UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 4) 1

Cypress Bioscience, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

232674507
(CUSIP Number)
 
JEFFREY C. SMITH
RAMIUS LLC
599 Lexington Avenue, 20th Floor
New York, New York 10022
(212) 845-7955
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 14, 2010
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1               The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).
 
 
 

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,067,500
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,067,500
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,067,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%
14
TYPE OF REPORTING PERSON
 
CO

 
2

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RAMIUS OPTIMUM INVESTMENTS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
134,951
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
134,951
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
134,951
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
3

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RAMIUS NAVIGATION MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,549
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,549
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,549
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
4

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
COWEN OVERSEAS INVESTMENT LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
610,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
610,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
610,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.6%
14
TYPE OF REPORTING PERSON
 
PN

 
5

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RAMIUS ENTERPRISE MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,549
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,549
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,549
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
6

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RAMIUS V&O ACQUISITION LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
OO

 
7

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RAMIUS ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
747,500
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
747,500
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
747,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.9%
14
TYPE OF REPORTING PERSON
 
OO

 
8

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,067,500
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,067,500
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,067,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%
14
TYPE OF REPORTING PERSON
 
OO

 
9

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RAMIUS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,815,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,815,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
OO

 
10

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
COWEN GROUP, INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,815,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,815,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
CO

 
11

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
RCG HOLDINGS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,815,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,815,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
OO

 
12

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
C4S & CO., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,815,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,815,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
OO

 
13

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
PETER A. COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,815,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,815,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
IN

 
14

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
MORGAN B. STARK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,815,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,815,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
IN

 
15

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
JEFFREY M. SOLOMON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,815,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,815,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
IN

 
16

 
CUSIP NO. 232674507
 
1
NAME OF REPORTING PERSON
 
THOMAS W. STRAUSS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)  o
  (b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,815,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,815,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,815,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.9%
14
TYPE OF REPORTING PERSON
 
IN

 
17

 
CUSIP NO. 232674507
 
The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned.  This Amendment No. 4 amends the Schedule 13D as specifically set forth.

Item 2.
Identity and Background.

Item 2 is hereby amended and restated to read as follows:
 
(a)           This statement is filed by:
 
 
(i)
Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(ii)
Ramius Optimum Investments LLC, a Delaware limited liability company (“ROIL”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
Ramius Navigation Master Fund Ltd, a Cayman Islands exempted company (“Navigation Master Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(iv)
Cowen Overseas Investment LP, a Cayman Islands limited partnership (“COIL”), with respect to the Shares directly and beneficially owned by it;
 
 
(v)
Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), which serves as the sole shareholder of Navigation Master Fund;
 
 
(vi)
Ramius V&O Acquisition LLC, a Delaware limited liability company (“V&O Acquisition”), a wholly owned subsidiary of Ramius Value and Opportunity Advisors, LLC;
 
 
(vii)
Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), which serves as the investment advisor of Enterprise Master Fund and Navigation Master Fund, the managing member or ROIL and the general partner of COIL;
 
 
(viii)
Ramius Value and Opportunity Advisors LLC, a Delaware limited liability company (“Value and Opportunity Advisors”), which serves as the investment manager of Value and Opportunity Master Fund;
 
 
(ix)
Ramius LLC, a Delaware limited liability company (“Ramius”), which serves as the sole member of each of Value and Opportunity Advisors and Ramius Advisors;
 
 
(x)
Cowen Group, Inc., a Delaware corporation (“Cowen”), which serves as the sole member of Ramius;
 
 
(xi)
RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), which is a significant shareholder of Cowen;
 
 
(xii)
C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), which serves as managing member of RCG Holdings;
 
 
18

 
CUSIP NO. 232674507
 
 
(xiii)
Peter A. Cohen, who serves as one of the managing members of C4S;
 
 
(xiv)
Morgan B. Stark, who serves as one of the managing members of C4S;
 
 
(xv)
Thomas W. Strauss, who serves as one of the managing members of C4S; and
 
 
(xvi)
Jeffrey M. Solomon, who serves as one of the managing members of C4S.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of V&O Acquisition, Ramius Advisors, ROIL, Value and Opportunity Advisors, Ramius, Cowen, RCG Holdings, C4S, and Messrs. Cohen, Stark, Strauss and Solomon is 599 Lexington Avenue, 20th Floor, New York, New York 10022.
 
The address of the principal office of each of Value and Opportunity Master Fund, COIL, Enterprise Master Fund and Navigation Master Fund is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, Windward 1, 2nd Floor, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.  The officers and directors of each of Value and Opportunity Master Fund, Enterprise Master Fund, Navigation Master Fund and Cowen and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2.
 
