Exhibit 10.2
 FOURTH AMENDMENT TO
AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT  (NICOTINIC ALPHA-7 PROGRAM)
 Amendment th Memory Roche
 Agreement
   1.
    
    Clinical Development. Notwithstanding the provisions of Sections 9.1,
7.2(d), Schedule 4 or any other provision of the Agreement to the contrary, the
parties hereby agree that after a Compound achieves [*], Roche (and not Memory) shall
conduct, [*],all Phase 1 clinical trials with respect thereto. In connection
therewith, Roche shall have full decision-making authority; provided that Roche shall
keep Memory informed regarding such activities.
 2.
    
    Regulatory Filings. Notwithstanding the provisions of Section 9.2 or
any other provision of the Agreement to the contrary, Roche (and not Memory), at
Roches sole cost and expense, shall be responsible for the preparation and filing of
any regulatory applications and documents, including, for example, an Investigational
New Drug (IND) application (or foreign equivalent), with respect to each Compound that
has achieved [*]. In connection therewith, Roche shall have full decision-making
authority; provided that Roche shall keep Memory informed regarding such activities.
 3.
    
    Supply. Notwithstanding the provisions of Section 10.1 or any other
provision of the Agreement to the contrary, (a) Roche (and not Memory), at Roches sole
cost and expense, shall be responsible for the manufacture of each Compound [*]with
respect thereto and thereafter, and (b) with regard to Memory Compound designated as
[*],Memory shall transfer ownership to Roche of active pharmaceutical ingredient and
drug product of [*]in the following quantities (and such additional quantities as
Memory determines in its sole discretion, provided
 [*] CONFIDENTIAL TREATMENT IS REQUESTED




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that Memory shall use its good faith efforts to transfer ownership to Roche of such
additional quantities thereof that Memory does not intend to use): [*]; provided,
however that Roche shall be responsible (at its sole cost and expense) to arrange
for delivery thereof to Roche from the applicable third party location(s). Except
as specifically provided in the immediately preceding sentence, Memory shall have no
obligation to supply any Compound to Roche.
 4.
    
    Joint Steering Committee. Notwithstanding the provisions of Section
7.2 or any other provision of the Agreement to the contrary, Memory has the right, but
not the obligation, to participate in the JSC and/or the Working Teams.
 5.
    
    Certain Additional Activities. From and after conclusion of [*],Roche
(and not Memory), shall be responsible for monitoring the stability programs of the [*]
(including the final reports) described in [*]and [*].In connection therewith, Roche
shall have full decision-making authority.
 6.
    
    Diligence. Section 3.1 to the Agreement is hereby amended by deleting
the last two sentences of the first paragraph in their entirety.
 7.
    
    Event Payments with Respect to Memory Products.
  [*] [*]
 [*] [*]
  Event
    
    Payment (mio US$)[*]
    
    [*]
 8.
    
    Event Payments with Respect to Collaboration Products. Exhibit D to
the Agreement is hereby amended by deleting the below two payments in their entirety:
 [*] [*]
 [*] CONFIDENTIAL TREATMENT IS REQUESTED
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[*] [*]
 9.
    
    Screening Patent Rights. Section 13.3 of the Agreement is hereby
deleted in its entirety. For the avoidance of doubt, it is understood and agreed that
Memory Patent Rights includes, without limitation, the Memory Patent Rights that relate
primarily to Memorys screening technology for nicotinic alpha-7 agonists or allosteric
modulators which are listed in Exhibit J to the Agreement.
 10.
    
    No Obligation. For the avoidance of doubt and notwithstanding any
provisions of the Agreement to the contrary, it is understood and agreed that (a)
Memory has no further duties or obligations pursuant to Sections 7.5, 9.1 or 9.2 or
Article 10 of the Agreement or any other obligations pursuant to the Agreement with
respect to research and development, regulatory filings, supply of Compounds or
participation in the JSC and/or Work Teams, and (b) the Strategic Alliance (including,
without limitation, the obligations of the parties to perform activities described in
the Workplan) has expired.
   [*] CONFIDENTIAL TREATMENT IS REQUESTED
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MEMORY PHARMACEUTICALS
CORP.
    
    
    
    HOFFMANN-LA ROCHE INC.By:
    
    /s/ Vaughn M. Kailian

Name: Vaughn M. Kailian
    
    
    
    By:
    
    /s/ George W. Johnston

Name: George W. JohnstonTitle: President & CEO
    
    
    
    
    
    Title: Vice PresidentF. HOFFMANN-LA ROCHE LTDBy:
    
    /s/ Christophe Carissimo

Name: Christophe CarissimoTitle: Global Licensing DirectorBy:
    
    /s/ Melanie Frey Wick

Name: Dr. Melanie Frey WickTitle: Authorized Signatory
 [*] CONFIDENTIAL TREATMENT IS REQUESTED
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