0000950134-08-003303 Sample Contracts

Employment Agreement By And Between Cypress Bioscience, Inc. And Michael J. Walsh
Employment Agreement • February 25th, 2008 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • California

This Employment Agreement (the “Agreement”) is made and entered into effective as of February 23, 2008 (the “Effective Date”), by and between Cypress Bioscience, Inc., a Delaware corporation (the “Company”), and Michael J. Walsh (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.”

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NON-COMPETITION AGREEMENT
Non-Competition Agreement • February 25th, 2008 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • California

This Non-Competition Agreement (the “Agreement”) is made and entered into as of this 23rd 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”).

RETENTION AGREEMENT
Retention Agreement • February 25th, 2008 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • California

This RETENTION AGREEMENT (this “Agreement”) is made on and as of February 23, 2008, by and among (the “Key Employee”), Proprius, Inc. (doing business in California as Proprius Pharmaceuticals, Inc.), a Delaware corporation (the “Company”), and Cypress Bioscience, Inc., a Delaware corporation (“Parent”).

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