##### 



Exhibit 10.4
 AMENDMENT NO. 1
TO THE
COLLABORATION AND LICENSE AGREEMENT
 This Amendment No. 1 to the Collaboration and License Agreement( Amendment ) Amgen Inc. Amgen Memory
Pharmaceuticals Corp. Memory
 WHEREAS Agreement
 WHEREAS [*]
 WHEREAS [*]
 NOW, THEREFORE
 ARTICLE 1  AMENDMENTS
 1.1 Amendment to Section 1.65 .
 1.65
    
    Triggering Event means a [*]determination by [*]resulting from the
performance of the research set forth in Schedule 1.65-A attached hereto that [*]of
the following [*]and that such [*]:
 (i)
    
    [*];(ii)
    
    [*];(iii)
    
    [*]; or(iv)
    
    [*].
 [*] CONFIDENTIAL TREATMENT IS REQUESTED
 1




---



##### 



1.2
    
    Amendment to Schedule 1.65-A.Schedule 1.65-A of the Agreement shall be deleted
in its entirety and replaced with the following:
 Schedule 1.65-A
 Triggering Event
 [*]
 ARTICLE 2  REFERENCE TO AND EFFECT ON THE AGREEMENT
 2.1
    
    Reference to Agreement.Upon and after the effectiveness of this Amendment, each
reference in the Agreement to this Agreement, hereunder, hereof or words of like import
referring to the Agreement shall mean and be a reference to the Agreement as modified and
amended hereby.2.2
    
    Effectiveness of Agreement.The amendments set forth above shall not be effective
until execution and delivery of this Amendment by both parties. Except as specifically
amended above, the Agreement is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding
and enforceable obligations of the parties.2.3
    
    No Waiver.The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of either party under the Agreement, nor
constitute a waiver of any provision of the Agreement.
 ARTICLE 3  MISCELLANEOUS
 3.1
    
    Governing Law.This Amendment shall be governed by and interpreted in accordance
with the laws of New York without giving effect to principles of conflicts of law. Any
litigation initiated under this Amendment shall be conducted in the state or federal courts
located in New York. Each of the parties hereto hereby irrevocably and unconditionally
consents to submit to the exclusive jurisdiction of the courts of the State of New York and of
the United States of America located in the State of New York for any matter arising out of or
relating to this Amendment and the transactions contemplated hereby. Each of the parties
hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of
any matter arising out of this Amendment or the transactions contemplated hereby in the courts
of the State of New York or of the United States of America located in the State of New York
and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in
any such court that any such litigation brought in any such court has been brought in an
inconvenient forum.
 [*] CONFIDENTIAL TREATMENT IS REQUESTED
 2




---



##### 



3.2
    
    Headings.The headings contained in this Amendment are for convenience of reference
only and shall not be considered in construing this Amendment.3.2
    
    Counterparts.This Amendment may be executed 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.
  Memory Pharmaceuticals Corp.
    
    
    
    Amgen Inc.By:
    
    /s/ James R. Sulat

Name:James R. Sulat
    
    
    
    By:
    
    /s/ Roger M. Perlmutter

Name: Roger M. Perlmutter, M.D., Ph.D.Title: President and
    
    
    
    
    
    Title: Executive Vice President,Chief Executive Officer
    
    
    
    
    
    Research & Development
 [*] CONFIDENTIAL TREATMENT IS REQUESTED
 3