Abel-Gance, 92654 Boulogne Cedex, France
("Pierre Fabre"), andCYPRESS BIOSCIENCE, INC., a Delaware corporation having an address of 4350
Executive Drive, Suite 325, San Diego, CA 92121, U.S.A. ("Cypress").

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);

WHEREAS,Pierre Fabre and Cypress entered into the Third Restated License Agreement, dated as of the date hereof, as amended (the "Restated License Agreement"),
pursuant to which Pierre Fabre granted to Cypress an exclusive license to develop, register, manufacture from the API (as
defined below), use, distribute, sell, offer for sale, have sold and import the Licensed Product in any and all indications in the Licensed Territory (as defined below);

WHEREAS,Pierre Fabre also granted Cypress a license to certain trademarks pursuant to the First Restated Trademark License Agreement,
dated as of the date hereof, as amended, between Cypress and Pierre Fabre; and

WHEREAS,Pierre Fabre and Cypress desire to enter into this Agreement to set forth the terms upon which Pierre Fabre will supply to
Cypress and its sub-licensees, and Cypress and its sub-licensees will purchase from Pierre Fabre, the Bulk API (as defined below) manufactured in compliance with all applicable
requirements set forth herein.

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

1.     DEFINITIONS.

Capitalized terms used but not otherwise defined in this Agreement will have the meanings given such terms in the Restated License Agreement. Other capitalized
terms will have the meanings set forth below.

1.1"Action"shall have the meaning set forth in Section 9.2(a).

1.2"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 at least 50% of the voting stock of that corporation, or in the absence of ownership of at
least 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.

1.3"Annual Excess"shall have the meaning set forth in Section 5.1(a)(iii).

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

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1.5"API Specifications"means those specifications pertaining to the API set forth in the IND for
the Licensed Product filed by Cypress with the FDA in the United States (No. 63736), and in the DMF filed by Pierre Fabre with the FDA (No11501), as described in Exhibit Ihereto
and made a part hereof, as modified to comply with the NDA for the Licensed Product or otherwise modified from time to time in
accordance with Section 8.3.

1.6"Buffer Stock"shall have the meaning set forth in Section 8.9(a).

1.7"Bulk API"shall mean API in bulk form.

1.8"Certificate of Analysis"shall have the meaning set forth in Section 7.3(d).

1.9"cGMPs"shall mean the standards established by the FDA for current Good Manufacturing Practices,
as specified in the Quality System Regulations set forth at 21 CFR Parts 210 and 211.

1.10"Change of 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 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) shall not apply to a merger effected exclusively for the purpose of changing the
domicile of Cypress or the name of Cypress.

1.11"Collaboration Agreement"shall mean that certain License and Collaboration
Agreement between Cypress and Forest, dated as of the Effective 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.

1.12"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 manufacturing or otherwise.

1.13"Confidential Information"shall mean any confidential information (including,
without limitation, Information) furnished to it by the other party pursuant to the Restated License Agreement or this Agreement.

1.14"Conform"shall mean that a quality control sample or batch delivery of Bulk API
meets the API Specifications and was manufactured in accordance with the requirements of Section 8.1.

1.15"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 sublicense, or at any other time during the term of such access, license or sublicense.

1.16"Correction Plan"shall have the meaning set forth in Section 8.9(c).

1.17"Current Buffer Stock"shall have the meaning set forth in Section 8.9(c).

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1.18"Cypress Indemnitees"shall have the meaning set forth in Section 9.2(b).

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

1.20"Delivery Forecast"shall mean a forecast provided by Cypress and/or its
sub-licensees of the quantity of Bulk API required by Cypress and its sub-licensees during the applicable period (including supplies for formulation development, clinical
trials and sampling).

1.21"DMF"shall have the meaning set forth in Section 8.6.

1.22"Effective Date"shall have the meaning set forth in the introductory paragraph.

1.23"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 this Agreement.

1.24"Exchange Act"shall mean the Securities and Exchange Act of 1934, as amended.

1.25"Exercise Date"shall have the meaning set forth in Section 8.11(b).

