TRADEMARK AGREEMENT



         This Trademark Agreement (this "Agreement") is entered into as of

August 1, 2001 (the "Effective Date") by and between Pierre Fabre Medicament,

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"). Capitalized terms used in this Agreement

that are not otherwise defined shall have the meaning set forth in the 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; and



         Whereas, in connection with the license granted under the License

Agreement, Pierre Fabre desires to grant Cypress a license to use certain

trademarks in the Licensed Territory.



         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 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 the Licensed Products (the

"Trademarks") in the Licensed Territory. Pierre Fabre shall own and shall retain

the ownership of the entire right, title and interest in and to the Trademarks.



         1.2  Registration of the Trademarks. While Cypress is marketing the

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 informed of

progress with regard to the prosecution, maintenance, enforcement and defense of

the Trademarks 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 of the Trademarks in the Licensed Territory, Pierre Fabre

shall provide reasonable prior written notice to Cypress of such intention to

abandon and provide Cypress an opportunity to discuss with Pierre Fabre the

possibility of assuming responsibility for such Trademarks. If Cypress assumes

responsibility for any Trademarks, such Trademarks shall be assigned to Cypress

and shall no longer be included in the Trademarks subject to this Agreement.



         1.3  License to Trademarks. Pierre Fabre hereby grants to Cypress an

exclusive license, with the right to sublicense to a sub-licensee of rights

under the License Agreement, to identify the Licensed Product to be packaged and

sold by Cypress under the License Agreement



                                       1.



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under the Trademarks in the Licensed Territory and to promote, market, sell and

use such Licensed Products in the Licensed Territory under the Trademarks during

the Term.



         1.4  Quality Control. The nature and quality of the Licensed Products

advertised or sold by Cypress on which the Trademarks appear shall conform to

quality standards and Licensed Product specifications for packaging and quality

control of the Licensed Product mutually agreed between Pierre Fabre and

Cypress. 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 the agreed

quality standards and Licensed Product specifications. From time to time and

upon request by Pierre Fabre, Cypress shall provide Pierre Fabre with samples of

the Licensed Product.

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