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SECOND AMENDMENT TO
AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT  (NICOTINIC ALPHA-7 PROGRAM)
 Amendment th Memory Roche
 Agreement
   1.
    
    The definition of End of Phase IIa in Article 1 of the Agreement is
hereby amended and restated to read in its entirety as follows:
 End of Phase IIa
 2.
    
    The definition of License Exercise Period in Article 1 of the
Agreement is hereby amended and restated to read in its entirety as follows:
   CIAS Tria [*] [*] [ ] [*]




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4.
    
    Notwithstanding anything contained in the Agreement to the contrary (including,
without limitation, Section 9.1 thereof), Memory and Roche hereby agree that Memory
shall initiate and pay the costs associated with the CIAS Trial.5.
    
    Section 4.4 of the Agreement is hereby amended and restated to read in its
entirety as follows:
  6.
    
    Exhibit B to the Agreement is hereby amended and restated to read in its
entirety as set forth on Exhibit B attached hereto.7.
    
    Schedule 1 to the Agreement is hereby amended and restated to read in its
entirety as set forth on Schedule 1 attached hereto.8.
    
    Section 16.4(a) of the Agreement is hereby amended and restated to read in its
entirety as follows:
   2




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9.
    
    Notwithstanding anything contained herein to the contrary, this Amendment and
all the terms and conditions set forth herein are contingent upon and shall come into
full force and effect only upon the execution and delivery by the parties of an Amended
and Restated Collaboration and License Agreement, which amends and restates the
Collaboration and License Agreement dated July 29, 2002, as amended, among the parties,
upon terms mutually agreed upon by the parties.10.
    
    This Amendment, along with the Agreement, 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 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.
   3




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MEMORY PHARMACEUTICALS CORP.
    
    HOFFMANN-LA ROCHE INC.By: /s/ James R. Sulat
    
    By: /s/ Warwick S. BedwellName: James R. Sulat
    
    Name: Warwick S. BedwellTitle: President and CEO
    
    Title: Vice PresidentGlobal Head of Business DevelopmentF. HOFFMANN-LA ROCHE LTDBy: /s/ Stefan ArnoldName: Stefan ArnoldTitle: Legal CounselBy: /s/ Robin BreckenridgeName: Robin Breckenridge
  4




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Exhibit B
 (Amended and Restated Exhibit B)
 Payments With Respect to 3454 Products
 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
    
    [*][*](or foreign equivalent) for a Neurological
Indication and delivery of the data and reports
specified in Schedule 1
    
    [*]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.
 Event
    
    Payment (mio US$)[*](or foreign equivalent) for a Psychiatric Indication
and delivery of the data and reports specified in
Schedule 1
    
    [*][*](or foreign equivalent) for a Psychiatric Indication
and delivery of the data and reports specified in
Schedule 1
    
    [*]
 
 1
    
    If any 3454 Product is for a Neurological
indication other than Alzheimers Disease, then the payment shall be [*]
dollars ($[*]).




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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
    
    [*]
 (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:
 
 2
    
    By way of example, upon the occurrence of the
[*](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) [*]dollars ($[*]). Upon a subsequent occurrence
of [*](or foreign equivalent) for a Psychiatric Indication and delivery of the
data and reports specified in Schedule 1, Roche shall pay to Memory [*]dollars
($[*]).




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Event
    
    Payment (mio US$)[*](or foreign equivalent) for an Other Indication
    
    [*][*]for an Other Indication
    
    [*][*]for an Other Indication
    
    [*]




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Schedule 1
 (Amended and Restated Schedule 1)
 Schedule 1
 Compound 3454 Data and Reports
 [*]