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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    000-50642
  MEMORY
    PHARMACEUTICALS CORP. (Exact
    name of Registrant as Specified in Its Charter)
  Delaware

04-3363475(State of
    Incorporation)

(I.R.S. Employer
    Identification No.)100 Philips Parkway

07645Montvale, New Jersey

(Zip Code)(Address of Principal Executive
    Offices)   Registrants
    Telephone Number, Including Area Code
  (201) 802-7100
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange On Which RegisteredCommon Stock $0.001 par value

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act: None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company þ(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE None.




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##### 





MEMORY
    PHARMACEUTICALS CORP.
  2007
    FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
   
 PagePART I


1Item 1.


Business


1Item 1A.


Risk Factors


24Item 1B.


Unresolved Staff Comments


40Item 2.


Properties


40Item 3.


Legal Proceedings


40Item 4.


Submission of Matters to a Vote of Security
    Holders


40PART II


41Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


41Item 6.


Selected Financial Data


42Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


42Item 8.


Financial Statements and Supplementary
    Data


54Item 9.


Changes in and Disagreements With Accountants
    on Accounting and Financial Disclosure


81Item 9A(T).


Controls and Procedures


81Item 9B.


Other Information


81PART III


82Item 10.


Directors, Executive Officers and Corporate
    Governance


82Item 11.


Executive Compensation


86Item 12.


Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder Matters


91Item 13.


Certain Relationships and Related
    Transactions, and Director Independence


95Item 14.


Principal Accountant Fees and Services


95PART IV


96Item 15.


Exhibits and Financial Statement
    Schedules


96




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This Annual Report on
    Form 10-K,
    including the sections labeled Managements Discussion and
    Analysis of Financial Condition and Results of Operations,
    contains forward-looking statements that you should read in
    conjunction with the financial statements and notes to financial
    statements that we have included elsewhere in this report. These
    statements are based on our current expectations, assumptions,
    estimates and projections about our business and our industry,
    and involve known and unknown risks, uncertainties, and other
    factors that may cause our or our industrys results,
    levels of activity, performance or achievements to be materially
    different from any future results, levels of activity,
    performance or achievements expressed or implied in, or
    contemplated by, the forward-looking statements. We generally
    identify these statements by words or phrases such as
    believe, anticipate, expect,
    intend, plan, will,
    may, should, estimate,
    predict, potential,
    continue, or the negative of such terms or other
    similar expressions. Our actual results and the timing of events
    may differ significantly from the results discussed in the
    forward-looking statements, and you should not place undue
    reliance on these statements. Factors that might cause such a
    difference include those discussed below under the heading
    Risk Factors, as well as those discussed elsewhere
    in this Annual Report on
    Form 10-K.
    We disclaim any intent or obligation to update any
    forward-looking statements as a result of developments occurring
    after the period covered by this report or otherwise.
 PART I  Item 1.
    Business.  OVERVIEW
        :
  
    our extensive knowledge of the pathways we believe are involved
    in memory formation and other cognitive functions;
    our understanding of neurological and psychiatric disorders;
    an interdisciplinary drug discovery and development
    approach; and
    our focus on conducting in vivoand safety screening at
    early stages of the drug discovery process.




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SCIENTIFIC
    BACKGROUND
  Central
    nervous system and cognitive function
     2




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Alzheimers
    Disease
  Overview
         3




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Current
    therapies for the treatment of Alzheimers
    disease
          Cognitive
    Impairment Associated with Schizophrenia
  Overview
    Current
    therapies for the treatment of CIAS
    MARKET
    OVERVIEW
   4




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THE
    MEMORY PHARMACEUTICALS DRUG DEVELOPMENT APPROACH
      
    We use our extensive knowledge of the neuronal pathways involved
    in memory formation to identify highly relevant targets in the
    cascade of events leading to long-term memory formation.
    We have created a dynamic, interdisciplinary environment in
    which experts in neuroscience, molecular biology, medicinal
    chemistry, preclinical drug development and clinical trials work
    closely together to screen, identify, optimize and test drug
    candidates.
    We conduct iterative tests on our compounds to determine their
    pharmacokinetics, including their ability to be absorbed,
    distributed and metabolized in the body and their toxicity
    levels. In addition, we measure their biochemical and
    physiological effects in the body and their mechanisms of
    action, such as their ability to penetrate the blood-brain
    barrier.
    Beginning at the earliest stages of drug discovery and
    continuing throughout the drug development process, we screen
    our compounds to eliminate those that are not specific to an
    identified target and therefore either exhibit increased side
    effects or cannot be optimized for a particular disease. In this
    process we use many neurobehavioral animal models and other
    sophisticated screening tools.
    We complement our scientific disciplines with leadership by
    individuals who have extensive expertise and experience in drug
    discovery and development, related technologies and
    collaboration management.   5




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THE
    MEMORY PHARMACEUTICALS STRATEGY
    
    Pursue the discovery and development of drug candidates in
    large disease markets in which there are significant unmet
    medical needs.  We are initially focused on the
    discovery and development of drug candidates for major CNS
    disorders for which the market opportunities are extensive and
    current therapies generally provide limited effectiveness and
    undesirable side effects. These conditions include neurological
    diseases associated with aging, such as Alzheimers
    disease, and also include certain psychiatric disorders such as
    schizophrenia. We intend to apply our expertise in the future to
    encompass a wider spectrum of neurological and psychiatric
    disorders by expanding the application of existing compounds and
    optimizing new compounds for these and other disorders such as
    vascular dementia, mild cognitive impairment (MCI),
    Parkinsons disease, age associated cognitive decline,
    memory impairment from coronary artery bypass grafting,
    attention deficit hyperactivity disorder, chemotherapy-induced
    cognitive impairment, obsessive compulsive disorder and
    alcohol-induced cognitive impairment.
    Leverage our extensive understanding of neuronal pathways and
    our interdisciplinary, accelerated drug development approach to
    yield multiple promising drug candidates.  We use
    our knowledge of the critical pathways involved in cognitive
    function to identify multiple targets that we believe are highly
    relevant to many different CNS disorders. We optimize compounds
    to act on targets that affect neuronal signaling pathways which
    are involved in multiple CNS disorders. We also seek to optimize
    compounds against multiple targets implicated in the same
    disorder. For example, for the treatment of Alzheimers
    disease, we have multiple drug candidates in preclinical and
    clinical development that act on different targets, including
    regulating neuronal calcium, acting as a partial agonist of the
    nicotinic alpha-7 receptor and regulating cAMP.
    Establish collaborations with leading pharmaceutical and
    biotechnology companies to advance our drug candidates through
    clinical development and commercialization.  We
    seek to leverage our pipeline of early-stage development
    candidates through collaborations with leading pharmaceutical
    and biotechnology companies. We believe that our focus on drug
    candidates with large market opportunities helps us secure these
    types of collaborations. We also believe that our rigorous
    approach to preclinical testing enables us to partner our
    programs relatively early in the development process and on
    terms more in line with those achieved at later stages of
    clinical development. We have collaborations with Roche for our
    nicotinic alpha-7 agonists and with Amgen for our PDE10
    inhibitors. We are exploring the potential for additional
    collaborations for the development of several of our other
    programs.
    Seek to selectively in-license or acquire additional
    compounds.  We seek to selectively augment our
    internal drug discovery program through the selective
    in-licensing or acquisition of preclinical and clinical
    development stage compounds that we believe are relevant to the
    pathways involved in memory formation and cognition or that
    otherwise complement our development pipeline. We believe that
    our expertise in these pathways enables us to identify promising
    compounds that can be converted to promising CNS drug candidates.  OUR DRUG
    DEVELOPMENT PROGRAMS
  6
   6




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Memory
    Programs and Drug Candidates
  L-Type
    Calcium Channel Modulator: MEM 1003
  MEM 1003
    for the treatment of Alzheimers disease
          MEM 1003
    for the treatment of bipolar disorder
   7




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Nicotinic
    Alpha-7 Agonist Program: MEM 3454 and R4996/MEM
    63908
    Alzheimers
    disease
  beta-amyloid
    Schizophrenia &
    CIAS
        MEM 3454
    for the treatment of Alzheimers disease and CIAS
   8




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R4996/MEM
    63908 for the treatment of Alzheimers disease and/or
    CIAS
  and/or
   9




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PDE4
    Inhibitor Program: MEM 1414 and MEM 1917
      Alzheimers
    disease
    MEM 1414
    for the treatment of Alzheimers disease
        MEM 1917
    for the treatment of CNS disorders
  back-up
   10




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PDE10
    Inhibitor Program
      5-HT6
    Antagonist Program
  6 6 6
  Drug
    Discovery Programs
  in vitro
  RESEARCH
    AND DEVELOPMENT
     11




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Target
    selection
    CNS
    chemistry
    Animal
    model screening processes
    Preclinical
    safety and pharmacokinetics
      Bioinformatics
    and information technology systems
    Clinical
    development
   12




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COLLABORATIONS,
    DEVELOPMENT AGREEMENTS AND IN-LICENSES
    6
  Hoffmann-La Roche
    (Nicotinic Alpha-7 Agonist Program)
       13




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region-by-region product-by-product
      Amgen
    Inc. (PDE10 Inhibitor Program)
         14




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90-day
      The
    Stanley Medical Research Institute (MEM 1003 in Bipolar
    Disorder)
      Hoffmann-La Roche
    (PDE4 Inhibitor Program)
     15




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country-by-country
    Bayer AG
    (MEM 1003)
  CNS-related
      NPS
    Allelix Corp.
    (5-HT6
    Antagonist Program)
  6
  6 6 6 6 6 country-by-country 6
 16




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6 paid-up. 6 and/or
  INTELLECTUAL
    PROPERTY
       17




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MEM
    1003
  ,
  PDE4
    inhibitors
    Nicotinic
    alpha-7 agonists
  alpha-7
  PDE10
    inhibitors
    5-HT6
    antagonists
  6
  General
    research tools
    COMPETITION
  and/or
 18




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
    efficacy, safety, tolerability and reliability of our drug
    candidates;
    the speed at which we or our collaborators develop drug
    candidates;
    completion of clinical development and laboratory testing of our
    drug candidates;
    timing and scope of regulatory approval of our drug candidates;
    our or our collaborators ability to manufacture and sell
    commercial quantities of approved products in the market;
    product acceptance by physicians and other health care providers;
    skills of our employees and our ability to recruit and retain
    skilled employees;
    protection of our intellectual property; and
    availability of capital resources to fund development and
    commercialization activities by us and our collaborators.  GOVERNMENT
    REGULATION
    US
    regulatory approval
    
    preclinical laboratory and animal tests performed under the
    FDAs Good Laboratory Practices regulations; 19




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
    submission and acceptance of an IND application, which must
    become effective before clinical trials may begin in the US;
    adequate and well-controlled human clinical trials to establish
    the safety and efficacy of the drug candidate in our intended
    use;
    development of manufacturing processes which conform to
    FDA-mandated current Good Manufacturing Practices
    (GMPs); and
    FDA review and approval of a New Drug Application (NDA) prior to
    any commercial sale or shipment of a product.  and/or
  Preclinical
    tests
    The IND
    process
  30-day 30-day
    Clinical
    trials
    
    Phase 1:  The drug candidate is initially
    introduced into healthy human subjects or patients and tested
    for safety, dosage tolerance, absorption, distribution,
    excretion and metabolism.
    Phase 2:  The drug candidate is introduced into
    a limited patient population to: (1) assess the efficacy of
    the drug in specific, targeted indications; (2) assess
    dosage tolerance and optimal dosage; and (3) identify
    possible adverse effects and safety risks.
    Phase 3:  These are commonly referred to as
    pivotal studies. If a drug candidate is found to have an
    acceptable safety profile and to be potentially effective in
    Phase 2 trials, new clinical trials will be initiated to further
    demonstrate clinical efficacy, optimal dosage and safety within
    an expanded and diverse patient population at geographically
    dispersed clinical study sites. 20




