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                                                                   EXHIBIT 10.38

                       COLLABORATION AND LICENSE AGREEMENT

      THIS COLLABORATION AND LICENSE AGREEMENT (this "AGREEMENT"), having a date
of October 14, 2005 (the "EFFECTIVE DATE"), is made by and between, on the one
hand, AMGEN INC., a Delaware corporation, having its principal place of business
at One Amgen Center Drive, Thousand Oaks, California 91320 ("AMGEN"), and, on
the other hand, MEMORY PHARMACEUTICALS CORP., a Delaware corporation, having its
principal place of business at 100 Philips Parkway, Montvale, New Jersey 07645
("MEMORY").

                                  INTRODUCTION

1.    Memory has discovered compounds active as PDE10 inhibitors and owns
      related intellectual property rights.

2.    Amgen has expertise in the research, development, manufacture and
      commercialization of human therapeutics.

3.    The parties wish to collaborate to research inhibitors and other
      modulators of PDE10.

4.    In consideration of the mutual covenants and promises contained in this
      Agreement and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, Memory and Amgen agree as
      follows:

                             ARTICLE 1. DEFINITIONS

As used in this Agreement, the following terms, whether used in the singular or
plural, shall have the following meanings:

1.1   "AFFILIATE" means (a) a person or business entity which owns, directly or
      indirectly, more than fifty percent (50%) of the voting shares or other
      means of control of a Person; or (b) a business entity in which more than
      fifty percent (50%) of the voting shares or other means of control are
      owned by a Person, either directly or indirectly; or (c) a business
      entity, the majority ownership of which is directly or indirectly common
      to the majority ownership of a Person. Notwithstanding the preceding
      provisions, with respect to an Affiliate of a Party to this Agreement,
      once an entity ceases to be an Affiliate, then such entity shall, without
      any further action, cease to have any rights, including license and
      sublicense rights, under this Agreement that it has by reason of being an
      Affiliate.

1.2   "AGREEMENT TERM" means the term of this Agreement, more fully described in
      Section 12.1.

1.3   "AMGEN INVENTION" means an Invention having as inventors employees,
      consultants or agents of Amgen or its Affiliates, but not employees,
      consultants or agents of Memory or its Affiliates, as determined under US
      patent law.

1.4   "AMGEN KNOW-HOW" means all Know-How that Amgen owns, or otherwise is
      Controlled by Amgen, during the Agreement Term. Notwithstanding the
      foregoing, Amgen Know-

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      How shall not be deemed to include Memory Know-How solely based upon the
      fact that Amgen may Control such Memory Know-How under this Agreement.

1.5   "AMGEN PROPERTY" means (1) an exclusive, royalty bearing license, under
      intellectual property (including Collaboration Technology, Joint
      Inventions, Patent Rights Covering Collaboration Technology, and Joint
      Patent Rights) controlled by Amgen that is exclusively related to the Lead
      Compounds to make, have made, use, offer for sale, sell and import the
      Lead Compounds (subject to Amgen's retained non-exclusive research license
      to Memory Inventions that relate to Memory compounds consisting of PDE10
      inhibitors or modulators, including Memory Compounds, and non-exclusive
      license to any other Memory Invention as provided under Section 2.1 and
      further subject to Sections 12.5(a) and 12.5(b)); (2) [*] (in the case of
      each of (1) and (2), in the event that the Lead Compounds is not in
      clinical trials at the time of termination of the Agreement, then (1) and
      (2) shall [*]); and (3) the assignment and transfer to Memory, or its
      Affiliates as requested by Memory, free of any liens, pledges or security
      interests (collectively, "LIENS"), of all of Amgen's right, title and
      interest in and to (i) [*](to the extent assignable and not cancelled by
      the party(ies) thereto other than Amgen) to the extent relating solely to
      the Lead Compounds, (ii) [*] in Amgen's possession or in the possession of
      its Affiliates or its or their respective agents to the extent solely
      relating to the Lead Compounds (PROVIDED, HOWEVER, that Amgen may redact
      any information that does not relate to the Lead Compounds), (iii) all
      rights relating to the infringement of Memory Patent Rights and Joint
      Patent Rights by Third Parties, solely relating to the Lead Compounds,
      (iv) all rights relating to patent prosecutions described in Section 9.2
      relating solely to the Lead Compounds (and Amgen shall thereafter use
      diligent efforts to file divisionals to separate any patent claims solely
      relating to the Lead Compounds from those relating to other compounds) and
      (v) any trademarks or trademark applications that are solely used or
      solely intended for use for the Lead Compounds, and not for any products
      of Amgen or any of its Affiliates, and so long as any such trademarks or
      trademark applications do not use the name Amgen or any derivative
      thereof.

1.6   "CALENDAR QUARTER" means each respective period of 3 consecutive months
      ending on March 31, June 30, September 30 and December 31 of each Calendar
      Year.

1.7   "CALENDAR YEAR" means each successive period of 12 months commencing on
      January 1 and ending on December 31.

1.8   "CHANGE OF CONTROL OF MEMORY" means the occurrence of any of the following
      events:

      (a)   Any person (as such term is defined under Section 13(d)(3) of the
            Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")),
            corporation or other entity hereafter becomes the beneficial owner
            (as such term is defined in Rule 13d-3 under the Exchange Act) of
            securities of Memory [*] representing [*] percent ([*]%) or more of
            the combined voting power of the outstanding securities of Memory
            which ordinarily (and apart from rights accruing under special
            circumstances) have the right to vote in the election of directors
            (calculated as provided in paragraph (d) of such Rule 13d-3 in the
            case of rights to acquire the Memory's securities) (the
            "SECURITIES");

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      (b)   As a result of a tender offer, merger, sale of assets or other major
            transaction, the persons who are directors of Memory immediately
            prior to such transaction cease to constitute a majority of the
            Board of Directors of Memory (or any successor corporations)
            immediately after such transaction;

      (C)   [*] Memory is merged or consolidated with any other person, firm,
            corporation or other entity and, as a result, the shareholders of
            Memory, as determined immediately before such transaction, own less
            than [*] percent ([*]%) of the outstanding Securities of the
            surviving or resulting entity immediately after such transaction;

      (d)   Memory transfers all or substantially all of its assets to another
            person, firm, corporation or other entity;

      (e)   An Industry Buyer acquires twenty percent (20%) or more of the
            outstanding Securities of Memory; or

      (f)

            (1)   Memory becomes bankrupt or insolvent, or files a petition in
                  bankruptcy or makes a general assignment for the benefit of
                  creditors or otherwise acknowledges in writing insolvency, or
                  is adjudged bankrupt, and Memory (i) fails to assume this
                  Agreement in any such bankruptcy proceeding within thirty (30)
                  days after filing or (ii) assumes and assigns this Agreement
                  to a Third Party;

            (2)   Memory grants to a party other than Amgen a security interest
                  in any intellectual property licensed to Amgen hereunder
                  (unless Memory has first granted to Amgen a security interest
                  in such intellectual property to secure Memory's obligations
                  under this Agreement and the security interest granted by
                  Memory to such party is subordinated or junior in priority to
                  the security interest granted by Memory to Amgen, PROVIDED,
                  HOWEVER, [*];

            (3)   Memory goes into or is placed in a process of complete
                  liquidation;

            (4)   a trustee or receiver is appointed for any substantial portion
                  of Memory's business who is not discharged within [*] days
                  after appointment;

            (5)   any case or proceeding shall have been commenced or other
                  action taken against Memory in bankruptcy or seeking
                  liquidation, reorganization, dissolution, a winding-up
                  arrangement, composition or readjustment of its debts or any
                  other relief under any bankruptcy, insolvency, reorganization
                  or similar act or law of any jurisdiction now or hereafter in
                  effect and is not dismissed or converted into a voluntary
                  proceeding governed by clause (f)(1) above within [*] days
                  after filing; or

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            (6)   there shall have been issued a warrant of attachment,
                  execution, distraint or similar process against any
                  substantial part of the property of Memory and such event
                  shall have continued for a period of [*] days undismissed, not
                  bonded in a manner reasonably satisfactory to Amgen or
                  undischarged.

1.9   "CHANGE OF CONTROL RIGHTS" means [*].

1.10  "COLLABORATION COMPOUND" means a PDE10 inhibitor or modulator (a) for
      which Amgen during the Agreement Term has rights, whether by reason of its
      own conception of such inhibitor or modulator or under agreement with a
      Third Party, (b) was identified or confirmed as a PDE10 inhibitor or
      modulator through the use of the Memory Screening Technology, and (c)
      subject to Section 7.3(a), with respect to which the initial IND for the
      inhibitor or modulator has been filed within [*] years after the Effective
      Date by Amgen or its Affiliate.

1.11  "COLLABORATION TECHNOLOGY" means all Know-How generated in the conduct of
      the Research Collaboration by Amgen and Memory jointly or solely by
      Memory, as well as all Know-How, inventions, and/or intellectual property
      rights created, developed or generated by Memory or its Affiliates with
      respect to any PDE10 inhibitors or modulators in violation of Section 2.5.

1.12  "COMPOSITION OF MATTER CLAIM" means, for a given Product in a given
      country of the Territory, a Valid Claim of a Memory Patent Right or a
      Joint Patent Right that Covers the composition of matter of the PDE10
      inhibitor or modulator per se that is included in such Product, in whole
      or as a component thereof, as an active ingredient of such Product.

1.13  "COMPOUND" means either a Primary Compound or a Secondary Compound.

1.14  "CONTROL" means, with respect to any Know-How, Material or intellectual
      property right (including Patent Rights), possession by a party of the
      ability (whether by ownership, license or otherwise) to grant access, a
      license or a sublicense to such Know-How, Material or intellectual
      property right as provided for in this Agreement without violating the
      terms of any agreement with any Third Party in existence as of the
      Effective Date. With respect to any Know-How, Material or intellectual
      property right (including Patent Rights) to which either party obtains
      rights after the Effective Date, then Control shall include possession by
      such party of the ability (whether by ownership, license or otherwise) to
      grant access, a license or a sublicense to such Know-How, Material or
      intellectual property right as provided for in this Agreement without
      violating the terms of any agreement with any Third Party pursuant to
      which such Know-How, Material or intellectual property rights were
      obtained or developed (PROVIDED, HOWEVER, that with respect to Know-How
      that is obtained or developed outside of the Research Collaboration, then
      Control means possession by such party of the ability (whether by
      ownership, license or otherwise) to grant access, a license or a
      sublicense to such Know-How as provided for in this Agreement without
      violating the terms of any agreement with any Third Party pursuant to
      which such Know-How was obtained or developed or in existence as of the
      date such party obtains such rights).

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1.15  "COVER" (including the variations such as "Covered", "Coverage" or
      "Covering") means that the making, using, offering for sale, selling or
      importing of the product or invention being referenced would infringe a
      Valid Claim of a Patent Right in the absence of a license under such
      Patent Right. Except to the extent set forth in Section 5.2, the
      determination of whether a product or invention is Covered by a particular
      Patent Right shall be made on a country-by-country basis.

1.16  "DEDICATED PERSONNEL" means [*] percent ([*]%) of the Memory personnel who
      performed the Amgen funded FTE activities under the Research Collaboration
      during the [*] immediately preceding the occurrence of the applicable
      Change of Control of Memory (rounded down to the nearest whole number).

1.17  "EUROPE" means the [*].

1.18  "FDA" means the United States Food and Drug Administration, or its foreign
      equivalent.

1.19  "FIELD" means all uses, including prophylaxis, palliative, diagnostic, and
      therapeutic.

1.20  "FTE" means the equivalent of the work of one employee full time for one
      year (consisting of at least a total of [*] weeks or [*] hours per year
      (excluding vacations and holidays) of work on or directly related to the
      Research Collaboration), carried out by a Memory employee or a permitted
      subcontractor. No more than [*] hours per week of overtime shall be
      counted toward the number of hours that are used to calculate the FTE
      contribution. No one person shall be permitted to account for more than
      one FTE.

1.21  "FTE RATE" means [*] Dollars ($[*]) per FTE per year.

1.22  "GENERAL INVENTION" means a Memory Invention that is not specifically
      related to a Compound, a Product or the inhibition or modulation of PDE10.

1.23  "IND" means an Investigational New Drug Application filed with the FDA for
      human clinical testing of a drug.

1.24  "INDUSTRY BUYER" means an entity that, together with its Affiliates, has
      an average annual pharmaceutical and/or biotechnology pre-clinical
      research expenditure of more than [*]. Notwithstanding the foregoing, a
      bona fide venture capital or private equity firm that is not owned or
      controlled by, and does not own or control a significant biotechnology or
      pharmaceutical company shall not be deemed to be an Industry Buyer. For
      the purposes of illustration, the Parties consider the following to not be
      Industry Buyers because they are bona fide venture capital or private
      equity firms that are not owned or controlled by, and do not own or
      control a significant biotechnology or pharmaceutical company: [*]

1.25  "INITIATION OF PHASE 2A CLINICAL TRIAL" means the date that a patient is
      first dosed by or on behalf of Amgen, its Affiliate or sublicensee with a
      Product in a clinical trial on sufficient numbers of patients that is
      designed to establish the safety and efficacy of a drug for its intended
      use, and to define warnings, precautions and adverse reactions that are
      associated with the drug in the dosage range to be prescribed and that
      satisfies the requirements of 21 CFR 312.21(b) (or its successor
      regulation), or its foreign equivalent.

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1.26  "INITIATION OF PHASE 2B CLINICAL TRIAL" means the date that a patient is
      first dosed by or on behalf of Amgen, its Affiliate or sublicensee with a
      Product in a second clinical trial (of such Product) on sufficient numbers
      of patients that is designed to establish the safety and efficacy of a
      drug for its intended use, and to define warnings, precautions and adverse
      reactions that are associated with the drug in the dosage range to be
      prescribed and that satisfies the requirements of 21 CFR 312.21(b) (or its
      successor regulation), or its foreign equivalent. Notwithstanding the
      foregoing, if the first such clinical trial for such Product was
      prematurely terminated or suspended and the parameters of such second
      clinical trial are similar to those of the first such clinical trial of
      such Product, then the date that a patient is first dosed in such second
      clinical trial shall be deemed to be another Initiation of Phase 2a
      Clinical Trial and not an Initiation of Phase 2b Clinical Trial.

1.27  "INITIATION OF PHASE 3 CLINICAL TRIAL" means the date that a patient is
      first dosed by or on behalf of Amgen, its Affiliate or sublicensee with a
      Product in a clinical trial of sufficient numbers of patients that, if the
      defined end-points are met, is intended to be a pivotal trial for
      obtaining Regulatory Approval or otherwise intended to supplement existing
      data on the drug and thereby establish that a drug is sufficiently safe
      and efficacious for its intended use for the purposes of obtaining
      Regulatory Approval, and to provide an adequate basis for defining in
      physician labeling the warnings, precautions and adverse reactions that
      are associated with the drug in the dosage range to be prescribed, and
      which is intended to support Regulatory Approval of such drug in the
      United States, European Union or any country in the European Union and
      that satisfies the requirements of 21 CFR 312.21(c), or its successor
      regulation, or an equivalent foreign clinical trial.

1.28  "INVENTION" means an invention, including any Compound, that is made in
      the conduct of the Research Collaboration.

1.29  "JOINT COMPOUND" means any PDE10 inhibitor or modulator which is Covered
      by a Composition of Matter Claim under a Joint Patent Right.

1.30  "JOINT INVENTION" means an Invention having at least one co-inventor who
      is an employee, consultant or agent of Amgen and/or its Affiliates, and at
      least one co-inventor who is an employee, consultant or agent of Memory
      and/or its Affiliates, as inventorship is determined under U.S. patent
      law.

