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EXHIBIT 10.1 (MEMORY LOGO)Memory Pharmaceuticals Corp.
    
    Tony Scullion100 Philips Parkway
    
    Chief Executive OfficerMontvale, New Jersey 07645Phone: (201) 802-7102Fax: (201) 802-7190www.memorypharma.com
 May 18, 2004 Jzaneen Lalani, Esq. Dear Ms. Lalani: We are pleased to extend an offer to you to join our Company as Vice
President Legal Affairs. We look forward to you joining our team, and are
confident that you will contribute significantly to the value of our
organization. The terms of your anticipated employment by the Company are as
follows. 1. Position. Your position will be Vice President of Legal Affairs, based
out of the Companys
offices currently located in Montvale, New Jersey, and you will report
directly to the Companys Chief Executive
Officer unless otherwise directed by the CEO. As Vice President of Legal
Affairs, you will be part of the
Companys senior management team. Your responsibilities shall include, but
not be limited to, managing the
Companys corporate and SEC compliance and assisting management in
evaluating and addressing legal and other
issues raised in the Companys operations and activities. In addition to
performing duties and responsibilities
associated with the position of Vice President of Legal Affairs, from time
to time the Company may assign you
other duties and responsibilities and/or may assign you to a different
location. As a full-time employee of the Company, you will be expected to devote
your full business time and energies to the business and affairs of the
Company. Your performance will be reviewed formally after six months of
employment and annually thereafter at the end of each calendar year. 2. Starting Date/Nature of Relationship. It is expected that your
employment will start on June 10,
2004 (the Start Date). No provision of this letter shall be construed to
create an express or implied employment
contract for a specific period of time. Either you or the Company may
terminate the employment relationship at any
time and for any reason, by giving at least thirty (30) days prior
written notice to the other party. 3. Compensation. (a) Your initial salary will be at the bi-weekly rate of $7,307.69
(annualized at $190,000). (b) Effective as of the Start Date, you will receive stock options to
purchase 50,000 shares of the
Companys Common Stock, which will be in the form on incentive stock
options, to the extent permissible under
applicable law, and the balance will be in the form of non-qualified stock
options. Such stock options (i) will entitle
you to purchase the Companys Common Stock at the then current fair market
value per share, as determined by the
Companys Board of Directors in accordance with the Companys 2004 Stock
Incentive Plan, and (ii) shall vest in
quarterly increments over a period of four (4) years as described in the
standard forms of Stock Option Agreement,
which you agree to execute and deliver to the Company on or before the
Start Date.




