##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-50642
 Memory Pharmaceuticals Corp.
  Delaware
    
    04-3363475(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification No.)Incorporation or Organization)100 Philips Parkway, Montvale, New Jersey
    
    07645(Address of Principal Executive Offices)
    
    (Zip Code)
 (Registrants Telephone Number, Including Area Code)
 (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
  þ o
  o o þ
  o þ




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##### 



MEMORY
PHARMACEUTICALS CORP.
 Table of Contents
 Part I. Financial Information
    
    
    3Item 1. Financial Statements (unaudited)
    
    
    3BALANCE SHEETS
    
    
    3STATEMENTS OF OPERATIONS
    
    
    4STATEMENTS OF CASH FLOWS
    
    
    5NOTES TO FINANCIAL STATEMENTS
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22Part II. Other Information
    
    
    23Item 1A. Risk Factors
    
    
    23Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    26SIGNATURES
    
    
    28EX-10.4: AMENDMENT NO.1 TO COLLABORATION AND LICENSE AGREEMENTEX-10.5: FORM OF AMENDMENT TO OFFER LETTER OF EMPLOYMENTEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements (unaudited)
 MEMORY
PHARMACEUTICALS CORP.
 
 BALANCE SHEETS
 (unaudited)
 (in thousands, except for share and per share amounts)
 September 30,
    
    
    December 31,2006
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    24,349
    
    
    $
    39,533Marketable securities
    
    
    551
    
    
    
    4,546Receivables
    
    
    
    
    
    
    1,562Prepaid and other current assets
    
    
    1,285
    
    
    
    1,000Total current assets
    
    
    26,185
    
    
    
    46,641Property and equipment, net
    
    
    7,794
    
    
    
    9,167Restricted cash
    
    
    505
    
    
    
    505Total assets
    
    $
    34,484
    
    
    $
    56,313LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,243
    
    
    $
    759Accrued expenses
    
    
    3,905
    
    
    
    3,839Current portion of equipment notes payable
    
    
    866
    
    
    
    1,303Deferred revenue  current
    
    
    4,566
    
    
    
    8,797Total current liabilities
    
    
    11,580
    
    
    
    14,698Warrant liability
    
    
    2,676
    
    
    
    8,477Equipment notes payable, less current portion
    
    
    500
    
    
    
    1,089Deferred revenue  long-term
    
    
    12,872
    
    
    
    11,098Total liabilities
    
    
    27,628
    
    
    
    35,362Stockholders equity:Common stock, $0.001 par value per share;
100,000,000 shares authorized and 37,923,706
and 37,714,703 issued and outstanding at
September 30, 2006, and December 31, 2005,
respectively
    
    
    38
    
    
    
    38Additional paid-in capital
    
    
    175,325
    
    
    
    173,195Accumulated deficit
    
    
    (168,500
    )
    
    
    (152,120
    )Accumulated other comprehensive loss
    
    
    (7
    )
    
    
    (23
    )Deferred compensation
    
    
    
    
    
    
    (139
    )Total stockholders equity
    
    
    6,856
    
    
    
    20,951Total liabilities and stockholders equity
    
    $
    34,484
    
    
    $
    56,313
  3




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MEMORY PHARMACEUTICALS CORP.
 
 STATEMENTS OF OPERATIONS
 (unaudited)
 (in thousands, except for share and per share amounts)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenue
    
    $
    1,958
    
    
    $
    2,490
    
    
    $
    6,682
    
    
    $
    7,411Operating expenses:Research and development
    
    
    10,044
    
    
    
    7,765
    
    
    
    23,266
    
    
    
    25,510General and administrative
    
    
    2,376
    
    
    
    2,143
    
    
    
    6,677
    
    
    
    6,425Total operating expenses
    
    
    12,420
    
    
    
    9,908
    
    
    
    29,943
    
    
    
    31,935Loss from operations
    
    
    (10,462
    )
    
    
    (7,418
    )
    
    
    (23,261
    )
    
    
    (24,524
    )Unrealized gain/(loss) on warrants
    
    
    308
    
    
    
    (3,884
    )
    
    
    5,801
    
    
    
    (3,884
    )Interest:Income
    
    
    382
    
    
    
    193
    
    
    
    1,238
    
    
    
    595Expense
    
    
    (42
    )
    
    
    (71
    )
    
    
    (150
    )
    
    
    (220
    )Interest income, net
    
    
    340
    
    
    
    122
    
    
    
    1,088
    
    
    
    375Net loss before income taxes
    
    
    (9,814
    )
    
    
    (11,180
    )
    
    
    (16,372
    )
    