1.31  "JOINT PATENT RIGHTS" means patent claims (and the Patent Rights in which
      those claims are contained), which if issued would, or as issued do, Cover
      a Joint Invention and, under US patent law, require the naming of at least
      one co-inventor who is an employee, consultant or agent of Amgen and/or
      its Affiliates, and at least one co-inventor who is an employee,
      consultant or agent of Memory and/or its Affiliates.

1.32  "JRC" means that committee organized and operating as provided in Article
      7.

1.33  "KNOW-HOW" means data, know-how, trade secrets, methods, knowledge and
      information, including materials, samples, chemical manufacturing data,
      toxicological data, pharmacological data, preclinical data, assays,
      platforms, formulations, specifications, quality control testing data,
      that are necessary or useful for the research,

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      discovery, manufacture, development or commercialization of any Product in
      the Territory.

1.34  "LAUNCH" means, with respect to a Product in a country of the Territory,
      the date of the first commercial sale by or on behalf of Amgen, its
      Affiliate or its sublicensee of the given Product in the given country
      after Regulatory Approval (if required) in such country.

1.35  "LEAD COMPOUND(S)" shall mean the Compound which, prior to the events
      triggering the provisions of Section 12.5(a), has [*] (unless another
      Memory Compound or Joint Compound that has reached IND enabling toxicology
      studies is selected in writing by Memory as a lead compound), together
      with a [*] Compound which other than the aforementioned Compound has [*]
      (unless another Memory Compound or Joint Compound that has reached IND
      enabling toxicology studies is selected in writing by Memory as a back-up
      compound).

1.36  "MAJOR MARKET COUNTRIES" means the [*].

1.37  "MATERIALS" means certain biological materials or chemical compounds
      including assays, Compounds, screens, knock-out mice and other animal
      models, cell lines, cells, nucleic acids, receptors and reagents
      Controlled by the supplying Party. "Materials" shall be deemed to include
      the materials listed on Schedules 1.42, 1.60, and 1.65 each as attached
      hereto, which Memory will provide to Amgen pursuant to Section 7.1(c) of
      this Agreement.

1.38  "MEMORY COMPOUND" means any PDE10 inhibitor or modulator for which Memory
      during the Agreement Term has rights, whether by reason of its own
      conception of such inhibitor or modulator or under agreement with a Third
      Party, which is Covered by a Valid Claim of a Memory Patent Right.

1.39  "MEMORY INVENTION" means an Invention having as inventors employees,
      consultants or agents of Memory or its Affiliates, but not employees,
      consultants or agents of Amgen or its Affiliates, as determined under US
      patent law.

1.40  "MEMORY KNOW-HOW" means all Know-How that Memory owns, or otherwise is
      Controlled by Memory, during the Agreement Term.

1.41  "MEMORY PATENT RIGHTS" means all Patent Rights that Memory owns, or
      otherwise are Controlled by Memory, during the Agreement Term, excluding
      any Joint Patent Rights. Schedule 1.41 lists all Memory Patent Rights that
      claim compounds that inhibit or modulate PDE10 as of the date hereof
      ("BASE PATENTS").

1.42  "MEMORY SCREENING TECHNOLOGY" means all of the screens and counterscreens
      for the PDE10 program [*] Controlled by Memory during the Agreement Term.
      To each parties knowledge, as of the Effective Date, Schedule 1.42 sets
      forth all Memory Screening Technology then in existence.

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1.43  "MEMORY TECHNOLOGY" means the Memory Compounds, the Memory Screening
      Technology and in addition to the foregoing the reagents, protocols and
      documentation necessary and/or useful for Amgen to perform Memory's PDE10
      assay(s), Controlled by Memory during the Agreement Term, including in
      vitro and in vivo behavioral and other assays, as well as all Know-How,
      Materials and documentation Controlled by Memory relating to PDE10.

1.44  "NDA" means a New Drug Application, or its foreign equivalent, filed with
      the FDA for a drug.

1.45  "NET SALES" means, with respect to a certain time period, the gross
      invoiced sales prices charged for all Products sold by or for Amgen, its
      Affiliates and sublicensees in arms length transactions to Third Parties
      (but not including sales relating to transactions between Amgen, its
      Affiliates, and/or their respective sublicensees) during such time period,
      less the total of the following estimated and/or incurred charges or
      expenses to the extent attributable to the sale of the Product: [*].

      All of the sales, and deductions taken above, shall be determined in
      accordance with GAAP. [*]. For the purposes of this Agreement, "GAAP"
      means generally accepted accounting principles.

      Any disposal of Products for, or use of Products in, clinical or
      pre-clinical trials, given as free samples in accordance with applicable
      law, or distributed at no charge to patients unable to purchase Product
      shall not be included in Net Sales.

      Where a Product is sold together with other pharmaceutical products
      (excluding devices used for using or administering the Product excluded
      from Net Sales above) for a single price (whether sold together in the
      same package, or merely price bundled) then for the purposes of
      calculating the Net Sales for the Products under this Agreement, the
      Product shall be deemed to be sold for an amount equal to the following:

                        (X divided by Y) multiplied by Z

      where X is the average sales price during the applicable reporting period
      generally achieved for the Product in the country in which such sale or
      other disposal occurred when such Product is sold alone and not with other
      pharmaceutical products; Y is the sum of the average sales price during
      the applicable reporting period generally achieved in that country when
      sold alone by each product (including the Product) included in the bundle
      of pharmaceutical products that is sold for the single price; and Z equals
      the single price at which the bundle of pharmaceutical products
      represented in Y was actually sold. In the event one or more of the
      products in the bundled product are not sold separately, the parties shall
      confer in good faith to determine a fair market price that shall be
      equitable for the value of the Product within the bundled product.

1.46  "PARTY" means Amgen or Memory. "PARTIES" means Amgen and Memory.

1.47  "PATENT RIGHT" means all rights under (a) any patent or patent application
      in any country of the Territory, (b) all patent applications filed in any
      jurisdiction corresponding to or

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      claiming priority from the patents and/or patent applications referred to
      in the foregoing clause (a); (c) all divisionals, continuations and
      continuations-in-part of the patent applications referred to in the
      foregoing clauses (a) and (b); (d) all patents issuing from the patent
      applications referred to in the foregoing clauses (a), (b) and (c); and
      (e) all reissues, re-examination certificates, registrations,
      confirmations, extensions, substitutions, renewals and supplementary
      protection certificates of the patent and/or patent applications referred
      to in the foregoing clauses (a), (b), (c) and (d).

1.48  "PDE10" means any biological molecule that is a member of the family of
      [*] generally known as PDE10, [*], PDE10A (amino acid sequences of which
      are attached hereto as Schedule 1.48), and any and all of the following
      biological molecules related to PDE10: [*]

1.49  "PERSON" means any individual, corporation (including any non-profit
      corporation), general partnership, limited partnership, limited liability
      partnership, joint venture, estate, trust, company (including any limited
      liability company or joint stock company), firm or other enterprise,
      association, organization, entity or governmental entity.

1.50  "PRIMARY COMPOUND" means a Memory Compound, a Joint Compound or a
      Collaboration Compound.

1.51  "PRIMARY PRODUCT" means a product that includes, in whole or as a
      component thereof, a Primary Compound.

1.52  "PRODUCT" means any Primary Product or Secondary Product.

1.53  [*]

1.54  "REGULATORY APPROVAL" means any approvals (including pricing and
      reimbursement approvals), licenses, registrations or authorizations of any
      national or international or local regulatory agency, department, bureau
      or other governmental entity, necessary for the manufacture and sale of a
      Product in the Field in a regulatory jurisdiction in the Territory by
      Amgen, its Affiliate or sublicensee.

1.55  "REINSTATABLE RIGHTS" means [*].

1.56  "RESEARCH COLLABORATION" means the collaborative non-clinical research
      program between the Parties relating to PDE10 inhibitors and modulators,
      as more fully described in the Research Workplan.

1.57  "RESEARCH WORKPLAN" means the plan of non-clinical research activities
      attached as Schedule 1.57, as it may be amended in writing from time to
      time.

1.58  "RESEARCH TERM" shall have the meaning provided in Section 7.1(b)(iii).

1.59  "ROYALTY TERM" means with respect to (i) a given Primary Product in a
      given country the period of time commencing on Launch in such country and
      continuing until the later of (a) expiration of the last to expire of a
      Memory Patent Right or Composition of Matter

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      Claim Covering such Product in such country or (b) ten (10) years from the
      Launch of such Product in such country, and (ii) a given Secondary Product
      in a given country the period of time commencing on Launch in such country
      and continuing until ten (10) years from the Launch of such Product in
      such country. Notwithstanding the foregoing, with respect to any given
      Product that becomes a Primary Product in a given country subsequent to
      Launch in such country, the Royalty Term shall expire in such country upon
      the later of (x) expiration of the last to expire of a Memory Patent Right
      or Composition of Matter Claim Covering such Product in such country or
      (y) ten (10) years from the Launch of such Product in such country. The
      Launch within any country in the European Union shall be deemed the date
      of Launch for all countries in the European Union.

1.60  "SECONDARY COMPOUND" means (i) a PDE10 inhibitor or modulator, other than
      a Primary Compound, (a) for which Amgen during the Agreement Term has
      rights, whether by reason of its own conception of such inhibitor or
      modulator, or under agreement with a Third Party, (b) was identified or
      confirmed as a PDE10 inhibitor or modulator through the use of the Memory
      Screening Technology, and (c) subject to Section 7.3(a), with respect to
      which the initial IND for the inhibitor or modulator has not been filed
      within [*] after the Effective Date by Amgen or its Affiliate, or (ii) [*]
      or as identified by Memory on Schedule 1.60 attached hereto.

1.61  "SECONDARY PRODUCT" means a product that includes, in whole or as a
      component thereof, a Secondary Compound; PROVIDED, HOWEVER, that if a
      Product includes in whole or as a component thereof, a Primary Compound
      then such Product shall be deemed a Primary Product. No Product shall be
      deemed both a Primary Product and a Secondary Product concurrently.

1.62  "TERRITORY" means all countries and territories in the world.

1.63  "THIRD PARTY" means a person or entity other than (i) Memory or any of its
      Affiliates, or (ii) Amgen or any of its Affiliates.

1.64  "THIRD PARTY ACQUIRER" means a Third Party that obtains ownership or
      control of (whether directly or indirectly) or otherwise acquires all or
      substantially all of the business or assets of Memory in connection with a
      Change of Control of Memory, whether in one transaction or a series of
      transactions.

1.65  "TRIGGERING EVENT" means a [*] determination by [*] resulting from the
      performance of the research set forth in Schedule 1.65-A attached hereto
      that [*] and that such [*] the central nervous system effects described
      in Schedule 1.65-B.

1.66  "US" means the United States of America and its possessions and
      territories, including Puerto Rico.

1.67  "VALID CLAIM" means a claim [*].

                            ARTICLE 2. LICENSE GRANTS

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

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2.1   License Grants. Subject to the terms and conditions of this Agreement,
      Memory grants to Amgen the sole and exclusive license, including the right
      to grant sublicenses pursuant to Section 2.2, under the Memory Patent
      Rights, the Memory Know-How, the Memory Inventions and Memory Technology
      to perform Amgen's responsibilities under the Research Collaboration and
      to research, develop, make, have made, use, offer for sale, sell, have
      sold, import, export or otherwise exploit, or transfer possession of or
      title in, Compounds and Products in the Territory for use in the Field.

      Subject to the terms and conditions of this Agreement, Memory grants to
      Amgen the sole and exclusive license, including the right to grant
      sublicenses pursuant to Section 2.2, under its joint interest in Joint
      Patent Rights (other than with respect to General Inventions) to perform
      Amgen's responsibilities under the Research Collaboration and to research,
      develop, make, have made, use, offer for sale, sell, have sold, import,
      export or otherwise exploit, or transfer possession of or title in,
      Compounds and Products in the Territory for use in the Field.

      Subject to the terms and conditions of this Agreement, Memory grants to
      Amgen the sole and exclusive license, including the right to grant
      sublicenses pursuant to Section 2.2, under its joint interest in
      Collaboration Technology to research, develop, make, have made, use, offer
      for sale, sell, have sold, import, export or otherwise exploit, or
      transfer possession of or title in, products solely to the extent related
      to PDE10; PROVIDED, HOWEVER, that Memory and Amgen shall each have the
      non-exclusive right (including the right to grant sublicenses) under the
      Collaboration Technology to research, develop, make, have made, use, offer
      for sale, sell, have sold, import, export or otherwise exploit, or
      transfer possession of or title in, products except solely to the extent
      related to PDE10.

      During the Agreement Term, subject to the terms and conditions of this
      Agreement, Memory grants to Amgen a worldwide, fully paid-up,
      royalty-free, non-exclusive license, including the unrestricted right to
      grant sublicenses, under the Memory Inventions, and all intellectual
      property rights to the extent relating thereto, for any and all purposes.
      Upon expiration or termination of this Agreement, subject to the terms and
      conditions of this Agreement (including Section 12.1), Memory grants to
      Amgen and its Affiliates a worldwide, fully paid-up, royalty-free,
      non-exclusive license, with no right to grant sublicenses or assign such
      license, under the Memory Inventions to the extent relating to Memory
      compounds consisting of PDE10 inhibitors or modulators, including Memory
      Compounds and all intellectual property rights to the extent relating
      thereto solely for internal research purposes (the "RESEARCH LICENSE"),
      and Memory grants to Amgen and its Affiliates a worldwide, fully paid-up,
      royalty-free, non-exclusive license, including the unrestricted right to
      grant sublicenses, under any other Memory Invention (including General
      Inventions), and all intellectual property rights to the extent relating
      thereto, for any and all purposes.

      Amgen's right to use Memory's pre-existing technology and all intellectual
      property rights relating thereto pursuant to the licenses granted under
      this Section 2.1 shall be limited solely to Amgen's and its Affiliates'
      and sublicensees' use in connection with activities under this Agreement
      related to PDE10. Pursuant to the licenses granted under this Section 2.1,
      Amgen shall have exclusive rights to all technology and all intellectual

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       11
<PAGE>

      property rights to the extent relating thereto developed solely or jointly
      by Memory during the Research Collaboration for use solely in connection
      with activities under this Agreement related to PDE10, including Memory
      Inventions and Collaboration Technology, and non-exclusive rights relating
      thereto for activities unrelated to PDE10. Further, nothing in this
      Agreement shall limit the right of Memory to use Memory Know-How
      (including the Memory Screening Technology, but excluding Memory
      Inventions pursuant to which Amgen has been granted an exclusive license
      under the first paragraph of this Section 2.1) for any purpose except
      solely to the extent related to researching, developing, making, having
      made, using, offering for sale, selling, having sold, importing, exporting
      or otherwise exploiting, or transferring possession of or title in,
      Compounds and Products in the Territory for use in the Field.

2.2   Sublicense Rights. Except with respect to the Research License, the rights
      and licenses granted to Amgen under Section 2.1 shall include the
      unrestricted right to grant sublicenses to its Affiliates and Third
      Parties under such rights and licenses, in whole or in part. Amgen assumes
      full responsibility for the performance of all obligations and observance
      of all terms of this Agreement imposed on such Affiliate or Third Party
      sublicensee and will itself account to Memory for all payments due under
      this Agreement by reason of such sublicensee's activities.

      Upon the licenses granted herein to Amgen becoming fully paid up pursuant
      to Section 12.1, any and all sublicenses granted by Amgen similarly shall
      become fully paid up as to Memory.

2.3   Products Containing Amgen Compounds. Memory acknowledges that prior to the
      Effective Date Amgen has or, during the Agreement Term Amgen may have,
      rights in or to Amgen Compounds. For the purposes of this Agreement,
      "AMGEN COMPOUND" means a PDE10 inhibitor or modulator, other than a
      Primary Compound or Secondary Compound, (a) for which Amgen during the
      Agreement Term has rights, whether by reason of its own conception of such
      inhibitor or modulator, or under agreement with a Third Party, and (b) was
      not identified or confirmed as a PDE10 inhibitor or modulator through the
      use of the Memory Screening Technology.

