FIRST RESTATED TRADEMARK AGREEMENT

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Exhibit 10.24

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

FIRST RESTATED TRADEMARK AGREEMENT

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

RECITALS

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

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

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

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

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

1.     Trademark License.

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

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

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

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

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

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

        1.6    Infringement.     

         (a)    Infringement by Third Parties.     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 Trademarks or any challenge to Pierre Fabre's ownership of or Cypress' and/or its sub-licensees'

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right to use the Trademarks of which they become aware. Both parties shall use their commercially reasonable efforts in cooperating with each other to terminate such infringement without litigation. So long as Forest has rights under the Licensed Technology, Forest shall have the first right to bring and control any action or proceeding with respect to infringement of any of the Trademarks at its own expense and by counsel of its own choice, and Pierre Fabre and Cypress shall each have the right, at its own expense, to be represented in any such action or proceeding. If Forest 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, or Forest no longer has rights under the Licensed Technology, Pierre Fabre (or Cypress or its sub-licensee if Pierre Fabre declines to do so) shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and Cypress and its sub-licensee (or Pierre Fabre if Cypress or its sub-licensee brings such action) 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 or parties shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. No party shall have the right to settle any infringement litigation under this Section 1.6(a) relating to the Trademarks 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 or its sub-licensee, shall be retained by the party that brought and controlled such litigation.

         (b)    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 pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Cypress or its sub-licensee shall have the first right to control any defense of any such claim alleging that the use of the Trademarks in relation with Licensed Product 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 or its sub-licensee 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 each of Cypress and its sub-licensee shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. No party shall have the right to settle any trademark infringement litigation under this Section 1.6(b) relating to the use of the Trademarks in the Licensed Territory without the consent of such other party.

         (c)    In the event Forest does not have rights under the Licensed Technology, Pierre Fabre in lieu of Forest shall have the first right to bring and control any action or proceeding referenced in this Section 1.6 and Cypress shall otherwise retain its same rights under this Section 1.6.

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

        1.8    Registered User.     

         (a)    Where required, Pierre Fabre shall make applications to the Registrar of Trademarks (or equivalent) for the registration of Cypress and its sub-licensees as registered users of the Trademarks in respect of each registration of the Trademark and Cypress and its sub-licensees shall co-operate with Pierre Fabre in making such applications.

         (b)    Cypress and its sub-licensees shall execute further documents, depose to or swear or procure the deposing to or swearing of such declarations or oaths and do any act or thing and

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provide any information or evidence which may be nece