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

1.27"FD&C Act"shall mean the United States Food, Drug and Cosmetic Act.

1.28"First Commercial Sale"shall mean the first commercial sale of the first Licensed
Product in the first country within the Licensed Territory.

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

1.30"Generic Product"shall mean Licensed Product commercialized as a generic product
by Cypress or any of its sub-licensees or any Third Party.

1.31"Generic Supplier"shall have the meaning set forth in Section 8.12.

1.32"Indemnified Party"shall have the meaning set forth in Section 9.3(a).

1.33"Indemnifying Party"shall have the meaning set forth in Section 9.3(a).

1.34"Index"shall have the meaning set forth in Section 5.1(a).

1.35"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 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, relating to API or to the Licensed
Product in any indication.

1.36"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.

1.37"License Effective Date"shall mean August 1, 2001.

1.38"Licensed Product"shall mean any product (including a Cypress Product or product
containing a Cypress Formulation or 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 scope of any claim of the Pierre Fabre Patents.

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

1.40"Licensed Territory"shall mean the United States of America, its territories and
possessions and Canada and, if extended pursuant to Section 2.2 of the Restated License Agreement, countries that are members of the European Union and Japan.

1.41"Losses"shall have the meaning set forth in Sections 9.2(a).

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

1.43"Manufacturing Process"shall have the meaning set forth in Section 8.3.

1.44"Manufacturing Right"shall have the meaning set forth in Section 8.11(b).

1.45"Maximum Time Before Retesting"shall have the meaning set forth in
Section 7.1.

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

1.47"Minimum Buffer Stock"shall have the meaning set forth in Section 8.9(b).

1.48"Minimum Time to Retesting"shall have the meaning set forth in
Section 7.1.

1.49"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 obtaining
Regulatory Approval to market and sell such pharmaceutical product.

1.50"Other Changes"shall have the meaning set forth in Section 8.3.

1.51"Outsourcing Notice" shall have the meaning set forth in Section 8.12.

1.52"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.

1.53"Pierre Fabre Indemnitees"shall have the meaning set forth in
Section 9.2(a).

1.54"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 on Exhibit A to the Restated License Agreement. Pierre Fabre Know-How shall exclude Manufacturing Know-How.

1.55"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 or commercialization of Milnacipran and the Licensed Product in the Licensed Territory. The Pierre Fabre Patents include,
without limitation, the Patents set forth on Exhibit B to the Restated License Agreement.

1.56"Pierre Fabre Suppliers"shall include all Third Parties that supply Raw Materials
to Pierre Fabre.

1.57"Postponement"shall have the meaning set forth in Section 4.2.

1.58"Pre-Approved Changes"shall have the meaning set forth in
Section 8.3.

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1.59"Purchase Order"shall have the meaning set forth in Section 4.1(b)(i).

1.60"Quality Agreement"shall mean an agreement between the parties that describes the
parties' quality control, quality assurance and regulatory responsibilities relating to the manufacture and supply of Bulk API.

1.61"Raw Materials"shall mean the materials used in manufacturing Bulk API.

1.62"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.

1.63"Restated License Agreement"shall have the meaning set forth in the second
recital.

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

1.65"Samples"shall mean quantities of the Licensed Product given to authorized
medical professionals free of charge as part of the marketing, advertising or promotion of the Licensed Product.

1.66"Second Source Facility"shall have the meaning set forth in Section 8.10.

1.67"Shared Amount"shall have the meaning set forth in Section 5.1(b).

1.68"Shortfall"shall have the meaning set forth in Section 8.9(c).

1.69"Starting Materials"shall mean those materials that are starting materials within
the meaning of the guideline for submitting supporting documentation in drug applications for the manufacture of drug substances FDA/CDER 02 1987, as may be amended.

1.70"Term"shall have the meaning set forth in Section 10.1.

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

1.72"Transfer Price"shall have the meaning set forth in Section 5.1(a).

1.73"Working Group"shall have the meaning set forth in Section 3.1.