      All rights in and to any Amgen Compound shall remain solely owned by
      Amgen, and Memory shall have no rights, and Amgen shall have no
      obligations, financial or otherwise, to Memory, under this Agreement with
      respect to any Amgen Compound.

2.4   No Implied License. No rights or licenses with respect to any intellectual
      property owned or Controlled by either party are granted or shall be
      deemed granted hereunder or in connection herewith, other than those
      rights or licenses expressly granted in this Agreement.

2.5   Exclusivity. Notwithstanding anything to the contrary in this Agreement,
      during the Agreement Term, Memory and its Affiliates will not, internally
      (other than in performance of the Research Workplan) or in conjunction
      with a Third Party, conduct, effect, participate in or cause, or advise,
      assist or encourage any Third Party (including, without limitation,
      through the transfer of information, materials or technology) to

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       12
<PAGE>

      conduct, effect, participate in or cause, in any way, directly or
      indirectly, any activities related to PDE10 inhibitors or modulators;
      PROVIDED, HOWEVER, that nothing contained herein shall prohibit any
      activity with respect to inhibitors or modulators of phosphodiesterases
      other than those that inhibit or modulate PDE10. For the purposes of this
      Section 2.5, Affiliates shall [*].

2.6   Registration. The Parties shall execute the short-form of license attached
      hereto as Schedule 2.6 concurrently with this Agreement. From time to time
      after the Effective Date, upon request by Amgen, Memory agrees to execute
      such similar short-forms of license to evidence the license of rights
      granted to Amgen by this Agreement. Amgen shall have the right to record
      such short-forms of license in the United States Patent and Trademark
      Office, the corresponding offices outside the United States, and/or with
      other appropriate governmental agencies. Amgen shall provide Memory with
      prompt written notice of any such recordation, including a copy of all
      papers recorded. Upon termination of the Agreement in its entirety for any
      reason, Amgen at its sole cost and expense shall promptly execute and
      deliver to Memory, or cause to be filed with the United States Patent and
      Trademark Office, the corresponding offices outside the United States,
      and/or with other appropriate governmental agencies, appropriate
      terminations of such short-forms of license.

                              ARTICLE 3. DILIGENCE

3.1   Amgen's Diligence. Amgen shall use reasonable diligence in proceeding with
      the research, development (including obtaining required Regulatory
      Approvals), manufacturing, marketing and sale of Products in the Major
      Market Countries.

      Reasonable diligence as used in this Agreement shall mean the same
      standard of effort as used by Amgen, or in any case not less than common
      in the industry taken as a whole, in the research, development, clinical
      testing, manufacturing, marketing and sale of a product of similar
      profile, market potential and at a similar stage in its product life as
      that of the applicable Product, taking into account safety, efficacy,
      competition, the patent and other proprietary position of the Product, the
      likelihood of Regulatory Approval given the regulatory structure involved,
      the profitability of the Product including the royalties payable to
      licensors of patent rights, alternative products and product candidates
      and other relevant factors, including scientific, business and marketing
      and return on investment considerations. The Parties also acknowledge
      that, even within the Major Market Countries, Amgen (and its Affiliates)
      does not always seek to market its own products in every such country or
      seek to obtain regulatory approval in every such country or for every
      potential indication or seek to obtain regulatory approvals in different
      countries concurrently. As a result, reasonable diligence shall be
      determined by judging Amgen's efforts taken as a whole in the following
      regions on a region-by-region basis (the regions being [*]) (taking into
      account factors including pricing strategy, applicable law and regulation
      and the availability and strength of protection for intellectual property
      and proprietary rights), and it is anticipated that the level of effort
      will change over time, reflecting changes in the status of the Product and
      the market and/or region involved and based upon changing scientific,
      business, marketing, return on investment and other considerations.
      Additionally, the Parties acknowledge that prior to Initiation of Phase 3

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       13
<PAGE>

      Clinical Trial conducted to support Regulatory Approval of a Product in
      the [*], Amgen shall have no diligence obligations under this Section 3.1
      with respect to [*].

3.2   Memory's Diligence. Memory shall use reasonable diligence, and shall
      commit the personnel, facilities and resources, to perform its obligations
      under the Research Workplan. Memory will conduct its activities under the
      Research Collaboration in good scientific manner, using qualified
      personnel, and in material compliance with applicable laws and
      regulations. Memory will prepare and maintain complete and accurate
      written records relating to its activities under the Research
      Collaboration consistent with industry standards including, for purposes
      of patent and regulatory matters, prompt, but in no event less than daily,
      signing and corroboration of laboratory notebooks and conception
      documents. Amgen shall have the right to use such source data to support
      submissions to regulatory agencies and the filing, prosecution,
      maintenance, defense and enforcement of Joint Patent Rights and for such
      other purposes as reasonably necessary in pursuit of performing Amgen's
      responsibilities under the Research Collaboration and researching,
      developing, making, having made, using, offering for sale, selling, having
      sold, importing, exporting or otherwise exploiting, or transferring
      possession of or title in, Compounds and Products in the Territory for use
      in the Field. Memory shall maintain such records for the later of (a) the
      Agreement Term or (b) five (5) years following the expiration or
      termination of the Research Collaboration. Upon Amgen's written request
      and within fifteen (15) business days after such request, Memory shall
      make available for inspection by the Amgen Audit Representative (as that
      term is defined in Section 7.3 hereof) the records of Memory (including
      source data such as laboratory notebook records) regarding the activities
      conducted and results achieved under the Research Collaboration, including
      all records related to Collaboration Technology and Inventions, at any
      reasonable time during Memory's regular working hours, and copies of all
      or any part of such data and records (whether in tangible or electronic
      form) shall be furnished to the Amgen Audit Representative upon request,
      provided that the Amgen Audit Representative shall execute a
      confidentiality agreement of the type described in Section 7.3 prior to
      the Amgen Audit Representative exercising any such rights. The rights and
      obligations contained in the preceding sentence shall survive for the
      later of (a) the Agreement Term or (b) five (5) years after the expiration
      or termination of the Research Collaboration.

3.3   Use of Memory Screening Technology. After the occurrence of the Triggering
      Event, Amgen shall [*] the Memory Screening Technology with respect to its
      use in the Research Collaboration, [*].

                          ARTICLE 4. PAYMENTS TO MEMORY

4.1   Up-Front Payment. Subject to Section 12.2, Amgen shall pay Memory an
      up-front payment of five million dollars ($5,000,000), which shall be
      non-refundable and non-creditable. Payment for such up-front fee shall be
      made within thirty (30) days following the Effective Date.

4.2      Triggering Event. Upon the occurrence of the Triggering Event, Amgen
         shall pay Memory a payment of [*] dollars ($[*]), which shall be
         non-refundable and non-

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       14
<PAGE>

      creditable. Upon the occurrence of the Triggering Event, Amgen shall
      notify Memory of such occurrence, and Memory will invoice Amgen for such
      payment. Such payment shall be due and payable by Amgen within [*] days
      after receipt of the applicable invoice from Memory. Amgen shall use
      reasonable diligence to cause the Triggering Event to occur as soon as
      reasonably practicable. If, within [*] days from the date hereof, the
      Triggering Event has not occurred, Memory shall have the right, at
      Memory's expense, to, and/or the right to cause a Third Party to, [*]. The
      Triggering Event shall only be deemed to have occurred if [*] results in
      the occurrence of the Triggering Event. The Parties confirm that the
      absence of the Triggering Event shall not eliminate, reduce or otherwise
      modify any obligation to make any milestone payments or royalty payments
      hereunder (other than the payment provided for in this Section 4.2).

4.3   Milestone Payments. (a) Amgen shall pay to Memory each of the following
      applicable one-time milestone payments following achievement of the
      corresponding milestone event by Amgen, its Affiliates or sublicensees,
      and all such payments shall be nonrefundable and non-creditable, except to
      the extent expressly set forth in this Section 4.3 or Section 6.5.

<TABLE>
<CAPTION>
                            MILESTONE PAYMENT    MILESTONE PAYMENT
      MILESTONE EVENT       (PRIMARY PRODUCT)   (SECONDARY PRODUCT)
-------------------------   -----------------   -------------------
<S>                         <C>                 <C>
[*]                               US$[*]               US$[*]

[*]                               US$[*]               US$[*]

[*]                               US$[*]               US$[*]

[*]                               US$[*]               US$[*]

[*]                               US$[*]               US$[*]

[*]                               US$[*]               US$[*]

[*]                               US$[*]               US$[*]

[*]                               US$[*]               US$[*]

TOTAL                             US$[*]               US$[*]
</TABLE>

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       15

<PAGE>

(b)   Notwithstanding Section 4.3(a) but subject to Section 4.3(g) and Section
      5.9, in the event that either:

      (i)   a Primary Product has a black box warning, in the US or the European
            Union, in its label at time of Launch in the US or the European
            Union, respectively, or receives one during its first [*] after
            Launch in the US or the European Union, respectively;

      (ii)  a "Dear Doctor" letter is issued in the US or the European Union,
            respectively, in relation to such Primary Product during such
            period;

      (iii) a Primary Product is not the first or second PDE10 inhibitor or
            modulator (excluding any Secondary Product) having regulatory
            approval for the treatment of [*] in the US or the European Union,
            respectively; or

      (iv)  a third PDE10 inhibitor or modulator (excluding any Product) having
            regulatory approval for the treatment of [*] launches in the US or
            the European Union, respectively, during the [*] period following
            the Launch of the Primary Product in the US or the European Union,
            respectively,

      then with respect to any such event in the US the milestone payment
      payable for such Primary Product upon approval of an NDA for such Primary
      Product in the US shall be reduced to $[*] (PROVIDED, HOWEVER, that, if
      such event occurs with respect to the US within [*] after Launch in the US
      then Amgen shall be entitled to deduct $[*] from subsequent payments of
      royalties to Memory), and with respect to any such event in the European
      Union the milestone payment payable for such Primary Product upon approval
      of an NDA for such Primary Product in the European Union shall be reduced
      to $[*] (PROVIDED, HOWEVER, that, if such event occurs with respect to the
      European Union within [*] after Launch in the European Union then Amgen
      shall be entitled to deduct $[*] from subsequent payments of royalties to
      Memory).

(c)   Notwithstanding Section 4.3(a) but subject to Section 4.3(g) and Section
      5.9, in the event that either:

      (i)   a Secondary Product has a black box warning, in the US or the
            European Union, in its label at time of Launch in the US or the
            European Union, respectively, or receives one during its first [*]
            after Launch in the US or the European Union, respectively;

      (ii)  a "Dear Doctor" letter is issued in the US or the European Union,
            respectively, in relation to such Secondary Product during such
            period;

      (iii) a Secondary Product is not the first or second PDE10 inhibitor or
            modulator having regulatory approval for the treatment of [*] in the
            US or the European Union, respectively; or

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       16
<PAGE>

      (iv)  a third PDE10 inhibitor or modulator (excluding any Product) having
            regulatory approval for the treatment of [*] launches in the US or
            the European Union, respectively, during the [*] period following
            the Launch of the Secondary Product in the US or the European Union,
            respectively,

      then with respect to any such event in the US the milestone payment
      payable for such Secondary Product upon approval of an NDA for such
      Secondary Product in the US shall be reduced to $[*] (PROVIDED, HOWEVER,
      that, if such event occurs with respect to the US within [*] after Launch
      in the US then Amgen shall be entitled to deduct $[*] from subsequent
      payments of royalties to Memory), and with respect to any such event in
      the European Union the milestone payment payable for such Secondary
      Product upon approval of an NDA for such Secondary Product in the European
      Union shall be reduced to $[*] (PROVIDED, HOWEVER, that, if such event
      occurs with respect to the European Union within [*] after Launch in the
      European Union then Amgen shall be entitled to deduct $[*] from subsequent
      payments of royalties to Memory).

(d)

      (i)   Upon the occurrence of a milestone event, Amgen shall promptly
            notify Memory of such occurrence, and Memory will invoice Amgen for
            the related payment. Such payment shall be due and payable by Amgen
            within [*] days after receipt of the applicable invoice from Memory.

      (ii)  Notwithstanding Section 4.3(d)(i), except as provided in the next
            sentence, a Product that includes, in whole or as a component
            thereof, a Collaboration Compound shall be presumed to be a
            Secondary Product until such time as it is determined to be a
            Primary Product. An inhibitor or modulator of PDE10 comprising a
            composition of matter claimed in a patent application within a
            Memory Patent Right or a Joint Patent Right shall, prior to Launch,
            be presumed to be a Primary Product.

      (iii) If at the time of Launch no Valid Claim under a Memory Patent Right
            or a Composition of Matter Claim Covers such Product, then, subject
            to Section 5.9, Amgen shall be entitled to deduct from subsequent
            payments of royalties to Memory the difference between the milestone
            payments actually paid for such Product and the milestone payments
            that would have otherwise been paid for such Product, if any, by
            Amgen but for the presumption provided for in Section 4.3(d)(ii).

      (iv)  If a Valid Claim under a Memory Patent Right or a Composition of
            Matter Claim subsequently Covers such Product, then Amgen shall
            promptly reimburse Memory for the amounts deducted pursuant to
            Section 4.3(d)(iii).

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       17
<PAGE>

            (v)   Amgen shall only be obligated to make each milestone payment
                  once, for the first occurrence of a respective event,
                  regardless of how many times the event may be subsequently
                  achieved with one or more Products.

            (vi)  If Amgen's obligation to pay Memory for an occurrence of an
                  event for a Secondary Product arises, and subsequently,
                  Amgen's obligation to pay Memory for an occurrence of a
                  corresponding event for a Primary Product should arise, then
                  Amgen shall be required to pay Memory, promptly after such
                  occurrence of the corresponding event for a Primary Product,
                  an amount equal to the difference between the amount payable
                  for such event for a Primary Product and the amount previously
                  paid for such event as a Secondary Product. Accordingly,
                  should Amgen's obligation to pay Memory for an occurrence of
                  an event for a Primary Product arise, then Amgen's obligation
                  to pay Memory for a corresponding event for a Secondary
                  Product shall expire.

      (e)   In the event that a milestone event relating to clinical development
            is achieved and payment with respect to the previous milestone
            event(s) has not been made by Amgen, then Amgen shall promptly pay
            Memory all such unpaid payments with respect to such previous
            milestone event(s).

      (f)   In no event shall Amgen be obligated to pay to Memory milestone
            payments in excess of $[*] in the aggregate for the achievement of
            all milestone events, regardless of how many times milestone events
            are achieved and regardless of whether they are achieved by Primary
            Products, Secondary Products or both.

      (g)   Notwithstanding the foregoing provisions of this Section 4.3, if
            during any Calendar Year after the Launch of a Product with respect
            to which the milestone payments have been reduced pursuant to
            Section 4.3(b) or (c) hereof the annual worldwide Net Sales of such
            Product exceed US$[*], Amgen shall promptly pay to Memory the amount
            of such reduction in the milestone payments, but in any event within
            [*] days following the end of such Calendar Year.

                              ARTICLE 5. ROYALTIES

5.1   Royalties Payable by Amgen.

      (a)   Primary Products. With respect to each Calendar Year (or portion
            thereof) during the Royalty Term of a Primary Product, Amgen shall
            pay to Memory royalties on total annual Net Sales of such Primary
            Product in such Calendar Year (or portion thereof) by Amgen, its
            Affiliates and its sublicensees, which royalties shall be at the
            following rates:

            (i)   [*] percent ([*]%) of that portion of such total annual Net
                  Sales of such Product that is less than or equal to US$[*];

            (ii)  [*] percent ([*]%) of that portion of such total annual Net
                  Sales of such Product that is greater than US$[*] and less
                  than or equal to US$[*]; and

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       18
<PAGE>

            (iii) [*] percent ([*]%) of that portion of such total annual Net
                  Sales of such Product that is greater than US$[*].