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The NDA
    process
      Manufacturing
    and post-marketing requirements
   21




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Foreign
    regulatory approval
        Centralized procedure.
  Mutual recognition or decentralized
    procedure.
   22




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Other
    regulatory matters
        MANUFACTURING
    EMPLOYEES
    RESEARCH
    AND DEVELOPMENT EXPENSES
    CORPORATE
    INFORMATION
   23




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ADDITIONAL
    INFORMATION AND WHERE TO FIND IT
  Form 10-K, Form 10-Q, Form 8-K http://www.sec.gov.
  Item 1A.
    Risk
    Factors.  Investing in our common stock involves a high degree of risk.
    You should consider carefully the risks and uncertainties
    described below and the other information contained in this
    report. If any of the following risks or uncertainties actually
    occur, our business, prospects, financial condition and
    operating results would likely suffer, possibly materially. In
    that event, the market price of our common stock could decline
    and you could lose part or all of your investment.
  Risks
    Relating to our Business
  We
    expect to continue to incur substantial losses, and we may never
    achieve profitability.
      We
    will need additional financing, which may be difficult to
    obtain. Our failure to obtain necessary financing would
    adversely affect our development programs and other operations
    and could affect our ability to continue as a going
    concern.
    Form 10-K
 24




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6 and/or
      
    the number of compounds and drug candidates that we advance into
    or through the development process;
    the funding we receive from our currently existing or any new
    collaborations;
    the scope and results of our and our collaborators
    clinical trials;
    the potential in-licensing or acquisition of other compounds or
    technologies;
    the costs involved in utilizing third party contract research
    organizations for preclinical studies and clinical trials;
    the timing of, and the costs involved in, obtaining regulatory
    approvals for our clinical trials and for any potentially
    marketed drugs;
    the availability of third parties, and the cost, to manufacture
    supply of our drug candidates for preclinical and clinical
    testing;
    the costs involved in preparing, filing, prosecuting,
    maintaining and enforcing patent claims and other patent-related
    costs, including litigation costs and the results of such
    litigation; and
    the cost of commercialization activities, including product
    marketing, sales and distribution.      Our
    drug candidates and programs are novel and in the early stages
    of development. As a result, it is difficult to predict
    accurately if and when we will achieve the development goals we
    establish for these drug candidates and programs. Our failure to
    achieve our development goals could adversely affect our
    business and our stock price.
   25




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The
    diseases we are targeting are poorly understood, which increases
    our chances of failure.
    Our
    preclinical and clinical testing results may not be predictive
    of future trial results and may not be sufficient to support
    regulatory approval of future clinical trials. If subsequent
    study or trial results are unfavorable or insufficient, we may
    be forced to stop developing drug candidates that we currently
    believe are important to our future.
  in vitro follow-up
 26




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If we
    are unable to secure the requisite approvals for our drug
    candidates, we may not be able to proceed with our planned
    clinical trials, or if we experience significant delays in our
    clinical trials, we may incur additional costs in connection
    with conducting such trials.
      
    any preclinical test or clinical trial may fail to produce
    safety, tolerability and efficacy results satisfactory to the
    FDA or foreign regulatory authorities;
    preclinical and clinical data could be interpreted in different
    ways, which could delay, limit or prevent regulatory approval;
    negative or inconclusive results from a preclinical test or
    clinical study or adverse medical events during a clinical trial
    could cause delays in the completion of the preclinical test or
    clinical study, or could cause a preclinical test or clinical
    trial to be repeated, additional tests to be conducted or a
    program to be terminated, even if other studies or trials
    relating to the program are successful;
    the FDA or foreign regulatory authority could impose conditions
    on the scope or design of a clinical trial;
    the FDA or foreign regulatory authority could place a clinical
    hold on a trial if, among other reasons, it requires further
    information regarding certain results or events during
    preclinical tests or clinical trials, or it 27




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finds that patients enrolled in the trial are or would be
    exposed to an unreasonable and significant risk of illness or
    injury;  
    the FDA or foreign regulatory authority might not approve the
    manufacturing processes or facilities that we utilize, or the
    processes or facilities of our collaborators;
    we may encounter delays in obtaining IRB approval to conduct a
    clinical trial at a prospective study site or in revising a
    clinical trial protocol after the clinical trial has commenced;
    any regulatory approval we ultimately obtain may be limited or
    subject to restrictions or post-approval commitments that render
    the product not commercially viable;
    we or our collaborators may encounter delays based on changes in
    regulatory agency policies during the period in which we develop
    a drug or the period required for review of any application for
    regulatory agency approval;
    our drug candidates may produce undesirable side effects;
    our clinical trials may not demonstrate the safety, tolerability
    and efficacy of our drug candidates or result in marketable
    products; and
    we or our collaborators may encounter delays in obtaining a
    sufficient supply of a drug candidate for use in our clinical
    trials either due to the amount of time required to manufacture
    a sufficient supply for larger clinical trials or as a result of
    manufacturing or quality assurance issues.      We may
    not be able to succeed in our business model of seeking to enter
    into collaborations at early stages of development. We currently
    do not have a collaboration partner for MEM 1003, one of our
    most clinically advanced drug candidates, or for our PDE4
    inhibitor program, to which we recently reacquired all of the
    development and commercialization rights from
    Roche.
   28




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We are
    dependent upon our collaboration partners to conduct clinical
    trials and to manufacture, market and sell our
    products.
         29




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Our
    collaborations are subject to many risks, which could prevent us
    from developing and commercializing our drug
    candidates.
    
    our collaborators may develop and commercialize, either alone or
    with others, products and services that are similar to or
    competitive with the products that are the subject of the
    collaboration with us;
    collaborators may underfund or not commit sufficient resources
    to the testing, marketing, distribution or other development of
    our products;
    our collaborators may not properly maintain or defend our
    intellectual property rights or they may utilize our proprietary
    information in such a way as to invite litigation that could
    jeopardize or potentially invalidate our proprietary information
    or expose us to potential liability;
    our collaborators may encounter conflicts of interest, changes
    in business strategy or other business issues which could
    adversely affect their willingness or ability to fulfill their
    obligations to us (for example, pharmaceutical and biotechnology
    companies historically have re-evaluated their priorities
    following mergers and consolidations, which have been common in
    recent years in these industries); and
    disputes may arise between us and our collaborators delaying or
    terminating the research, development or commercialization of
    our drug candidates, resulting in significant litigation or
    arbitration that could be time-consuming and expensive, or
    causing our collaborators to act in their own self-interest and
    not in the interest of our stockholders.    In
    addition to our collaborations, we are dependent on certain
    license relationships.
   30




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Our
    secured loan agreement contains various covenants that may
    restrict our business and financing activities.
    
    incur indebtedness;
    pay cash dividends on our capital stock;
    repurchase or redeem our capital stock;
    make certain types of investments;
    create liens;
    use assets as security in other transactions;
    sell certain assets; and
    enter into certain transactions with our employees, officers or
    directors.  Form 10-K
  We
    face intense competition in the development and
    commercialization of our drug candidates.
   31




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We
    depend on our key scientific and other key personnel and have
    experienced turnover in our key senior management. If we are not
    able to retain our key scientific and other key personnel or
    recruit additional scientific and technical personnel, our
    business will suffer.
      If our
    preclinical and clinical investigators, third-party contract
    research organizations and consultants do not perform in an
    acceptable and timely manner, our preclinical testing or
    clinical trials could be delayed or unsuccessful.
      If we
    or our collaborators fail to obtain regulatory clearance for our
    current or future drug candidates, we will be unable to market
    and sell any products and therefore may never be able to
    generate product revenue or be profitable.
   32




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Failure
    to obtain regulatory approval in foreign jurisdictions would
    prevent us from marketing our products abroad.
    Our
    potential products may not be commercially viable if we or our
    collaborators fail to obtain an adequate level of reimbursement
    for these products by Medicare and other third-party payors or
    if the pricing for these products is set at unsatisfactory
    levels by foreign countries.
     33




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If
    physicians and patients do not accept our product candidates, we
    may be unable to generate significant revenue.
    We
    have no manufacturing capacity and depend on third parties to
    supply us with the compounds under development, to develop
    effective formulations and to manufacture our
    products.
    Manufacturing
    of our products must meet applicable regulatory
    standards.
    We
    face the risk of product liability claims and may not be able to
    obtain insurance.
   34




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Our or
    our collaborators products could be subject to
    restrictions or withdrawal from the market. We or they may be
    subject to penalties if we or they fail to comply with
    post-approval regulatory requirements or experience
    unanticipated problems with any approved products.
    
    product recalls;
    revocation of previously granted approvals;
    the need to conduct additional clinical trials; and
    fines and other censures.    Our
    business activities require compliance with environmental laws.
    If we violate these laws, we could be subject to significant
    fines, liabilities or other adverse consequences.
    Risks
    Relating to Intellectual Property
  If we
    are unable to obtain intellectual property protection for our
    chemical compounds and research tools, the value of our
    technology and products will be adversely
    affected.
   35




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We
    rely on trade secrets and other confidential information to
    maintain our proprietary position.
      We may
    be involved in lawsuits to protect or enforce our patents or the
    patents of our collaborators or licensors, which could be
    expensive and time consuming.
       36




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6
  Third
    parties may own or control patents or proprietary rights that
    are infringed by our technologies or drug
    candidates.
      Risks
    Relating to our Common Stock
  Our
    executive officers, directors and their affiliates have the
    ability to significantly influence all matters submitted to
    stockholders for approval.
   37




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We are
    currently not in compliance with Nasdaq rules regarding minimum
    bid price and are at risk of being delisted from the Nasdaq
    Global Market, which may subject us to the SECs penny
    stock rules and decrease the liquidity of our common
    stock.
    180-day
      If we
    do not maintain effectiveness of our registration statements
    covering the resale of certain shares of our common stock, we
    may be required to pay certain liquidated damages, which could
    be material in amount.
  12-month 30-day
 38




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Our
    stock price is subject to fluctuation, which may cause an
    investment in our stock to suffer a decline in
    value.
    
    announcements regarding the results of preclinical tests or
    clinical studies involving our drug candidates;
    disputes, modifications, terminations or other developments
    regarding our collaborations;
    announcements regarding new collaborations or changes to current
    collaborations;
    announcements regarding technological innovations or new
    products by us, our collaboration partners or our competitors;
    changes in the market valuations of similar companies;
    conditions or trends in the biotechnology and pharmaceutical
    industries;
    developments relating to patents and other intellectual property
    rights, including disputes with licensors or other third
    parties, litigation matters and our ability to obtain patent
    protection for our chemical compounds or technologies;
    FDA or international regulatory actions;
    additions to or departures of our key personnel;
    actual or anticipated variations in quarterly operating results;
    changes in financial estimates by, or expectations of securities
    analysts; and
    sales of our common stock.    Antitakeover
    provisions that we have in place could entrench our management
    team and delay or prevent an acquisition. These provisions could
    adversely affect the price of our common stock because
    purchasers cannot acquire a controlling interest.
    
    a classified Board of Directors;
    limitations on the removal of directors;
    limitations on stockholder proposals at meetings of stockholders;
    the inability of stockholders to act by written consent or to
    call special meetings; and 39




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
    the ability of our Board of Directors to designate the terms of
    and issue new series of preferred stock without stockholder
    approval.    If
    there are substantial sales of our common stock, our stock price
    could decline.
    Because
    we do not intend to pay dividends, you will benefit from an
    investment in our common stock only if it appreciates in
    value.
    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.    Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   40




