EQUITY INVESTMENT AGREEMENTEquity Investment Agreement • August 14th, 2003 • Cypress Bioscience Inc • Biological products, (no disgnostic substances)
THIS EQUITY INVESTMENT AGREEMENT (the “Agreement”) is made as of June 6, 2003 (the “Effective Date”), by and between CYPRESS BIOSCIENCE, INC., a Delaware corporation having an address of 4350 Executive Drive, Suite 325, San Diego, CA 92121, U.S.A. (“Cypress”), and PIERRE FABRE MÉDICAMENT, organized under the25 laws of France having an address of 45, place Abel-Gance, 92654 Boulogne cedex, France (“Pierre Fabre”).
SECOND RESTATED LICENSE AGREEMENTLicense Agreement • August 14th, 2003 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • New York
THIS SECOND RESTATED LICENSE AGREEMENT (this “Agreement”) is entered into as of May 30, 2003 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 Restated License Agreement between Pierre Fabre and Cypress dated November 13, 2001 (the “Prior Agreement”), which amended and restated in its entirety the License Agreement between Cypress and Pierre Fabre dated August 1, 2001 (the “Effective Date”).
CYPRESS BIOSCIENCE, INC. WARRANT TO PURCHASE COMMON STOCKCypress Bioscience Inc • August 14th, 2003 • Biological products, (no disgnostic substances) • New York
This Certifies That, for value received, PIERRE FABRE MÉDICAMENT, with its principal office at of 45, place Abel-Gance, 92654 Boulogne cedex, France, or assigns (“Pierre Fabre”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from CYPRESS BIOSCIENCE INC., a Delaware corporation, with its principal office at 4350 Executive Drive, Suite 325 San Diego, California 92121 (“Cypress”) up to 300,000 shares of Common Stock (the “Common Stock”) of Cypress. This Warrant is being issued in connection with the Second Restated License Agreement, dated of even date herewith by and among Cypress and Pierre Fabre (the “Restated License Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2003 • Cypress Bioscience Inc • Biological products, (no disgnostic substances) • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of this 11th day of August 2003, by and between CYPRESS BIOSCIENCE, INC., a Delaware corporation (the ‘Company”) and Jay D. Kranzler, M.D., Ph.D. (the “Employee”).