    
    (28,033
    )Income taxes
    
    
    9
    
    
    
    3
    
    
    
    8
    
    
    
    7Net loss attributable to common stockholders
    
    $
    (9,823
    )
    
    $
    (11,183
    )
    
    $
    (16,380
    )
    
    $
    (28,040
    )Basic and diluted net loss per share of common stock
    
    $
    (0.26
    )
    
    $
    (0.42
    )
    
    $
    (0.43
    )
    
    $
    (1.24
    )Basic and diluted weighted average number of shares
of common stock outstanding
    
    
    37,923,706
    
    
    
    26,420,436
    
    
    
    37,835,147
    
    
    
    22,661,235
  4




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MEMORY PHARMACEUTICALS CORP.
 
 STATEMENTS OF CASH FLOWS
 (unaudited)
 (in thousands)
 Nine Months EndedSeptember 30,2006
    
    
    2005Cash flows used in operating activities:Net loss
    
    $
    (16,380
    )
    
    $
    (28,040
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    1,566
    
    
    
    1,616Non-cash stock based compensation
    
    
    2,062
    
    
    
    1,401Unrealized (gain)/loss on warrants
    
    
    (5,801
    )
    
    
    3,884Changes in operating accounts:Receivables
    
    
    1,562
    
    
    
    830Prepaid and other current assets
    
    
    (285
    )
    
    
    (341
    )Other assets
    
    
    
    
    
    
    7Accounts payable
    
    
    1,484
    
    
    
    (614
    )Accrued expenses
    
    
    66
    
    
    
    517Deferred revenue
    
    
    (2,457
    )
    
    
    (536
    )Net cash used in operating activities
    
    
    (18,183
    )
    
    
    (21,276
    )Cash flows provided by investing activities:Purchases of marketable securities
    
    
    (986
    )
    
    
    Sales of marketable securities
    
    
    4,997
    
    
    
    2,652Additions to property and equipment
    
    
    (193
    )
    
    
    (711
    )Net cash provided by investing activities
    
    
    3,818
    
    
    
    1,941Cash flows used in financing activities:Proceeds from issuance of common stock
    
    
    207
    
    
    
    29,631Proceeds from equipment notes payable
    
    
    
    
    
    
    495Principal repayment equipment notes payable
    
    
    (1,026
    )
    
    
    (1,484
    )Net cash (used in) / provided by financing activities
    
    
    (819
    )
    
    
    28,642Net (decrease) / increase in cash and cash equivalents
    
    
    (15,184
    )
    
    
    9,307Cash and cash equivalents, beginning of period
    
    
    39,533
    
    
    
    31,220Cash and cash equivalents, end of period
    
    $
    24,349
    
    
    $
    40,527Supplemental cash flow information:Cash paid for interest
    
    $
    150
    
    
    $
    220Cash paid for taxes
    
    
    8
    
    
    
    7
  5




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MEMORY PHARMACEUTICALS CORP.
 
 NOTES TO FINANCIAL STATEMENTS
 (unaudited)
 (1) Basis of Presentation
    (2) New Accounting Pronouncement
 Share-Based Payment and related Financial Accounting Standards
Boards Staff Positions Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation
    6




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Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2005
    
    
    2005(in thousands except per share amounts)Net loss attributable to common stockholders, as reported
    
    
    (11,183
    )
    
    $
    (28,040
    )Add: Stock-based director compensation expense included in reported net loss
    
    
    36
    
    
    
    1,401Deduct: Employee stock-based compensation expense under fair-value based method
    
    
    (639
    )
    
    
    (1,671
    )Deduct: Employee compensation for 2004 ESPP under fair-value based method
    
    
    (12
    )
    
    
    (54
    )Pro forma net loss attributable to common stockholders
    
    $
    (11,798
    )
    
    $
    (28,364
    )Pro forma basic and diluted net loss per share of common stock
    
    $
    (0.45
    )
    
    $
    (1.25
    )Basic and diluted net loss per share of common stock, as reported
    
    $
    (0.42
    )
    
    $
    (1.24
    )
  Three Months
    
    Nine MonthsEnded September
    
    Ended September30, 2005
    
    30, 2005Expected stock price volatility
    
    
    80
    %
    
    
    80
    %Expected term until exercise
    
    5 years
    
    5 yearsRisk-free interest rate
    
    
    4.14
    %
    
    
    3.97
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
 (3) Stock-Based Compensation
  Stock Options
  7