2.     PURCHASE AND SUPPLY OF API.

2.1    Supply by Pierre Fabre.Pierre Fabre agrees that it will manufacture and supply to Cypress and its
sub-licensees such quantities of Bulk API as requested by Cypress and/or its sub-licensees pursuant to Section 4 to cover their total market needs for the Licensed
Territory.

2.2    Exclusive Supplier.



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3.    MANUFACTURING AND SUPPLY WORKING GROUP.

3.1    Establish the Working Group.Within 30 days after the Effective Date, the parties will establish a
manufacturing and supply working group (the"Working Group"). The Working Group shall consist of six members, or such other even number of members as
agreed to by the parties, with an equal number of representatives on the Working Group appointed by each of Pierre Fabre and Cypress;provided thatCypress may appoint one or more representatives of its sub-licensees as Cypress' representatives on the Working Group and, so long as Forest is a sub-licensee of Cypress under
the Restated License Agreement, one or more of the Cypress representatives on the Working Group shall be an employee of Forest (or of any Affiliate of Forest that is primarily responsible for the
activities of Forest under the Collaboration Agreement). Each member of the Working Group shall have experience appropriate for the activities to be conducted by the Working Group.

3.2    Function of the Working Group.The responsibilities of the Working Group are detailed on Exhibit II.

3.3    Meetings.



3.4    Decision Making Authority.Pierre Fabre shall have final decision making authority with respect to those
activities identified onExhibit IIas responsibilities of Pierre Fabre and Cypress shall have final decision making authority with respect to
those activities identified onExhibit IIas responsibilities of Cypress;provided thatno
decision by either Pierre Fabre or Cypress shall conflict with applicable laws and regulations of the Licensed Territory, or the terms of the Restated License Agreement or this Agreement; and provided, further, that either party may refer any final decision by the other party to the chief officers of Pierre Fabre and Cypress. Such officers of
the parties shall meet

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promptly
thereafter and shall negotiate in good faith to resolve such issue within 30 days of commencing such negotiations.

4.FORECASTS AND PURCHASE ORDERS.

4.1    Forecasts.During the Term, Cypress and its sub-licensees shall follow the following forecast
and order procedures.



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4.2    Postponement.Prior to the calendar month during which the Estimated Date of First Commercial Sale is
scheduled to occur, Cypress may change the Estimated Date of First Commercial Sale, at no cost to Cypress, by notifying Pierre Fabre in writing. Thereafter, Cypress may postpone the Estimated Date of
First Commercial Sale one or more additional times (each, a"Postponement") upon written notice to Pierre Fabre. In the event of a Postponement, other
than due to a delay by Pierre Fabre, Cypress or its sub-licensee shall be responsible for the costs of Bulk API ordered under any Purchase Order (whether such orders have been delivered by
Pierre Fabre or not) subject to the conditions set forth in Sections 6 and 7.4, and Cypress and its sub-licensees shall have no other responsibility to Pierre Fabre as a result of
such Postponement. Pierre Fabre agrees that there shall be no limit on the number of Postponements or the duration of any Postponement that may be made by Cypress.

4.3    Quantity of Orders.The parties agree that forecasts and orders of Bulk API to be provided by Cypress will
be expressed by multiples of ten kilograms of Bulk API.

5.TRANSFER PRICE.

5.1    Transfer Price.



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5.2    Payment Terms.Payments pursuant to Section 5.1 will be made by Cypress or its
sub-licensee to Pierre Fabre in Euros within 60 days of the date of invoice.

5.3    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.

6.DELIVERY.Subject to compliance with the forecast and order procedure set
forth in Section 4, Pierre Fabre agrees to deliver Bulk API to Cypress or if designated by Cypress, its sub-licensee, in such quantities and on such monthly delivery dates as are
specified in Purchase Orders. With respect to orders not submitted in accordance with the forecast and order procedure, Pierre Fabre will use Commercially Reasonable Efforts to supply Cypress or its
sub-licensee with the quantities so ordered but shall have no obligation. Deliveries shall be made FCA French Airport (ICC Incoterms 2000) and shall be shipped to Cypress' address set
forth in this Agreement, or as otherwise directed by Cypress in writing. Bulk API delivered to Cypress or its sub-licensee shall be appropriately packaged by Pierre Fabre at its expense
for export shipment to the Licensed Territory. Delivery of Bulk API will be made by Pierre Fabre in conformity with a shipment protocol to be mutually agreed within the Working Group.