(c)           The principal business of each of Value and Opportunity Master Fund, ROIL, COIL, Navigation Master Fund and V&O Acquisition is serving as a private investment fund.  Value and Opportunity Master Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.  Each of ROIL, Navigation Master Fund and COIL has been formed for the purpose of making equity and debt investments.  Enterprise Master Fund is the sole shareholder of Navigation Master Fund.  The principal business of Value and Opportunity Advisors is acting as the investment manager of Value and Opportunity Master Fund.  V&O Acquisition is a wholly owned subsidiary of Value and Opportunity Advisors.  The principal business of Ramius Advisors is acting as the investment advisor of each of Navigation Master Fund and Enterprise Master Fund, as the managing member of ROIL and as the general partner of COIL.  Ramius is engaged in money management and investment advisory services for third parties and proprietary accounts and serves as the sole member of each of Value and Opportunity Advisors and Ramius Advisors.  Cowen provides alternative investment management, investment banking, research, and sales and trading services through its business units, Ramius and Cowen and Company.  Cowen also serves as the sole member of Ramius.  RCG Holdings is a significant shareholder of Cowen.  C4S serves as managing member of Ramius.  Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing members of C4S.
 
(d)           No Reporting Person, nor any person listed on Schedule B, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person, nor any person listed on Schedule B, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
 
19

 
CUSIP NO. 232674507
 
(f)           Messrs. Cohen, Stark, Strauss and Solomon are citizens of the United States of America.
 
Item 4.
Purpose of Transaction.
 
 
Item 4 is hereby amended to add the following:
 
On September 15, 2010, V&O Acquisition commenced a tender offer to acquire up to all the outstanding Shares of the Issuer for $4.25 per Share in cash, subject to certain conditions (the “Tender Offer”).  The purpose of the Tender Offer is to acquire control of, and the entire equity interest in, the Issuer.  Value and Opportunity Advisors and V&O Acquisition currently intend, promptly following the successful completion of the Tender Offer, to consummate a second-step merger or similar business combination with the Issuer in which all outstanding Shares that are not purchased in the offer (other than the Shares held by stockholders who perfect their appraisal rights) will be exchanged for an amount in cash per Share equal to the highest price paid per Share pursuant to the Tender Offer (the “Proposed Merger”).  Value and Opportunity Advisors and V&O Acquisition also currently intend, promptly following the successful completion of the Tender Offer, to seek maximum representation on the Issuer’s Board.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended to add the following:
 
A.
V&O Acquisition
 
 
(a)
As of the close of business on September 14, 2010, V&O Acquisition did not own any Shares.
 
Percentage: 0%.
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
V&O Acquisition did not conduct any transactions in the Shares during the past 60 days.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .
 
Item 6 is hereby amended to add the following:
 
On September 14, 2010, Value and Opportunity Advisors and Royalty Pharma Finance Trust entered into a Commitment Letter pursuant to which, among other things, RP Management, LLC, Administrator of Royalty Pharma Finance Trust (“RP”), has committed to provide financing to Ramius and its affiliates in an amount up to $125.0 million (“RP Financing”) in connection with the Tender Offer.  Up to $80 million of the RP Financing will be repaid following the consummation of the Tender Offer and the closing of the Proposed Merger using cash or cash equivalents of the Issuer. The remaining $45 million of the RP Financing will be repaid by RP’s exchanging $45 million in principal amount of the RP Financing (following the consummation of the Tender Offer and the closing of the Proposed Merger) for a one half interest in the Issuer’s royalty interest (the “Royalty”) (which shall include all milestone and other payments) in worldwide net sales of Savella pursuant to the License and Collaboration Agreement by and between Cypress and Forest Laboratories Ireland Limited dated January 9, 2004.  The commitment of RP is, and the obligation of RP to advance the RP Financing is, conditioned upon, among other things, the execution of mutually satisfactory definitive documentation for the RP Financing; RP being satisfied in its sole discretion with its due diligence investigation of the License Agreement and the related intellectual property; absence of material adverse change with respect to the Issuer, its assets, its financial condition or the Royalty; and Value and Opportunity Advisors and V&O Acquisition not amending any material provision or waiving any material term of the Tender Offer without RP’s prior written consent.  A copy of the Commitment Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.   Reference is made to such exhibit for a more complete description of the proposed terms and conditions of the RP Financing, and the foregoing summary of such terms and conditions is qualified in its entirety by such exhibit.
 
On September 15, 2010, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
 
20

 
CUSIP NO. 232674507
 
Item 7.
Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Commitment Letter, dated as of September 14, 2010, among Ramius Value and Opportunity Advisors LLC and RP Management, LLC.
 