      (b)   Secondary Products. With respect to each Calendar Year (or portion
            thereof) during the Royalty Term of a Secondary Product, Amgen shall
            pay to Memory royalties on total annual Net Sales of such Secondary
            Product in such Calendar Year (or portion thereof) by Amgen, its
            Affiliates and its sublicensees, which royalties shall be at the
            following rates:

            (i)   [*] percent ([*]%) of that portion of such total annual Net
                  Sales of such Product that is less than or equal to US$[*];

            (ii)  [*] percent ([*]%) of that portion of such total annual Net
                  Sales of such Product that is greater than US$[*] and less
                  than or equal to US$[*]; and

            (iii) [*] percent ([*]%) of that portion of such total annual Net
                  Sales of such Product that is greater than US$[*].

      (c)   Subsequent Events. Notwithstanding the foregoing, a Product may
            change from time to time from a Primary Product to a Secondary
            Product and vice versa. Royalties for Primary Products shall be
            payable at the applicable rates set forth in Section 5.1(a) until
            the beginning of the first Calendar Quarter following the Calendar
            Quarter in which such Product has been determined to be a Secondary
            Product at which time royalties for such Product shall be payable at
            the applicable rates set forth in Section 5.1(b), and royalties for
            Secondary Products shall be payable at the applicable rates set
            forth in Section 5.1(b) until the beginning of the first Calendar
            Quarter following the Calendar Quarter in which such Product has
            been determined to be a Primary Product at which time royalties for
            such Product shall be payable at the applicable rates set forth in
            Section 5.1(a).

5.2   Royalty Term; Royalty Rate; Net Sales. Royalties for sales of any Product
      shall be paid for a period equal to the Royalty Term for such Product. If
      a Memory Patent Right or a Joint Patent Right has been found to be
      unpatentable, invalid or unenforceable by a court or other authority of
      competent jurisdiction in the country in which a Patent Right has issued,
      as a result of which Amgen is no longer required to pay royalties for a
      Product in such country, and subsequently such ruling is reversed upon
      appeal and such Patent Right is thereafter not subject to such
      determination of unpatentability, invalidity or unenforceability, then
      [*]. The royalty rates set forth above shall be determined on a
      Product-by-Product basis. [*] Nothing contained in this Section 5.2 shall
      affect the obligations of Amgen under Section 3.1. Additionally, when
      determining annual Net Sales of any given Product, the total annual Net
      Sales of such Product shall be the total annual Net Sales of such Product
      in all countries in which the Royalty Term is in effect for such Product
      (and shall only include sales made while such Royalty Term is in effect).

5.3      Third Party Licenses. If Amgen reasonably determines, in its reasonable
         discretion, that in order to avoid the potential infringement of the
         patent or know-how rights of a Third

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       19
<PAGE>

      Party or Third Parties one or more licenses to access such intellectual
      property rights of a Third Party or Third Parties are required for Amgen,
      its Affiliates and/or its sublicensees to research, develop, make, have
      made, use, import, offer to sell and/or sell, export or otherwise exploit,
      or transfer physical possession of or title in a Product ("THIRD PARTY
      LICENSE(s)"), then [*] of any compensation (including, without limitation,
      up-front payments, milestones and royalties) actually paid by Amgen, its
      Affiliates and/or sublicensees with respect to such Product under any such
      Third Party License(s) entered into by Amgen, its Affiliates or
      sublicensees shall be creditable against the royalty payments to be paid
      to Memory by Amgen hereunder with respect to the sale of such Product;
      PROVIDED, HOWEVER, that the royalty rates due to Memory under Section
      5.1(a) in any given Calendar Year will not be reduced to less than [*];
      FURTHER PROVIDED, HOWEVER, that the royalty rates due to Memory under
      Section 5.1(b) in any given Calendar Year will not be reduced to less than
      [*].

5.4   Cumulative Royalties. The obligation under Section 5.1 to pay royalties on
      the Net Sales of a Product shall be imposed only once with respect to the
      same unit of said Product.

5.5   No Other Compensation. Other than as explicitly set forth (and as
      applicable) in this Article 5, and in Article 4 and Section 7.3, Amgen
      shall not be obligated to pay any additional fees, milestone payments,
      royalties or any other compensation to Memory under this Agreement.

5.6   Cross License. In the event that Amgen, in its sole business judgment,
      shall determine it is reasonably necessary to grant a sublicense, or a
      covenant not to sue, under Memory Patent Rights claiming a Product or
      method of using a Product, to any Third Party in a country in order for
      Amgen to obtain the right to make, have made, use, sell, lease, offer to
      sell or lease, or import, export or otherwise exploit, transfer physical
      possession of or otherwise transfer title in such Product in the Field in
      any case where any one or more such activities by Amgen, its Affiliates or
      sublicensees otherwise may infringe the intellectual property rights of
      such Third Party, and wherein no compensation or consideration other than
      the cross-licenses is exchanged between Amgen and such Third Party as a
      result thereof, Amgen shall have the right to grant such sublicense or
      covenant not to sue to such Third Party solely in connection with the
      manufacture, use, sale or other commercialization of an inhibitor or
      modulator of PDE10. For purposes of this Section 5.6, the determination of
      Net Sales of Products for purposes of calculating the royalties payable by
      Amgen to Memory under Section 5.1 shall not include sales of such
      inhibitor or modulator of PDE10 by or on behalf of such Third Party (or
      its Affiliates or sublicensees) receiving such sublicense or covenant not
      to sue.

5.7   Adjustments Related to Third Party Competition.

      (a)   For a given Primary Product in a given Calendar Quarter, if, in
            addition to such Primary Product, there are [*] PDE10 inhibitors or
            modulators (excluding any Product) having regulatory approval for
            the treatment of [*] in the US, then Amgen shall have the right to
            reduce for the entire Territory the applicable royalty rate provided
            for under Section 5.1(a) to [*] percent ([*]%) of the applicable Net
            Sales in clause (i), [*] percent ([*]%) of the applicable Net

                    [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       20
<PAGE>

            Sales in clause (ii), and [*] percent ([*]%) of the applicable Net
            Sales in clause (iii).

      (b)   Additionally, so long as there are [*] PDE10 inhibitors or
            modulators (excluding any Product) having regulatory approval for
            the treatment of [*] in the US, the minimum royalty rates provided
            for under Section 5.3 due to Memory for royalties payable under
            Section 5.1(a) in any given Calendar Year may be further reduced by
            Amgen to not less than [*] percent ([*]%) of the applicable annual
            Net Sales in clause (i), [*] percent ([*]%) of the applicable annual
            Net Sales in clause (ii), and [*] percent ([*]%) of the applicable
            annual Net Sales in clause (iii).

      (c)   For a given Secondary Product in a given Calendar Quarter, if, in
            addition to such Secondary Product, there are [*] PDE10 inhibitors
            or modulators (excluding any Product) having regulatory approval for
            the treatment of [*] in the US, then Amgen shall have the right to
            reduce for the entire Territory the applicable royalty rate provided
            for under Section 5.1(b) to [*] percent ([*]%) of the applicable Net
            Sales in clause (i), [*] percent ([*]%) of the applicable Net Sales
            in clause (ii), and [*] percent ([*]%) of the applicable Net Sales
            in clause (iii).

      (d)   Additionally, so long as there are [*] PDE10 inhibitors or
            modulators (excluding any Product) having regulatory approval for
            the treatment of [*] in the US, the minimum royalty rates provided
            for under Section 5.3 due to Memory for royalties payable under
            Section 5.1(b) in any given Calendar Year may be further reduced by
            Amgen to not less than [*] percent ([*]%) of the applicable annual
            Net Sales in clause (i), [*] percent ([*]%) of the applicable annual
            Net Sales in clause (ii), and [*] percent ([*]%) of the applicable
            annual Net Sales in clause (iii).

      (e)   Notwithstanding the foregoing provisions of this Section 5.7, if
            during any Calendar Year after the Launch of a Product, the annual
            worldwide Net Sales of such Product exceed US$[*], the reductions
            provided for in this Section 5.7 as to such Product shall terminate
            for the Calendar Year in which such Net Sales amount is achieved and
            all future Calendar Years.

5.8   Adjustments Related to Black Box Label and "Dear Doctor" letters.

      (a)   For a given Primary Product in a given Calendar Quarter in which
            there is a black box warning in the US as referred to in clause (1)
            below or a "Dear Doctor" letter in the US as referred to in clause
            (2) below (and for every Calendar Quarter thereafter until and
            unless such black box warning or "Dear Doctor" letter is removed or
            withdrawn), if, (1) in the US the Primary Product has a black box
            warning in its label or (2) there should be any "Dear Doctor"
            letters issued in the US regarding such Primary Product, Amgen shall
            have the right to reduce for the entire Territory the applicable
            royalty rate provided for under Section 5.1(a) to [*] percent ([*]%)
            of the applicable Net Sales in clause (i), [*] percent ([*]%) of the
            applicable Net Sales in clause (ii), and [*] percent ([*]%) of the
            applicable Net Sales in clause (iii).

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

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<PAGE>

      (b)   Additionally, during the continuance of a black box warning in the
            US or a "Dear Doctor" letter in the US, the minimum royalty rates
            provided for under Section 5.3 due to Memory for royalties payable
            under Section 5.1(a) in any given Calendar Year may be further
            reduced by Amgen to not less than [*] percent ([*]%) of the
            applicable annual Net Sales in clause (i), [*] percent ([*]%) of the
            applicable annual Net Sales in clause (ii), and [*] percent ([*]%)
            of the applicable annual Net Sales in clause (iii).

      (c)   For a given Secondary Product in a given Calendar Quarter in which
            there is a black box warning in the US as referred to in clause (1)
            below or a "Dear Doctor" letter in the US as referred to in clause
            (2) below (and for every Calendar Quarter thereafter until and
            unless such black box warning or "Dear Doctor" letter is removed or
            withdrawn), if, (1) in the US the Secondary Product has a black box
            warning in its label or (2) there should be any "Dear Doctor"
            letters issued in the US regarding such Secondary Product, Amgen
            shall have the right to reduce for the entire Territory the
            applicable royalty rate provided for under Section 5.1(b) to [*]
            percent ([*]%) of the applicable Net Sales in clause (i), [*]
            percent ([*]%) of the applicable Net Sales in clause (ii), and [*]
            percent ([*]%) of the applicable Net Sales in clause (iii).

      (d)   Additionally, during the continuance of a black box warning in the
            US or a "Dear Doctor" letter in the US, the minimum royalty rates
            provided for under Section 5.3 due to Memory for royalties payable
            under Section 5.1(b) in any given Calendar Year may be further
            reduced by Amgen to not less than [*] percent ([*]%) of the
            applicable annual Net Sales in clause (i), [*] percent ([*]%) of the
            applicable annual Net Sales in clause (ii), and [*] percent ([*]%)
            of the applicable annual Net Sales in clause (iii).

      (e)   Notwithstanding the foregoing provisions of this Section 5.8, if
            during any Calendar Year after the Launch of a Product, the annual
            worldwide Net Sales of such Product exceed US$[*], the reductions
            provided for in this Section 5.8 as to such Product shall terminate
            for the Calendar Year in which such Net Sales amount is achieved and
            all future Calendar Years.

5.9   Maximum Aggregate Deductions. Notwithstanding the preceding provisions of
      this Article 5, and/or any credit or deduction to which Amgen is entitled
      pursuant to Section 4.3 hereof, under no circumstances shall the royalty
      rates provided for in this Agreement, after taking into account all
      possible reductions pursuant to this Article 5 and/or Section 4.3, be less
      than (a) for Primary Products, [*]% of the applicable annual Net Sales in
      clause (i) of Section 5.1(a), [*]% of the applicable annual Net Sales in
      clause (ii) of Section 5.1(a), and [*]% of the applicable annual Net Sales
      in clause (iii) of Section 5.1(a), and (b) for Secondary Products, [*]% of
      the applicable annual Net Sales in clause (i) of Section 5.1(b), [*]% of
      the applicable annual Net Sales in clause (ii) of Section 5.1(b), and [*]%
      of the applicable annual Net Sales in clause (iii) of Section 5.1(b). Any
      remaining credit Amgen is entitled to receive pursuant to Section 4.3
      hereof shall carry forward to the following Calendar Year until such time
      as the remaining credit has been received in full. This Section 5.9 shall
      not limit Amgen's right to off-set against any

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      payments due from Amgen hereunder any credit for overpayment under Section
      6.5 hereof.

                     ARTICLE 6. PAYMENT, REPORTING, AUDITING

6.1   Payment; Reports. Beginning with the Calendar Quarter after the Launch of
      the first Product until the expiration of Amgen's obligation to pay
      royalties hereunder, royalty payments and reports of the sale of Products
      for each Calendar Quarter will be calculated and delivered to Memory under
      this Agreement within [*] days of the end of each such Calendar Quarter.
      Each payment of royalties will be accompanied by a report of Net Sales of
      Products stating: (a) Net Sales of Products, on a Product-by-Product and
      country-by-country basis, during the applicable Calendar Quarter within
      the Field in the Territory; and (b) a calculation of the royalty payment
      due hereunder for such Calendar Quarter (a "ROYALTY REPORT").

6.2   Invoices. All invoices submitted by Memory to Amgen shall be addressed to:

         Amgen
         Accounts Payable

         [*]

      Invoices not submitted to the foregoing address will be subject to delay
      or return. In addition, each invoice should reference an applicable
      purchase order number to be provided by Amgen.

6.3   Exchange Rate; Manner and Place of Payment.

      (a)   All payments hereunder will be payable in U.S. dollars. With respect
            to Net Sales invoiced or expenses incurred in U.S. dollars, the Net
            Sales or expense due to the receiving Party hereunder shall be
            expressed in U.S. dollars. With respect to Net Sales invoiced or
            expenses incurred in a currency other than U.S. dollars, the Net
            Sales invoiced or expenses incurred shall be converted into the US
            dollar equivalent using a rate of exchange which corresponds to the
            rate used by Amgen, for the respective reporting period, related to
            recording such Net Sales in its books and records that are
            maintained in accordance with GAAP. All payments shall be made in
            U.S. dollars. If at any time legal restrictions in any country in
            the Territory prevent the prompt remittance of any payments with
            respect to sales in that country, the paying Party shall have the
            right and option to make such payments by depositing the amount
            thereof in local currency to the receiving Party's account in a bank
            or depository in such country. Amgen will deliver to Memory proper
            evidence of such deposit. As soon as practicable thereafter, Amgen
            shall transfer such deposited payment to Memory or, upon the request
            of Memory, to an account of Memory at a commercial bank within the
            applicable country.

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       23
<PAGE>

      (b)   All payments owed under this Agreement will be made by wire transfer
            in immediately available funds to a bank account designated in
            writing by Memory, unless otherwise specified by Memory.

6.4   Taxes. Memory shall provide Amgen with a completed Form W-9 and an
      electronic funds transfer form (which form has been provided by Amgen to
      Memory on or prior to the date hereof) within ten (10) days of the
      Effective Date.

6.5   Audits.

      (a)   Amgen will keep, and will cause its Affiliates and sublicensees to
            keep, complete and accurate records pertaining to the sale of
            Products in sufficient detail to permit Memory to confirm the
            accuracy of all payments due hereunder, and such records will be
            open to inspection for [*] years following the end of the period to
            which they pertain. Not more than once in any [*] consecutive
            Calendar Quarters, Memory will have the right to cause an
            independent, certified public accountant reasonably acceptable to
            Amgen to audit such records to confirm Net Sales and royalty and
            other payments for a period covering not more than the preceding [*]
            Calendar Years; PROVIDED, HOWEVER, that, the records for any
            particular Calendar Year shall not be subject to more than one audit
            hereunder.