7.QUALITY ASSURANCE CONTROLACCEPTANCE.

7.1    Minimum Time to Retesting API.Upon delivery to Cypress or if designated by Cypress, its
sub-licensee, API will have a minimum time to retesting (the"Minimum Time to Retesting") of [...***...]when the maximum time before retesting of
API is required, as authorized by the FDA
("Maximum Time Before Retesting") is[...***...]. In addition, Pierre Fabre
agrees to use Commercially Reasonable Efforts, including but not limited to conducting stability studies on API or enabling Cypress or its sub-licensee to conduct such studies, to obtain
FDA approval of an increase in the Maximum Time Before Retesting to[...***...]. Pierre Fabre shall provide Cypress with a
report of all data that Pierre Fabre obtains in such stability studies conducted by or on behalf of Pierre Fabre. In the event such increase in Maximum Time Before Retesting is approved by the FDA,
the Minimum Time to Retesting required upon delivery under this Section 7.1 shall be increased to[...***...].

7.2    Quality Agreement.Within 90 days from the Effective Date, Cypress and Pierre Fabre will enter into a
Quality Agreement;provided that,if Cypress requests of Pierre Fabre in writing, Forest (or any
Affiliate of Forest that is primarily responsible for the activities of Forest under the Collaboration Agreement) may be added as a party to the Quality Agreement. Cypress and Pierre Fabre (and, if
applicable, Forest or any Affiliate of Forest that is primarily responsible for the activities of Forest under the Collaboration Agreement) shall amend the Quality Agreement from time to time as the
parties deem necessary. The Quality Agreement will include, at a minimum, the subject matter listed inExhibit IV.

7.3    Specifications; Testing.



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7.4    Acceptance and Rejection.



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8.MANUFACTURE OF BULK API.

8.1    Manufacture of Bulk API.Pierre Fabre will manufacture the Bulk API in accordance with the API
Specifications, cGMPs and other applicable rules and regulations of the FDA and other governmental or regulatory agencies within the Licensed Territory with jurisdiction over the manufacture, use or
sale of the API, as then in effect. The parties shall promptly notify each other of any new instructions or specifications required by the FDA, and of other applicable United States rules and
regulations. The parties shall confer with each other with respect to the best means to comply with such requirements and Pierre Fabre will bear the costs for implementing such changes.

8.2    Multiple Suppliers.Pierre Fabre agrees that, beginning on the date of the first Purchase Order and
thereafter during the Term, it shall use Commercially Reasonable Efforts to have qualified more than one Pierre Fabre Supplier for each Starting Material. Furthermore, Pierre Fabre agrees that it
shall update Cypress through the Working Group of the number of Pierre Fabre Suppliers for each Raw Material, including Starting Materials.

8.3    Changes to the API Specifications or to the Manufacturing Process.Pierre Fabre shall obtain the prior
written consent of Cypress (such consent not to be unreasonably withheld) with respect to any revisions to the API Specifications, and any change in the Raw Materials, equipment, process or procedures
used to manufacture the Bulk API (the"Manufacturing Process") that would require pre-approval of the FDA or other applicable regulatory
authority of any country of the Licensed Territory (the"Pre-Approved Changes"). Pierre Fabre shall not require the consent of Cypress for
any revisions to the API Specifications, or the Manufacturing Process that would not require pre-approval

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of
the FDA or other applicable regulatory authority of any country of the Licensed Territory ("Other Changes"). Any changes to the API Specifications or
to the Manufacturing Process shall be in compliance with the NDA for Licensed Product and shall be implemented in accordance with a standard operating procedure to be later defined by the Working
Group. The corresponding costs of implementing any changes to the API Specifications or to the Manufacturing Process will be borne by Pierre Fabre. Pierre Fabre will inform the Working Group upon
implementation of any Pre-Approved Changes and shall discuss any proposed Pre-Approved Changes with the Working Group. Once the changes are effective, all references to the API
Specifications shall thereafter be deemed to refer to the API Specifications, as so modified, and all references to the Manufacturing Process, shall thereafter be deemed to refer to the Manufacturing
Process, as so modified.

