THIRD AMENDMENT TO
AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT  (NICOTINIC ALPHA-7 PROGRAM)
 Amendment Memory Roche
 Agreement
   1.
    
    Memory and Roche hereby agree that Memory shall use its reasonable commercial
efforts to conduct the activities with respect to Compound 3454 (as defined in the
Agreement) set forth on Exhibit M attached hereto (such activities, as
modified, amended or otherwise supplemented in accordance with the procedures set forth
in paragraph 2 below, the Additional Activities). Exhibit M also
contains (a) estimated costs and expenses of the Additional Activities (which costs and
expenses do not include Memorys internal FTE or overhead expenses related to the
Additional Activities), (b) estimated timetables with respect to the Additional
Activities, and (c) related anticipated deliverables. Ownership of any intellectual
property resulting from the Additional Activities shall be as provided in Section 13.1
of the Agreement. MEMORY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR
IMPLIED, WITH RESPECT TO THE ADDITIONAL ACTIVITIES, INCLUDING, WITHOUT LIMITATION, THE
RESULTS THEREOF.2.
    
    From time to time upon mutual agreement, Memory and Roche may modify,
supplement or otherwise amend the scope of the Additional Activities set forth on
Exhibit M (including any Attachment thereto) by executing and delivering an
Exhibit M Change Form, such Exhibit M Change Form to be in substantially the form
attached hereto as Exhibit N. Notwithstanding anything contained in this
Amendment to the contrary, it is understood and agreed that the costs, expenses and
timetables included on Exhibit M are estimates only.
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3.
    
    Notwithstanding anything contained in the Agreement (including the Workplan
related thereto) to the contrary, the costs and expenses of the Additional Activities
(the Activity Costs) shall be borne and paid by Roche, except that Activity
Costs shall not include Memorys internal FTE or overhead expenses related to the
Additional Activities, which shall be borne and paid by Memory. Memory shall provide
Roche with a detailed invoice for any Activity Costs and Roche shall make payment to
Memory of such invoiced amounts within thirty (30) days after receipt by Roche of such
invoice. Subject to paragraph 4 below, the provisions of this paragraph 3 shall
survive the termination of the Agreement; provided, that for the avoidance of doubt,
following termination of the Agreement Memory may cease conducting the Additional
Activities.4.
    
    Roche may terminate the obligations of the parties pursuant to paragraphs 1 and
3 above, on an Additional Activity-by-Additional Activity basis, upon thirty (30) days
prior written notice to Memory (an Activity Termination); provided, that
Roche shall remain obligated to pay, subject to the immediately following sentence, (i)
all Activity Costs incurred through the effective date of such Activity Termination,
(ii) all costs and expenses of Memory in connection with cancellation of cancellable
Activity Costs, and (iii) all non-cancellable Activity Costs resulting from obligations
incurred before notice of such Activity Termination and accrued after the effective
date of such Activity Termination. In connection with an Activity Termination, Memory
shall, to the extent reasonably possible, seek to mitigate Activity Costs for the
Additional Activities arising with respect to the period of time following notice of
such Activity Termination.
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MEMORY PHARMACEUTICALS
CORP.
    
    HOFFMANN-LA ROCHE INC.By:
    
    /s/ James R. Sulat
    
    By:
    
    /s/ Warwick S. BedwellName: James R. Sulat
    
    
    
    Name:
    
    Warwick S. BedwellTitle: President and CEO
    
    
    
    Title:
    
    Vice PresidentGlobal Head of BusinessDevelopmentF. HOFFMANN-LA ROCHE LTDBy:
    
    /s/ Tobias KiechleName:
    
    Dr. Tobias KiechleTitle:
    
    Stv. DirektorGlobal Head Alliance ManagementBy:
    
    /s/ Melanie Frey WickName:
    
    Dr. Melanie Frey WickTitle:
    
    Authorized Signatory
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Exhibit M  Initial Additional Activities
 Estimated
    
    EstimatedItem Description
    
    Costs ($US)
    
    Timing
    
    Deliverables1.
    
    [*]
    
    [*]
    
    [*]
    
    [*]Substantially as
provided in [*]
proposal: [*]
(attached hereto as
Attachment M-1). [*]2.
    
    [*]
    
    [*]
    
    [*]
    
    [*][*]proposal: [*](attached hereto as Attachment M-2)3.
    