      (b)   Such audits may be exercised during normal business hours upon
            reasonable prior written notice to Amgen (but in no event less than
            [*] days prior written notice). Memory shall submit an audit plan,
            including audit scope, to Amgen for Amgen's approval, which shall
            not be unreasonably withheld, prior to audit implementation. The
            parties shall cooperate in all reasonable respects relating to the
            amicable resolution of any objections Amgen may have to any audit
            plan.

      (c)   The independent certified public accountant shall keep confidential
            any information obtained during such inspection and shall report to
            Memory only the amounts of Net Sales and royalties due and payable,
            but may include, in the event such accountant shall be unable to
            verify the correctness of any such payment, information relating to
            why such payment is unverifiable. Amgen shall receive a copy of each
            such report concurrently with receipt by Memory. In the event that
            such payment is unverifiable, Amgen and Memory shall use good faith
            efforts to arrive at an equitable solution. Memory shall bear the
            full cost of such audit unless such audit discloses an underpayment
            of more than [*] percent ([*]%) from the aggregate amount of
            royalties or other payments due for the period audited. In such
            case, Amgen shall bear the full cost of such certified public
            accountant, to the extent such costs are reasonable and customary,
            to perform such audit and will promptly remit to Memory the amount
            of any underpayment. Conversely, if the audit reveals any
            overpayment by Amgen, the amount of such overpayment shall be
            creditable against any other amounts otherwise due from Amgen to
            Memory hereunder (or, if further payments otherwise due hereunder
            from Amgen to Memory are insufficient to fully use up such credit,
            Memory shall promptly reimburse Amgen for any remaining amount).
            Upon the expiration of [*] years following the end of any Calendar
            Year, except with respect to any specific claims

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       24
<PAGE>

            for additional royalty payments that result from an audit that was
            initiated prior to the expiration of such [*] year period pursuant
            to Section 6.5(a) but not yet completed [*], and except for royalty
            payments acknowledged by Amgen to be payable and not paid, the
            calculation of royalties payable with respect to such year shall be
            binding and conclusive upon Memory, and Amgen and its Affiliates and
            sublicensees shall be released from any liability or accountability
            with respect to royalties for such year, and Amgen shall no longer
            be required to retain such records for such year. The independent
            certified public accountant shall be required to execute a
            confidential disclosure agreement reasonably satisfactory to Amgen
            prior to performing any audit procedures or receiving any
            information from Amgen.

6.6   Confidentiality. Memory shall treat all financial information subject to
      review under this Article 6, or under any related sublicense agreement, as
      Amgen's Confidential Information, and shall cause its accounting firm to
      be bound to obligations of confidentiality with respect to such
      information at least as restrictive as Memory's obligations of
      confidentiality in this Agreement.

                      ARTICLE 7. THE RESEARCH COLLABORATION

7.1   The Research Collaboration.

      (a)   The Parties agree to conduct a Research Collaboration in accordance
            with the Research Workplan. The goal of the Research Collaboration
            shall be to [*] lead series of Memory Compounds (as described in
            Schedule 7.1) and [*].

      (b)   (i) The original term of the Research Collaboration shall be for a
            period of two (2) years from the beginning of the Research
            Collaboration as set forth in the Research Workplan ("ORIGINAL
            TERM"), unless this Agreement is terminated sooner in accordance
            with Article 12 or the Research Term is extended pursuant to Section
            12.4. Except as provided in Article 12, neither Party may terminate
            the Research Collaboration.

            (ii) The Original Term of the Research Collaboration may be extended
            by mutual written agreement of the Parties prior to the expiration
            of the Original Term.

            (iii) The total time period during which the Research Collaboration
            is ongoing, including any extensions of the Original Term, is the
            "RESEARCH TERM."

      (c)   As soon as is reasonably possible, but in no event later than thirty
            (30) days after the Effective Date, Memory shall deliver to Amgen
            the Materials listed on Schedule 1.42 attached to this Agreement, as
            well as any other Memory Technology (including protocols for
            applicable in vivo behavioral assays) (the "TECHNOLOGY TRANSFER");
            PROVIDED, HOWEVER, that animals and/or other physical materials for
            performing such in vivo behavioral assays are not required to be

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                                       25
<PAGE>

            delivered within such thirty (30) day period after the Effective
            Date and such delivery is not a condition to Amgen's obligations
            under Section 4.1. Promptly after completing the Technology Transfer
            Memory shall provide Amgen with written notice of the completion
            thereof. Thereafter, to the extent reasonably requested by Amgen in
            connection with its research, development, and/or commercialization
            of any Compounds or Products, Memory shall, where it Controls the
            relevant Compounds and/or Material, provide reasonable quantities of
            physical samples of such Compounds and/or other Materials that are
            in Memory's possession that are necessary or useful to the Research
            Collaboration (including animals and/or other physical materials for
            performing in vivo behavioral assays). In addition, prior to Launch
            of the first Product, Memory shall promptly notify Amgen of any
            Memory Technology obtained and Controlled by Memory that is
            reasonably necessary for the research, development, and/or
            commercialization of any Product. Further, Memory shall deliver to
            Amgen such Memory Technology described in the preceding sentence as
            Amgen may reasonably request from time to time and such Memory
            Technology shall be used solely as permitted under Section 2.1 of
            the Agreement.

7.2   Joint Research Committee. A JRC shall govern the Research Collaboration.

      (a)   Organization. The JRC shall consist of six (6) members, three (3)
            members to be designated by Amgen and three (3) members to be
            designated by Memory. Each Party shall notify the other Party of the
            member(s) designated by such Party, in writing, within thirty (30)
            days after the Effective Date. The Committee shall function only
            during the Research Term unless otherwise agreed by the Parties. Any
            Party may withdraw the designation of any of its members of the JRC
            and designate a replacement at any time by giving prior written
            notice of the withdrawal and identifying the replacement to the
            other Party. The chairperson of the JRC shall be from Amgen.

      (b)   Meetings. The JRC shall hold [*] meetings on mutually agreeable
            dates during the Research Term, with the location of the meetings to
            [*]. The frequency and location of such meetings may be modified by
            mutual agreement of the Parties. Notwithstanding the foregoing, the
            [*] meetings may be held by teleconference or videoconference. Each
            Party shall pay its own expenses associated with the meetings. Each
            Party may, in its discretion, invite non-member employees
            ("invitee") to attend meetings of the JRC.

      (c)   Decision-Making. Decisions of the JRC shall be by consensus, with
            each Party having one collective vote. If the JRC is unable to
            decide a matter by consensus, then the final decision shall [*],
            PROVIDED, HOWEVER, that no such decision on any matter may be
            inconsistent with the provisions of this Agreement or have the
            effect of increasing the economic burdens, including unfunded FTE
            burdens, of Memory (except for any increases which in the aggregate
            are immaterial).

      (d)   Sharing of Information. On a regular basis during the Research Term,
            the Parties will exchange a summary report describing new
            discoveries and data generated

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       26
<PAGE>

            under the Research Collaboration. Additionally, during the Research
            Term, the Parties will exchange the raw data obtained from the
            primary in vitro potency screen within the Memory Screening
            Technology that relate to inhibitors or modulators of PDE10,
            reasonably promptly after such data are obtained.

7.3   Research Support.

      (a)   Subject to Sections 7.3(d), 7.3(e) and 7.3(f), for the first year of
            the Research Term, Amgen shall, in support of Memory's efforts under
            the Research Collaboration, make research funding payments to Memory
            for [*] FTEs at the FTE Rate [*]. Within [*] days before the end of
            the first year of the Research Collaboration the Parties shall meet
            to review (i) the progress of the Research Collaboration, (ii) the
            goals for the following year, (iii) [*]. Within [*] days before the
            end of the first year of the Research Collaboration, Amgen shall
            inform Memory of the number of Memory FTEs that Amgen will agree to
            reimburse for the following year. If Amgen notifies Memory that the
            number of FTEs that Amgen will fund for the second year of the
            Research Term will be less than [*] FTEs, then the time period
            referenced in Section 1.10(c) and 1.60(c) shall be deemed to be [*]
            years instead of [*] years.

      (b)   In the event that Amgen terminates this Agreement pursuant to
            Section 12.3 (other than for safety reasons as provided for in
            Section 12.3) during the first year of the Research Term, Amgen
            shall pay to Memory an amount equal to [*] multiplied by the FTE
            Rate, less any amounts previously paid by Amgen to Memory related to
            research funding in such first year (with any payments for work
            performed by permitted subcontractors pursuant to Section 7.3(f)
            counted as if Amgen paid the FTE Rate for such hours), plus an
            amount equal to [*] under the Research Collaboration (with any
            payments for work performed by permitted subcontractors pursuant to
            Section 7.3(f) counted as if Amgen paid the FTE Rate for such hours)
            (PROVIDED, HOWEVER, that if [*]. In the event that Amgen terminates
            this Agreement pursuant to Section 12.3 (other than for safety
            reasons as provided for in Section 12.3) during the second year of
            the Research Term, Amgen shall pay to Memory an amount equal to the
            lesser of (a) [*] of the research funding required to be paid by
            Amgen for FTEs for the second year of the Research Term under the
            Research Collaboration (with any payments for work performed by
            permitted subcontractors pursuant to Section 7.3(f) counted as if
            Amgen paid the FTE Rate for such hours), or (b) the [*]. In
            addition, consistent with the provisions of Section 12.6, Amgen will
            also pay any amounts related to research funding for FTEs allocated
            for such second year that has accrued but not yet been paid.

      (c)   Memory shall invoice Amgen not earlier than [*] days before the
            beginning of each Calendar Quarter during the Original Term for the
            number of FTEs expected to be dedicated to performance of the
            Research Collaboration during such Calendar Quarter consistent with
            the Research Workplan. Payment of each invoice shall be due within
            [*] days following Amgen's receipt of an invoice indicating the
            appropriate amount. Unless agreed to by Amgen in writing such
            invoice shall not exceed [*] of the annual amount of FTE funding for
            such year,

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       27
<PAGE>

            but in no event shall the annual amount increase beyond the number
            of FTEs allocated for such year.

      (d)   Amgen shall only be required to reimburse Memory for the lesser of
            (i) the number of FTEs set forth in Section 7.3(a) and (ii) the
            number of FTEs Memory actually dedicates to the performance of the
            Research Collaboration. Memory shall deliver written reports
            (certified to his or her actual knowledge by an officer of Memory)
            to Amgen on a quarterly basis within [*] days after the end of such
            Calendar Quarter setting forth the number of FTEs actually dedicated
            by Memory to the performance of the Research Collaboration and a
            summary of all such FTE-funded Research Collaboration activities
            during such Calendar Quarter. In the event that Amgen has overpaid
            Memory for FTEs in any Calendar Quarter, then Amgen shall be
            entitled to deduct any amounts to be paid to Memory under this
            Section 7.3 for FTEs in any subsequent Calendar Quarter (unless such
            overpayment is made in the last Calendar Quarter of the Research
            Term, in which event, Memory shall refund such overpayment to
            Amgen).

      (e)   Memory shall maintain complete and accurate records in sufficient
            detail to permit an audit of the number of hours worked and work
            performed in the Research Collaboration by Memory. During the
            Research Term and for a period of [*] years thereafter, Amgen shall
            have the right to cause an independent certified public accountant,
            [*] that has not directly or indirectly performed any work with
            respect to PDE10, including any work with respect to the Research
            Collaboration (collectively, "AMGEN AUDIT REPRESENTATIVE") that is
            reasonably acceptable to Memory, at Amgen's sole cost, in order to
            verify the accuracy and completeness of the foregoing FTE reports.
            Such audit may be exercised during normal business hours upon
            reasonable prior written notice to Memory (but in no event less than
            [*] days prior written notice). Such Amgen Audit Representative
            performing the audit shall be required to execute a confidential
            disclosure agreement reasonably satisfactory to Memory prior to
            performing any audit procedures or receiving any information from
            Memory. Memory shall receive a copy of each such report concurrently
            with receipt by Amgen. Amgen shall bear the full cost of such audit
            unless such audit discloses an overpayment of more than [*] of the
            aggregate amount of payments due for the period audited. In such
            case, Memory shall bear the full cost of such audit, to the extent
            such costs are reasonable and customary, to perform such audit and
            will promptly remit to Amgen the amount of any overpayment.
            Conversely, if the audit reveals any underpayment by Amgen, the
            amount of such underpayment shall be promptly paid by Amgen to
            Memory (but in no event shall Amgen be required to pay Memory in
            excess of the amounts set forth in Section 7.3(a)). Upon the
            expiration of [*] years following the end of any Calendar Year,
            except with respect to any specific claims for overpayment of
            research funding that result from an audit that was initiated prior
            to the expiration of such [*] year period but not yet completed [*],
            the calculation of research funding payable with respect to such
            year shall be binding and conclusive upon Amgen and Memory shall be
            released from any liability or accountability with respect to any
            potential claims that research funding was overpaid for such year,

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       28
<PAGE>

            and Memory shall no longer be required to retain such records for
            such year. The Amgen Audit Representative shall agree with Memory
            to, and shall, keep confidential any information obtained during
            such inspection and shall report to Amgen only the amount due and
            payable with respect to FTEs, but may include, in the event such
            Amgen Audit Representative shall be unable to verify the correctness
            of any such payment, information relating to why such payment is
            unverifiable. Memory shall receive a copy of each such report
            concurrently with receipt by Amgen. Amgen shall cause the Amgen
            Audit Representative to treat all information subject to review
            under this Section 7.3 as Memory's Confidential Information, and
            shall cause its accounting firm or external scientific advisor(s) to
            be bound to obligations of confidentiality with respect to such
            information at least as restrictive as Amgen's obligations of
            confidentiality in this Agreement.

      (f)   Memory shall not be permitted to subcontract work to be performed by
            Memory under the Research Collaboration without Amgen's prior
            written approval such approval not to be unreasonably withheld
            provided existing work subcontracted as of the date hereof and
            listed on Schedule 7.3(f) shall not require such consent. Any work
            performed under the Research Collaboration by permitted
            subcontractors shall be reimbursed by Amgen at the actual
            out-of-pocket cost to Memory paid to such subcontractors for such
            work or, if less, at the FTE Rate. Any hours of work performed by
            permitted subcontractors under the Research Collaboration shall
            count towards the total FTE hours for which Amgen is required to
            compensate Memory pursuant to Section 7.3(a).

7.4   Progress Reports. Following each [*] meeting of the JRC, the chairperson
      of the JRC shall prepare a report summarizing the discussions held and
      conclusions reached and setting forth plans for the Research Collaboration
      for the next [*].

7.5   Acknowledgment of Obligations. Except to the extent already bound by
      similar general obligations at least as restrictive as those provided for
      under this Agreement, each Party will cause each of its and its Affiliates
      FTEs, as specified in the Research Workplan, prior to and as a condition
      of participating in the Research Collaboration, to review and acknowledge
      in writing that they understand and agree to abide by the terms and
      conditions of this Agreement related to the Research Collaboration
      (Article 7), Intellectual Property and Patent Rights (Article 9), and
      Confidential Information (Article 11, specifically as related to
      non-disclosure and non-use restrictions).

7.6   Screening. During the Agreement Term, Amgen shall have the right to [*].

7.7   Research Results. On a regular basis, but no less frequently than [*],
      Memory will keep Amgen fully informed as to all data, discoveries and
      technical developments made in its performance of activities relating to
      the Research Collaboration. In addition, no later than [*] days after the
      end of the Research Term, and at such other times as Amgen may reasonably
      request, Memory will provide Amgen with a written summary of all data,
      discoveries and technical developments made in its performance of
      activities relating to the Research Collaboration and any other
      information in its possession reasonably related to the Research
      Collaboration. Upon request by Amgen, Memory will provide Amgen

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       29
<PAGE>

      with copies of all data, discoveries and technical developments, including
      all Collaboration Technology, Know-How and Inventions arising out of
      Memory's performance of the Research Collaboration, and/or the opportunity
      at reasonable times and upon reasonable advance notice to examine
      originals thereof at Memory's facilities at any time during the Agreement
      Term.