8.4    Cypress' Right to Audit Pierre Fabre Facility.Cypress and its sub-licensees shall have the
right, at their own expense, to conduct at mutually agreed times, but not more than twice a year, unless a major modification to the Manufacturing Process occurs or unless a quality problem has
arisen, quality control and quality assurance audits and/or inspection of Pierre Fabre's documentation and the facilities where Bulk API is manufactured (including, without limitation, a Second Source
Facility). Pierre Fabre will provide Cypress and its sub-licensees with reasonable access, during business hours upon reasonable prior notice, to Pierre Fabre's facilities where Bulk API
is manufactured, to review Pierre Fabre's manufacturing operations and assess its compliance with cGMPs and quality assurance standards and the opportunity to discuss any manufacturing issues with
Pierre Fabre's manufacturing and management personnel. Upon Cypress' written request, Pierre Fabre shall authorize Cypress or its sub-licensee to consult on site Pierre Fabre's
manufacturing records, including its master and production batch records, for the purposes of assuring product quality and compliance with the Quality Agreement and cGMPs. Cypress acknowledges that
all documentation relating to Pierre Fabre's manufacturing records shall be considered Confidential Information of Pierre Fabre and shall ensure that its sub-licensees are bound by at
least the same level of confidentiality obligations as contemplated by Section 11.2.

8.5    Compliance with Laws.Pierre Fabre shall comply with all applicable present and future orders, regulations,
requirements and laws of the Licensed Territory, and of local authorities and agencies of the Licensed Territory, as well as with all laws and regulations of other territories applicable to the
actions that it undertakes pursuant to this Agreement. Pierre Fabre represents and warrants to Cypress that it has and will maintain during the Term all government permits, including without
limitation health, safety and environmental permits, necessary for the conduct of the actions and procedures that it undertakes pursuant to this Agreement. Cypress shall provide Pierre Fabre with
written notice of any
additional regulatory requirements of countries of the Licensed Territory other than the United States of which Cypress is aware that relate to the manufacture of the Bulk API for such other
territories.

8.6    FDA and Regulatory Support.Pierre Fabre agrees (i) to establish and maintain a Type II FDA Drug
Master File ("DMF") in accordance with the requirements of the FDA, as well as any comparable files required by regulatory authorities in other
countries within the Licensed Territory, (ii) to provide Cypress and its sub-licensees with letters of access to the DMF and any other comparable files and (iii) to further
provide Cypress and its sub-licensees with all necessary information and data regarding the manufacture of Bulk API to the extent necessary for Cypress and its sub-licensees to
prepare and defend any inquiries from the FDA or to exercise the Manufacturing Right set forth in Section 8.11, to satisfy regulatory requirements in the Licensed Territory. Pierre Fabre
further agrees to use Commercially Reasonable Efforts to assist Cypress and its sub-licensees in obtaining FDA approval for its NDA with respect to the Licensed Product, as well as
approvals from any other government or agency which may be required for the marketing of the Licensed Product in any other country within the Licensed Territory. Pierre Fabre specifically agrees to
cooperate with any inspection by the FDA or other regulatory agency, including but not limited to any inspection prior to

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approval
of Cypress' NDA for the Licensed Product. Pierre Fabre shall notify Cypress and its sub-licensees of which Pierre Fabre is aware within two business days of any FDA inspection
relating to API or any API related facility and, at the conclusion of such inspection, shall be promptly furnished with a copy of all documentation, including any Form 483 and Pierre Fabre
response thereto, relating to such inspection. In addition, Pierre Fabre shall promptly notify Cypress and its sub-licensees of any other regulatory actions or communications (other than
ministerial, non-substantive communications) relating to API or any API related facility.