 
99.2
Joint Filing Agreement by and among Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master Fund Ltd, Ramius Optimum Investments LLC, Cowen Overseas Investment LP, Ramius Enterprise Master Fund Ltd, Ramius V&O Acquisition LLC, Ramius Advisors, LLC, Ramius Value and Opportunity Advisors LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated September 15, 2010.
 
 
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CUSIP NO. 232674507
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  September 16, 2010

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By:  Ramius Value and Opportunity Advisors LLC,
its investment manager
 
RAMIUS NAVIGATION MASTER FUND LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
RAMIUS ENTERPRISE MASTER FUND LTD
By:  Ramius Advisors, LLC,
its investment advisor
 
RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
By:  Ramius LLC,
its sole member
 
RAMIUS OPTIMUM INVESTMENTS LLC
By:  Ramius Advisors, LLC,
its managing member
RAMIUS V&O ACQUISITION LLC
 
COWEN OVERSEAS INVESTMENT LP
By:  Ramius Advisors, LLC,
its general partner
 
RAMIUS ADVISORS, LLC
By:  Ramius LLC,
its sole member
 
RAMIUS LLC
By:  Cowen Group, Inc.,
its sole member
 
COWEN GROUP, INC.
 
RCG HOLDINGS LLC
By:  C4S & Co., L.L.C.,
its managing member
 
C4S & CO., L.L.C.
 

By:
/s/ Owen S. Littman
 
Name:
Owen S. Littman
 
Title:
Authorized Signatory


/s/ Owen S. Littman
 
OWEN S. LITTMAN
 
As attorney-in-fact for Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
 

 
22

 
CUSIP NO. 232674507
 
SCHEDULE B
 
Directors and Officers of Ramius Value and Opportunity Master Fund Ltd
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Owen S. Littman
Director
 
General Counsel of Cowen Group, Inc.
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Mark R. Mitchell
Director
 
Partner Managing Director of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
CFS Company Ltd.
Director
 
Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund
 
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
 
Cayman Islands
             
CSS Corporation Ltd.
Secretary
 
Affiliate of the Administrator of the Fund
 
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
 
 
Cayman Islands

 
Directors and Officers of Ramius Enterprise Master Fund Ltd
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Morgan B. Stark
Director
 
Chairman of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Owen S. Littman
Director
 
General Counsel of Cowen Group, Inc.
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
CFS Company Ltd.
Director
 
Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund
 
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
 
 
Cayman Islands
             
CSS Corporation Ltd.
Secretary
 
Affiliate of the Administrator of the Fund
 
c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park
Windward 1, 2nd Floor
PO Box 31106
Grand Cayman KY1-1205 Cayman Islands
 
 
Cayman Islands

 
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CUSIP NO. 232674507
 
Directors and Officers of Ramius Navigation Master Fund Ltd
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Jeffrey C. Smith
Director
 
Partner Managing Director of Ramius LLC
 
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States

 
Directors and Officers of Cowen Group, Inc.
 
Name and Position
 
Principal Occupation
 
Principal Business Address
 
Citizenship
             
Peter A. Cohen
Chairman of the Board and Chief Executive Officer
 
Chief Executive Officer of Cowen Group, Inc.
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Steven Kotler
Director
 
Vice Chairman of Gilbert Global Equity Partners
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Jules B. Kroll
Director
 
President of JEMKroll Group
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
David M. Malcolm
Director
 
Chairman of Cowen and Company, LLC
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Jerome S. Markowitz
Director
 
Senior Partner at Conifer Securities LLC
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Jack H. Nusbaum
Director
 
Chairman of Willkie Farr & Gallagher LLP
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Edoardo Spezzotti
Director
 
Senior Executive Vice President of Unicredit Group
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
Italy
             
John E. Toffolon, Jr.
Lead Director
 
Director, Westway Group, Inc.
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
 
 
24

 
CUSIP NO. 232674507
 
Christopher A. White
Chief of Staff
 
Chief of Staff of Cowen Group, Inc.
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Joseph R. Wright
Director
 
Senior Advisor to The Chart Group, L.P. and Director of Scientific Games Corporation
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Morgan B. Stark
Member of Executive and Operating Committees
 
Chairman of Ramius LLC
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Thomas W. Strauss
Member of Executive and Operating Committees
 
President of Ramius LLC
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Stephen A. Lasota
Chief Financial Officer
 
Chief Financial Officer of Ramius LLC
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States
             
Jeffrey M. Solomon
Chief Operating Officer, Chief Strategy Officer, Chairman of the Investment Committee and member of the Operating Committee
 
Chief Operating Officer of Cowen Group, Inc.
 
c/o Cowen Group, Inc.
599 Lexington Avenue
20th Floor
New York, New York 10022
 
United States

 
25

 
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