between

Exhibit 10.8

EMPLOYMENT AGREEMENT

between

CYPROS PHARMACEUTICAL CORPORATION,

a California Corporation

and

Xxxxx X. Xxxxxxxx, Ph.D.

January 18, 1999

TABLE OF CONTENTS

1. Employment.......................................................................................3

2. Loyal and Conscientious Performance: Noncompetition..............................................4

3. Term of Employment...............................................................................4

4. Compensation of Executive........................................................................4

5. Termination......................................................................................5

6. Death or Disability During Term of Employment....................................................6

7. Confidential Information: Executive's Duties Upon Termination....................................6

8. Assignment and Binding Effect....................................................................9

9. Notices..........................................................................................9

10. Choice of Law....................................................................................10

11. Integration......................................................................................10

12. Amendment........................................................................................10

13. Waiver...........................................................................................10

14. Severability.....................................................................................10

15. Interpretation; Construction.....................................................................10

16. Representations and Warranties...................................................................11

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
effective as of January 18, 1999 by and between Cypros Pharmaceutical
Corporation, a California corporation (the "Company"), and Xxxxx X. Xxxxxxxx,
Ph.D. ("Executive"). The Company and Executive are hereinafter collectively
referred to as the "Parties", and individually referred to as "Party".

RECITALS:

A. The Company desires to retain Executive as an executive with the
Company.

B. The Executive desires to be employed by the Company pursuant to an
employment agreement with the Company and the Compensation Committee of the
Board of Directors of the Company has determined that it is in the best
interests of the Company to award such an agreement to Executive.

AGREEMENT:

In consideration of the foregoing premises and the mutual covenants
herein contained, and for other good and valuable consideration, the Parties,
intending to be legally bound, agree as follows:

1. EMPLOYMENT.

1. 1. The Company hereby employs Executive, and Executive hereby
accepts employment by the Company, upon the terms and conditions set forth in
this Agreement.

1.2. Executive shall be the Vice President of Product Development of
the Company and shall serve in such other capacity or capacities as the
President and/or the Board of Directors of the Company may from time to time
prescribe.

1.3. Executive shall do and perform all services, acts or things
necessary or advisable to manage and conduct the business of the Company,
provided, however, that at all times during his employment Executive shall be
subject to the direction and policies from time to time established by the Board
of Directors of the Company.

1.4. Unless the Parties otherwise agree in writing, during the term of
this Agreement, Executive shall perform the services he is required to perform
pursuant to this Agreement at the Company's offices, located at 0000 Xxxxx
Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxx, 00000, or at any other place at which the
Company maintains an office; provided, however, that the Company may from time
to time require Executive to travel temporarily to other locations in connection
with the Company's business.

2. LOYAL AND CONSCIENTIOUS PERFORMANCE: NONCOMPETITION.

2.1. During his employment by the Company, Executive shall devote his
full energies, interest, abilities and productive time to the proper and
efficient performance of his duties under this Agreement.

2.2. During the term of this Agreement, Executive shall not engage in
competition with the Company, either directly or indirectly, in any manner or
capacity, as adviser, principal, agent, partner, officer, director, employee,
member of any association or otherwise, in any phase of the business of
developing, manufacturing and marketing medical products which are in the same
field of use or which otherwise compete with the products or proposed products
of the Company. Ownership by Executive, as a passive investment, of less than
one percent (1%) of the outstanding shares of capital stock of any corporation
with one or more classes of its capital stock listed on a national securities
exchange or publicly traded in the over-the-counter market shall not constitute
a breach of this paragraph.

3. TERM OF EMPLOYMENT.

3.1. Subject to earlier termination as provided in this Agreement, Executive
shall be employed pursuant to the terms of this Agreement for a term beginning
January 18, 1999 and expiring at midnight on January 17, 2002. After the
expiration of such term, this Agreement shall continue from month to month in
the absence of written notice to the contrary from either Party to the other.

4. COMPENSATION OF EXECUTIVE

4.1. During the term of this Agreement, the Company shall pay Executive
a salary (the "Base Salary") of One Hundred Twenty Thousand Dollars ($120,000)
per year, payable in regular periodic payments in accordance with Company
policy. Such salary shall be prorated for any partial year of employment on the
basis of a 365-day fiscal year.

4.2. Executive's compensation may be changed from time to time by
mutual agreement of Executive and the Board of Directors of the Company.

4.3. Executive's performance shall be reviewed by the Board of
Directors of the Company on a periodic basis (but not less than once in each
fiscal year during the term of this Agreement) and the Board may in its sole
discretion, award such bonuses to Executive as shall be appropriate or desirable
based on Executive's performance.

