Exhibit 10.3
 FIFTH AMENDMENT TO
AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT  (NICOTINIC ALPHA-7 PROGRAM)
 Amendment Fifth Amendment Roche Memory
 Agreement
   1.
    
    Definitions.
 (a)
    
    The definition of CIAS Trial in Article 1 of the
Agreement is hereby amended and restated to read in its entirety as follows:CIAS Trial means a Phase IIa trial aimed at treating
cognitive impairment associated with schizophrenia, which Phase IIa
trial (a) tests multiple doses of Compound 3454, (b) is
placebo-controlled and double-blinded, (c) requires dosing per
patient based on a treatment plan with a period of a minimum of 8
weeks in duration, (d) includes a minimum of 212 patients randomized
(3 dose groups and 1 placebo group [*]) or less than 212 patients if
requested in writing by Roche, (e) has as its primary goal an
assessment of cognition based upon MATRICS, (f) uses secondary
outcome measures in two areas: general psychopathology (positive and
negative symptoms of schizophrenia; depression) and social
competence, and (g) includes smokers and non-smokers. Roche shall
have the right, in its sole discretion, to direct Memory in writing
to terminate enrollment of new patients in the CIAS Trial at any
point for any reason; and Memory shall comply with such request as
soon as reasonably possible. For the avoidance of doubt, it is
understood and agreed that the actual achievement of
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[*],
 (b)
    
    The following definition is hereby added to Article 1
of the Agreement:CIAS Trial Expansion means the expansion and other
modifications made to the CIAS Trial in connection with or as a
result of the execution and delivery by Roche and Memory of the
Fifth Amendment to the Agreement.
 2.
    
    CIAS Trial Expansion Upfront Payment. In connection with the execution
and delivery of this Amendment, Roche shall pay to Memory the non-refundable,
non-creditable amount of $3,500,000 [*]of this Amendment and receipt of an invoice
from Memory.
 3.
    
    CIAS Trial Expansion Costs.
 (a)
    
    Notwithstanding anything contained in the Agreement to the
contrary (including, without limitation, Section 9.1 thereof and the Second
Amendment thereto effective June 18, 2007), Memory and Roche hereby agree that
Roche shall pay any increased costs of the CIAS Trial in connection with the
CIAS Trial Expansion (including, without limitation, Memorys internal
(including a FTE rate of $[*]per annum) and external costs and expenses)
(collectively, the CIAS Trial Expansion Costs).(b)
    
    In furtherance of Roches obligations set forth in Section 3(a)
above, Roche shall pay to Memory $3,066,000 [*]of this Amendment and receipt
of an invoice from Memory, which amount equals Memorys good faith estimate of
the CIAS Trial Expansion Costs (the Estimated CIAS Trial Expansion
Costs). Memorys calculation of the Estimated CIAS Trial Expansion Costs
is set forth on Exhibit O attached hereto. Upon the conclusion of the
CIAS Trial, Memory shall deliver to Roche an invoice detailing the actual CIAS
Trial Expansion Cost. If such amount is greater then the Estimated CIAS Trial
Expansion Costs, then, within thirty (30) days of its receipt of such invoice,
Roche shall pay to Memory an amount equal to the shortfall. If such amount is
less then the CIAS Trial Expansion Costs, then, within thirty (30) days of its
delivery of such invoice, Memory shall pay to Roche an amount equal to the
excess.(c)
    
    For the avoidance of doubt, the obligations of Roche to make
the payments set forth in Sections 2 and 3 of this Fifth Amendment shall
survive the exercise by Roche of its rights set forth in Section 16.4(a) of the
Agreement or the termination of this Agreement.
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4.
    
    Payments with Respect to 3454 Products. Exhibit B to the
Agreement is hereby amended and restated to read in its entirety as set forth on
Exhibit B attached hereto.
 5.
    
    Roche Right Not to Maintain 3454 License. Section 16.4(a) of the
Agreement is hereby amended and restated to read in its entirety as follows:
 Roche shall have the unilateral right to elect not to maintain its
License rights respect to 3454 Products upon the occurrence of the
Events described in [*]of Exhibit B hereto with respect to
such Compound 3454. Roche may exercise such right by giving written
notice thereof to Memory (a) in the case of Section [*]of
Exhibit B hereto [*]the occurrence of the applicable Event,
and (b) in the case of Section 1(b)(iii) of Exhibit B
hereto, within thirty (30) days after the occurrence of such Event.
If Roche exercises such right, then Roche shall not have any
obligation to make the payment to Memory related to such Event,
Roche shall not have the right to continue to maintain a License
with respect to Compound 3454 or any 3454 Products, this Agreement
shall terminate with respect to all Indications of Compound 3454 and
3454 Products, and Roche shall have no further obligation to make
any payments pursuant to Section 4.4 and Article 5 hereof relating
to Compound 3454 or 3454 Products, except to the extent such payment
obligations accrued and was not paid by Roche prior to the
occurrence of the applicable Event or are otherwise obligations of
Roche.
 6.
    
    Press Release. Upon the execution and delivery of this Agreement by
the parties, the parties agree that Memory shall issue a press release in the form
attached hereto as Exhibit P.
 7.
    