 ARTICLE 8. DEVELOPMENT, REGULATORY MATTERS, MANUFACTURING AND COMMERCIALIZATION

Subject to Section 3.1 hereof, Amgen shall have sole and full control,
authority, discretion and right to conduct (by itself, through its Affiliates or
via a Third Party), at its own expense, and make all decisions regarding all
development, regulatory matters (including interaction with all governmental
authorities and preparation of any regulatory filings), manufacturing, and
commercialization (including determination of price, sales and distribution,
packaging, labeling, language to be included on the package insert, promotion,
reimbursement matters, detailing and selection of trademarks and phase 4
clinical trials) for each Product. Reasonably promptly after [*], Amgen shall
provide Memory with a written summary of material development and regulatory
events related to its PDE10 program subject to this Agreement.

               ARTICLE 9. INTELLECTUAL PROPERTY AND PATENT RIGHTS

9.1   Ownership of Technology. As between the Parties, Memory shall own all
      Memory Inventions and Memory Know-How, Amgen shall own all Amgen
      Inventions and Amgen Know-How, and Memory and Amgen shall jointly own all
      Joint Inventions, Joint Patent Rights and Collaboration Technology. Memory
      shall have the right to use the Collaboration Technology (i) during the
      Agreement Term, solely for the purpose of performing its obligations under
      this Agreement and as provided for under Section 2.1 and (ii) after the
      Agreement Term, as Memory may in its sole discretion elect from time to
      time (subject to any provisions of Article 11). Each Party shall require
      all of its employees, consultants and other agents to assign all
      inventions related to Compounds and/or Products made by them to such
      Party. Memory promptly will notify Amgen in writing of any Inventions of
      which it becomes aware during the Research Term in sufficient detail to
      permit the filing of patent applications relating thereto.

9.2   Patent Prosecution.

      (a)   Amgen shall have the exclusive right to prepare, file, prosecute,
            defend and maintain (including using outside counsel selected by
            Amgen and reasonably satisfactory to Memory) all Memory Patent
            Rights to the extent related to PDE10 or to the extent related to
            PDE10 inhibitors or modulators, including methods of use, methods of
            manufacture and compositions of matter relating to such inhibitors
            or modulators, Base Patents and Joint Patent Rights (including their
            issuance, reissuance, reexamination and the defense of any
            interference, revocation or opposition proceedings), in Amgen's
            reasonable judgment and at Amgen's sole expense. Promptly after the
            Effective Date, but in any event within [*] days after the Effective
            Date, Memory shall deliver to Amgen all records, correspondence and
            other information in its possession required to enable the
            preparation, filing, prosecution, defense and maintenance of such
            Memory Patent

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

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<PAGE>

            Rights (including the Base Patents); provided, however, that all
            such Memory Patent Rights (including the Base Patents) will remain
            in the name of Memory. Memory shall use its reasonable best efforts
            to obtain any records, correspondence and other information not in
            its possession that are required to enable the preparation, filing,
            prosecution, defense and maintenance of such Memory Patent Rights
            (including the Base Patents), and to promptly deliver such to Amgen.
            Amgen shall, to the extent reasonably requested by Memory, use
            diligent efforts to file divisionals, or take other reasonable
            action, to separate any patent claims of a Memory Patent Right that
            do not relate to PDE10 or to PDE10 inhibitors or modulators. Amgen
            shall promptly furnish Memory with copies of all correspondence
            relating to such Memory Patent Rights (including the Base Patents)
            to and from patent offices throughout the Territory and provide
            Memory a reasonable time to offer its comments before Amgen makes a
            material submission to a patent office, provided, however, that in
            the event that delay would jeopardize any potential Patent Right,
            Amgen shall have the right to proceed without awaiting Memory's
            comments. Memory shall offer its comments promptly or indicate
            promptly in writing that it waives the right to do so with respect
            to each such material submission. In making its decision whether to
            prosecute a patent, Amgen shall act in the best interests of the
            potential Products and actual Products. Memory will cooperate and
            provide such assistance as Amgen may reasonably request regarding
            the transition, preparation, filing, prosecution and defense of such
            Memory Patent Rights (including the Base Patents) and the Joint
            Patent Rights (including executing such documents and taking such
            other actions as may be reasonably requested by Amgen), provided
            that no actions, including any execution of documents, shall be
            inconsistent with this Agreement or increase any economic burdens of
            Memory (except for any increases which in the aggregate are
            immaterial). Notwithstanding the foregoing, Amgen shall prosecute
            patent applications for [*] chemical families described in Schedule
            9.2-A attached hereto (the "REQUIRED PATENT PROSECUTIONS") in [*]
            the countries listed on Schedule 9.2-B attached hereto, [*].

      (b)   If Amgen elects to not prosecute any one or more patent applications
            or discontinue prosecution of any one or more patent applications
            within the Memory Patent Rights or Joint Patent Rights, Amgen shall
            provide Memory with [*] days prior written notice of such election
            to abandon any such patent application (the "ABANDONMENT NOTICE").
            Memory may elect, at Memory's expense, to prosecute such patent
            application or continue prosecution of such patent application, as
            applicable, by providing Amgen with written notice within [*] days
            of receipt of the Abandonment Notice. Memory's right to continue the
            prosecution of any patent application under this Section 9.2(b)
            shall be limited in scope to specific claims that are unrelated to
            the subject matter of any claim actually being prosecuted by Amgen.
            Notwithstanding the foregoing, in the event that Amgen reasonably
            determines that the prosecution of any such patent application is
            not in the best interests of the potential Products and actual
            Products, then Memory shall cease to prosecute any such patent
            application. Memory shall promptly furnish Amgen with copies of all
            correspondence relating to such patent application to

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

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<PAGE>

            and from patent offices throughout the Territory and provide Amgen a
            reasonable time to offer its comments before Memory makes a material
            submission to a patent office, provided, however, that in the event
            that delay would jeopardize any potential Patent Right, Memory shall
            have the right to proceed without awaiting Amgen's comments.

            Amgen shall offer its comments promptly or indicate promptly in
            writing that it waives the right to do so with respect to each such
            material submission. In making its decision whether to prosecute a
            patent, Memory shall act in the best interests of the potential
            Products and actual Products. [*].

9.3   Patent Term Extensions.

      (a)   Amgen shall use reasonable efforts, at its sole cost and expense, to
            obtain a patent term extension, adjustment or restoration, or
            supplementary protection certificate (collectively, "PATENT TERM
            EXTENSIONS") with respect to Memory Patent Rights and/or Joint
            Patent Rights (including those available under the Hatch-Waxman Act)
            that it reasonably believes is capable of being obtained under
            applicable law. Amgen shall provide Memory with written notice of
            receipt of any such Patent Term Extension. Amgen shall make all
            filings for such Patent Term Extensions with respect solely to
            Memory Patent Rights in Memory's name.

      (b)   Memory shall execute such authorizations and other documents and
            take such other actions as may be reasonably requested by Amgen to
            obtain such Patent Term Extensions, including designating Amgen as
            its agent for such purpose as provided in 35 U.S.C. Section 156. The
            Parties shall cooperate with each other in obtaining Patent Term
            Extensions wherever applicable to such Memory Patent Rights and
            Joint Patent Rights.

9.4   Patent Certifications. Each Party shall immediately give notice to the
      other Party of any notice it receives of certification filed under the
      Hatch-Waxman Act in respect of any Product and claiming that any of the
      Memory Patent Rights and/or Joint Patent Rights is invalid, unenforceable
      or that any infringement will not arise from the manufacture, use or sale
      of the product by a Third Party. Amgen shall [*] bring infringement
      proceedings in its reasonable judgment against the entity making such a
      certification with respect to any such Memory Patent Rights and/or Joint
      Patent Rights. Any suit may be in the name of either or both Parties, as
      may be required by law. For this purpose, Memory shall execute such legal
      papers necessary for the prosecution of such suit as may be reasonably
      requested by Amgen.

9.5   Enforcement of Patent Rights.

      (a)   With respect to all of the matters referred to in this Section 9.5
            where Amgen controls a decision, Amgen shall make its decisions
            solely in a manner that Amgen in good faith believes is in the best
            interest of any potential and any actual Products (but Amgen shall
            have the right to give effect to any appropriate cost benefit
            analysis) and shall, with respect to any material issues, provide
            Memory

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<PAGE>

            with the right to comment on preliminary decisions made by Amgen and
            give serious consideration to Memory's comments and concerns.

      (b)   In the event that either Amgen or Memory becomes aware of any
            product that is made, used, or sold in the Territory which it
            believes to (i) infringe a Valid Claim, or (ii) constitute a
            misappropriation of Know-How relating to the making or use of a
            Compound or Product, such Party (the "NOTIFYING Party") will
            promptly advise the other Party of all the relevant facts and
            circumstances known by the Notifying Party in connection with the
            infringement or misappropriation.

      (c)   Amgen shall [*], to enforce [*] any Memory Patent Rights to the
            extent related to PDE10 or to the extent related to PDE10 inhibitors
            or modulators, including methods of use, methods of manufacture and
            compositions of matter relating to such inhibitors or modulators,
            Base Patents and/or Joint Patent Rights against such infringement in
            the Territory, and to control the defense of any declaratory
            judgment action for non-infringement relating thereto. [*].

      (d)   [*] control the litigation [*]. For any action to terminate any
            Third Party infringement, in the event that Amgen is unable to
            initiate or prosecute any action solely in its own name or if it is
            otherwise advisable to join Memory as a party to such action to
            obtain an effective remedy, then Memory will join such action
            voluntarily at Amgen's expense and will execute all documents
            necessary for Amgen to initiate, prosecute and/or maintain such
            action.

      (e)   Any recovery obtained as a result of an infringement action, whether
            by judgment, award, decree or settlement will first be applied to
            [*], and the remaining balance will be distributed to [*], provided,
            however that [*].

      (f)   Amgen shall defend and control in its reasonable judgment any action
            initiated by a Third Party (or any counterclaim or defense asserted
            in any other action) alleging invalidity or unenforceability of any
            Memory Patent Right to the extent related to PDE10 or to the extent
            related to PDE10 inhibitors or modulators, including methods of use,
            methods of manufacture and compositions of matter relating to such
            inhibitors or modulators, Base Patents or Joint Patent Right [*],
            which shall include the right to settle any such action.

9.6   Patent Infringement Claims.

      (a)   Each Party shall notify the other Party promptly in writing of any
            claim of, or action for, infringement of any patents or
            misappropriation of trade secret rights of any Third Party which is
            threatened, made or brought against either Party by reason of the
            research, development, manufacture, use or sale of any Product.

      (b)   In any suit, action or proceeding referred to in this Section 9.6,
            each Party shall, at its own expense, fully cooperate with the other
            Party and use its reasonable efforts to supply all assistance
            reasonably requested by the Party carrying on the

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

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<PAGE>

            proceeding, including providing the other Party with such witnesses,
            documents and records and other evidence as may be reasonably
            requested.

              ARTICLE 10. REPRESENTATIONS, WARRANTIES AND COVENANTS

10.1  Representations and Warranties of Both Parties. Each Party warrants and
      represents to the other Party that it has the full right and authority to
      enter into this Agreement and that it is not aware of any impediment which
      would inhibit its ability to perform the terms and conditions imposed on
      it by this Agreement.

10.2  Representations, Warranties and Covenants of Memory. Memory represents and
      warrants to and, in the case of Section 10.2(g) covenants with, Amgen the
      following:

      (a)   Corporate Action. All corporate action on the part of Memory, its
            officers, directors and stockholders necessary for (i) the
            authorization, execution and delivery of this Agreement and (ii) the
            performance of all obligations of Memory hereunder has been taken
            and this Agreement constitutes the legal and binding obligation of
            Memory, enforceable against Memory in accordance with its terms.

      (b)   No Conflict. The execution of this Agreement and the performance of
            the transactions contemplated by this Agreement by Memory will not
            conflict with or result in a breach of any of the terms, conditions
            or provisions of, or constitute a default under any agreement or
            other instrument to which Memory is a party or by which it or any of
            its property is bound.

      (c)   Right to Grant Licenses. Memory has the right to grant Amgen the
            licenses and sublicenses that Memory hereby grants to Amgen under
            this Agreement.

      (d)   Intellectual Property. As of the Effective Date, to the actual
            knowledge of its senior executives, after consultation with in-house
            patent counsel (who shall have undertaken due inquiry), there is no
            issued patent right owned or controlled by any Third Party which
            would be infringed by the making, using, selling or importing of the
            series of compounds identified by Memory to Amgen on Schedule 1.65
            or would prevent Amgen from selling such Memory Compound in any
            country of the Territory. Schedule 1.41 is a full and complete list
            of Base Patents as of the Effective Date. As of the Effective Date,
            the Base Patents are owned exclusively by Memory, and Memory's
            senior executives, after consultation with in-house patent counsel
            (who shall have undertaken due inquiry), have no actual knowledge of
            any information that would, in their opinion, render invalid and/or
            unenforceable Composition of Matter Claims for the series of
            compounds identified by Memory in such Base Patents.

      (e)   Invention Assignments. All of its FTEs, as specified in the Research
            Workplan, and its Affiliates' FTEs, as specified in the Research
            Workplan, have entered into an agreement with it or its Affiliate
            assigning to it or its Affiliate all their rights to Inventions and
            Know-How.

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<PAGE>
      (f)   Solvency. Memory is Solvent and able to pay its debts as they
            become due, and Memory's Solvency will not be affected negatively as
            a result of entering into this Agreement. For the purposes of this
            Agreement, "SZOLVENT" (and "SOLVENCY") means that both (A) [*] and
            (B) Memory is "solvent" within the meaning given that term and
            similar terms under applicable laws relating to fraudulent transfers
            and conveyances.

      (g)   Security Interest. All of Memory's rights, title and interest in the
            Memory Compounds, the Memory Patent Rights, the Memory Know-How and
            the Memory Technology are free and clear of all liens and
            encumbrances of any kind. Additionally, during the Agreement Term,
            Memory will not pledge, or grant a security interest, to any Third
            Party with respect to Memory Compounds, Memory Patent Rights, Memory
            Know-How, Memory Inventions and/or Memory Technology or Memory's
            interest in Collaboration Technology, Joint Compounds, Joint
            Inventions, or Joint Patent Rights, unless Memory has first granted
            to Amgen a security interest in such intellectual property to secure
            Memory's obligations under this Agreement and the security interest
            granted by Memory to such Third Party is subordinated or junior in
            priority to the security interest granted by Memory to Amgen,
            PROVIDED, HOWEVER, [*].

      (h)   Adequate Compensation. Memory acknowledges that the consideration
            provided for under this Agreement, including the up-front payment,
            milestone payments and royalties provided for under Articles 4 and
            5, represents fair consideration and reasonably equivalent value in
            exchange for the licenses and rights granted under this Agreement to
            Amgen.

10.3  Representations and Warranties of Amgen. Amgen represents and warrants to
      Memory that all corporate action on the part of Amgen, its officers,
      directors and stockholders necessary for (i) the authorization, execution
      and delivery of this Agreement and (ii) the performance of all obligations
      of Amgen hereunder has been taken and this Agreement constitutes the legal
      and binding obligation of Amgen, enforceable against Amgen in accordance
      with its terms. The execution of this Agreement and the performance of the
      transactions contemplated by this Agreement by Amgen will not conflict
      with or result in a breach of any of the terms, conditions or provisions
      of, or constitute a default under any agreement or other instrument to
      which Amgen is a party or by which it or any of its property is bound.