4.4. All of Executive's compensation shall be subject to customary
withholding taxes and any other employment taxes as are commonly required to be
collected or withheld by the Company.

4.5. The Company may also from time to time grant stock options to the
Executive. Such option shall be subject to a stock option agreement in the form
approved by the Board of Directors. Any such option shall be subject to a
vesting schedule as described in the employee stock option agreement.

4.6. Executive shall be eligible to participate in and be covered by
any vacation, pension and profit sharing, life insurance, accident insurance,
health insurance, hospitalization, disability, medical reimbursement or other
plan(s) maintained from time to time by the Company for its employees.

5. TERMINATION.

5.1. The Company may terminate Executive's employment under this
Agreement "for cause" by delivery of written notice to Executive specifying the
cause or causes relied upon for such termination. Grounds for the Company to
terminate this Agreement "for cause" shall be limited to the occurrence of any
of the following events:

5.1.1. Executive's engaging or in any manner participating in
any activity which is competitive with or intentionally injurious to the Company
or which violates any provision of Section 7 of this Agreement;

5.1.2. Executive's commission of any fraud against the Company
or use or appropriation for his personal use or benefit of any funds or
properties of the Company not authorized by the Board of Directors to be so used
or appropriated;

5.1.3. Executive's conviction of any crime involving moral
turpitude; or

5.1.4. Executive willfully breaches or habitually neglects
duties he is required to perform after written demand for the performance of
such duties is made by the Chief Executive Officer of the Company, provided that
Executive shall be given a thirty (30) day opportunity to cure any such claim
hereunder pursuant to a written notice by the Chief Executive Officer. In the
case of any termination under this paragraph, the Company will have no liability
or responsibility to Executive for salary, bonus or any other employee benefits.

The Company may also terminate Executive's employment without cause
upon delivery of written notice. In such case, Executive shall be entitled to
receive Base Salary and other accrued benefits including continued vesting of
Executive's stock for a period of six (6) months from the date of termination
specified in the written notice.

Any notice of termination given pursuant to this Section 5.1 shall
effect termination as of the date specified in such notice or, in the event no
such date is specified, on the last day of the month in which such notice is
delivered or deemed delivered as provided in Section 9 below.

5.2. The parties may mutually agree at any time to terminate this
Agreement upon such terms and conditions as may be agreed upon in writing.

5.3. This Agreement shall terminate without notice upon the date of
Executive's death or the date when Executive becomes "completely disabled" as
that term is defined in Section 6.2.

6. DEATH OR DISABILITY DURING TERM OF EMPLOYMENT.

6.1. Upon termination of Executive's employment pursuant to Section
5.3, Executive or his estate or personal representative, as the case may be,
shall be entitled to receive Executive's Base Salary for a period of six (6)
months following the date of death or the date when Executive becomes completely
disabled, unless the Company has equivalent life insurance or disability
insurance in place.

6.2. The term "completely disabled" as used in this Agreement shall
mean the inability of Executive to perform his duties under this Agreement
because he has become permanently disabled within the meaning of any policy of
disability income insurance covering employees of the Company then in force. In
the event the Company has no policy of disability income insurance covering
employees of the Company in force when Executive becomes disabled, the term
"completely disabled" shall mean the inability of Executive to perform his
duties under this Agreement by reason of any incapacity, physical or mental,
which the Board of Directors of the Company, based upon medical advice or an
opinion provided by a licensed physician acceptable to the Board of Directors of
the Company, determines to have incapacitated Executive from satisfactorily
performing all of his usual services for the Company during the foreseeable
future. Based upon such medical advice or opinion, the action of the Board of
Directors of the Company shall be, final and binding and the date such action is
taken shall be the date of such complete disability for purposes of this
Agreement.

7. CONFIDENTIAL INFORMATION: EXECUTIVE'S DUTIES UPON TERMINATION.

7.1. Executive recognizes that his employment with the Company will
involve contact with information of substantial value to the Company, which is
not old and generally known in the trade, and which gives the Company an
advantage over its competitors who do not know or use it, including but not
limited to, techniques, designs, drawings, processes, inventions, developments,
equipment, prototypes, sales and customer information, and business and
financial information relating to the business, products, practices and
techniques of the Company, (hereinafter referred to as "Confidential
Information"). Executive will at all times regard and preserve as confidential
such Confidential Information obtained by Executive from whatever source and
will not, either during his employment with the Company or thereafter, publish
or disclose any part of such Confidential Information in any manner at any time,
or use the same except on behalf of the Company, without the prior written
consent of the Company. Further, both during Executive's employment and
thereafter, Executive will refrain from any acts or omissions that would reduce
the value of such Confidential Information to the Company.