8.7    Documentation.Pierre Fabre shall keep complete, accurate and authentic accounts, notes, data and records of
the work performed under this Agreement. Each party shall maintain complete and adequate records pertaining to the methods and facilities used for the manufacture, processing, testing, packing,
labeling, holding and distribution of the Bulk API in accordance with the applicable regulations in the Licensed Territory so that the Bulk API may be used in the production of the Licensed Product,
which shall be used in humans.

8.8    Reprocessing and Reworking of Bulk API.Pierre Fabre agrees that any reprocessing or reworking of any batch
or lot of Bulk API shall be made in full compliance with the procedures described in the DMF, or, if not made in compliance with the procedures described in the DMF, Pierre Fabre shall obtain the
prior written consent of Cypress, which consent shall not be unreasonably withheld.

8.9    Buffer Stock.



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8.10    Second Source Facility.No later than [...***...]and
thereafter during the Term, Pierre Fabre shall have qualified and keep qualified an additional manufacturing
facility (a"Second Source Facility"), in addition to the facility located in Gaillac, France, for the production of API to ensure a second source of
supply of API to Cypress. The Second Source Facility must be a second facility operated by Pierre Fabre or any licensee or subcontractor of Pierre Fabre with quality and reliability in manufacturing
comparable to Pierre Fabre's first facility, and such Second Source Facility must be approved by the FDA or other relevant regulatory authorities for the countries of the Licensed Territory such that
the Licensed Products containing API manufactured by the Second Source Facility may be lawfully sold by Cypress.

8.11    Manufacturing Rights.



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8.12    Third Party Outsourcing.On a country by country basis, Pierre Fabre shall remain the exclusive supplier of
API to Cypress and its sub-licensees, until commercial launch of a Generic Product in such country, subject to the terms of this Agreement. In the event of commercial launch of a Generic
Product, including, without limitation, any planned launch of a Generic Product by Cypress or its sub-licensee(s), in a country of the Licensed Territory, then Pierre Fabre will remain
exclusive supplier of the API to Cypress and its sub-licensees for such country, as long as Pierre Fabre can supply API to Cypress and its sub-licensee(s), including, without
limitation, any quantities of API for Generic Product for commercial launch in the event Cypress or its sub-licensee(s) launch the first Generic Product, at a price no greater than [...***...]above the
price quoted by a Third Party generic supplier (a"Generic
Supplier") for API that Conforms. Cypress may, from time to time, provide notice to Pierre Fabre of its or its sub-licensee's intent to purchase API from a Generic
Supplier (the "Outsourcing Notice"), together with documentation evidencing the lower price for the API that Conforms to be supplied by such Generic
Supplier for such country;provided, that:



8.13    Recall of Licensed Product.For any Licensed Product, in the event that (i) any governmental agency
or authority issues a request or directive or order that Licensed Product be recalled or retrieved; (ii) a court of competent jurisdiction orders that Licensed Product be recalled or retrieved;
or (iii) Cypress or any of its sub-licensees reasonably determines, after reasonable, good faith discussion with Pierre Fabre, that Licensed Product should be recalled or retrieved,
Cypress shall promptly notify Pierre Fabre of such event and shall conduct such activity and take appropriate corrective actions, and Pierre Fabre shall provide such assistance to Cypress and its
sub-licensees as is reasonably necessary to carry out such activities. All reasonable costs and expenses of such recall and corrective actions shall be the responsibility of Cypress or its
sub-licensees,provided thatPierre Fabre shall indemnify Cypress and its sub-licensees for such cost and expense in accordance
with Section 9.2 below.

9.WARRANTIES, INDEMNITIES AND ADDITIONAL COVENANTS.

9.1    Product Warranty.Pierre Fabre warrants that API delivered hereunder will: (a) Conform at the
time of delivery; (b) be manufactured by Pierre Fabre in accordance with cGMP and other applicable FDA and other laws, rules and regulations of the United States and as applicable, the other
countries in the Licensed Territory; (c) have the Minimum Time to Retesting; and (d) not be adulterated or misbranded within the meaning of the FD&C Act. The parties acknowledge that
Pierre Fabre will be responsible for the stability of the Bulk API for the shelf life indicated in the API Specifications, subject to Cypress evidencing that, during its total shelf life,
transportation, storage and use of the Bulk API have been made in accordance with Pierre Fabre's instructions.