    [*]
    
    [*]
    
    [*]
    
    [*]
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Attachment M-1
 [*]  [*]
 [*]
 [*] [*]
 [*]
 Memory Pharmaceuticals Corp                                                                            [*]
 By:
    
    /s/ Ashok Tehim
    
    By:
    
    [*]Name:
    
    Ashok Tehim
    
    Name:
    
    [*]Title:
    
    VP, Chemistry
    
    Title:
    
    [*]Date:
    
    October 12, 2007
    
    Date:
    
    [*]
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Attachment M-2
 [*] [*]  [*]
 1.
    
    Parties:
    
    [*]
    
    Memory Pharmaceuticals, Corp.(Client)[*]
    
    100 Philips ParkwayMontvale, NJ 07645USA
 2.
    
    Product:
    
     MEM3454 Tablets (Two Strengths) (Product)3.
    
    Indication:
    
     CNS4.
    
    Description of Services:
    
    See Project Scope (Part A).5.
    
    Payment and Currency:
    
    See Budget Summary (Part B).6.
    
    Timeline:
    
    See High Level Timeline (Part C)7.
    
    [*]8.
    
    Effective Date:
    
    December 10, 20079.
    
    Master Agreement:
    
    The parties agree that the terms and conditions of that certain Master
Agreement for [*]dated as of January 11, 2005, together with the Standard Terms and
Conditions attached thereto as Schedule A and the Confidentiality Agreement referenced
therein, as each of the same may have been amended, modified or supplemented from time to
time, shall be deemed incorporated by reference in this Project Proposal and together shall
constitute an integrated, valid, binding and enforceable contract between the parties.10.
    
    Date ofConfidentialityAgreement:
    
    October 21, 200312.
    
    Date:
    
    December 21, 2007
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[*]
    
    Memory Pharmaceuticals, Corp.By: [*]
    
    By:
    
    /s/ David LoweName: [*]
    
    Name:
    
    David Lowe, Ph.D.Title: [*]
    
    Title:
    
    Chief Scientific Officer
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Table of Contents
 [*]
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[*]
 
 [*]
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[*] [*]
 1.
    
    Project Scope
 [*]
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Part B: Budget Summary
 [*]
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Part C: High Level Timeline
 [*]
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EXHIBIT M  CHANGE FORM NO. 1
  Agreement Exhibit M Exhibit M
 Exhibit M
 Estimated
    
    EstimatedItem Description
    
    Costs ($US)
    
    Timing
    
    Deliverables4.
    
    A p50 sensory gating
clinical study,
including
manufacturing,
testing and
distribution of
clinical trial
material, to
evaluate the effects
of the nicotinic
alpha 7 agonist MEM
3454 on P50 sensory
gating in patients
with Schizophrenia.
Which study will (a)
test multiple single
doses of Compound
3454, (b) is
double-blind, (c)
includes a minimum
of 12 [*] schizophrenia
patients randomized
who are on a stable
background
anti-psychotic
therapy (e) has as
its primary
objective to
determine the
utility of P50
sensory gating as an
efficacy biomarker
for nicotinic alpha
7 agonists such as
MEM 3454, [*].
    
    [*]
    
    [*]
    
    [*]Substantially as
provided in draft
protocol synopsis
(attached hereto as
Attachment M-4).
[*]
 Exhibit M
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MEMORY PHARMACEUTICALS
CORP.
    
    HOFFMANN-LA ROCHE INC.By:
    
    /s/ James R. Sulat
    
    By:
    
    /s/ Warwick S. BedwellName: James R. Sulat
    
    
    
    Name:
    
    Warwick S. BedwellTitle: President and CEO
    
    
    
    Title:
    
    Vice PresidentGlobal Head of BusinessDevelopmentF. HOFFMANN-LA ROCHE LTDBy:
    
    /s/ Robin BreckenridgeName:
    
    Robin BreckenridgeTitle:
    
    Vice President,Global Head OperationBy:
    
    /s/ Stefan ArnoldName:
    
    Stefan ArnoldTitle:
    
    Attorney at Law
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Attachment M-4
 Draft Protocol Synopsis
    [*]
 [*]
 :
   
    
    [*]
 [*]
   
    
    [*]
  
    
    [*]
  [*]
  [*]
 [*]
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Exhibit NForm of Exhibit Change Form
 EXHIBIT M CHANGE FORM NO. [___]
  Agreement Exhibit M Exhibit M
  [INSERT CHANGE]
 Exhibit M
  MEMORY PHARMACEUTICALS
CORP.
    
    
    
    HOFFMANN-LA ROCHE INC.By:
    
    
    
    
    
    By:Name: James R. Sulat
    
    
    
    
    
    Name:Title: President and CEO
    
    
    
    
    
    Title:F. HOFFMANN-LA ROCHE LTDBy:Name:Title:By:Name:Title:
 [*] CONFIDENTIAL TREATMENT IS REQUESTED