    Miscellaneous. This Amendment, along with the Agreement and previous
amendments, shall constitute the entire agreement between the Parties with respect to
the subject matter of the Agreement. All other terms of the Agreement shall remain in
full force and effect. To the extent that there are any inconsistencies between the
terms of the Agreement and the terms of this Amendment, the terms of this Amendment
shall prevail in effect. This Amendment may be executed by facsimile or electronic
(pdf) signature and in any number of counterparts, each of which shall be deemed an
original but all of such together shall constitute one and the same instrument.
  [*] 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/ Frederick C. Kentz, III

Name: Frederick C. Kentz, IIITitle: President and CEO
    
    
    
    
    
    Title: Vice PresidentDate: September 17, 2008
    
    
    
    
    
    Date: October 3, 2008F. HOFFMANN-LA ROCHE LTDBy:
    
    /s/ Stefan Arnold

Name: Stefan ArnoldTitle: Legal CounselDate: September 30, 2008By:
    
    /s/ Nigel SheailName: Nigel Sheail
Title: Vice President, Global Head Licensing
Date: September 30, 2008
 [*] CONFIDENTIAL TREATMENT IS REQUESTED
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Exhibit B
 (Second Amended and Restated Exhibit B)
 Payments With Respect to 3454 Products
 1.
    
    Payments to Maintain Roche License Rights with respect to 3454 Products.
 (a)
    
    Neurological Indications. Roche shall pay to Memory, in order to
maintain its license rights with respect to 3454 Products pursuant to Section 4.4 of
the Agreement and the other provisions of the Agreement with respect to such 3454
Products, the following non-refundable and non-creditable payments upon the first
occurrence of the following Events for such any such 3454 Product.
 Event
    
    Payment (mio US$)[*](or foreign equivalent) for a Neurological
Indication and delivery of the data and reports
specified in Schedule 1
    
    
    [*]End of Phase IIa (or foreign equivalent) for a
Neurological Indication and delivery of the data and
reports specified in Schedule 1
    
    
    6
    1
 (b)
    
    Psychiatric Indications. Roche shall pay to Memory, in order to
maintain its license rights with respect to 3454 Products pursuant to Section 4.4 of
this Agreement and the other provisions of the Agreement with respect to such 3454
Products, the following non-refundable and non-creditable payments upon the first
occurrence of the following Events for any such 3454 Product.
 1
    
    If any 3454 Product is for a Neurological indication
other than Alzheimers Disease, then the payment shall be reduced to three
million dollars ($3,000,000). [*] CONFIDENTIAL TREATMENT IS REQUESTED




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Event
    
    Payment (mio US$)(i) [*](or foreign equivalent) for a Psychiatric
Indication and delivery of the data and reports
specified in Schedule 1
    
    
    [*](ii) The randomization of 212 patients or the last
patient randomized if less than 212 patients are
randomized pursuant to Roches request in accordance
with Section 1(a)(d) of the Fifth Amendment.
    
    
    5(iii) The date that Memory reports to Roche top-line
results (including safety and efficacy) of the CIAS
Trial.
    
    
    8.5
    2
 3
  2.
    
    Development Event Based Payments.
 (a)
    
    Neurological Indications. Roche shall pay to Memory with respect to
any 3454 Product the following non-refundable and non-creditable payments upon the
first occurrence of the following Events for such 3454 Product:
 Event
    
    Payment (mio US$)[*](or a foreign equivalent) for a Neurological
Indication
    
    
    [*][*]for a Neurological Indication
    
    
    [*][*]for a Neurological Indication
    
    
    [*]
 2
    
    Subject to Section 5 of this Fifth Amendment.3
    
    By way of example, upon the occurrence of the End of
Phase IIa (or a foreign equivalent) for a Neurological Indication and delivery
of the data and reports specified in Schedule 1, Roche shall pay to Memory
(subject to footnote 1 of this Exhibit B) six million dollars ($6,000,000).
Upon a subsequent occurrence of an Event with respect to a Psychiatric
Indication, Roche shall pay to Memory the related payment. [*] CONFIDENTIAL TREATMENT IS REQUESTED




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(b)
    
    Psychiatric Indications. Roche shall pay to Memory with respect to any
3454 Product the following non-refundable and non-creditable payments upon the first
occurrence of the following Events for such 3454 Product:
 Event
    
    Payment (mio US$)[*](or foreign equivalent) for a Psychiatric Indication
    
    
    [*][*]for a Psychiatric Indication
    
    
    [*][*]for a Psychiatric Indication
    
    
    [*]
 (c)
    
    Other Indications. Roche shall pay to Memory the following
non-refundable, non-creditable payments upon the first occurrence of the following
Events for a 3454 Product:
 Event
    
    Payment (mio US$)[*](or foreign equivalent) for an Other Indication
    
    
    [*][*]for an Other Indication
    
    
    [*][*]for an Other Indication
    
    
    [*]
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Exhibit O
 Estimated CIAS Trial Expansion Costs
 [Confidential Treatment is Requested for Exhibit O in its entirety]
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Exhibit P
 Form of Press Release
 For More Information:Jzaneen Lalani
    
    Laura PerryGeneral Counsel
    
    LMP Investor Relations Inc.(201) 802-7249
    
    (646) 719-1055
 Memory Pharmaceuticals and Roche Expand R3487/MEM 3454 Development Program  - Amendment Results in Accelerated Payments of $8.5 Million -
     [*] CONFIDENTIAL TREATMENT IS REQUESTED




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About R3487/MEM 3454
  About the Company
  Safe Harbor Statement
  [*] CONFIDENTIAL TREATMENT IS REQUESTED