Exhibit 10.1
 
 
     Position
  Nature of Relationship




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Compensation
    Separation From Service on or before December 31, 2008, for any reason by you
other than for Good Reason
    Separation From Service on or before December 31, 2008, by the Company without
Cause or by you for Good Reason
    2




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Separation From Service after December 31, 2008, for any reason
     th
 Exhibit A
  3




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Provided, however,
   4




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Benefits
 Indemnification
 Confidentiality Exhibit B
 General
    5




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By:
    
    /s/ Vaughn M. KailianName:
    
    Vaughn M. KailianTitle:
    
    President and Chief Executive Officer
  /s/ James R. SulatJames R. Sulat
   6




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FORM OF GENERAL RELEASE OF CLAIMS
 GENERAL RELEASE OF CLAIMS
 
     Exhibit A  Page 1




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th
    By signing this General Release of Claims, Employee acknowledges that: (1) he has read this
General Release of Claims completely; (2) he has had an opportunity to consider the terms of this
General Release of Claims; (3) he has had the opportunity to consult with an attorney of his
choosing prior to executing this General Release of Claims to explain this General Release of
Claims and its consequences; (4) he knows that he is giving up important legal rights by signing
this General Release of Claims; (5) he has not relied on any representation or statement not set
forth in this General Release of Claims; (6) he understands and means everything that he has said
in this General Release of Claims, and he agrees to all its terms; and (7) he has signed this
General Release of Claims voluntarily and entirely of his own free will.
 Date
    
    James R. SulatDate
    
    Memory Pharmaceuticals Corp.
  Exhibit A  Page 2




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FORM OF CONFIDENTIALITY AGREEMENT
 
 
 CONFIDENTIALITY AND NONCOMPETITION AGREEMENT
     Protected Information
   Exhibit B  Page 1




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Ownership of Ideas, Copyrights and Patents
 Property of the Company
 Cooperation
 Prohibited Competition
 Certain Acknowledgments and Agreements
     Exhibit B  Page 2




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Covenants Not to Compete
    Reasonableness of Restrictions
 Survival of Acknowledgments and Agreements
 Disclosure to Future Employers
 Records
  Exhibit B  Page 3




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No Conflicting Agreements
 General
 Notices
 If to the Company:
    
    Memory Pharmaceuticals Corp.
100 Philips Parkway
Montvale, New Jersey 07645
Attention: Executive ChairmanWith a copy to:
    
    Sills Cummis Epstein & Gross, P.C.
One Riverfront Plaza
Newark, New Jersey 07102
Attention: Ira A. Rosenberg, Esq.If to Employee:
    
    James R. Sulat
  Entire Agreement
 Modifications and Amendments
  Exhibit B  Page 4




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Waivers and Consents
 Assignment
 Benefit
 Governing Law
 Jurisdiction and Service of Process
 Severability
 Interpretation
 Headings and Captions
  Exhibit B  Page 5




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Injunctive Relief
 No Waiver of Rights, Powers and Remedies
 Expenses
 Counterparts
  Very truly yours,MEMORY PHARMACEUTICALS CORP.By:Name:
    Tony ScullionTitle:
    Chief Executive Officer  James R. Sulat
  Exhibit B  Page 6




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PRIOR INVENTIONS AND/OR CONFLICTING AGREEMENTS
  Exhibit 1  Page 1