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.    High


LowYear Ended December 31, 2007:Fourth Quarter

$
1.85


$
0.48Third Quarter


2.58



1.70Second Quarter


3.22



1.53First Quarter


4.94



1.52Year Ended December 31, 2006:Fourth Quarter

$
2.97


$
0.89Third Quarter


1.38



0.80Second Quarter


2.81



1.01First Quarter


2.87



2.11       180-day
    Dividend
    Policy
    Purchases
    of Equity Securities by Our Company and Affiliates
    Unregistered
    Sales of Equity Securities
   41




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Form 10-K.
    6
  
    L-Type Calcium Channel Modulator      sub-licensable
  
    Nicotinic Alpha-7 Agonist Program     42




---



##### Table of Contents




    PDE4 Inhibitor Program   43




---



##### Table of Contents




    PDE10 Inhibitor Program    
    5-HT6
    Antagonist Program  6 6 sub-licensable 6
         44




---



##### Table of Contents



REVENUE
  year-to-year quarter-to-quarter
  RESEARCH
    AND DEVELOPMENT EXPENSE
     45




---



##### Table of Contents




    the number of sites included in the trials;
    the cost associated with recruiting patients;
    the length of time required to enroll suitable patients;
    the number of patients that participate in the trials;
    the duration of patient
    follow-up
    that seems appropriate in view of results; and
    the efficacy and safety profile of the drug candidate.      GENERAL
    AND ADMINISTRATIVE EXPENSE
    RESULTS
    OF OPERATIONS
  Year
    Ended December 31, 2007 compared to Year Ended
    December 31, 2006
  Revenue
     46




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##### Table of Contents



Research
    and development expense
      General
    and administrative expense
    Other
    income/(loss)
    No. 00-19-2, Accounting for Registration Payment Arrangements No. 00-19-2).
  Interest
    income and interest expense
   47




---



##### Table of Contents



Income
    taxes
    LIQUIDITY
    AND CAPITAL RESOURCES
           48




---



##### Table of Contents



No. 00-19-2,
       49




---



##### Table of Contents



and/or
  
    the number of compounds and drug candidates that we advance into
    or through the development process;
    the funding we receive from our collaborations;
    the scope and results of our and our collaborators
    clinical trials;
    potential in-licensing or acquisition of other compounds or
    technologies;
    the costs involved in utilizing third party contract research
    organizations for preclinical studies and clinical trials;
    the timing of, and the costs involved in, obtaining regulatory
    approvals;
    the availability of third parties, and the cost, to manufacture
    our drug candidates for preclinical and clinical trial supply;
    the costs involved in preparing, filing, prosecuting,
    maintaining and enforcing patent claims and other patent-related
    costs, including litigation costs and the results of such
    litigation; and
    the cost of commercialization activities, including product
    marketing, sales and distribution.  Form S-3 and/or
  CRITICAL
    ACCOUNTING POLICIES
      Revenue
    recognition
  No. 00-21, Accounting for Revenue Arrangements with Multiple
    Deliverables No. 00-21) ,
 50




---



##### Table of Contents



Revenue Recognition,
          No. 00-21,
  Accrued
    expenses
    
    professional service fees, such as attorneys and
    accountants fees;
    preclinical and clinical contract research organization fees;
    fees to be paid to data management organizations and
    investigators in conjunction with clinical trials; and
    fees to be paid to contract manufacturers in conjunction with
    the production of the supply of our drug candidates for
    preclinical and clinical trials.   51




---



##### Table of Contents



Research
    and development expense
    Stock-Based
    Compensation
  Accounting for Stock Issued to Employees
  No. 96-18 ,
    Accounting for Equity Instruments that are Issued to Other than
    Employees for Acquiring, or in Conjunction with Selling, Goods
    or Services No. 96-18), No. 96-18, No. 96-18
      Valuation
    of Hercules Put Option
   52




---



##### Table of Contents



Classification
    of Hercules Debt
    NEW
    ACCOUNTING PRONOUNCEMENTS
  No. 07-3, Accounting for Nonrefundable Advance Payments for Goods or
    Services Received for Use in Future Research and Development
    Activities No. 07-3). No. 07-3 No. 07-3
  The
    Fair Value for Financial Assets and Financial Liabilities
  Fair Value Measurements
 53




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data.  INDEX TO
    FINANCIAL STATEMENTS
  PageReport of KPMG LLP, Independent Registered Public
    Accounting Firm


55Balance Sheets as of December 31, 2007 and
    2006


56Statements of Operations for the years ended
    December 31, 2007 and 2006


57Statements of Stockholders Equity/(Deficit)
    for the years ended December 31, 2007 and 2006


58Statements of Cash Flows for the years ended
    December 31, 2007 and 2006


59Notes to Financial Statements


60  54




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             EITF 00-19-2,
    KPMG
    LLP
    55




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  BALANCE
    SHEETS
  December 31,


December 31,2007


2006(In thousands, except for share and per share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
38,167


$
50,849Marketable securities


34



474Prepaid and other current assets


1,417



1,397Total current assets


39,618



52,720Property and equipment, net


5,868



7,413Restricted cash


505



509Deferred financing costs, net


519



Total assets

$
46,510


$
60,642LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,670


$
741Accrued research and development costs


1,303



3,426Accrued expenses  other


2,551



2,753Current portion of equipment notes payable


279



744Current portion of long term debt


2,986



Deferred revenue  current


3,232



6,801Total current liabilities


12,021



14,465Long term debt, less current portion


10,831



Other non-current liabilities


506



Warrant liability






8,724Equipment notes payable, less current portion


66



345Deferred revenue  long-term


14,819



13,906Total liabilities


38,243



37,440COMMITMENTS AND CONTINGENCIES (Note 14)Stockholders Equity:Common stock, $0.001 par value per share;
    175,000,000 shares authorized and 72,650,481 and
    67,655,132 shares issued and outstanding at
    December 31, 2007 and December 31, 2006, respectively


72



68Additional paid-in capital


224,819



206,372Accumulated deficit


(216,624
)


(183,227
)Accumulated other comprehensive loss






(11
)Total stockholders equity


8,267



23,202Total liabilities and stockholders equity

$
46,510


$
60,642    56




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  STATEMENTS
    OF OPERATIONS
  Year Ended December 31,2007


2006(In thousands, except for share and per share amounts)Revenue

$
11,519


$
9,322Operating expenses:Research and development


38,354



33,800General and administrative


9,324



8,444Total operating expenses


47,678



42,244Loss from operations


(36,159
)


(32,922
)Other income/ (loss)


64



(247
)Interest:Income


2,388



1,858Expense


(1,575
)


(184
)Interest Income (expense), Net


813



1,674Loss before income taxes


(35,282
)


(31,495
)Income tax expense (benefit)


3



(388
)Net loss

$
(35,285
)

$
(31,107
)Basic and diluted net loss per share of common stock

$
(0.49
)

$
(0.70
)Basic and diluted weighted average number of shares of common
    stock outstanding


71,874,757



44,334,129    57




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  STATEMENTS
    OF STOCKHOLDERS EQUITY/(DEFICIT)
 (In thousands, except for share amounts)
  AccumulatedAdditional





OtherCommon stock


Paid-in


Accumulated


Comprehensive


DeferredShares


Amount


Capital


Deficit


Loss


Compensation


TotalBalance at December 31, 2005


37,714,703


$
38


$
173,195


$
(152,120
)

$
(23
)

$
(139
)

$
20,951Issuance of compensatory stock options, net of forfeitures










2,606















2,606Deferred compensation expense










(139
)










139Issuance of shares of common stock under the employee stock
    purchase plan


93,082







121















121Issuance of shares of common stock upon option exercises


115,921



1



86















87Issuance of shares of common stock in the 2006 Private
    Placement, net of offering costs


28,232,202



28



26,122















26,150Warrants issued in the 2006 Private Placement










4,382















4,382Exercise of warrants issued in the 2006 Private Placement


1,499,224



1



(1
)Comprehensive loss:Unrealized gain on marketable securities


















12







12Net Loss














(31,107
)










(31,107
)Total comprehensive loss


























(31,095
)Balance at December 31, 2006


67,655,132


$
68


$
206,372


$
(183,227
)

$
(11
)

$
(0
)

$
23,202Issuance of compensatory stock options, net of forfeitures










2,786















2,786Issuance of shares of common stock under the employee stock
    purchase plan


100,792







126















126Issuance of shares of common stock upon option exercise


260,629







221















221Cashless exercise of warrants issued in the 2005 Private
    Placement


36,115Issuance of shares of common stock upon the exercise of warrants
    issued in the 2006 Private Placement, net of offering costs


3,903,369



4



4,946















4,950Issuance of shares of common stock in the 2007 Private
    Placement, net of offering cost


694,444







1,962















1,962Reclassification of warrant liability (note 2)










6,836



1,888











8,724Warrants to purchase common stock issued to Hercules










1,570















1,570Comprehensive lossRealized gain on marketable securities


















11







11Net Loss














(35,285
)










(35,285
)Total comprehensive loss


























(35,274
)Balance at December 31, 2007


72,650,481


$
72


$
224,819


$
(216,624
)

$
0


$
0


$
8,267    58




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  STATEMENTS
    OF CASH FLOWS
 (In thousands)
  Years Ended December 31,2007


2006Cash Flows Used in Operating Activities:Net loss

$
(35,285
)

$
(31,107
)Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities:Depreciation and amortization


1,965



2,081Stock based compensation


2,786



2,606Unrealized loss on warrants






247Amortization of deferred financing costs and discount on loans


643



Gain on sale of marketable securities


11



Gain on sale of fixed asset


33Other






(4
)Changes in assets and liabilities:Prepaid and other current assets


(20
)


1,165Other assets


4



Accounts payable


929



(18
)Accrued expenses


(2,403
)


2,340Deferred revenue


(2,656
)


812Net Cash Used in Operating Activities


(33,993
)


(21,878
)Cash Flows from Investing Activities:Purchases of marketable securities






(992
)Sales of marketable securities


440



5,076Additions to property and equipment


(453
)


(327
)Net Cash Provided by (Used in) Investing Activities


(13
)


3,757Cash Flows Provided by Financing Activities:Proceeds from issuance of common stock and warrants


7,329



30,740Proceeds from issuance of loans payable and warrants


15,000



Loan issuance costs


(261
)


Proceeds from equipment notes payable






Principal repayment of equipment notes payable


(744
)


(1,303
)Net Cash Provided by Financing Activities


21,324



29,437Net (decrease) increase in cash and cash equivalents


(12,682
)


11,316Cash and cash equivalents, beginning of period


50,849



39,533Cash and cash equivalents, end of period

$
38,167


$
50,849Supplemental cash flow information:Cash paid for interest

$
898


$
184Cash paid for taxes


3



13    59




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##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS
  1)
    ORGANIZATION,
    BUSINESS OVERVIEW AND LIQUIDITY             60




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    180-day
    2)
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis
    of Presentation
    Revenue
    Recognition
  No. 00-21, Accounting for Revenue Arrangements with Multiple
    Deliverables No. 00-21) , Revenue Recognition,
   61




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
        Hoffmann-La Roche
    (PDE4 Inhibitor Program)
       62




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Hoffmann-La Roche
    (Nicotinic Alpha-7 Agonist Program)
      No. 00-21,
  Amgen Inc
    (PDE10 Inhibitor Program)
   63




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  The
    Stanley Medical Research Institute (SMRI ) (MEM 1003 in Bipolar
    Disorder)
  No. 00-21,
  Concentrations
    of Credit Risk
      Cash
    and Cash Equivalents
    Marketable
    Securities
    Property
    and Equipment
   64




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Research
    and Development
    Restricted
    Cash
    Income
    Taxes
  Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109 Accounting for
    Income Taxes
    Warrant
    Liability
  No. 00-19, Accounting for Derivative Financial Instruments Indexed to,
    and Potentially Settled in, a Companys Own Stock
  No. 00-19-2, Accounting or Registration Payment Arrangements No. 00-19-2).
  Stock-Based
    Compensation
  Share-Based Payments Accounting for
    Stock Issued to Employees
 65




