**Exhibit 10.2**
**AMENDMENT TO THE COLLABORATION AND LICENSE AGREEMENT**
     This AMENDMENT TO THE COLLABORATION AND LICENSE AGREEMENT (“Amendment”) isexecuted to be effective this 6th day of August 2004, by and between MemoryPharmaceuticals Corporation (“Memory”), and F. Hoffmann-La Roche Ltd. andHoffmann-La Roche Inc. (collectively, “Roche”).
     WHEREAS, Memory and Roche have previously entered into a Collaboration andLicense Agreement (including its schedules and appendices) dated asof the 29thday of July 2002, by and between Memory and Roche, as amended (the“Agreement”), which sets forth the Parties’ rights, duties and obligationsunder the Agreement; and
     WHEREAS, the Parties wish to extend the term of the Research Collaborationand to make other amendments to the Agreement; and
     NOW, THEREFORE, in consideration for the foregoing promises and for goodand valuable consideration, the receipt and sufficiency which is herebyacknowledged, the Parties hereby agree as follows:
1. Section 7.1(c) shall be added to the Agreement as follows:   The extended term of the Research Collaboration shall be for aperiod of two (2) years from September 9, 2004, through September8, 2006 (“Extended Term”), unless this Agreement is terminatedsooner in accordance with Article 16. The total time period duringwhich the Research Collaboration is ongoing, including the ExtendedTerm, shall be referred to as the “Research Term.” The ResearchCollaboration may be further extended for an additional one-yearperiod by mutual written agreement prior to expiration of theExtended Term. During the Extended Term, Memory shall allocate anaverage of twelve (12) FTEs on an annual basis toward work infurtherance of the Research Collaboration. Subject to JLToversight and reallocation of resources based on the needs of theresearch program, it is anticipated that Memory shall allocate:three (3) FTEs for Chemistry; six (6) FTEs forBehavior/Electrophysiology; one to two (1-2) FTEs for Molecular/InVitro/MoA; and one to two (1-2) FTEs for PDD/Bioanalytics. Duringthe first year of the Extended Term, Roche shall allocate anaverage of twelve (12) FTEs on an annual basis toward work infurtherance of the Research Collaboration. After the first year ofthe Extended Term, Roche may reduce its FTEs but by no more thanfifty percent (50%) of its first-year commitment. 2. Section 7.1(d) shall be added to the Agreement as follows:
 

 

  The Parties agree to conduct the Research Collaboration inaccordance with the Revised Research Workplan, attached hereto asAppendix A. The Revised Research Workplan shall replace theResearch Workplan, attached as Schedule B of the originalAgreement. The Revised Research Workplan shall be updatedquarterly and approved by the JLT; and the approved ResearchWorkplan attached to the JLT minutes. 3. Section 7.1(e) shall be added to the Agreement as follows:   The goals of the Research Collaboration during the Extended Termshall include: (i) continued pre-clinical support of the compoundspreviously identified for further development during the OriginalTerm, including additional characterization of these compounds inpre-clinical models and mechanism of action studies; (ii)identification and optimization of additional candidates for thesymptomatic treatment of Alzheimer’s Disease; (iii) identificationand optimization of candidates for the treatment of anxiety anddepression; (iv) evaluation of potential PDE4 inhibitors across arange of CNS and non-CNS indications, including schizophrenia,bipolar disorder, COPD, rheumatoid arthritis and multiplesclerosis; and (v) continued optimization of current chemistrytemplates, including work to support patent positions. Morespecifically, these goals shall include the development of thefollowing by the end of the Extended Term: (i) at least two (2)potential clinical candidates for anxiety and/or depression; (ii)additional potential clinical candidates for Alzheimer’s disease,if the JLT determines that additional candidates are required;(iii) a pre-clinical data package sufficient to allow evaluation ofPDE4 inhibitors for utility in Other Indications; and (iv) apre-clinical data package sufficient to provide a mechanisticunderstanding of the role of PDE4 inhibitors in cognition and mood. 4. Section 7.8 shall be added to the Agreement as follows:   Research Support During the Extended Term. For the Extended Term,Roche shall pay to Memory a total of seven million dollars (US$7,000,000), which shall be due in eight (8) equal quarterlyinstallments of eight hundred and seventy-five thousand dollars (US$875,000), commencing as of September 9, 2004. The firstinstallment shall be payable within thirty (30) days after thelater of (i) September 9, 2004, and (ii) receipt by Roche of aninvoice for such sums. Each subsequent installment shall bepayable within thirty (30) days after the later of (i) thequarterly anniversary of the Effective Date and (ii) receipt byRoche of an invoice for such sums. For avoidance of doubt, if theResearch Collaboration is terminated pursuant to section 16.3, thenRoche shall only be liable for research support funding proratedthrough the date of termination. Roche’s payment obligations forany amounts accrued and payable under this section 7.8 shallsurvive any such termination. For example, if Roche terminatesthis Agreement or the Research Collaboration pursuant to the lastsentence of section 16.3, by providing notice of termination onOctober 9, 2005, with an effective date of termination of April 9,2006, then Memory would be entitled to receive total
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  research funding in the amount of $5,541,666.67, and Roche wouldremit a final payment equal to $5,541,666.67 less any amountspreviously paid to Memory. 5. Section 8.3 shall be added as follows:   If Roche should decline to pursue clinical development of a Productafter development of an IND filing package, the Parties shallnegotiate in good faith for a period of ninety (90) days to reachan agreement allowing Memory to pursue clinical development, at itsown cost, of such Product and granting Roche an option for alicense to such Product exercisable at some later date for aspecific period of time and on financial terms acceptable to bothParties. The ninety-day period will begin to run from the date onwhich Memory receives written notification from Roche of itsdecision not to pursue clinical development of the Product. 6. Section 16.3 shall be amended to add a new sentence at theend thereof as follows:   Notwithstanding the above, Roche shall not have any unilateralright to terminate this Agreement in its entirety or to terminatethe Research Collaboration prior to September 9, 2005. Thereafter,Roche shall have the unilateral right to terminate this Agreementin its entirety or to terminate the Research Collaboration upongiving Memory at least six (6) months’ prior written noticethereof. For the avoidance of doubt, this Amendment shall notaffect Roche’s termination rights under section 16.2 or the firstparagraph of this section 16.3. 7. Entire Agreement. This Amendment (including the attachedAppendix), along with the Agreement previously executed by theParties, shall constitute the entire agreement between the Partieswith respect to the subject matter of the Agreement. All otherterms of the Agreement shall remain in full force and effect. Tothe extent that there are any inconsistencies between the terms ofthe Agreement and the terms of this Amendment, the terms of thisAmendment shall prevail in effect.
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     IN WITNESS WHEREOF, the parties have executed this Amendment to beeffective as of the day and year first above written.               **MEMORY PHARMACEUTICALS** **HOFFMANN-LA ROCHE INC.****CORPORATION**                       By: /s/Axel Unterbeck By:/s/ Dennis Burns             Name: A. Unterbeck Dennis Burns     Title President and CSO Vice President          Global Head of Business Development                         **F. HOFFMANN-LA ROCHE LTD**                         By:/s/ Patrick Doyle                      Name: Dr. Patrick Doyle          Title: Vice President            Global Head External Research &            Technologies                         By:/s/ Stefan Arnold                       Name: Stefan Arnold           Title: Authorized Signatory  
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