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Three Months
    
    Nine MonthsEnded
    
    EndedSeptember 30,
    
    September 30,2006
    
    2006Expected life
    
    5.56 to 6.06 years
    
    5.56 to 6.25 yearsExpected volatility
    
    78.9%
    
    78.9% to 81.5%Risk-free interest rate
    
    4.60% to 5.19%
    
    4.39% to 5.19%Dividend yield
    
    0%
    
    0%
   WeightedWeighted
    
    AverageAverage
    
    RemainingNumber
    
    Exercise Price
    
    Contractualof Shares
    
    per Share
    
    Term (in years)Outstanding at January 1, 2006
    
    
    4,108,058
    
    
    $
    3.47Granted
    
    
    1,562,189
    
    
    
    1.98Exercised
    
    
    (115,921
    )
    
    
    0.75Forfeited or expired
    
    
    (297,202
    )
    
    
    4.32Outstanding at September 30, 2006
    
    
    5,257,124
    
    
    $
    3.04
    
    
    
    8.18Vested and expected to vest at September 30, 2006
    
    
    4,874,335
    
    
    $
    3.06
    
    
    
    8.11Vested and exercisable at September 30, 2006
    
    
    2,526,433
    
    
    $
    3.33
    
    
    
    7.20
    8




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Employee Stock Purchase Plan
    Three and NineMonths EndedSeptember 30,2006Expected life
    
    0.5 to 1.25 yearsExpected volatility
    
    78.9% to 81.5%Risk-free interest rate
    
    4.48% to 5.11%Dividend yield
    
    0%
   (4) Net Loss Per Share
  9




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Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2006
    
    2005
    
    2006
    
    2005Common stock options
    
    
    5,208,849
    
    
    
    3,905,122
    
    
    
    4,772,565
    
    
    
    3,381,817Warrants
    
    
    5,913,267
    
    
    
    1,999,651
    
    
    
    5,913,267
    
    
    
    746,489Total
    
    
    11,122,116
    
    
    
    5,904,773
    
    
    
    10,685,832
    
    
    
    4,128,306
  (5) Marketable Securities
 Accounting for Certain Investments in Debt and Equity Securities
 10




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##### Table of Contents



September 30, 2006
    
    
    December 31, 2005Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Loss
    
    
    Value
    
    
    Loss(in thousands)Corporate debt securities
    
    $
    
    
    
    $
    
    
    
    $
    1,003
    
    
    $
    6Obligations of US government agencies
    
    
    
    
    
    
    
    
    
    
    2,399
    
    
    
    3Mortgage-backed and asset-backed securities
    
    
    551
    
    
    
    
    
    
    
    1,144
    
    
    
    8Marketable securities due over 90 days
    
    $
    551
    
    
    $
    
    
    
    $
    4,546
    
    
    $
    17Commercial paper
    
    
    11,997
    
    
    
    2
    
    
    
    19,156
    
    
    
    6Obligations of US government agencies
    
    
    8,955
    
    
    
    5
    
    
    
    12,289
    
    
    
    Marketable securities due in 90 days or less*
    
    $
    20,952
    
    
    $
    7
    
    
    $
    31,445
    
    
    $
    6Total marketable securities
    
    $
    21,503
    
    
    $
    7
    
    
    $
    35,991
    
    
    $
    23
 
 *
    
    Classified as cash and cash equivalents on the balance sheets.  Cost
    
    
    Fair value(in thousands)Due in 90 days or less*
    
    $
    20,958
    
    
    $
    20,952Due after 90 days, up to one year
    
    
    
    
    
    
    Due after one year, up to two years
    
    
    88
    
    
    
    88Due after two years
    
    
    464
    
    
    
    463$
    21,510
    
    
    $
    21,503
 
 *
    
    Classified as cash and cash equivalents on the balance sheets.  (6) Comprehensive Income/Loss
  (7) License Agreements and Collaborations
 Bayer AG in-license
  11




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Hoffmann-LaRoche (2002 Roche Agreement)
    Hoffmann-LaRoche
(Amended and Restated 2003 Roche Agreement)
    12




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Amgen Inc. (2005 Amgen Agreement)
   The Stanley Medical Research Institute (SMRI Development Agreement)
  (8) September 2005 Private Placement
    Accounting for derivative financial
instruments indexed to, and potentially settled in, a companys own stock
  13




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(9) Subsequent Events
 Filing of Supplementary Information in Support of IND for MEM 3454
  Roche Milestone
  Amgen Milestone
   October Private Placement
  14




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  OVERVIEW
     15




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16




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CRITICAL ACCOUNTING POLICIES
   Revenue recognition
 , Revenue Recognition
  Accounting for Revenue Arrangements with Multiple
Deliverables
  17