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Accounting
    for Stock-Based Compensation
      Accounting for Certain Transactions involving Stock
    Compensation Accounting for Stock-Based
    Compensation Accounting for Stock-Based Compensation, Transition and
    Disclosure
  Net
    Loss Per Share
      Year Ended December 31,2007


2006Stock options


6,327,624



5,276,852Warrants


6,744,769



9,904,498Total


13,072,393



15,181,350   Comprehensive
    Loss
  Reporting Comprehensive
    Income
 66




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  New
    Accounting Pronouncements
  No. 07-3, Accounting for Nonrefundable Advance Payments for Goods or
    Services Received for Use in Future Research and Development
    Activities No. 07-3). No. 07-3 No. 07-3
  The
    Fair Value for Financial Assets and Financial Liabilities
  Fair Value Measurements
  3)
    MARKETABLE
    SECURITIES    December 31,2007


2006Fair


Unrealized


Fair


UnrealizedValue


Loss


Value


Loss(In thousands)Mortgage-backed and asset-backed securities

$
34


$



$
474


$
Marketable securities due over 90 days


34







474



Commercial paper

$



$




21,885



11Obligations of US government agencies










804



Cash and cash equivalents*










22,689


$
11Total marketable securities

$
34


$



$
23,163


$
11     *
    
    Classified as cash and cash equivalents on the Balance Sheets
    since they mature within 90 days of our purchase date. 67




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##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   4)
    PROPERTY
    AND EQUIPMENT    Depreciable


December 31,


December 31,Lives


2007


2006(In years)


(In thousands)Laboratory equipment


7


$
8,127


$
7,958Leasehold improvements


8



7,325



7,319Computer equipment


3



2,412



2,333Furniture and fixtures


5



1,004



97018,868



18,580Less accumulated depreciation and amortization






(13,000
)


(11,167
)$
5,868


$
7,413       5)
    LONG TERM
    DEBT     68




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
          No. 00-19-2,
 69




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    2007Long TermDebt(In thousands)Notes payable $11.0 million at an annual interest rate of
    11.45% and $4.0 million at an annual interest rate of 10.95%

$
15,000Less, Original debt discount resulting from value of warrants
    for purchase of common stock, classified as stockholders
    equity


(1,570
)Less, Original values of put option


(87
)Long term debt net


13,343Add, Amortization of debt discount to interest expense


474Carrying value of long term debt as at December 31, 2007


13,817Less, Current portion of long term debt


(2,986
)Long term debt at December 31, 2007


10,831   Debt
    Principal Repayments Due:
  Year EndingDecember 31(In thousands)2008

$
3,1222009


5,8702010


6,008$
15,000   Equipment
    Financing Arrangements:
    Year(In thousands)2008

$
2792009


66Total

$
345   6)
    STOCK-BASED
    COMPENSATION   70




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##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Stock
    Options
          WeightedExercise Price


AverageShares


per Share


Exercise PriceOutstanding at December 31, 2005


4,108,058


$
0.30 - $9.82


$
3.47Granted


1,594,689



1.02 - 2.57



1.98Exercised


(115,921
)


0.54 - 0.75



0.75Cancelled / Forfeited


(309,974
)


0.54 - 9.82



4.30Outstanding at December 31, 2006


5,276,852


$
0.30 - $9.82


$
3.03Granted


1,900,325


$
0.90 - $3.81



2.94Exercised


(260,629
)

$
0.75 - $2.70



0.84Cancelled / Forfeited


(588,924
)

$
0.30 - $9.82



2.30Outstanding at December 31, 2007


6,327,624


$
0.30 - $9.82


$
3.16  71




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Options Outstanding


Options ExercisableWeighted averageNumber of


Remaining Years of


Weighted Average


Number of


Weighted AverageRange of Exercise Prices

Options


Contractual life


Exercise Price


Options


Exercise Price$0.30 - $0.30


4,000



0.6


$
0.30



4,000


$
0.30$0.54 - $0.75


418,916



4.2


$
0.75



418,916


$
0.75$0.90 - $2.70


3,967,346



8.2


$
2.19



1,932,390


$
2.25$2.71 - $7.00


1,429,124



8.3


$
4.46



620,214


$
5.51$7.75 - $9.82


508,238



6.4


$
9.06



464,969


$
9.04Outstanding at December 31, 2007


6,327,624



7.82


$
3.16



3,440,489


$
3.57Vested and expected to vest at December 31, 2007


5,923,425



7.76


$
3.19



n/a



n/a     Year Ended December 31,2007

2006Expected life

5.50 to 6.06 years

5.56 to 6.25 yearsExpected volatility

87.5% to 92.1%

78.9% to 84.0%Risk-free interest rate

3.87% to 4.94%

4.39% to 5.19%Dividend yield

0%

0%           96-18 ,
    Accounting for Equity Instruments that are Issued to Other than
    Employees for Acquiring, or in Conjunction with Selling, Goods
    or Services No. 96-18), 96-18,
 72




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  No. 96-18
      Employee
    Stock Purchase Plan
          Year Ended December 31,2007

2006Expected life

183 Days

183 DaysExpected volatility

87.47% to 87.78%

78.9% to 81.5%Risk-free interest rate

4.96% to 5.16%

4.48% to 5.11%Dividend yield

0%

0%    73




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    7)
    License
    Agreements  Bayer AG
    (MEM 1003)
    NPS
    Allelix Corp.
    (5-HT6
    Antagonist Program)
  6 6 6
  8)
    2007
    PRIVATE PLACEMENT       74




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##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      No. 00-19-2,
  9)
    2006
    PRIVATE PLACEMENT      10)
    2005
    PRIVATE PLACEMENT      No. 00-19-2, Accounting for Registration Payment Arrangements No. 00-19-2), 00-19-2, No. 00-19-2
 75




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  No. 00-19-2
    11)
    STOCKHOLDERS
    EQUITY  Warrants
              Preferred
    Stock
   76




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    12)
    INCOME
    TAXES      2007


2006Deferred tax asset:Net operating loss carryforwards

$
65,820


$
52,594Depreciation


628



227Start-up
    expenditures






431Research and development credit carryforwards


9,968



8,404Deferred income


7,220



8,283Other, net


1,375



1,258Total


85,011



71,197Valuation allowance


(85,011
)


(71,197
)Net deferred tax asset






Net deferred taxes

$



$
     2007


2006Computed income taxes (benefit) at statutory rate


(34.0
)%


(34.0
)%State and local taxes, net of Federal income tax benefit


(5.8
)%


(7.6
)%Permanent differences


1.4
%


1.5
%Increase in valuation allowance


39.1
%


44.0
%Sale of New Jersey net operating loss carryforwards and R&D
    credits



%


(1.2
)%Federal and State R&D credit


(5.0
)%


(3.8
)%Other


4.3
%


(0.1
)%Effective income tax (benefit) rate


(0.0
)%


(1.2
)%    77




---



##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
        13)
    RETIREMENT
    PLAN    14)
    COMMITMENTS
    AND CONTINGENCIES  Lease
    Agreement
      Year

(In thousands)2008


2,0592009


2,1212010


2,1842011


2,2502012


2,3172013 and subsequent


3,394Total


14,325    78




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##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Employment
    Arrangements
    Commitments
    Litigation
    Insurance
    Risks
    15)
    SUBSEQUENT
    EVENTS    out-of-pocket
   79




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##### Table of Contents



MEMORY
    PHARMACEUTICALS CORP.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  16)
    QUARTERLY
    OPERATING RESULTS (UNAUDITED)  Quarter EndedMarch 31,


June 30,


September 30,


December 31,(In thousands, except per share amounts)2007:Revenue

$
2,690


$
2,728


$
5,026


$
1,075Net loss


(8,861
)


(10,689
)


(6,179
)


(9,556
)Basic and diluted net loss per share of common stock

$
(0.13
)

$
(0.15
)

$
(0.09
)

$
(0.13
)2006:Revenue

$
2,780


$
1,944


$
1,958


$
2,640Net loss


(8,181
)


1,624



(9,823
)


(14,727
)Basic and diluted net loss per share of common stock

$
(0.22
)

$
0.04


$
(0.26
)

$
(0.23
)  80




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.    Item 9A(T).
    Controls
    and Procedures.  Managements
    Annual Report on Internal Control Over Financial
    Reporting
      Form 10-K.
  Evaluation
    of disclosure controls and procedures
  Rules 13a-15(e) 15d-15(e) Form 10-K Form 10-K.
  Change
    in internal control over financial reporting
    Limitations
    on the effectiveness of controls
    Item 9B.
    Other
    Information.   81




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.  Our Board
    of Directors
    Name

Age

PositionPaul Blake, M.D.


60


DirectorAnthony B.
    Evnin, Ph.D.(1)(2)(3)


67


DirectorJonathan J.
    Fleming(2)(3)


50


DirectorWalter Gilbert, Ph.D.


76


DirectorVaughn M. Kailian


63


Interim President, Chief Executive Officer and DirectorRobert I.
    Kriebel(1)


65


DirectorMichael E. Meyers,
    M.P.H.(2)


39


DirectorPeter F.
    Young(1)


58


DirectorJames R. Sulat


57


Chief Financial Officer and DirectorDavid A. Lowe, Ph.D.


61


Chief Scientific Officer and Director     (1)
    
    Member of the Audit Committee(2)
    
    Member of the Compensation Committee(3)
    
    Member of the Nominations Committee  Directors
    Whose Terms Expire in 2008  Class I
    Directors
  Robert I. Kriebel
  Michael E. Meyers, M.P.H.
  James R. Sulat
 82




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##### Table of Contents



Directors
    Whose Terms Expire in 2009  Class II
    Directors
  Anthony B. Evnin, Ph.D.
  Vaughn M. Kailian not-for-profit
  David A. Lowe, Ph.D.
  Peter F. Young
  Directors
    Whose Terms Expire in 2010  Class III
    Directors
  Paul Blake, M.D.
 83




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##### Table of Contents



Jonathan J. Fleming
  Walter Gilbert, Ph.D.
  Our
    Executive Officers
    Name

Age

PositionVaughn M. Kailian


63


Interim President and Chief Executive Officer and DirectorJames R. Sulat


57


Chief Financial Officer and DirectorJzaneen Lalani


35


General Counsel and Corporate SecretaryDavid A. Lowe, Ph.D.


61


Chief Scientific Officer and DirectorStephen R. Murray, M.D., Ph.D.


45


Chief Medical OfficerMichael P. Smith


40


Vice President, Business Development   Jzaneen Lalani
  Stephen R. Murray, M.D., Ph.D.
 84




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##### Table of Contents



Michael P. Smith
  Audit
    Committee and Audit Committee Financial Expert
  Regulation S-K.
  Section 16(a)
    Beneficial Ownership Reporting Compliance
      Code of
    Ethics
  www.memorypharma.com Form 8-K
 85




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##### Table of Contents



Item 11.
    Executive
    Compensation.  Summary
    Compensation Table
    SUMMARY
    COMPENSATION TABLE
  Option


All Other


TotalSalary


Bonus


Awards


Compensation


CompensationName and Principal Position

Year


($)


($)(1)


($)(2)


($)(3)


($)James R.
    Sulat(4)


2007



408,750







468,057







876,807Chief Financial Officer and Former


2006



395,000



69,125



380,563







844,688President & Chief Executive OfficerDavid A. Lowe, Ph.D.