7.2. Executive will promptly disclose in writing to the official
designated by the Company to receive such disclosures, complete information
concerning each and every

invention, discovery, improvement, device, design, apparatus, practice,
process, method or product (hereinafter referred to as "Inventions"), whether
Executive considers them patentable or not, made, developed, perfected,
devised, conceived or first reduced to practice by Executive, either solely
or in collaboration with others, during the period of Executive's employment
by the Company and up to and including a period of twelve (12) months after
termination of Executive's employment with the Company, whether or not during
regular working hours, relating either directly or indirectly to the
business, products, practices or techniques of the Company, or to the
Company's actual or demonstrably anticipated research or development, or
resulting from any work performed by Executive for the Company.

7.3. Executive hereby agrees that any and all of said Inventions made,
developed, perfected, devised, conceived or reduced to practice by Executive
during the period of Executive's employment by the Company, and any other
Inventions made, developed, perfected, devised, conceived or reduced to practice
by Executive during said period of twelve (12) months after termination of
Executive's employment with the Company, if based upon the Confidential
Information of the Company, relating either directly or indirectly to the
business, products, practices or techniques of the Company or the Company's
actual or demonstrably anticipated research or development, or resulting from
any work performed by Executive for the Company, are the sole property of the
Company, and Executive hereby assigns and agrees to assign to the Company, its
successors and assigns, any and all of Executive's right, title and interest in
and to any and all of said Inventions, and any patent applications or Letters
Patent thereon.

This Agreement shall not apply to any Inventions which qualify fully under
the provisions of Section 2870 of the California Labor Code, as amended from
time to time. Executive understands that Section 2870 provides that no
assignment is required of any Invention for which no equipment, supplies,
facilities, or trade secret information of the Company was used and which was
developed entirely on Executive's own time without using any of the Company's
equipment, supplies, facilities, or trade secret information, except for those
Inventions that either:

(i) relate at the time of conception or reduction to practice of the
invention to the Company's business, or actual or demonstrably anticipated
research or development of the Company; or

(ii) result from any work performed by Executive for the Company.

7.4. Nothing in this Agreement shal1 limit or be construed to limit
Executive's right to use or publish information which (a) was in the public
domain before Executive's employment commenced, (b) was known to Executive free
from any claim of other third parties before Executive's employment, (c) was
developed or acquired independently by the Executive, or (d) becomes public
knowledge without breach by Executive of any obligations of confidence to the
Company.

7.5. Executive will, at any time during his employment or thereafter,
upon request and without further compensation therefore, but at no expense to
Executive, do all lawful acts including the execution of papers and oaths and
the giving of testimony, that in the opinion of the

Company, its successors and assigns, may be necessary or desirable for
obtaining, sustaining, reissuing, or enforcing Letters Patent in the United
States and throughout the world for any and all of said Inventions, and for
perfecting, recording, and maintaining the title of the Company, its
successors and assigns, to the Inventions, and to any patent applications
made and any Letters Patent granted for the Inventions in the United States
and throughout the world.

7.6. Executive will keep complete, accurate and authentic accounts,
notes, data, and records of any and all of the Inventions in the manner and form
requested by the Company. Such accounts, notes, data and records, including all
copies thereof, shall be the property of the Company, and, upon its request,
Executive will promptly surrender the same to it, or if not previously
surrendered, Executive will promptly surrender the same to the Company at the
conclusion of his employment.

7.7. Executive agrees that he will also surrender to the Company, at
its request, or at the conclusion of him employment, all accounts, notes, data,
sketches, drawings and other documents and records, and all material and
physical items of any kind, including all reproductions and copies thereof, that
relate in any way to the business, products, practices or techniques of the
Company or contain Confidential Information, whether created by Executive, or
which come into Executive's possession by reason of Executive's employment with
the Company, and Executive agrees further that all. of the foregoing are the
property of the Company.

7.8. Executive agrees that he will not disclose to the Company or
induce the Company to use any invention or confidential information belonging to
any third party.

7.9. Executive understands that the Company may enter into agreements
or arrangements that may be subject to laws and regulations which impose
obligations, restrictions and limitations on it with respect to Inventions and
patents which may be acquired by it or which may be conceived or developed by
employees, consultants or other agents rendering services to it. Executive
agrees that he shall be bound by all such obligations, restrictions and
limitations applicable to any said invention conceived or developed by Executive
during the period of his employment with the Company and shall take any and all
further action which may be required to discharge such obligations and to comply
with such restrictions and limitations.