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MEMORY PHARMACEUTICALS CORP. (c) You will be eligible to receive annual bonus payments dependent on the
performance of the
Company and your individual performance, subject to the discretion of the
Board of Directors. Your target bonus
will be equal to twenty-five percent (25%) of your base salary, assuming
the achievement of such Company and
individual performance objectives. (d) Upon termination for any reason, the Company will pay you within two
weeks of such
termination, your current base salary earned through the termination date,
plus accrued vacation, if any, and other
benefits or payments, if any, to which you are entitled. In the event that
you are terminated by the Company without
Cause (as hereinafter defined), then the Company will continue to pay
you your bi-weekly rate in effect at the
time of termination and provide and pay the Companys portion of your
medical insurance for a period of six (6)
months. Further, for the period commencing seven months following such
termination and ending twelve months
after such termination, the Company will continue to pay you your
bi-weekly rate in effect at the time of termination
and provide and pay the Companys portion of your medical insurance,
except that such severance payments made
to you during this period will be reduced by all 1099 and W-2 income
earned or received by you during such period,
including income earned or received from consulting services or temporary
employment, and the Companys
payments for your medical insurance will terminate when you have such
coverage through any new employer before
the end of the twelve month period following your termination. The Company
will reconcile such payments with
you quarterly, and any additional payments owed to you by the Company, and
any payments owed to the Company
by you, will be paid respectively within two weeks following such
reconciliation period. The Company will not be
obligated to continue any such payments to you under this paragraph 3(d)
in the event you materially breach the
terms of the Confidentiality Agreement (as defined below). Notwithstanding
any termination of your employment
(with or without Cause), you shall continue to be bound by the provisions
of the Confidentiality Agreement. (e) For the purposes of this Section 3, Cause shall include (i) your
conviction of a felony, either in
connection with the performance of your obligations to the Company or
otherwise, which adversely affects your
ability to perform such obligations or materially adversely affects the
business activities, reputation, goodwill or
image of the Company, (ii) your willful disloyalty, deliberate dishonesty,
breach of fiduciary duty, (iii) your breach
of the terms of this Agreement, or your failure or refusal to carry out
any material tasks assigned to you by the
Company in accordance with the terms hereof, which breach or failure
continues for a period of more than thirty
(30) days after your receipt of written notice thereof from the Company,
(iv) the commission by you of any act of
fraud, embezzlement or deliberate disregard of a rule or policy of the
Company known to you or contained in a
policy and procedure manual provided to you which results in material
loss, damage or injury to the Company, or
(v) the material breach by you of any of the provisions of the
Confidentiality Agreement. 4. Benefits. You will be entitled as an employee of the Company to receive
such benefits as are
generally provided its employees and executives and for which you are
eligible in accordance with Company policy
as in effect from time to time. The Company retains the right to change,
add or cease any particular benefit relating
to its employees and executives generally. At this time, the Company is
offering a benefit program, consisting of
medical, dental, life and short/long term disability insurance, as well as
a 401(k) retirement plan and flexible
spending plan. You will be eligible for eleven paid holidays, four
floating holidays and four (4) weeks paid vacation
per year, which will be pro rated for the 2000 calendar year based on the
Start Date. You will accrue additional
vacation days in accordance with Company policy. If you decide to become a
resident alien for U.S. immigration
purposes, the Company will arrange for its immigration counsel to handle
the matter on your behalf and will pay the
related legal fees and expenses. 5. Confidentiality. The Company considers the protection of its
confidential information and
proprietary materials to be very important. Therefore, as a condition of
your employment, you and the Company
will become parties to a Confidentiality and Noncompetition Agreement
substantially in the form of Exhibit A to
this letter (the Confidentiality Agreement). 6. General. (a) This letter, together with the Employment Agreement, the
Confidentiality Agreement and the Stock Option Agreement, when executed,
will constitute our entire agreement as to your employment by the Company
and will supersede any prior agreements or understandings, whether in
writing or oral. 2




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MEMORY PHARMACEUTICALS CORP. (b) This letter shall be subject to and
contingent upon the following: (i) satisfactory results of a medical
examination; (ii) maintenance by you of non-immigrant or resident alien status
for immigration purposes while in the United States allowing you to work for
the Company; (iii) verification of employment history; and (iv) your agreement (as evidenced by your signature below) to use
reasonable efforts after the Start Date to become familiar with New Jersey law
as generally applicable to the Company. Your employment with the Company shall
not require you to become licensed and admitted as a member of the New Jersey
Bar. (c) This letter and the Companys obligations hereunder shall be subject
to review and approval by
the Companys Board of Directors and the Compensation Committee thereof. (d) This letter shall be governed by the law of the State of New Jersey. You may accept this offer of employment and the terms thereof by signing
the enclosed additional copy of this letter and the Confidentiality Agreement,
which execution will evidence your agreement with the terms set forth herein
and therein, and returning them to the Company. This offer of employment will expire on May 21, 2004, unless accepted by
you prior to such date. We look forward to you joining our team, and we believe
that your skills will compliment those of our existing management team, and
that you will make a significant contribution to the Companys growth. We look
forward to your prompt response to this offer letter. MEMORY PHARMACEUTICALS CORP.By:
    
    /s/ Tony ScullionName: Tony ScullionTitle: Chief Executive OfficerACCEPTED AND AGREED/s/ Jzaneen LalaniJzaneen Lalani, Esq.Date: 05/18/04
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