2007



367,833



71,955



271,794







711,582Chief Scientific Officer


2006



352,917



71,000



424,746







848,663Michael P.
    Smith(5)


2007



259,167



50,700



88,318



156,510
(6)


554,695Vice President, Business Development


2006



125,000



100,000
(7)


214,000







439,000     (1)
    
    Amounts in the Bonus column represent bonuses
    attributable to performance in the year shown. Bonuses are paid
    in the first quarter of the year subsequent to the year for
    which they were earned.(2)
    
    This column represents the amount we have expensed for the year
    shown under SFAS No. 123R for outstanding stock option
    awards granted in the year shown and in previous fiscal years.
    Award fair values have been determined based on the assumptions
    set forth in Note 6  Stock Based
    Compensation to the financial statements for the year
    ended December 31, 2007, included in this report.(3)
    
    Does not include perquisites or personal benefits paid to Named
    Executive Officers unless the aggregate amount paid to a Named
    Executive Officer in the year shown was in excess of $10,000.(4)
    
    Mr. Sulat served as our President and Chief Executive
    Officer from May 2005 until February 2008, and has served as our
    Chief Financial Officer since February 2008.(5)
    
    Mr. Smiths employment with us commenced in July 2006.(6)
    
    Includes $110,508 for reimbursement of relocation and temporary
    housing expenses and a $39,492 gross up payment for taxes
    incurred by Mr. Smith in connection with this reimbursement.(7)
    
    Includes a $50,000 sign-on bonus.  Executive
    Employment Agreements
      Change of Control
 86




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##### Table of Contents



Cause
  Good Reason Cause Good Reason
  James
    R. Sulat
      David
    A. Lowe, Ph.D.
   87




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##### Table of Contents



Michael
    P. Smith
    2007
    Bonus
       88




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##### Table of Contents



OUTSTANDING
    EQUITY AWARDS AT FISCAL YEAR-END 2007
    Number of


Number ofSecurities


SecuritiesUnderlying


Underlying


OptionUnexercised


Unexercised


Exercise


OptionOption Grant


Options


Options


Price


ExpirationName

Date


(#) Exercisable


(#) Unexercisable


($)


DateJames R. Sulat


05/17/2005



312,500



187,500



2.45



05/16/201508/15/2005



295,312



229,688



2.24



08/14/201501/23/2007



28,125



121,875



3.57



01/23/201708/17/2007



15,625



234,375



2.30



08/16/2017David A. Lowe, Ph.D.


10/01/2004



150,000
(1)


0



6.98



10/01/201403/03/2005



68,750



31,250



5.03



03/03/201505/12/2005



55,000
(1)


0



2.39



05/11/201510/11/2005



42,500



42,500



2.38



10/10/201503/03/2006



43,750



56,250



2.49



03/02/201601/23/2007



37,500



162,500



3.57



01/23/201708/17/2007



4,062



60,938



2.30



08/16/2017Michael P. Smith


07/05/2006



46,875



103,125



1.31



07/04/201609/29/2006



31,250



68,750



1.02



09/28/201601/23/2007



11,250



48,750



3.57



01/23/201708/17/2007



2,500



37,500



2.30



08/16/2017     (1)
    
    Vest in equal quarterly installments over a two-year period
    commencing on the date of grant.  Compensation
    of Directors
    Audit Committee

Compensation Committee

Nominations CommitteeAnthony B. Evnin, Ph.D.

Anthony B. Evnin, Ph.D.

Anthony B. Evnin, Ph.D.*Robert I. Kriebel*

Jonathan J. Fleming*

Jonathan J. FlemingPeter F. Young

Michael E. Meyers, M.P.H.

Vaughn M. Kailian **     *
    
    Committee Chairman**
    
    Mr. Kailian tendered his resignation from the Nominations
    Committee upon his appointment as interim President and Chief
    Executive Officer, which was effective as of February 7,
    2008. 89




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##### Table of Contents



DIRECTOR
    COMPENSATION FOR THE YEAR ENDED DECEMBER 31, 2007
    Fees Earnedor Paid

Option

All Otherin Cash

Awards

Compensation

TotalName

($)

($)(1)

($)

($)Paul
    Blake, M.D.(2)


5,000



7,843







12,843Anthony B. Evnin, Ph.D.


45,250



20,884







66,134Jonathan J. Fleming


45,250



20,884







66,134Walter
    Gilbert, Ph.D.(3)


17,500



20,884



9,000



47,384Vaughn M. Kailian


19,250



13,041







32,291Robert I. Kriebel


55,000



32,427







87,427Michael E. Meyers, M.P.H.


20,500



20,884







41,384Peter F. Young


33,500



31,682







65,182     (1)
    
    This column represents the amount we have expensed during 2007
    under FAS 123R for outstanding stock option awards granted
    in 2007 and in previous fiscal years. These award fair values
    have been determined based on the assumptions set forth in
    Note 6  Stock Based Compensation to
    the financial statements for the year ended December 31,
    2007. As of December 31, 2007:
    (i) Messrs. Fleming, Kriebel, Meyers, Young and
    Dr. Evnin held stock options to purchase an aggregate of
    50,000 shares of common stock, (ii) Dr. Gilbert
    held stock options to purchase an aggregate of
    80,000 shares of common stock, (iii) Mr. Kalian
    held stock options to purchase an aggregate of
    30,000 shares of common stock, and (iv) Dr. Blake
    held a stock option to purchase 20,000 shares of common
    stock.(2)
    
    On November 9, 2007, Dr. Blake was elected to our
    Board of Directors. In connection with his election, he received
    a stock option to purchase 20,000 shares of our common
    stock under the Formula Option Grant Program of our 2004 Plan.
    The stock option has an exercise price of $0.90, the closing
    price of our common stock on the NASDAQ Global Market on the
    grant date. The stock option has a grant date fair value of
    $0.69. The stock option vests over three years, with 33% of the
    underlying shares vesting on the first anniversary of the grant
    date and the remainder vesting quarterly over the following two
    years.(3)
    
    In 2007, Dr. Gilbert received $9,000 for his service as a
    member on our Scientific Advisory Board (SAB) and was granted a
    stock option to purchase 10,000 shares of our common stock.
    The stock option has an exercise price per share of $3.57, the
    closing price of our common stock on the NASDAQ Global Market on
    the grant date, January 23, 2007, and vests quarterly over
    a two-year period. The stock option has a grant date fair value
    of $2.64. Dr. Gilbert is compensated for his service as a
    member on our SAB on the same terms as the other members of the
    SAB.  Standard
    Board Fees and Option Grants
    Board
    Fees
  Board of
    Directors
   90




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##### Table of Contents



Audit
    Committee
    Compensation
    Committee
    Nominations
    Committee
    Option
    Grants
      Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.     91




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##### Table of Contents



c/o Memory
  Shares Beneficially Owned*Number


PercentName of Beneficial Owner

of Shares


(%)Directors and Named Executive OfficersPaul Blake, M.D.






Anthony B.
    Evnin, Ph.D.(1)


3,856,446



5.28Jonathan J.
    Fleming(2)(12)


7,138,701



9.66Walter
    Gilbert, Ph.D.(3)


269,385



*Vaughn M.
    Kailian(4)(14)


14,512,573



19.85Robert I.
    Kriebel(5)


46,750



*David A.
    Lowe, Ph.D.(6)


508,026



*Michael E. Meyers,
    M.P.H.(7)


117,432



*Michael P.
    Smith(8)


146,845



*James R.
    Sulat(9)


1,094,683



1.49Peter F.
    Young(10)


40,000



*All current directors and executive
    officers as a group
    (13 persons)(11)


28,088,134



36.67Five Percent StockholdersOxford IV
    Entities(12)


4,552,630



6.18Great Point
    Entities(13)


9,845,130



11.92MPM
    Entities(14)


14,238,773



19.44     *
    
    Represents less than 1%.(1)
    
    Includes 293,739 shares of common stock issued to Anthony
    B. Evnin, Ph.D., 40,000 shares of common stock
    issuable to Dr. Evnin upon the exercise of options vested
    as of 60 days following March 14, 2008 and warrants to
    purchase 64,473 shares of common stock. Also includes
    1,308,275 shares and warrants to purchase
    113,289 shares of common stock owned by Venrock Associates
    (Venrock), 1,859,411 shares and warrants to
    purchase 163,026 shares of common stock owned by Venrock
    Associates II, L.P. (Venrock II), and
    14,233 shares of our common stock owned by Venrock
    Entrepreneurs Fund, L.P. (Entrepreneurs Fund, and,
    together with Venrock and Venrock II, the Venrock
    Entities). Dr. Evnin is a general partner of Venrock
    and Venrock II. Dr. Evnin is also a member of the General
    Partner of Entrepreneurs Fund. Dr. Evnin may be deemed to
    beneficially own the shares owned by the Venrock Entities;
    however, Dr. Evnin disclaims beneficial ownership of these
    shares, except to the extent of his proportionate pecuniary
    interest therein.(2)
    
    Includes 40,000 shares of common stock issuable to Jonathan
    J. Fleming upon the exercise of options vested as of
    60 days following March 14, 2008. Also includes
    357,715 shares of common stock held by Oxford Bioscience
    Partners II L.P. (OBP II), 267,844 shares
    of common stock held by Oxford Bioscience Partners (Bermuda) II
    Limited Partnership (OBP Bermuda II),
    100,306 shares of common stock held by Oxford Bioscience
    Partners (Adjunct) II L.P. (OBP Adjunct II),
    352,679 shares of common stock held by Oxford Bioscience
    Partners (GS-Adjunct) II L.P. (OBP GS-Adjunct II),
    and 1,283,317 shares of common stock and warrants to
    purchase 184,210 shares of common stock held by Oxford
    Bioscience Partners II (Annex) L.P. (OBP
    Annex II). OBP Management II L.P. (OBP
    Management II) is the general partner of OBP II, OBP
    Adjunct II, OBP GS-Adjunct II and OBP
    Annex II) and OBP Management (Bermuda) II Limited
    Partnership (OBP Management Bermuda II) is the
    general partner of OBP Bermuda II. Mr. Fleming is a general
    partner 92




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##### Table of Contents



of both OBP Management II and OBP Management Bermuda II.
    Therefore Mr. Fleming may be deemed to beneficially own the
    shares held by OBP II, OBP Adjunct II, OBP GS-Adjunct II, OBP
    Annex II and OBP Bermuda II; however, he disclaims
    beneficial ownership of these shares, except to the extent of
    his proportionate pecuniary interest therein.Also includes shares held by the Oxford IV Entities, of
    which Mr. Fleming is an affiliate. See footnote 12.(3)
    
    Includes 65,000 shares of common stock issuable to Walter
    Gilbert, Ph.D. upon the exercise of options vested as of
    60 days following March 14, 2008. Also includes
    66,666 shares of common stock issued to Dr. Gilbert,
    66,666 shares of common stock issued to
    Dr. Gilberts spouse and 52,632 shares of common
    stock and warrants to purchase 18,421 shares of common
    stock issued to a charitable remainder trust of which
    Dr. Gilbert and his spouse are the trustees and the
    beneficiaries.(4)
    
    Includes 373,580 shares of common stock issuable to
    Mr. Kailian upon the exercise of options vested as of
    60 days following March 14, 2008. Also includes shares
    held by the MPM Entities, of which Vaughn M. Kailian is an
    affiliate. See footnote 14.(5)
    
    Includes 5,000 shares of common stock issued to Robert I.
    Kriebel, 40,000 shares of common stock issuable to
    Mr. Kriebel upon the exercise of options vested as of
    60 days following March 14, 2008 and warrants to
    purchase 1,750 shares of common stock.(6)
    
    Includes 26,316 shares of common stock issued to David A.
    Lowe, Ph.D., 472,500 shares of common stock issuable
    to Dr. Lowe upon the exercise of options vested as of
    60 days following March 14, 2008 and warrants to
    purchase 9,210 shares of common stock.(7)
    
