##### 



AMENDED AND RESTATED COLLABORATION AND LICENSE
AGREEMENT
 among
 F. Hoffmann-La Roche Ltd
 and Hoffmann-La Roche Inc.
 and
 Memory Pharmaceuticals Corp.




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AMENDED AND RESTATED COLLABORATION
AND LICENSE AGREEMENT
  INTRODUCTION
 1.
    
    Memory has discovered compounds active as PDE4 inhibitors, including a compound known as
MEM1414, and owns related intellectual property rights.
 2.
    
    Roche has expertise in the research, development, manufacture and commercialization of
pharmaceutical products.
 3.
    
    The parties entered into a collaboration to develop MEM1414 for commercialization; develop
potential back-up compounds and other PDE4 inhibitors focused on central nervous system
indications; and explore potential applications for other therapeutic areas such as
respiratory disease. This collaboration was memorialized by a Collaboration and License
Agreement dated July 29, 2002, as amended by an Amendment to the Collaboration and License
Agreement, dated October 22, 2003 (the Amendment), an Amendment to the Collaboration and
License Agreement dated August 6, 2004 (the First Amendment), a Second Amendment to the
Collaboration and License Agreement dated August 18, 2005 (the Second Agreement), and a
Third Amendment to the Collaboration and License Agreement dated February 27, 2006 (the Third
Agreement) (the Agreement, the Amendment, the First Amendment, the Second Amendment and the
Third Amendment are hereinafter referred to collectively as the Original Agreement).
 4.
    
    The parties now wish to amend and restate the Original Agreement as set forth in this Amended
and Restated Collaboration and License Agreement (this Agreement), which shall supercede and
replace in its entirety the Original Agreement.
 5.
    
    All licenses, options, rights and obligations contained in the Original Agreement are hereby
terminated, except as expressly provided for in this Agreement. The Research Collaboration
pursuant to Section 7.1 of the Original Agreement is hereby terminated and the JLT is hereby
disbanded.




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6.
    
    In consideration of the mutual covenants and promises contained in this Agreement and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Memory and Roche agree as follows:
 ARTICLE 1
 DEFINITIONS
  Affiliate [*] [*] [*] [*]
 Agreement Term
 Bioequivalent Product
 Collaboration Compound
 Collaboration Patent Right
 Collaboration Technology
  2




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Cover
 Effective Date
 Europe [*]
 Field
 IND
 Invention
 JLT
 Joint Invention
 Know-How
 Launch
 Major Market Countries [*].
 Material Breach
 Memory Invention
 Memory Patent Right
  3




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Memory Product [*]
 NDA
 Net Sales
  [*] [*]
 [*] [*]
  Non-Collaboration Compound
 Party
  4




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Patent Right
 Phase III
 Product [*]
 Regulatory Approval
 Research Collaboration
 Research Workplan
 ROW Territory
 Territory
 Third Party
 US
  5




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ARTICLE 2
 PAYMENTS TO ROCHE
 Development Event Payments
 [*] [*]
 #
    
    Event
    
    Payment (mio US$)1.
    
    [*]
    
    [*]2.
    
    [*]
    
    [*]3.
    
    [*]
    
    [*]
 [*]
 [*]
  6




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ARTICLE 3
 ROYALTIES
 Royalties
   Annual Net Sales
    
    Percent (%) of Net Sales[*]
    
    [*][*]
    
    [*][*]
    
    [*]
 [*] [*],
 Annual Net Sales (in
    
    Applicable Sales-Based
    
    Royalty (Payable inMillions)
    
    Royalty Percentage
    
    Millions)First US $[*]
    
    [*]
    
    [*]Second US $[*]
    
    [*]
    
    [*]Third US $[*]
    
    [*]
    
    [*]Total
    
    N/A
    
    [*]
  Annual Net Sales
    
    Percent (%) of Net Sales[*]
    
    [*][*]
    
    [*][*]
    
    [*]
  7




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[*] [*]
 Annual Net Sales (in
    
    Applicable Sales-Based
    
    Royalty (Payable inMillions)
    
    Royalty Percentage
    
    Millions)First [*]
    
    [*]
    
    [*]Second [*]
    
    [*]
    
    [*]Third [*]
    
    [*]
    
    [*]Total
    
    NA
    
    [*]
  Adjustments Related to Third Party Competition [*] [*] [*] [*]
 ARTICLE 4
 PAYMENT, REPORTING, AUDITING
 Currency and Conversion
   Payments
  8




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[*] [*]
 Taxes
  Blocked Countries
  9




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##### 



Accounting
     [*] [*] [*] [*] [*] [*] [*] [*]
  10




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##### 



ARTICLE 5
 THE RESEARCH COLLABORATION
 Progress Reports
 Research Collaboration Data and Regulatory Filings
 Transfer of Information
  11




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##### 



Questions Regarding Information
 Roche Right to Use Information [*]
 ARTICLE 6
 OWNERSHIP OF INTELLECTUAL PROPERTY AND PATENT RIGHTS
 Ownership of Intellectual Property
 Roche Right to Use Intellectual Property [*]
  12




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ARTICLE 7
 REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of Both Parties
  Representations and Warranties of Memory.
  Representations and Warranties of Roche
 Disclaimer
  13




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ARTICLE 8
 CONFIDENTIAL INFORMATION
 Treatment of Confidential Information [*]
 Release from Restrictions
      14




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##### 



Exceptions
 ARTICLE 9
 TERM AND TERMINATION
 Agreement Term
 Termination for Breach
    15




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##### 



Consequences of Termination
 Survival of Obligations.
 ARTICLE 10
 ARBITRATION
    16




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ARTICLE 11
 MISCELLANEOUS
 Indemnification
 provided
   17




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##### 



Publicity
 Force Majeure
 Governing Law
 Waiver
 Notices
  
  18




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##### 



No Agency
 Entire Agreement
 Headings
 Severability
  19




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##### 



Successors and Assigns
 Interpretation
 Counterparts
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
  20




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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 Business DevelopmentF. HOFFMANN-LA ROCHE LTDBy: /s/ Stefan ArnoldName: Stefan ArnoldTitle: Legal CounselBy: /s/ Robin BreckenridgeName: Robin Breckenridge
  21




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Schedule I
 Collaboration Compounds
 [*]




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##### 



Schedule II
 Collaboration Patent Rights
 [*]




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##### 



Schedule III
 [*]