7.10. Executive will exercise reasonable care, consistent with good
business judgment, to preserve in good working order subject to reasonable wear
and tear from authorized usage, and to prevent loss of any equipment,
instruments or accessories of the Company in Executive's custody for the purpose
of making demonstrations, implementing trials, carrying out development work, or
otherwise conducting the business of the Company. Upon request, Executive will
promptly surrender the same to the Company at the conclusion of Executive's
employment with the Company, or if not surrendered, Executive will account to
the Company to its reasonable satisfaction as to the present location of all
such instruments or accessories giving the business purpose of their placement
at such location. At the conclusion of Executive's employment with the Company,
Executive agrees to return such instruments or accessories to the Company or to
account for the same to the Company's reasonable satisfaction.

7.11. Executive affirms that he has no agreement with any other party
that would preclude his compliance with his obligations under this Agreement as
set forth above.

7.12. At the conclusion of him employment with the Company, Executive
agrees to give a written statement to the company certifying that he has
complied with him obligations under this Section 7 as set forth above and
acknowledging his continuing obligations to disclose Inventions, to do certain
lawful acts relating to United States and foreign Letters Patent on the
Inventions, and to preserve as confidential and refrain from using the Company's
Confidential Information.

8. ASSIGNMENT AND BINDING EFFECT.

8.1. This Agreement shall be binding upon and inure to the benefit of
Executive and Executive's heirs, executors, administrators and legal
representatives. Neither this Agreement nor any rights or obligations under this
Agreement shall be assignable by Executive. This Agreement shall be binding upon
and inure to the benefit of the Company and its successors, assigns and legal
representatives.

9. NOTICES.

9.1. All notices or demands of any kind required or permitted to be
given by the Company or Executive under this Agreement shall be given in writing
and shall be personally delivered (and receipted for) or mailed by certified
mail, return receipt requested, postage prepaid, addressed as follows:

(i) If to the Company:

Chief Executive Officer
Cypros Pharmaceutical Corporation
0000 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, XX 00000

(ii) If to Executive:

Xxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, XX 00000

Any such written notice shall be deemed received when personally delivered or
three (3) days after its deposit in the United States mail as specified above.
Either Party may change its address for notices by giving notice to the other
Party in the manner specified in this section.

10. CHOICE OF LAW.

10.1. This Agreement is made in San Diego, California. This Agreement
shall be construed and interpreted in accordance with the laws of the State of
California.

11. INTEGRATION.

11.1. This Agreement contains the entire agreement of the parties
relating to the subject matter of this Agreement, and supersedes all prior oral
and written employment agreements or arrangements between the Parties.

12. AMENDMENT.

12.1. This Agreement cannot be amended or modified except by a written
agreement signed by Executive and the Company.

13. WAIVER.

13.1. No term, covenant or condition of this Agreement or any breach
thereof shall be deemed waived, except with the written consent of the Party
against whom the waiver is claimed, and any waiver of any such term, covenant,
condition or breach shall not be deemed to be a waiver of any preceding or
succeeding breach of the same or any other term, covenant, condition or breach.

14. SEVERABILITY.

14. 1. The unenforceability, invalidity or illegality of any provision
of this Agreement shall not render any other provision of this Agreement
unenforceable, invalid or illegal.

15. INTERPRETATION: CONSTRUCTION.

15.1. The headings set forth in this Agreement are for convenience of
reference only and shall not be used in interpreting this Agreement. This
Agreement has been drafted by legal counsel representing the Company, but
Executive has been encouraged, and has had the opportunity to consult with, him
own independent counsel and tax advisors with respect to the terms of this
Agreement. The Parties acknowledge that each Party and its counsel has reviewed
and revised, or had an opportunity to review and revise, this Agreement, and the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of this Agreement.

16. REPRESENTATIONS AND WARRANTIES

16.1. Executive represents and, warrants that he is not restricted or
prohibited, contractually or otherwise, from entering into and performing each
of the terms and covenants

contained in this Agreement, and that his execution and performance of this
Agreement will not violate or breach any other agreement between Executive
and any other person or entity.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written.

The Company:

Cypros Pharmaceutical Corporation,
a California corporation

By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Xxxxx X. Xxxxxx
Senior Vice President and Chief Financial
Officer

Executive:

/s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxx, Ph.D.

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