    Includes 68,222 shares of common stock issued to Michael E.
    Meyers, M.P.H., 40,000 shares of common stock issuable to
    Mr. Meyers upon the exercise of options vested as of
    60 days following March 14, 2008 and warrants to
    purchase 9,210 shares of common stock.(8)
    
    Includes 7,470 shares of common stock issued to Michael P.
    Smith and 139,375 shares of common stock issuable to
    Mr. Smith upon the exercise of options vested as of
    60 days following March 14, 2008.(9)
    
    Includes 11,997 shares of common stock issued to James R.
    Sulat, 750,000 shares of common stock issuable to
    Mr. Sulat upon the exercise of options vested as of
    60 days following March 14, 2008, and
    277,423 shares of common stock and warrants to purchase
    55,263 shares of common stock issued to a revocable trust
    of which Mr. Sulat and his spouse are the trustees and the
    members of Mr. Sulats immediate family are the
    beneficiaries.(10)
    
    Consists of 40,000 shares of common stock issuable to Peter
    F. Young upon the exercise of options vested as of 60 days
    following March 14, 2008.(11)
    
    Includes: Messrs. Fleming, Kailian, Kriebel, Meyers, Smith,
    Sulat and Young, and Drs. Blake, Evnin, Gilbert, Lowe and
    Murray, and Ms. Lalani.(12)
    
    Includes 3,595,503 shares of common stock and warrants to
    purchase 911,902 shares of common stock held by Oxford
    Bioscience Partners IV L.P. (Oxford IV) and
    36,076 shares of common stock and warrants to purchase
    9,149 shares of common stock held by mRNA Fund II L.P.
    (mRNA II) II. OBP Management IV L.P. (OBP
    IV, and together with Oxford IV and mRNA II, the
    Oxford IV Entities), is the general partner of
    Oxford IV and mRNA II. Jonathan J. Fleming, Jeffery T.
    Barnes, Mark P. Carthy, Michael E. Lytton and Alan G. Walton are
    the general partners of OBP IV (each a General
    Partner and collectively the General
    Partners). By virtue of their relationship as affiliated
    limited partnerships which share a sole general partner (OBP
    IV), Oxford IV and mRNA II may be deemed to share voting
    power and the power to direct the disposition of the shares of
    common stock which each partnership owns of record. OBP IV, as
    the general partner of Oxford IV and mRNA II, may also be
    deemed to own beneficially the shares of Oxford IV and mRNA
    II. The General Partners may also be deemed to own beneficially
    the shares held by Oxford IV and mRNA II. Oxford IV, OBP IV
    and the General Partners expressly disclaim beneficial ownership
    of the shares held by mRNA II, except to the extent of their
    respective pecuniary interest therein, and mRNA II, OBP IV, and
    the General Partners expressly disclaim beneficial ownership of
    the shares held by Oxford IV, except to the extent of their
    respective pecuniary interest therein. The principal business
    office of the Oxford IV Entities and the General Partners
    (excluding Mr. Walton) are located at 222 Berkeley Street,
    Suite 1650, Boston, MA 02116. The principal business office
    of Mr. Walton is 315 Post Road West, Westport, CT 06880. 93




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##### Table of Contents



(13)
    
    Includes 5,316,407 shares held by Biomedical Value Fund,
    L.P. (BMVF) and 4,528,793 shares held by
    Biomedical Offshore Value Fund, Ltd. (BOVF, and,
    together with BMVF, the Great Point Entities). Great
    Point Partners, LLC (Great Point) is the investment
    manager of BMVF and BOVF and by virtue of such status may be
    deemed to be the beneficial owner of the shares held by BMVF and
    BOVF. Dr. Jeffrey R. Jay, as senior managing member of
    Great Point, has shared voting and investment power with respect
    to these shares. Great Point and Dr. Jay disclaim
    beneficial ownership of the shares of common stock held by BMVF
    and BOVF, except to the extent of any pecuniary interest. On
    November 10, 2006, BMVF and BOVF each exercised, on a
    cashless basis, all of their respective warrants issued in our
    2006 Private Placement and, in exchange therefor, BMVF was
    issued an additional 809,581 shares of our common stock and
    BOVF was issued an additional 689,643 shares of our common
    stock. The principal business address for Great Point is 165
    Mason Street, 3rd Floor, Greenwich, CT 06830.(14)
    
    Includes 13,251,643 shares held by MPM BioVentures IV-QP,
    L.P. (BV IV QP), 376,819 shares held by MPM
    Asset Management Investors BV4 LLC (AM BV4) and
    510,531 shares held by MPM BioVentures IV
    GmbH & Co. Beteiligungs KG (BV IV GmbH,
    and, collectively with BV IV QP and AM BV4, the MPM
    Entities). The Registrant has been advised that MPM
    BioVentures IV, GP LLC and MPM BioVentures IV LLC are the
    direct and indirect general partners of BV IV QP, AM BV4 and BV
    IV GmbH. Vaughn M. Kailian, Ansbert Gadicke, Luke Evnin, Steven
    St. Peter, William Greene, James Paul Scopa, John Vander Vort
    and Ashley Dombkowski are members of the general partner of BV
    IV QP and BV IV GmbH and members of AM BV4. Each member of the
    group disclaims beneficial ownership of the securities except to
    the extent of his or her proportionate pecuniary interest
    therein. Mr. Kailian is a member of our Board of Directors
    and our Interim President and Chief Executive Officer. The
    principal business address for BV IV QP, AM BV4 and BV IV GmbH
    is The John Hancock Tower, 200 Clarendon Street, 54th Floor,
    Boston, MA 02116.  Equity
    Compensation Plan Information
    Weighted


Number of SecuritiesNumber of Securities


Average


Remaining Available forto be Issued Upon


Exercise Price


Future Issuance UnderExercise


of Outstanding


Equity Compensationof Outstanding


Options,


Plans (ExcludingOptions,


Warrants


Securities ReflectedPlan Category

Warrants and Rights


and Rights


in Column (a))(a)


(b)


(c)Equity Compensation Plans Approved by Security
    Holders(1)


6,327,624
(2)

$
3.16



1,589,098
(3)Equity Compensation Plans Not Approved by Security
    Holders(4)


4,167


$
5.25



0Total


6,331,791







2,778,507     (1)
    
    Includes options to purchase shares of our common stock under
    the 2004 Plan and shares of common stock issued under our 2004
    Employee Stock Purchase Plan (the ESPP). Under the
    2004 Plan, the total number of shares available for issuance
    automatically increases on January 1 of each year by an amount
    equal to the lesser of (x) 1,750,000 shares;
    (y) 5% of our outstanding shares on January 1 of each year;
    or (z) an amount to be determined by our Board of Directors.(2)
    
    Excludes purchase rights accruing under the ESPP, which has a
    stockholder-approved reserve of 101,606 shares of common
    stock as of December 31, 2007. Under the ESPP, eligible
    employees may purchase shares of our common stock through
    payroll deductions of up to 10% of their eligible compensation.
    The price paid by the employee is 85% of the lower of
    (i) the closing price of our common stock on the first day
    of the offering period and (ii) the closing price of our
    common stock on the last day of the offering period, which we
    refer to as the purchase date. There are two offering periods
    per year. For the year ended December 31, 2007, the
    offering periods commenced on February 1 and August 1. 94




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##### Table of Contents



(3)
    
    Represents shares available as of December 31, 2007 for
    future issuance under the 2004 Plan and the ESPP.(4)
    
    Represents warrants to purchase 4,167 shares of common
    stock at an exercise price of $5.25 per share, which expire in
    March 2010.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Policy
    Regarding Related Person Transactions
    Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services.    Type of Fee

2007


2006Audit
    Fees(1)

$
284,000


$
213,000Audit-Related Fees






3,500Tax
    Fees(2)


15,000



11,800All Other Fees






Total Fees for Services Provided

$
299,000


$
228,300     (1)
    
    Audit fees represent fees for professional services rendered for
    the audit of our financial statements, review of interim
    financial statements and services normally provided by the
    independent registered public accounting firm in connection with
    regulatory filings, including registration statements.(2)
    
    Represents fees for consultation on federal and state tax
    returns and for the preparation of such tax returns. 95




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##### Table of Contents



Pre-approval
    Policies and Procedures
   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.  The following documents are being filed as part of
    this report:
  (1)
    The following financial statements of the Company and the Report
    of Independent Registered Public Accounting Firm are included in
    Part II, Item 8 of this Annual Report on
    Form 10-K:              Exhibits.
    ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation of the
    Registrant, which became effective on April 8, 2004.
    Incorporated by reference to Exhibit 4.1 to the
    Registrants Registration Statement on
    Form S-3
    (No. 333-129188),
    filed with the SEC on October 21, 2005.3
.2

Form of Certificate of Amendment of Certificate of Incorporation
    of the Registrant, which became effective on July 19, 2007.
    Incorporated by reference to Exhibit A to the
    Registrants Definitive Proxy Statement filed with the SEC
    on June 13, 2007.3
.3

Second Amended and Restated Bylaws of the Registrant, which
    became effective on November 9, 2007. Incorporated herein
    by reference to Exhibit 3.1 to the Registrants
    Quarterly Report on
    Form 10-Q,
    filed for the quarter ended September 30, 2007.4
.1

Specimen Certificate evidencing shares of common stock.
    Incorporated herein by reference to Exhibit 4.1 to the
    Registrants Registration Statement on
    Form S-1/A,
    No. 333-111474,
    filed on March 2, 2004.4
.2

Warrant to purchase 12,500 shares of common stock,
    $0.001 par value per share, dated March 8, 2000,
    issued by the Registrant to Alexandria Real Estate Equities,
    L.P. Incorporated herein by reference to Exhibit 4.2 to the
    Registrants Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.4
.3

Warrant to purchase 12,500 shares of common stock,
    $0.001 par value per share, dated March 8, 2000,
    issued by the Registrant to Alexandria Real Estate Equities,
    L.P. Incorporated herein by reference to Exhibit 4.3 to the
    Registrants Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.4
.4

Warrant to purchase 347,222 shares of common stock,
    $0.001 par value per share, dated September 11, 2003,
    issued by the Registrant to Hoffmann-La Roche Inc.
    Incorporated herein by reference to Exhibit 4.4 to the
    Registrants Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.4
.5

Fourth Amended and Restated Investor Rights Agreement dated as
    of September 11, 2003, among the Registrant and the parties
    listed therein. Incorporated herein by reference to
    Exhibit 4.5 to the Registrants Registration Statement
    on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003. 96




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##### Table of Contents



ExhibitNumber

Description4
.6

Amendment to the Investor Rights Agreement dated as of
    March 15, 2004. Incorporated herein by reference to
    Exhibit 4.7 to the Registrants Registration Statement
    on
    Form S-1/A,
    No. 333-111474,
    filed on April 2, 2004.4
.7

Form of Amendment to the Investor Rights Agreement dated as of
    April 1, 2004. Incorporated herein by reference to
    Exhibit 4.8 to the Registrants Registration Statement
    on
    Form S-1/A,
    No. 333-111474,
    filed on April 2, 2004.4
.8

Waiver and Third Amendment to Investor Rights Agreement, dated
    as of September 21, 2005 among the Registrant and the
    investors set forth on the signature page thereto. Incorporated
    herein by reference to Exhibit 10.2 of Registrants
    Current Report on
    Form 8-K,
    filed on September 26, 2005.4
.9

Form of Warrant, dated as of September 23, 2005, issued by
    the Registrant to the purchasers listed on Exhibit A to the
    Registrants Securities Purchase Agreement dated
    September 21, 2005. Incorporated by reference to
    Exhibit B to Exhibit 10.1 of Registrants Current
    Report on
    Form 8-K,
    filed on September 26, 2005.4
.10