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Share-Based Compensation
    Accrued expenses
  Ø
    
    professional service fees, such as attorneys and accountants fees;Ø
    
    preclinical and clinical contract research organization fees;Ø
    
    fees to be paid to data management organizations and investigators in conjunction with clinical trials; andØ
    
    fees to be paid to contract manufacturers in conjunction with the production of the
clinical supply of our drug candidates.
  18




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Research and development expense
  RESULTS OF OPERATIONS
 Three Months Ended September 30, 2006 compared to Three Months Ended September 30, 2005
 Revenue
   Research and development expense
  General and administrative expense
  Change in fair value of warrants
  Interest income and interest expense
  19




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Nine Months Ended September 30, 2006 compared to Nine Months Ended September 30, 2005
 Revenue
   Research and development expense
  General and administrative expense
  Change in fair value of warrants
  Interest income and interest expense
  Liquidity and capital resources
   20




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Ø
    
    our ability to obtain stockholder approval and consummate the second closing in the private placement;Ø
    
    the number of compounds and drug candidates that we advance through the development process;Ø
    
    whether we are able to enter into collaborations and the terms of any such collaboration;Ø
    
    the scope and results of our and our collaborators clinical trials;Ø
    
    potential in-licensing or acquisition of other compounds or technologies;Ø
    
    the costs involved in utilizing third party contract research organizations for preclinical studies and clinical trials;Ø
    
    the timing of, and the costs involved in, obtaining regulatory approvals;Ø
    
    the availability of third parties, and the cost, to manufacture compounds for clinical trial supply;Ø
    
    the costs involved in preparing, filing, prosecuting, maintaining and enforcing
patent claims and other patent-related costs, including litigation costs and the results
of such litigation; andØ
    
    the cost of commercialization activities, including product marketing, sales and
distribution.
  21




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New Accounting Pronouncement















Item 3. Quantitative and Qualitative Disclosures About Market Risk







Item 4. Controls and Procedures


Evaluation of disclosure controls and procedures




Change in internal control over financial reporting




Limitations on the effectiveness of controls




22



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PART II. OTHER INFORMATION.
 
 Item 1A. Risk Factors
 In addition to the other information set forth in this report, you should carefully consider the
risk factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for
the year ended December 31, 2005, as well as those discussed in Part II, Item 1A. Risk Factors
in our Quarterly Report on Form 10-Q for the period ended March 31, 2006 which could materially
affect our business, financial condition or future results. The risks described in our Annual
Report on Form 10-K , as updated by our quarterly reports on Form 10-Q , are not the only risks
facing our Company. Additional risks and uncertainties not currently known to us, or that we
currently deem to be immaterial, may also materially adversely affect our business, financial
condition and/or operating results.

To the extent that the risk factors set
forth below appear in our Annual Report on Form 10-K or our Quarterly Reports on Form 10-Q , the
risk factors set forth below replace in their entirety those risk factors with the same titles
contained in such previously filed reports.
 Risks Relating to our Business
 Our drug candidates and programs are novel and in the early stages of development. As a result, it
is difficult to predict accurately if and when we will achieve the development goals we establish
for these drug candidates and programs.
   If our clinical trials or those of our collaborators are unsuccessful, or if we experience
significant delays in these trials, our ability to commercialize our products will be impaired.
  23




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Ø
    
    any preclinical test or clinical trial may fail to produce safety and efficacy
results satisfactory to the FDA or foreign regulatory authorities;Ø
    
    preclinical and clinical data could be interpreted in different ways, which could
delay, limit or prevent regulatory approval;Ø
    
    negative or inconclusive results from a preclinical test or clinical study or adverse
medical events during a clinical trial could cause delays in the completion of the
preclinical test or clinical study, or could cause a preclinical study or clinical trial
to be repeated, additional tests to be conducted or a program to be terminated, even if
other studies or trials relating to the program are successful;Ø
    
    the FDA or foreign regulatory authority could impose conditions on the scope or
design of a clinical trial;Ø
    
    the FDA or foreign regulatory authority could place a clinical hold on a trial if,
among other reasons, it requires further information regarding certain results or events
during preclinical tests or clinical trials, or it finds that patients enrolled in the
trial are or would be exposed to an unreasonable and significant risk of illness or
injury;Ø
    
    the FDA or foreign regulatory authority might not approve the manufacturing processes
or facilities that we utilize, or the processes or facilities of our collaborators;Ø
    
    we may encounter delays in obtaining IRB approval to conduct a clinical trial at a
prospective study site or in revising a clinical trial protocol after the clinical trial
has commenced;Ø
    
    any regulatory approval we ultimately obtain may be limited or subject to
restrictions or post-approval commitments that render the product not commercially
viable;Ø
    
    we or our collaborators may encounter delays based on changes in regulatory agency
policies during the period in which we develop a drug or the period required for review
of any application for regulatory agency approval;Ø
    
    our clinical trials may not demonstrate the safety and efficacy of our compounds or
result in marketable products; andØ
    
    we or our collaborators may encounter delays in obtaining a sufficient supply of a
drug candidate for use in our clinical trials either due to the amount of time required
to manufacture a sufficient supply for larger clinical trials or as a result of
manufacturing or quality assurance issues.
  We will need additional financing, which may be difficult to obtain. Our failure to obtain
necessary financing would adversely affect our development programs and other operations.
 24