10.4  Disclaimer. THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE IN LIEU OF
      ALL OTHER REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY SET FORTH IN THIS
      AGREEMENT. MEMORY AND AMGEN DISCLAIM ALL OTHER REPRESENTATIONS AND
      WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THEIR
      RESEARCH, DEVELOPMENT AND COMMERCIALIZATION EFFORTS HEREUNDER, INCLUDING,
      WITHOUT LIMITATION, WHETHER THE PRODUCTS CAN BE SUCCESSFULLY DEVELOPED OR
      MARKETED, THE ACCURACY, PERFORMANCE, UTILITY, RELIABILITY, TECHNOLOGICAL
      OR COMMERCIAL VALUE, COMPREHENSIVENESS, MERCHANTABILITY OR FITNESS FOR ANY

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<PAGE>

      PARTICULAR PURPOSE WHATSOEVER OF THE PRODUCTS. IN NO EVENT SHALL EITHER
      MEMORY OR AMGEN BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR
      CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT BASED ON CONTRACT,
      TORT OR ANY OTHER LEGAL THEORY. The foregoing limitation on liability
      shall not limit the indemnification obligations of either party under
      Section 13.1. Accordingly, neither Party is entitled to recover from the
      other Party any special, indirect, incidental or consequential damages
      that it suffers except to the extent it must pay a Third Party for such
      Third Party's special, indirect, incidental or consequential damages and
      such payment constitutes an indemnifiable Loss pursuant to Article 13
      hereof.

10.5  Memory's Expertise. Memory acknowledges and agrees that Amgen is entering
      into this Agreement to obtain the benefit of Memory's unique expertise and
      services and Amgen negotiated this Agreement with the expectation of
      transacting with Memory.

                      ARTICLE 11. CONFIDENTIAL INFORMATION

11.1  Treatment of Confidential Information. In carrying out rights and
      obligations under this Agreement, the Parties will be disclosing
      proprietary and/or confidential information hereunder ("CONFIDENTIAL
      INFORMATION") with each other. During the term of this Agreement, and for
      a period of [*] years following the expiration or earlier termination
      hereof, each party (the "RECEIVING PARTY") shall maintain in confidence
      all Confidential Information of the other party (the "DISCLOSING PARTY"),
      and shall not use, disclose or grant the use of the Confidential
      Information of the other Party except on a need-to-know basis to its, or
      its Affiliates', directors, officers, employees, consultants,
      subcontractors, sublicensees or agents who are bound by confidentiality
      obligations at least as restrictive as set forth herein, to the extent
      such disclosure is reasonably necessary in connection with its performance
      of this Agreement or as otherwise authorized by this Agreement. Each party
      shall be responsible for any breach of the confidentiality and non-use
      obligations of this Section 11.1 by its, or its Affiliates', directors,
      officers, employees, consultants, subcontractors, sublicensees or agents.

      During the Agreement Term, with respect to Memory's obligations under this
      Article 11, all Confidential Information of Memory related to Compounds
      and Products, including all Collaboration Technology, Know-How and
      Inventions to the extent such Collaboration Technology, Know-How and/or
      Inventions relate to Compounds, Products or Base Patents, but excluding
      Memory Screening Technology, shall be subject to the provisions of this
      Article 11 as if it were Amgen Confidential Information (PROVIDED,
      HOWEVER, that Amgen shall not be permitted to disclose such Confidential
      Information of Memory except as provided for under this Agreement)
      (subject to any retained rights of Memory under Section 2.1), and Section
      11.2(a)-(b) shall not release Memory from restrictions with respect to
      such Confidential Information (subject to early termination of this
      Agreement under Article 12). Notwithstanding the foregoing and except as
      otherwise provided for under Section 11.3, unless Amgen has agreed to
      reinstate the Change of Control Rights pursuant to Section 12.4(b) or the
      Reinstatable Rights have been reinstated pursuant to Section 12.4(e), upon
      a Change of Control of Memory, Memory shall not disclose any such Memory
      Confidential Information (i.e., the Confidential

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                                       36
<PAGE>

      Information of Memory subject to the provisions of this Section 11 as if
      it were Amgen Confidential Information pursuant to the immediately
      preceding sentence) or Amgen Confidential Information to any entity that
      owns or controls Memory or any of such entity's Affiliates, directors,
      officers, employees, consultants, subcontractors, sublicensees or agents
      (PROVIDED, HOWEVER, that Memory may disclose [*].

11.2  Release from Restrictions. The provisions of Section 11.1 shall not apply
      to any Confidential Information which the Receiving Party shall
      demonstrate:

      (a)   was known or used by the Receiving Party or its Affiliates prior to
            its date of disclosure to the Receiving Party or its Affiliates by
            the Disclosing Party or its Affiliates, as evidenced by the prior
            written records of the Receiving Party or its Affiliates; or

      (b)   either before or after the date of the disclosure to the Receiving
            Party or its Affiliates, is lawfully disclosed to the Receiving
            Party or its Affiliates, without obligation of confidentiality or
            such obligations have expired, by a Third Party rightfully in
            possession of the Confidential Information; or

      (c)   either before or after the date of the disclosure to the Receiving
            Party or its Affiliates, becomes published or generally known to the
            public through no fault or omission on the part of the Receiving
            Party or its Affiliates, but such inapplicability commences only
            after such information is published or becomes generally known; or

      (d)   is independently developed by the Receiving Party or its Affiliates
            without reference to or reliance upon any Confidential Information
            of the Disclosing Party or its Affiliates; or

      (e)   is reasonably determined to be required to be disclosed by the
            Receiving Party or its Affiliates to comply with applicable
            securities or other laws, to defend or prosecute litigation or to
            comply with court or governmental orders or governmental
            regulations, PROVIDED, HOWEVER, that the Receiving Party or its
            Affiliates uses all reasonable efforts to provide prior written
            notice of such disclosure to the Disclosing Party or its Affiliates
            and cooperates with the Disclosing Party with respect to any and all
            reasonable and lawful actions requested by the Disclosing Party to
            minimize the degree of such disclosure and/or to obtain confidential
            treatment or protective order; PROVIDED FURTHER, HOWEVER, that if
            the Confidential Information disclosed under this clause (e) is
            disclosed subject to confidential treatment or other confidentiality
            protection, the obligations of Section 11.1 shall continue to apply
            to such Confidential Information.

11.3  Exceptions. The restrictions set forth in this Article 11 shall not
      prevent (i) Amgen (and Memory to the extent permitted by Article 9) from
      in accordance with the terms of this Agreement, preparing, filing,
      prosecuting or maintaining a patent application or its resulting patents
      related to a Product, (ii) Amgen or, after the Agreement Term with

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                                       37
<PAGE>

      respect to Confidential Information Memory is permitted to use pursuant to
      Article 12, Memory from disclosing Confidential Information to
      governmental agencies to the extent required or desirable to secure
      government approval for the development, manufacture or marketing of a
      Product, or (iii) Memory from disclosing Confidential Information of
      Memory that consists of Memory Know-How that is in existence as of the
      Effective Date, Memory Know-How this is developed outside of the Research
      Collaboration, Memory Patent Rights, Memory's interest in Joint Patent
      Rights, and General Inventions (even if such Confidential Information of
      Memory is deemed to be Confidential Information of Amgen pursuant to the
      penultimate sentence of Section 11.1), in addition to Confidential
      Information related to [*] and amounts payable in the future pursuant to
      Articles 4 and 5 of the Agreement to a Third Party that Memory reasonably
      believes in good faith to be a [*], so long as, with respect to any such
      entity, such [*] executes a confidentiality agreement which is at least as
      restrictive as the provisions of this Article 11, PROVIDED, HOWEVER, that
      Memory shall provide [*] days prior written notice to Amgen of its intent
      to disclose such Confidential Information of Memory that is deemed to be
      Confidential Information of Amgen pursuant to the penultimate sentence of
      Section 11.1 (such notice need only be delivered once per [*]); PROVIDED
      FURTHER, HOWEVER, that such notice shall not be required if such
      Confidential Information is limited to the financial provisions contained
      in Article 4 and Article 5 of this Agreement. Notwithstanding the
      foregoing, Memory may request the consent of Amgen, such consent not to be
      unreasonably withheld, to disclose additional terms of this Agreement to
      such a Third Party described in the preceding sentence.

11.4  Publications. During the Agreement Term, Amgen shall have the sole right
      to publish, either directly or indirectly, scientific results and other
      related information of work conducted with respect to the Research
      Collaboration and/or Products. Before any such paper is submitted for
      publication, Amgen will deliver a complete copy to Memory at least [*]
      days prior to submitting the paper to a publisher [*]. Memory will have
      the right to review any such paper and give its comments to Amgen within
      [*] business days of the delivery of such paper to Memory. With respect to
      oral presentation materials and abstracts, Memory will make reasonable
      efforts to expedite review of such materials and abstracts, and will
      return such items as soon as practicable to Amgen with appropriate
      comments, if any, but in no event later than [*] business days from the
      date of delivery to Memory. Amgen will consider in good faith any comments
      provided by Memory, but Amgen will have no obligation to accept any such
      comments. Amgen will comply with any Memory's request to delete references
      to Memory's Confidential Information in any such paper. Any such
      publication will include recognition of the contributions of Memory
      according to standard practice for assigning scientific credit, either
      through authorship or acknowledgment, as may be appropriate. Memory will
      not publish scientific results or other information resulting from the
      Research Collaboration, without the prior written consent of Amgen.
      Additionally, during the Agreement Term Memory will not publish scientific
      results or other information with respect to any Products, without the
      prior written consent of Amgen.

11.5  Use of Names. No right, express or implied, is granted to either Party by
      this Agreement to use any trademark of the other Party, including the
      names "Amgen" and "Memory," for

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<PAGE>

      any promotional, commercial, advertising or marketing purposes, without
      the prior written consent of the owning Party.

                        ARTICLE 12. TERM AND TERMINATION

12.1  Agreement Term. The Agreement Term shall commence on the Effective Date
      and end, unless earlier terminated upon the mutual agreement of the
      Parties or in accordance with the provisions of this Article 12, on the
      date of expiration of all royalty and other payment obligations (the
      "EXPIRATION DATE") under this Agreement. Upon the occurrence of the
      Expiration Date, if any, the licenses granted to Amgen by Memory under
      this Agreement to thereafter develop, make, have made, use, offer for
      sale, sell, have sold, import, export or otherwise exploit, or transfer
      possession of or title in, Compounds and Products shall be fully paid-up,
      except to the limited extent that a Patent Right was previously found to
      be unpatentable, invalid or unenforceable by a court or other authority of
      competent jurisdiction and subsequently such ruling is reversed upon
      appeal and such Patent Right is thereafter not subject to such
      determination of unpatentability, invalidity or unenforceability all as
      contemplated under Section 5.2.

12.2  Termination for Breach. In the event that a Party to this Agreement
      materially breaches this Agreement ("BREACHING PARTY"), then the
      non-breaching Party ("NON-BREACHING PARTY") shall be entitled to provide
      written notice thereof to the breaching Party. In the event that the
      breaching Party fails to remedy such material breach within [*] days after
      receipt of written notice (PROVIDED, HOWEVER, that with respect to a
      failure to pay any undisputed amounts under this Agreement, [*] days),
      then the non-breaching Party may terminate this Agreement by written
      notice of termination to the breaching Party. Any such notice of breach
      shall specifically state that the non-breaching Party intends to or
      reserves the right to terminate this Agreement in the event that the
      breaching Party shall fail to timely remedy the breach. The effective date
      of termination under this Section 12.2 for a material breach shall be the
      day after provision of written notice of termination by the non-breaching
      Party in accordance with this Section 12.2.

      Subject to the next sentence, in the event Amgen does not pay any payment
      in full by reason of a good faith dispute as to whether such payment is
      due pursuant to the terms of this Agreement, Amgen shall pay all amounts
      not in dispute, and, so long as Amgen pays all such undisputed amounts,
      Memory shall not have the right to terminate this Agreement by reason of
      the non-payment of such disputed amount (the "DISPUTED Amount") pursuant
      to the terms of this Section 12.2 unless Amgen has continued to fail to
      pay any such disputed amount within [*] days after resolution of the
      dispute by mutual agreement of the Parties or a court of competent
      jurisdiction.

      Notwithstanding anything contained in the foregoing to the contrary, in
      the event that Memory fails to complete the Technology Transfer or fails
      to provide to Amgen a notice of completion as provided for under Section
      7.1(c), Amgen shall have the right to provide written notice to Memory of
      such failure within [*] business days after the [*] day following the
      Effective Date and the right to withhold the up-front

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

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<PAGE>

      fee provided for under Section 4.1. If Amgen fails to provide such written
      notice within [*] business days after the [*] day following the Effective
      Date, then Amgen shall pay to Memory the up-front fee provided for under
      Section 4.1. Thereafter, Memory shall have [*] days from the receipt of
      such notice in which to complete the Technology Transfer. Amgen shall have
      [*] business days from receipt of a subsequent notice of completion of the
      Technology Transfer to either pay the up-front fee provided for under
      Section 4.1 or dispute that Memory has completed the Technology Transfer.
      In the event that Memory has not completed the Technology Transfer in the
      additional [*] day period or Amgen disputes that Memory has completed the
      Technology Transfer and the parties have not resolved such dispute within
      [*] business days, Amgen shall either (a) terminate the Agreement by
      providing written notice to Memory, or (b) pay the up-front fee provided
      for under Section 4.1, and thereafter Memory shall be required to use its
      reasonable diligence to complete the Technology Transfer as soon as
      reasonably practicable. In the event that Amgen has not taken either of
      the steps in the foregoing sentence, this Agreement shall be deemed
      terminated effective as of the [*] business day following the end of the
      additional [*] day period. Termination of this Agreement pursuant to the
      provisions of this last paragraph of Section 12.2 shall, in the absence of
      willful misconduct or bad faith of Memory, be without liability to either
      party, notwithstanding the provisions of Sections 12.7 or 12.8.

12.3  Amgen's Right to Terminate. Amgen may terminate the Agreement in whole but
      not in part (except as provided for under Sections 12.4 and 12.8) at any
      time upon sixty (60) days written notice to Memory.

12.4  Consequences of Change of Control of Memory.

      (a)   Upon each occurrence of a Change of Control of Memory, Memory shall
            notify Amgen thereof, specifying the name(s) of the acquiring Third
            Party(ies) (if applicable) if known. If the identity of the
            acquiring Third Party(ies) is not known, Memory will promptly notify
            Amgen upon learning the identity of such party(ies) (if applicable).

      (b)   Upon a Change of Control of Memory, except to the extent provided
            for in Section 12.4(e), the Change of Control Rights shall abate,
            suspend, no longer be currently enforceable and may never be
            enforceable again unless and to the extent that Amgen provides
            Memory with written notice to the contrary abrogating such
            abatement.

      (c)   Amgen shall have the right to terminate this Agreement at any time
            after a Change of Control of Memory, and such right shall expire
            upon [*] days after the occurrence of such Change of Control of
            Memory. In the case of a Change of Control of Memory described in
            Section 1.8(f), Amgen's right to terminate the Agreement shall not
            expire until [*] days after receiving notice from Memory (or its
            successor) of the lifting of any stay which would otherwise prevent
            Amgen from providing notice pursuant to this provision. In each case
            termination under Section 12.4 shall be effective upon written
            notice to Memory (or its successor).

      (d)   The Parties acknowledge and agree that Amgen shall have no liability
            (either during or after any such abatement, suspension and
            unenforceability) with respect

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       40
<PAGE>

            to any Change of Control Rights for the period during which such
            rights are abated, suspended or no longer enforceable (by way of
            example, if during the period in which Change of Control Rights are
            abated, suspended and no longer enforceable Amgen fails to fulfill
            its diligence obligations under Article 3, then Amgen shall have no
            liability (at any time) with respect to that failure to perform,
            even if such diligence obligations are subsequently reinstated and
            again enforceable).