Form of Warrant, dated as of December 19, 2005, issued by
    the Registrant to The Stanley Medical Research Institute.
    Incorporated herein by reference to Exhibit 10.3 of
    Registrants Current Report on
    Form 8-K,
    filed on December 23, 2005.4
.11

Warrant, dated March 16, 2007, by and between the
    Registrant and Hercules Technology Growth Capital, Inc.
    Incorporated herein by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K,
    filed on March 20, 2007.4
.12

Warrant, dated June 18, 2007, by and between the Registrant
    and Hercules Technology Growth Capital, Inc. Incorporated herein
    by reference to Exhibit 4.1 to the Registrants
    Quarterly Report on
    Form 10-Q,
    for the Quarter ended June 30, 2007.10
.1**

1998 Employee, Director and Consultant Stock Option Plan.
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.10
.2**

Amended and Restated 2004 Stock Incentive Plan. Incorporated
    herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on July 29, 2005.10
.3**

Amended and Restated 2004 Employee Stock Purchase Plan.
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on July 20, 2006.10
.4

Lease Agreement, dated as of June 4, 1999, between ARE-100
    Philips Parkway, LLC and the Registrant. Incorporated herein by
    reference to Exhibit 10.4 to the Registrants
    Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.10
.5

First Amendment to Lease, dated as of February 4, 2000,
    between ARE-100 Philips Parkway, LLC and the Registrant.
    Incorporated herein by reference to Exhibit 10.5 to the
    Registrants Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.10
.6

Second Amendment to Lease, dated as of November 15, 2000,
    between ARE-100 Philips Parkway, LLC and the Registrant.
    Incorporated herein by reference to Exhibit 10.6 to the
    Registrants Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.10
.7

Third Amendment to Lease, dated as of September 15, 2001,
    between ARE-100 Philips Parkway, LLC and the Registrant.
    Incorporated herein by reference to Exhibit 10.7 to the
    Registrants Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.10
.8*

License Agreement, dated as of June 13, 2001, between Bayer
    AG and the Registrant. Incorporated herein by reference to
    Exhibit 10.8 to the Registrants Registration
    Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.10
.9**

Form of Registrants Notice of Stock Option Grant,
    24 months vesting. Incorporated by reference to
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K,
    filed on September 16, 2004.10
.10**

Form of Registrants Stock Option Agreement. Incorporated
    by reference to Exhibit 10.3 to the Registrants
    Current Report on
    Form 8-K,
    filed on September 16, 2004.10
.11**

Form of Registrants Notice of Initial Grant to members of
    the Registrants Board of Directors. Incorporated by
    reference to Exhibit 10.1 to the Registrants Current
    Report on
    Form 8-K,
    filed on September 30, 2004. 97




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##### Table of Contents



ExhibitNumber

Description10
.12**

Form of Registrants Notice of Subsequent Grant to members
    of the Registrants Board of Directors. Incorporated by
    reference to Exhibit 10.2 to the Registrants Current
    Report on
    Form 8-K,
    filed on September 30, 2004.10
.13**

Form of Registrants Notice of Grant, 48 months
    vesting. Incorporated by reference to Exhibit 10.3 to the
    Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended September 30, 2004.10
.14**

Description of Board of Directors Compensation.
    Incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on December 16, 2004.10
.15

Securities Purchase Agreement, dated September 21, 2005, by
    and among the Registrant and the purchasers listed on
    Exhibit A thereto. Incorporated herein by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K,
    filed on September 26, 2005.10
.16*

Collaboration and License Agreement, dated as of
    October 14, 2005, between Amgen Inc. and the Registrant.
    Incorporated herein by reference to Exhibit 10.38 to the
    Registrants Annual Report on
    Form 10-K,
    filed for the year ended December 31, 2005.10
.17

Exclusive License Agreement, dated as of October 14, 2005,
    between Amgen Inc. and the Registrant. Incorporated herein by
    reference to Exhibit 10.39 to the Registrants Annual
    Report on
    Form 10-K,
    filed for the year ended December 31, 2005.10
.18*

Development Agreement, dated as of December 19, 2005, by
    and between the Registrant and The Stanley Medical Research
    Institute. Incorporated herein by reference to Exhibit 10.1
    to the Registrants Current Report on
    Form 8-K,
    filed on December 23, 2005.10
.19

Securities Purchase Agreement, dated December 19, 2005, by
    and between the Registrant and The Stanley Medical Research
    Institute. Incorporated herein by reference to Exhibit 10.2
    to the Registrants Current Report on
    Form 8-K,
    filed on December 23, 2005.10
.20*

Amended and Restated Strategic Alliance Agreement, dated
    February 27, 2006, by and among F. Hoffman-La Roche
    Ltd., Hoffmann-La Roche Inc. and the Registrant.
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended March 31, 2006.10
.21

Form of Scientific Advisory Board Services Agreement dated
    July 31, 2006. Incorporated herein by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K,
    filed on August 4, 2006.10
.22*

Amendment to the Collaboration and License Agreement, dated
    September 18, 2006, by and between Amgen and the
    Registrant. Incorporated herein by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended September 30, 2006.10
.23

Securities Purchase Agreement, dated October 5, 2006, by
    and among the Registrant and the investors set forth on
    Exhibits A-1
    and A-2
    thereto. Incorporated herein by reference to Exhibit 10.1
    to the Registrants Current Report on
    Form 8-K,
    filed on October 10, 2006.10
.24

Loan and Security Agreement, dated March 16, 2007, by and
    between the Registrant and Hercules Technology Growth Capital,
    Inc. Incorporated herein by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on March 20, 2007.10
.25*

First Amendment to Amended and Restated Strategic Alliance
    Agreement (Nicotinic Alpha-7 Program) dated March 30, 2007,
    between F. Hoffmann-La Roche Ltd., Hoffmann La-Roche Inc.
    and the Registrant. Incorporated by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended March 31, 2007.10
.26

First Amendment to the Loan and Security Agreement, dated
    April 4, 2007, between Hercules Technology Growth Capital,
    Inc. and the Registrant. Incorporated by reference to
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended March 31, 2007.10
.27*

Amended and Restated License Agreement between NPS Allelix Corp.
    and the Registrant, dated April 20, 2007. Incorporated
    herein by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended September 30, 2007.10
.28

Second Amendment to the Loan and Security Agreement, dated
    June 18, 2007, by and between Hercules Technology Growth
    Capital, Inc. and the Registrant. Incorporated by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended June 30, 2007. 98




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##### Table of Contents



ExhibitNumber

Description10
.29*

Second Amendment to Amended and Restated Strategic Alliance
    Agreement (Nicotinic Alpha-7 Program) dated June 18, 2007,
    by and among F. Hoffmann-La Roche Ltd., Hoffmann La-Roche
    Inc. and the Registrant. Incorporated by reference to
    Exhibit 10.4 to the Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended June 30, 2007.10
.30*

Stock Purchase Agreement, dated June 18, 2007, by and among
    The Stanley Medical Research Institute, the Sylvan C. Herman
    Foundation and the Registrant. Incorporated herein by reference
    to Exhibit 10.3 to the Registrants Quarterly Report
    on
    Form 10-Q,
    filed for the quarter ended June 30, 2007.10
.31*

Amended and Restated Collaboration and License Agreement, dated
    as of June 19, 2007, between F. Hoffmann-La Roche
    Ltd., Hoffmann La-Roche Inc. and the Registrant. Incorporated by
    reference to Exhibit 10.5 to the Registrants
    Quarterly Report on
    Form 10-Q,
    filed for the quarter ended June 30, 2007.10
.32+

Amendment No. 2 to the Collaboration and License Agreement,
    dated February 8, 2008, by and between Amgen Inc. and the
    Registrant.10
.33**

Amended and Restated Employment Agreement, dated
    February 11, 2008, by and between the Registrant and David
    A. Lowe, Ph.D. Incorporated herein by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K,
    filed on February 11, 2008.10
.34**

Amended and Restated Employment Agreement, dated
    February 11, 2008, by and between the Registrant and
    Stephen Murray, M.D., Ph.D. Incorporated herein by
    reference to Exhibit 10.2 to the Registrants Current
    Report on
    Form 8-K,
    filed on February 11, 2008.10
.35**

Amended and Restated Employment Agreement, dated
    February 11, 2008, by and between the Registrant and
    Jzaneen Lalani. Incorporated herein by reference to
    Exhibit 10.3 to the Registrants Current Report on
    Form 8-K,
    filed on February 11, 2008.10
.36**

Amended and Restated Employment Agreement, dated
    February 11, 2008, by and between the Registrant and
    Michael P. Smith. Incorporated herein by reference to
    Exhibit 10.4 to the Registrants Current Report on
    Form 8-K,
    filed on February 11, 2008.10
.38**

Employment Agreement, dated February 19, 2008, by and
    between the Registrant and Vaughan Kailian.23
.1

Consent of KPMG LLP.24
.1

Power of Attorney (included on the signature page hereto).31
.1

Certification by the Chief Executive Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934.31
.2

Certification by the Chief Financial Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934.32
.1

Certification Pursuant to 18 USC. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.     *
    
    Confidential treatment granted as to certain portions, which
    portions have been omitted and filed separately with the SEC.**
    
    Indicates management contract or compensatory plan or
    arrangement.+
    
    Confidential treatment requested as to certain portions, which
    portions are omitted and filed separately with the SEC. 99




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##### Table of Contents



SIGNATURES
    MEMORY PHARMACEUTICALS CORP.
  By:
    /s/  Vaughn
    M. Kailian      POWER OF
    ATTORNEY
  Form 10-K,
    Signature

Title

Date/s/  Vaughn
    M. KailianVaughn
    M. Kailian

President and Chief Executive Officer and Director (Principal
    Executive Officer)

March 27, 2008/s/  James
    R. SulatJames
    R. Sulat

Chief Financial Officer and Director (Principal Financial
    Officer)

March 27, 2008/s/  Paul
    Blake, M.D.Paul
    Blake, M.D.

Director

March 25, 2008/s/  Anthony
    B. Evnin, Ph.D.Anthony
    B. Evnin, Ph.D.

Director

March 27, 2008/s/  Jonathan
    FlemingJonathan
    Fleming

Director

March 27, 2008/s/  Walter
    Gilbert, Ph.D.Walter
    Gilbert, Ph.D.

Director

March 27, 2008/s/  Robert
    I. KriebelRobert
    I. Kriebel

Director

March 24, 2008 100




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##### Table of Contents



Signature

Title

Date/s/  David
    A. Lowe, Ph.D.David
    A. Lowe, Ph.D.