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Ø
    
    the number of compounds and drug candidates that we advance through the development process;Ø
    
    the funding from our collaborations with Roche and Amgen;Ø
    
    whether we are able to enter into a collaboration with regard to MEM 1003 and the
terms of any such collaboration;Ø
    
    the scope and results of our and our collaborators clinical trials;Ø
    
    the costs involved in utilizing third party contract research organizations for preclinical studies and clinical trials;Ø
    
    the timing of, and the costs involved in, obtaining regulatory approvals;Ø
    
    the availability of third parties, and the cost, to manufacture compounds for clinical trial supply;Ø
    
    the costs involved in preparing, filing, prosecuting, maintaining and enforcing
patent claims and other patent-related costs, including litigation costs and the results
of such litigation; andØ
    
    the cost of commercialization activities, including product marketing, sales and
distribution.
   Risks Relating to our Common Stock
 As a result of the shares issued in the private placement, the number of shares of our common stock
outstanding has increased substantially and certain purchasers beneficially own significant blocks
of our common stock; upon registration under the Securities Act, these shares will be generally
available for resale in the public market.
   25




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If we do not obtain and maintain effectiveness of the registration statements covering the resale
of the shares issued in the private placement, we will be required to pay certain liquidated
damages, which could be material in amount.
  Our executive officers, directors and their affiliates have the ability to significantly influence
all matters submitted to stockholders for approval.
  
 Item 5. Other Information
 Executive Officers
  
 Item 6. Exhibits
 10.1*
    
    Employment Letter Agreement dated as of May 3, 2006, between
Michael Smith and the Registrant. Incorporated herein by reference
to Exhibit 10.1 of Registrants Current Report on Form 8-K, filed
on July 6, 2006.10.2
    
    Amended and Restated 2004 Employee Stock Purchase Plan.
Incorporated herein by reference to Exhibit 10.1 of Registrants
Current Report on Form 8-K, filed on July 20, 2006.
 26




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10.3
    
    Form of Scientific Advisory Board Services Agreement. Incorporated
herein by reference to Exhibit 10.1 of Registrants Current Report
on Form 8-K, filed on August 4, 2006.10.4**
    
    Amendment No. 1 to the Collaboration and License Agreement, dated
as of September 18, 2006, between Amgen Inc. and the Registrant.10.5*
    
    Form of amendment to offer letter of employment31.1
    
    Certification by the Chief Executive Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 193431.2
    
    Certification by the Principal Financial Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 193432.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Indicates management contract or compensatory plan or arrangement.**
    
    Confidential treatment requested as to certain portions, which portions are omitted and filed separately with the SEC. 27




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SIGNATURES
  MEMORY PHARMACEUTICALS CORP.By:
    /s/ Joseph M. DonabauerJoseph M. DonabauerVice President & Controller
(Principal Financial and Accounting Officer and
Duly Authorized Officer)  28




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Exhibit Index
 10.1*
    
    Employment Letter Agreement dated as of May 3, 2006, between
Michael Smith and the Registrant. Incorporated herein by reference
to Exhibit 10.1 of Registrants Current Report on Form 8-K, filed
on July 6, 2006.10.2
    
    Amended and Restated 2004 Employee Stock Purchase Plan.
Incorporated herein by reference to Exhibit 10.1 of Registrants
Current Report on Form 8-K, filed on July 20, 2006.10.3
    
    Form of Scientific Advisory Board Services Agreement. Incorporated
herein by reference to Exhibit 10.1 of Registrants Current Report
on Form 8-K, filed on August 4, 2006.10.4**
    
    Amendment No. 1 to the Collaboration and License Agreement, dated
as of September 18, 2006, between Amgen Inc. and the Registrant.10.5*
    
    Form of amendment to offer letter of employment31.1
    
    Certification by the Chief Executive Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 193431.2
    
    Certification by the Principal Financial Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 193432.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Indicates management contract or compensatory plan or arrangement.**
    
    Confidential treatment requested as to certain portions, which portions are omitted and filed separately with the SEC. 29