NON-COMPETITION AGREEMENT

Exhibit 10.3

NON-COMPETITION AGREEMENT

     This Non-Competition Agreement (the “Agreement”) is made and entered into as of this 23^rd day of February, 2008 (the “Agreement Date”), by and between Cypress Bioscience, Inc., a Delaware corporation (“Parent”), Proprius, Inc. (doing business in California as “Proprius Pharmaceuticals, Inc.”), a Delaware corporation (the “Company”), and Michael J. Walsh (“Employee”).

Recitals

     A. Employee is a key employee and stockholder and/or optionholder of the Company. Parent and the Company have entered into an Agreement and Plan of Merger (the “Merger Agreement”) of even date herewith, providing for the acquisition by Parent of the Company pursuant to a merger of Propel Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly owned subsidiary of the Parent. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement. As part of the Merger, Employee will dispose of all of Employee’s Company Common Stock and Company Series A Stock, in exchange for such Employee’s portion of the Merger Consideration determined pursuant to the Merger Agreement. Immediately following the Merger, the business of the Company will be conducted by Parent. Employee will receive substantial benefits as a result of the Merger and the exchange of his Company Common Stock and Company Series A Stock and, in consideration thereof, Employee has agreed not to compete in the manner and to the extent herein set forth. Employee is entering into this Agreement as an inducement to Parent and Merger Sub to consummate the Merger, with all of the attendant financial benefits to Employee as an employee and stockholder of the Company.

     B. Parent has requested, as a condition precedent to executing the Merger Agreement and consummating the transactions contemplated by the Merger Agreement, that Employee execute and deliver this Agreement, and Employee desires to enter into this Agreement.

     C. Parent and the Company each are engaged in the research and development of products, therapies, and services to diagnose and treat rheumatological conditions or diseases and autoimmune disorders, including but not limited to fibromyalgia syndrome, and each has conducted and are conducting their respective businesses on a worldwide basis.

     D. The Company and Employee are executing an Employment Agreement of even date herewith (the “Employment Agreement”) in connection with Employee’s employment by the Parent following the Merger. Pursuant to the Employment Agreement, Employee will become a key employee of the Parent, meaning that Employee will obtain extensive and valuable knowledge and trade secret and other confidential information concerning the business of the Parent.

Agreement

     Now, Therefore, in consideration of the mutual covenants herein contemplated and intending to be legally bound hereby, and in order to induce the Parent to consummate the transactions contemplated by the Merger Agreement, the parties hereto agree as follows:

     1. Acknowledgements by Employee. Employee acknowledges that by virtue of Employee’s position with the Company Employee has developed considerable expertise in the business operations of the Company and has had extensive access to trade secrets and other Confidential Information of the Company. Employee further acknowledges that as a result of Employee’s continuing post-merger employment by the Parent, he will develop extensive knowledge of the Parent’s business operations including trade secret and other Confidential Information. Employee recognizes that Parent would be irreparably damaged, and its substantial investment in the Company materially impaired, if Employee were to enter into an activity competing with the business of the Company (or any subsidiary, Affiliate, successor or acquiror of the Company) in violation of the terms of this Agreement or if Employee were to disclose or make unauthorized use of any Confidential Information concerning the business of the Company or the Parent (or any subsidiary, successor or acquiror of the Company). Accordingly, Employee expressly acknowledges that he is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to Employee in all respects.

     2. Restricted Period. This Agreement shall expire on the earlier of (the “Termination Date”): the second anniversary of the effective date of the termination of Employee’s employment with the Parent or the date on which Parent ceases to engage in all respects in all aspects of the Restricted Business. The period of time that elapses from the consummation of the Merger (the “Effective Date”) until the Termination Date shall be referred to herein as the “Restricted Period.”

     3. Non-Competition. During the Restricted Period and within the Restricted Territory, Employee shall not, directly or indirectly, without the prior written consent of Parent, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, or consultant of any Entity engaged in any activity that relates to the research, development, promotion, marketing, licensing or distribution of products, therapies, or services which are related to the diagnosis and/or treatment of rheumatological conditions or diseases and autoimmune disorders, including, but not limited to fibromyalgia syndrome (the “Restricted Business”). Notwithstanding the above, Employee shall not be deemed to be in contravention of the foregoing if Employee participates as a passive investor holding up to 1% of the equity securities of an Entity engaged in the Restricted Business, which securities are publicly traded.

     4. Non-Interference. Employee further agrees that during the Restricted Period, Employee will not, without the prior written consent of Parent, (i) interfere with the business of the Company or Parent, by soliciting, attempting to solicit, induce or attempt to induce any employee or consultant of the Company or Parent to terminate his/her employment as such in order to become an employee, consultant or independent contractor to or for any competitor of the Company or Parent or to or for any Entity with which Employee is associated in any way;

(provided that, in the absence of a violation of this Section 4, this restriction shall not be construed as a prohibition against hiring); or (ii) induce or attempt to induce any customers, suppliers, distributors, resellers, or independent contractors of the Company or Parent to terminate their relationships with, or to take any action that would be disadvantageous to the business of, the Company or Parent.

     5. Confidential Information. Employee agrees that he or she shall hold all Confidential Information in strict confidence and shall not at any time (whether during or after the Restricted Period): (a) reveal, report, publish, disclose or transfer any Confidential Information to any Person (other than the Parent or the Company), except in the performance of Employee’s obligations under the Employment Agreement; (b) use any Confidential Information for any purpose, except in the performance of his obligations under the Employment Agreement; or (c) use any Confidential Information for the benefit of any Person other than the Parent or the Company.

     6. Representations and Warranties. Employee represents and warrants, to and for the benefit of the Indemnitees, that: (a) Employee has full power and capacity to execute and deliver, and to perform all of Employee’s obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the performance of this Agreement will result directly or indirectly in a violation or breach of (i) any agreement or obligation by which Employee or any of Employee’s Affiliates or subsidiaries is or may be bound, or (ii) any law, rule or regulation. Employee’s representations and warranties shall survive the expiration of the Restricted Period for an unlimited period of time.

     7. Independence of Obligations. The covenants of Employee set forth in this Agreement shall be construed as independent of any other agreement or arrangement between Employee, on the one hand, and the Company or Parent or any of their Affiliates or subsidiaries, on the other hand, and the existence of any claim or cause of action by Employee against the Company or Parent or any of their Affiliates or subsidiaries shall not constitute a defense to the enforcement of such covenants against Employee.

     8. Remedies. Employee expressly acknowledges that damages alone will not be an adequate remedy for any breach by Employee of any of the covenants set forth in this Agreement and that Parent and the Company, in addition to any other remedies which they may have, shall be entitled, as a matter of right, to injunctive relief, including, without limitation, specific performance, in any court of competent jurisdiction with respect to any actual or threatened breach by Employee of any of said covenants. The rights and remedies of Parent and the other Indemnitees under this Agreement are not exclusive of or limited by any other rights or remedies which they may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of Parent and the other Indemnitees under this Agreement, and the obligations and liabilities of Employee under this Agreement, a