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9.2    Indemnification.



9.3    Control of Defense.



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9.4    Insurance.



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



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



9.7    Pierre Fabre Covenant.Pierre Fabre has disclosed to Cypress all Pierre Fabre Know-How requested
by Cypress and to the extent required under this Agreement, the Manufacturing Know-How, requested by Cypress and will continue after the Effective Date to disclose and provide to Cypress,
all Confidential Information and data in the possession of Pierre Fabre or its Affiliates which is reasonably necessary for Cypress or its sub-licensees to prepare and defend to any
inquiries from the FDA or other relevant authorities in any country of the Licensed Territory.

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10.TERM; TERMINATION.

10.1    Term.The term of this Agreement shall commence on the Effective Date and continue for a period of
10 years from the First Commercial Sale of the Licensed Product by Cypress, its Affiliates and/or sub-licensees in the Licensed Territory, unless sooner terminated in accordance
with Section 10.2 (the"Term"). Twelve months prior to the expiration of the Term, Cypress and Pierre Fabre will mutually decide whether or not
the supply relationship should be extended and if the parties mutually agree to extend such supply relationship, the parties shall attempt to agree on the terms of such supply relationship.

10.2    Early Termination.



10.3    Effect of Expiration; Termination; Surviving Obligations.



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

10.5    Damages; Relief.Unless otherwise provided in this Agreement, 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.

11.GENERAL PROVISIONS.

11.1    Dispute Resolution and Arbitration.In the event of a dispute arising in connection with this Agreement,
the provisions set forth as Sections 16.1 and 16.2 of the Restated License Agreement shall apply;provided, however, that the reference to
Section 9.3 in Section 16.2(a) of the Restated License Agreement shall be deemed to refer to Section 7.4(f) of this Agreement for purposes of applying such provisions to a dispute
arising under this Agreement.

11.2    Confidentiality.Pierre Fabre and Cypress agree that the provisions of Section 13 of the Restated
License Agreement regarding the obligations of both Pierre Fabre and Cypress with respect to Confidential Information shall also govern the parties' obligations under this Agreement. Further, the
parties agree that the term"Confidential Information"as defined in the Restated License Agreement shall also include all information furnished to it
by the other party pursuant to this Agreement, including Manufacturing Know-How which may be disclosed by Pierre Fabre to Cypress.

11.3    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.

11.4    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. 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.

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11.5    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 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.

11.6    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.

11.7    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; providing,that any assignment made by Cypress shall be made in full compliance with the provisions of Section 11.8
"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.

11.8    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 pursuant to
Section 10.2(c).

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

11.10    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.

11.11    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

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of
actual receipt; (b) if mailed, three calendar days after the date of postmark; or (c) if delivered by 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 Pierre Fabre, notices must be addressed to:



with
a copy to:



If
to Cypress, notices must be addressed to:



with
a copy to:



11.12    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 ten calendar days after its occurrence. In no event shall any party be required to prevent or settle any labor disturbance or dispute.

11.13    Legal Fees.If any party to this Agreement resorts to any legal action, dispute resolution or arbitration
in connection with this Agreement, then, subject to Section 11.1 of this Agreement and

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Section 16.2
of the Restated License Agreement, 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.

11.14    Interpretation.



11.15    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 each caused this Agreement to be signed and delivered by its duly authorized officer or
representative as of the date first set forth above.

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

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EXHIBIT I        Milnacipran hydrochloride  US DMF # 11501Specifications

[...***...]

*Confidential Treatment Requested

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[...***...]

*Confidential Treatment Requested

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EXHIBIT II        RESPONSIBILITIES OF THE WORKING GROUP

[...***...]

*Confidential Treatment Requested

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EXHIBIT III        Example of changes in forecasts

[...***...]

*Confidential Treatment Requested

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EXHIBIT IV        Quality Agreement Example        QUALITY AGREEMENT (QA) TABLE OF CONTENTS GUIDELINE

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