Director

March 27, 2008/s/  Michael
    Meyers, MPHMichael
    Meyers, MPH

Director

March 27, 2008/s/  Peter
    F. YoungPeter
    F. Young

Director

March 24, 2008  101




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##### Table of Contents



Exhibit Index
  ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation of the
    Registrant, which became effective on April 8, 2004.
    Incorporated by reference to Exhibit 4.1 to the
    Registrants Registration Statement on
    Form S-3
    (No. 333-129188),
    filed with the SEC on October 21, 2005.3
.2

Form of Certificate of Amendment of Certificate of Incorporation
    of the Registrant, which became effective on July 19, 2007.
    Incorporated by reference to Exhibit A to the
    Registrants Definitive Proxy Statement filed with the SEC
    on June 13, 2007.3
.3

Second Amended and Restated Bylaws of the Registrant, which
    became effective on November 9, 2007. Incorporated herein
    by reference to Exhibit 3.1 to the Registrants
    Quarterly Report on
    Form 10-Q,
    filed for the quarter ended September 30, 2007.4
.1

Specimen Certificate evidencing shares of common stock.
    Incorporated herein by reference to Exhibit 4.1 to the
    Registrants Registration Statement on
    Form S-1/A,
    No. 333-111474,
    filed on March 2, 2004.4
.2

Warrant to purchase 12,500 shares of common stock,
    $0.001 par value per share, dated March 8, 2000,
    issued by the Registrant to Alexandria Real Estate Equities,
    L.P. Incorporated herein by reference to Exhibit 4.2 to the
    Registrants Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.4
.3

Warrant to purchase 12,500 shares of common stock,
    $0.001 par value per share, dated March 8, 2000,
    issued by the Registrant to Alexandria Real Estate Equities,
    L.P. Incorporated herein by reference to Exhibit 4.3 to the
    Registrants Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.4
.4

Warrant to purchase 347,222 shares of common stock,
    $0.001 par value per share, dated September 11, 2003,
    issued by the Registrant to Hoffmann-La Roche Inc.
    Incorporated herein by reference to Exhibit 4.4 to the
    Registrants Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.4
.5

Fourth Amended and Restated Investor Rights Agreement dated as
    of September 11, 2003, among the Registrant and the parties
    listed therein. Incorporated herein by reference to
    Exhibit 4.5 to the Registrants Registration Statement
    on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.4
.6

Amendment to the Investor Rights Agreement dated as of
    March 15, 2004. Incorporated herein by reference to
    Exhibit 4.7 to the Registrants Registration Statement
    on
    Form S-1/A,
    No. 333-111474,
    filed on April 2, 2004.4
.7

Form of Amendment to the Investor Rights Agreement dated as of
    April 1, 2004. Incorporated herein by reference to
    Exhibit 4.8 to the Registrants Registration Statement
    on
    Form S-1/A,
    No. 333-111474,
    filed on April 2, 2004.4
.8

Waiver and Third Amendment to Investor Rights Agreement, dated
    as of September 21, 2005 among the Registrant and the
    investors set forth on the signature page thereto. Incorporated
    herein by reference to Exhibit 10.2 of Registrants
    Current Report on
    Form 8-K,
    filed on September 26, 2005.4
.9

Form of Warrant, dated as of September 23, 2005, issued by
    the Registrant to the purchasers listed on Exhibit A to the
    Registrants Securities Purchase Agreement dated
    September 21, 2005. Incorporated by reference to
    Exhibit B to Exhibit 10.1 of Registrants Current
    Report on
    Form 8-K,
    filed on September 26, 2005.4
.10

Form of Warrant, dated as of December 19, 2005, issued by
    the Registrant to The Stanley Medical Research Institute.
    Incorporated herein by reference to Exhibit 10.3 of
    Registrants Current Report on
    Form 8-K,
    filed on December 23, 2005.4
.11

Warrant, dated March 16, 2007, by and between the
    Registrant and Hercules Technology Growth Capital, Inc.
    Incorporated herein by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K,
    filed on March 20, 2007.4
.12

Warrant, dated June 18, 2007, by and between the Registrant
    and Hercules Technology Growth Capital, Inc. Incorporated herein
    by reference to Exhibit 4.1 to the Registrants
    Quarterly Report on
    Form 10-Q,
    for the Quarter ended June 30, 2007.10
.1**

1998 Employee, Director and Consultant Stock Option Plan.
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003. 102




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##### Table of Contents



ExhibitNumber

Description10
.2**

Amended and Restated 2004 Stock Incentive Plan. Incorporated
    herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on July 29, 2005.10
.3**

Amended and Restated 2004 Employee Stock Purchase Plan.
    Incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on July 20, 2006.10
.4

Lease Agreement, dated as of June 4, 1999, between ARE-100
    Philips Parkway, LLC and the Registrant. Incorporated herein by
    reference to Exhibit 10.4 to the Registrants
    Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.10
.5

First Amendment to Lease, dated as of February 4, 2000,
    between ARE-100 Philips Parkway, LLC and the Registrant.
    Incorporated herein by reference to Exhibit 10.5 to the
    Registrants Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.10
.6

Second Amendment to Lease, dated as of November 15, 2000,
    between ARE-100 Philips Parkway, LLC and the Registrant.
    Incorporated herein by reference to Exhibit 10.6 to the
    Registrants Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.10
.7

Third Amendment to Lease, dated as of September 15, 2001,
    between ARE-100 Philips Parkway, LLC and the Registrant.
    Incorporated herein by reference to Exhibit 10.7 to the
    Registrants Registration Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.10
.8*

License Agreement, dated as of June 13, 2001, between Bayer
    AG and the Registrant. Incorporated herein by reference to
    Exhibit 10.8 to the Registrants Registration
    Statement on
    Form S-1,
    No. 333-111474,
    filed on December 23, 2003.10
.9**

Form of Registrants Notice of Stock Option Grant,
    24 months vesting. Incorporated by reference to
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K,
    filed on September 16, 2004.10
.10**

Form of Registrants Stock Option Agreement. Incorporated
    by reference to Exhibit 10.3 to the Registrants
    Current Report on
    Form 8-K,
    filed on September 16, 2004.10
.11**

Form of Registrants Notice of Initial Grant to members of
    the Registrants Board of Directors. Incorporated by
    reference to Exhibit 10.1 to the Registrants Current
    Report on
    Form 8-K,
    filed on September 30, 2004.10
.12**

Form of Registrants Notice of Subsequent Grant to members
    of the Registrants Board of Directors. Incorporated by
    reference to Exhibit 10.2 to the Registrants Current
    Report on
    Form 8-K,
    filed on September 30, 2004.10
.13**

Form of Registrants Notice of Grant, 48 months
    vesting. Incorporated by reference to Exhibit 10.3 to the
    Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended September 30, 2004.10
.14**

Description of Board of Directors Compensation.
    Incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on December 16, 2004.10
.15

Securities Purchase Agreement, dated September 21, 2005, by
    and among the Registrant and the purchasers listed on
    Exhibit A thereto. Incorporated herein by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K,
    filed on September 26, 2005.10
.16*

Collaboration and License Agreement, dated as of
    October 14, 2005, between Amgen Inc. and the Registrant.
    Incorporated herein by reference to Exhibit 10.38 to the
    Registrants Annual Report on
    Form 10-K,
    filed for the year ended December 31, 2005.10
.17

Exclusive License Agreement, dated as of October 14, 2005,
    between Amgen Inc. and the Registrant. Incorporated herein by
    reference to Exhibit 10.39 to the Registrants Annual
    Report on
    Form 10-K,
    filed for the year ended December 31, 2005.10
.18*

Development Agreement, dated as of December 19, 2005, by
    and between the Registrant and The Stanley Medical Research
    Institute. Incorporated herein by reference to Exhibit 10.1
    to the Registrants Current Report on
    Form 8-K,
    filed on December 23, 2005.10
.19

Securities Purchase Agreement, dated December 19, 2005, by
    and between the Registrant and The Stanley Medical Research
    Institute. Incorporated herein by reference to Exhibit 10.2
    to the Registrants Current Report on
    Form 8-K,
    filed on December 23, 2005. 103




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##### Table of Contents



ExhibitNumber

Description10
.20*

Amended and Restated Strategic Alliance Agreement, dated
    February 27, 2006, by and among
    F. Hoffman-La Roche Ltd., Hoffmann-La Roche Inc.
    and the Registrant. Incorporated herein by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended March 31, 2006.10
.21

Form of Scientific Advisory Board Services Agreement dated
    July 31, 2006. Incorporated herein by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K,
    filed on August 4, 2006.10
.22*

Amendment to the Collaboration and License Agreement, dated
    September 18, 2006, by and between Amgen and the
    Registrant. Incorporated herein by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended September 30, 2006.10
.23

Securities Purchase Agreement, dated October 5, 2006, by
    and among the Registrant and the investors set forth on
    Exhibits A-1
    and A-2
    thereto. Incorporated herein by reference to Exhibit 10.1
    to the Registrants Current Report on
    Form 8-K,
    filed on October 10, 2006.10
.24

Loan and Security Agreement, dated March 16, 2007, by and
    between the Registrant and Hercules Technology Growth Capital,
    Inc. Incorporated herein by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on March 20, 2007.10
.25*

First Amendment to Amended and Restated Strategic Alliance
    Agreement (Nicotinic Alpha-7 Program) dated March 30, 2007,
    between F. Hoffmann-La Roche Ltd., Hoffmann La-Roche Inc.
    and the Registrant. Incorporated by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended March 31, 2007.10
.26

First Amendment to the Loan and Security Agreement, dated
    April 4, 2007, between Hercules Technology Growth Capital,
    Inc. and the Registrant. Incorporated by reference to
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended March 31, 2007.10
.27*

Amended and Restated License Agreement between NPS Allelix Corp.
    and the Registrant, dated April 20, 2007. Incorporated
    herein by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended September 30, 2007.10
.28

Second Amendment to the Loan and Security Agreement, dated
    June 18, 2007, by and between Hercules Technology Growth
    Capital, Inc. and the Registrant. Incorporated by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended June 30, 2007.10
.29*

Second Amendment to Amended and Restated Strategic Alliance
    Agreement (Nicotinic Alpha-7 Program) dated June 18, 2007,
    by and among F. Hoffmann-La Roche Ltd., Hoffmann La-Roche
    Inc. and the Registrant. Incorporated by reference to
    Exhibit 10.4 to the Registrants Quarterly Report on
    Form 10-Q,
    filed for the quarter ended June 30, 2007.10
.30*

Stock Purchase Agreement, dated June 18, 2007, by and among
    The Stanley Medical Research Institute, the Sylvan C. Herman
    Foundation and the Registrant. Incorporated herein by reference
    to Exhibit 10.3 to the Registrants Quarterly Report
    on
    Form 10-Q,
    filed for the quarter ended June 30, 2007.10
.31*

Amended and Restated Collaboration and License Agreement, dated
    as of June 19, 2007, between F. Hoffmann-La Roche
    Ltd., Hoffmann La-Roche Inc. and the Registrant. Incorporated by
    reference to Exhibit 10.5 to the Registrants
    Quarterly Report on
    Form 10-Q,
    filed for the quarter ended June 30, 2007.10
.32+

Amendment No. 2 to the Collaboration and License Agreement,
    dated February 8, 2008, by and between Amgen Inc. and the
    Registrant.10
.33**

Amended and Restated Employment Agreement, dated
    February 11, 2008, by and between the Registrant and David
    A. Lowe, Ph.D. Incorporated herein by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K,
    filed on February 11, 2008.10
.34**

Amended and Restated Employment Agreement, dated
    February 11, 2008, by and between the Registrant and
    Stephen Murray, M.D., Ph.D. Incorporated herein by
    reference to Exhibit 10.2 to the Registrants Current
    Report on
    Form 8-K,
    filed on February 11, 2008.10
.35**

Amended and Restated Employment Agreement, dated
    February 11, 2008, by and between the Registrant and
    Jzaneen Lalani. Incorporated herein by reference to
    Exhibit 10.3 to the Registrants Current Report on
    Form 8-K,
    filed on February 11, 2008. 104




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##### Table of Contents



ExhibitNumber

Description10
.36**

Amended and Restated Employment Agreement, dated
    February 11, 2008, by and between the Registrant and
    Michael P. Smith. Incorporated herein by reference to
    Exhibit 10.4 to the Registrants Current Report on
    Form 8-K,
    filed on February 11, 2008.10
.38**

Employment Agreement, dated February 19, 2008, by and
    between the Registrant and Vaughan Kailian.23
.1

Consent of KPMG LLP.24
.1

Power of Attorney (included on the signature page hereto).31
.1

Certification by the Chief Executive Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934.31
.2

Certification by the Chief Financial Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934.32
.1

Certification Pursuant to 18 USC. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.     *
    
    Confidential treatment granted as to certain portions, which
    portions have been omitted and filed separately with the SEC.**
    
    Indicates management contract or compensatory plan or
    arrangement.+
    
    Confidential treatment requested as to certain portions, which
    portions are omitted and filed separately with the SEC. 105