      (e)   Notwithstanding Section 12.4(b), if the Third Party Acquirer or an
            Affiliate thereof is a pharmaceutical or biotechnology company and
            together with its Affiliates has annual research and development
            expenditures of [*] prior to the applicable Change of Control of
            Memory (PROVIDED, HOWEVER, that upon request by Amgen, Memory shall
            provide reasonable documentation to evidence that, or provide a
            written certification reasonably satisfactory to Amgen from the
            Third Party Acquirer to the effect that, [*], and such Third Party
            Acquirer agrees in writing to be bound by the exclusivity provisions
            of Section 2.5 in a manner reasonably satisfactory to Amgen, then
            (i) Amgen's obligations under Section 3.1 shall be automatically
            reinstated (but shall terminate upon the Initiation of Phase 3
            Clinical Trial), (ii) Amgen's obligations with respect to payment of
            FTE costs under Section 7.3 shall be reinstated (but only in the
            event that [*] and (iii) the Reinstatable Rights shall be
            reinstated. In the event that at any time during the [*] day period
            following the occurrence of a Change of Control of Memory, Memory
            ceases to have the requisite number of Dedicated Personnel or such
            requisite number of Dedicated Personnel are not working on the
            Research Collaboration as requested by Amgen, Memory shall notify
            Amgen in writing, and Amgen shall have the right to terminate in
            writing the Research Collaboration and its obligations with respect
            to payment of FTE costs under Section 7.3 with respect to FTE costs
            from and after the date Amgen so terminates the Research
            Collaboration by providing written notice of termination to Memory
            within [*] days of receipt of the written notice from Memory.
            Notwithstanding the foregoing provisions of this Section 12.4(e),
            from and after the occurrence of a Change of Control of Memory, at
            Amgen's election and upon written Notice to Memory, Amgen shall have
            the right to require Memory to cease all activities related to
            PDE10, PROVIDED, HOWEVER, that Amgen agrees to pay Memory all
            amounts due under the Research Collaboration for FTEs that would
            otherwise be dedicated to the Research Collaboration pursuant to the
            terms of Section 7.3. The Parties hereby confirm that the provisions
            of this Section 12.4 with respect to the suspension of payment of
            FTE costs under Section 7.3 are not intended to affect Memory's
            right to recover for FTE costs incurred prior to suspension of such
            payment of FTE costs.

      (f)   Upon any such suspension or termination by Amgen of the Research
            Collaboration and its obligations with respect to payment of FTE
            costs under Section 7.3, Amgen shall, at Amgen's sole expense
            (calculated at the FTE Rate), have the right to cause Memory to
            transition to Amgen any and all of Memory's activities under the
            Research Collaboration.

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       41
<PAGE>

      (g)   Upon any suspension by Amgen of the Research Collaboration and its
            obligations with respect to payment of FTE costs under Section 7.3,
            then Memory shall promptly cease all activities with respect to
            PDE10, except as otherwise required under this Section 12.4, and
            Memory's obligations under Section 3.2, the last two sentences of
            Section 7.1(c), Section 7.2(d), and Section 7.7 shall be suspended,
            but only for such time as Amgen has elected to suspend its
            obligation with respect to payment of FTE costs. Notwithstanding the
            foregoing, Memory shall, regardless of Amgen's election to suspend
            payment of FTE costs, comply with the provisions of Section 7.1(c)
            (excluding the last two sentences of such Section 7.1(c)) and
            Section 12.4(f) (including providing Amgen with copies of all data,
            discoveries and technical developments, including all Collaboration
            Technology, Know-How and Inventions arising out of Memory's
            performance of the Research Collaboration to the extent not
            previously provided to Amgen, including animals and/or other
            physical materials for performing in vivo behavioral assays).

      (h)   Promptly after reinstatement of the Research Collaboration and
            Amgen's obligations with respect to payment of FTE costs under
            Section 7.3, the JRC shall meet to discuss and determine appropriate
            revisions to the Research Workplan to take into account any period
            that the Research Collaboration was suspended pursuant to the
            provisions of this Section 12.4, including other activities
            unrelated or outside the scope of the original Research Workplan,
            but only to the extent such activities are related to PDE10. If the
            Research Collaboration is suspended pursuant to this Section 12.4
            and subsequently reinstated, the Research Term shall be extended by
            the same of number of days that the Research Term was suspended
            pursuant to this Section 12.4.

12.5  Consequences of Termination.

      (a)   Upon (i) any termination of this Agreement by Memory pursuant to
            Section 12.2, or (ii) termination of this Agreement by Amgen
            pursuant to Section 12.3 (unless Amgen in its reasonable commercial
            judgment concludes that there are [*], all rights and licenses of
            any kind or nature granted by Memory to Amgen under this Agreement
            shall terminate on the effective date of termination (PROVIDED,
            HOWEVER, that the non-exclusive Research License granted to Amgen
            with respect to Memory Inventions that relate specifically to Memory
            compounds consisting of PDE10 inhibitors or modulators, including
            Memory Compounds, and the non-exclusive license granted to Amgen
            with respect to any other Memory Invention (including General
            Inventions) shall survive any termination or expiration of the
            Agreement (other than with respect to the termination of this
            Agreement by Memory pursuant to Section 12.2 by reason of Amgen's
            default in making payments required under this Agreement in which
            case the foregoing licenses terminate)). Additionally, in the event
            of any such termination, Memory shall have the right to cause Amgen
            to enter into good faith discussions for a period of ninety (90)
            days regarding the acquisition by Memory of the items set forth in
            Section 12.5(c) below. Memory may exercise the foregoing right by
            providing written notice to Amgen within ninety (90) days of
            termination of the Agreement.

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       42
<PAGE>

      (b)   Upon (i) any termination of this Agreement by Amgen in its entirety
            pursuant to Section 12.2, (ii) any termination of this Agreement by
            Amgen pursuant to Section 12.3 where Amgen in its reasonable
            commercial judgment concludes that there are [*], or (iii) any
            termination of this Agreement in its entirety pursuant to Section
            12.4, rights and licenses of any kind or nature granted by Memory to
            Amgen under this Agreement shall terminate on the effective date of
            termination (PROVIDED, HOWEVER, that the non-exclusive Research
            License granted to Amgen with respect to Memory Inventions that
            relate specifically to Memory compounds consisting of PDE10
            inhibitors or modulators, including Memory Compounds, and the
            non-exclusive license granted to Amgen with respect to any other
            Memory Invention (including General Inventions) as set forth in
            Section 2.1 shall survive).

      (c)   Upon receipt of notice provided for under Section 12.5(a) above,
            provided that Amgen has not filed an NDA with respect to any
            Product, the Parties shall enter negotiations for the acquisition by
            Memory of the Amgen Property. The royalties payable by Memory to
            Amgen in connection with the exclusive and non-exclusive licenses
            within Amgen Property would be negotiated by the Parties consistent
            with following: if, as of the date of termination of the Agreement,
            (1) Amgen has not yet achieved Initiation of Phase 2a Clinical Trial
            with respect to a Lead Compound, then the royalties would be between
            [*] and [*]; and (2) Amgen has achieved Initiation of Phase 2a
            Clinical Trial with respect to a Lead Compound, but not yet filed an
            NDA with respect to such Lead Compound, then the royalties would be
            between [*] and [*].

12.6  Royalty and Payment Obligations. Termination of this Agreement in whole or
      in part by either Party for any reason will not release Amgen from any
      obligation to pay royalties or make any payments to Memory which were
      accrued prior to the effective date of termination (including for sales
      made and events achieved under Article 4, prior to the date of
      termination).

12.7  Survival of Obligations. Section 2.2 (the last sentence only), Section
      2.4, Section 6.4, Section 6.5, Section 7.5, Section 9.1, Article 11,
      Section 12.1 (the last sentence only), Section 12.5, Section 12.6, Section
      12.7, Article 13, and any definitions used in such Section or Article,
      shall survive the termination of this Agreement in its entirety.
      Additionally, the license granted to Amgen under Section 2.1 with respect
      to Memory Inventions shall become the non-exclusive Research License under
      the Memory Inventions that relate specifically to Memory compounds
      consisting of PDE10 inhibitors or modulators, including Memory Compounds,
      and the non-exclusive license under any other Memory Invention (including
      General Inventions) as set forth under Section 2.1 shall otherwise survive
      in all respects the termination of this Agreement (other than with respect
      to the termination of this Agreement by Memory pursuant to Section 12.2 by
      reason of Amgen's default in making payments required under this Agreement
      in which case the foregoing licenses terminate). The parties acknowledge
      and agree that, except to the extent a definitive agreement is entered
      into between the Parties as contemplated by Section 12.5(c) granting a
      license to Memory with respect to certain intellectual property of Amgen,
      upon the termination of this Agreement, the rights of each of Memory and

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       43
<PAGE>

      Amgen with respect to Joint Compounds, Joint Inventions and Joint Patent
      Rights shall be governed by applicable law.

      The Parties joint interest in Collaboration Technology shall survive the
      termination or expiration of this Agreement, and accordingly each party
      shall have the right to fully exploit its joint interest in Collaboration
      Technology. Termination (in whole or in part), relinquishment or
      expiration of the Agreement for any reason shall be without prejudice to
      any rights that shall have accrued to the benefit of either Party prior to
      such termination, relinquishment or expiration, including any other
      remedies available to such Party in law or equity. Such termination,
      relinquishment or expiration shall not relieve either Party from
      obligations that are expressly indicated to survive termination or
      expiration of the Agreement.

12.8  Additional Remedies of Amgen. In addition to the remedies available under
      Section 12.2 above and cumulative thereto, as well as any other remedies
      available under law or equity, and subject to the right to notice and cure
      as provided for under Section 12.2, in the event of a material breach of
      this Agreement by Memory of Article 2, Article 9, Sections 10.2(b), (c),
      (d), (e), or (f), or Article 11, then Amgen and Memory shall discuss in
      good faith, for a period of [*] days, the nature and the potential and/or
      actual adverse effects of the alleged material breach on Amgen or any
      Product and the sufficiency of Memory's efforts to cure such material
      breach. In the event [*] of a Change of Control of Memory as described in
      Section 1.8(f) and a subsequent rejection of this Agreement by Memory (or
      its successor), then Amgen shall have the right to (i) [*] and (iv) cause
      Memory to either return or destroy, at Amgen's option, all of Amgen's
      Confidential Information. Amgen's effecting the partial termination
      provided for in the preceding sentence shall not create a presumption that
      Amgen has correctly made such determination, and, after any such
      determination is made by Amgen, Memory shall have the right to dispute in
      good faith Amgen's right under the circumstances to effect such partial
      termination.

                            ARTICLE 13. MISCELLANEOUS

13.1  Indemnification.

      (a)   Amgen agrees to defend Memory and its directors, officers, employees
            and agents (the "MEMORY INDEMNIFIED PARTIES") at Amgen's cost and
            expense, and will indemnify and hold Memory and the other Memory
            Indemnified Parties harmless from and against any claims, losses,
            costs, damages, fees or expenses (collectively, "LOSSES") resulting
            from any Third Party claim (including product liability claims)
            arising out of or otherwise relating to (i) Amgen's performance of
            its obligations under this Agreement, (ii) the development,
            manufacture, use, offer for sale, sale or other disposition of any
            Product by or on behalf of Amgen, its Affiliates or sublicensees
            (including any Losses resulting from Memory being joined as a party
            to an action at Amgen's request pursuant to Section 9.4(d)) or (iii)
            breach of this Agreement, or the representations and warranties made
            hereunder by Amgen, by Amgen; except, in each case, to the extent
            such Losses result from the gross negligence or willful misconduct
            of Memory Indemnified

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       44
<PAGE>

            Parties or from the breach of any representation or warranty
            hereunder or of this Agreement by Memory. In the event of any such
            claim against the Memory Indemnified Parties by a Third Party,
            Memory shall promptly notify Amgen in writing of the claim
            (PROVIDED, HOWEVER, that any failure or delay to notify shall not
            excuse any obligations of Amgen except to the extent Amgen is
            actually prejudiced thereby) and Amgen shall solely manage and
            control, at its sole expense, the defense of the claim and its
            settlement; PROVIDED, HOWEVER, that Amgen shall not settle any such
            claim, if such settlement may have an adverse effect on Memory,
            without the prior written consent of Memory, which consent shall not
            be unreasonably withheld. The Memory Indemnified Parties shall
            cooperate with Amgen and may, at their option and expense, be
            represented in any such action or proceeding. Amgen shall not be
            liable for any litigation costs or expenses incurred by the Memory
            Indemnified Parties without Amgen's written authorization.

      (b)   Memory agrees to defend Amgen and its directors, officers, employees
            and agents (the "AMGEN INDEMNIFIED PARTIES") at Memory's cost and
            expense, and will indemnify and hold Amgen and the other Amgen
            Indemnified Parties harmless from and against any Losses resulting
            from any Third Party claim (including product liability claims)
            arising out of or otherwise relating to (i) Memory's performance of
            its obligations under this Agreement, or (ii) breach of this
            Agreement, or the representations and warranties made hereunder by
            Memory, by Memory; except, in each case, to the extent such Losses
            result from the gross negligence or willful misconduct of Amgen
            Indemnified Parties or from the breach of any representation or
            warranty hereunder or of this Agreement by Amgen.

            In the event of any such claim against the Amgen Indemnified Parties
            by a Third Party, Amgen shall promptly notify Memory in writing of
            the claim (PROVIDED, HOWEVER, that any failure or delay to notify
            shall not excuse any obligation of Memory except to the extent
            Memory is actually prejudiced thereby) and Memory shall solely
            manage and control, at its sole expense, the defense of the claim
            and its settlement; PROVIDED, HOWEVER, that Memory shall not settle
            any such claim if such settlement may have an adverse effect on
            Amgen without the prior written consent of Amgen, which consent
            shall not be unreasonably withheld. The Amgen Indemnified Parties
            shall cooperate with Memory and may, at their option and expense, be
            represented in any such action or proceeding. Memory shall not be
            liable for any litigation costs or expenses incurred by the Amgen
            Indemnified Parties without Memory's written authorization.

13.2  Publicity. Neither Party shall originate any publicity, news release or
      other public announcement, written or oral, relating to this Agreement,
      including its terms, without the prior approval of the other Party except
      solely to the extent a Party reasonably believes same is otherwise
      required by law. Such approval shall not be unreasonably withheld. Each
      Party shall to the extent consistent with applicable laws and regulations
      limit the disclosure of the financial terms set forth in this Agreement
      (such as by requesting confidential treatment of such terms in documents
      required to be filed with the

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       45
<PAGE>

      US Securities and Exchange Commission). Memory shall provide a proposed
      draft to Amgen of any intended press releases or other public disclosure,
      which Memory is required to make under applicable law, regulation or stock
      exchange rule to the extent relating to Memory's rights and/or obligations
      under this Agreement at least [*] business days in advance of its proposed
      release. Amgen shall consider Memory's request to make such press release
      or statement and within [*] business days of receiving such press release
      or statement, indicate to Memory whether Amgen requires any changes to be
      made prior to the release thereof, which changes Memory shall be required
      to make prior to making such press release or other public disclosure.
      Memory's failure to make a change required by Amgen shall be deemed not to
      be a breach of this Agreement solely in the event that making such change
      is reasonably likely to, based upon Memory's reasonable determination made
      after consultation with outside legal counsel, result in Memory violating
      any law or regulation or stock exchange rules. Memory shall not be
      required to provide Amgen with a draft press release within [*] business
      days in advance of its proposed release if the event that gave rise to the
      press release is required under applicable law or regulation or stock
      exchange rules to be disclosed within a time period of less than [*]
      business days of occurrence of the event, based upon Memory's reasonable
      determination made after consultation with outside legal counsel,
      PROVIDED, HOWEVER, that in such an event Memory shall provide Amgen with a
      draft press release as soon as reasonably possible but in no event less
      than [*] business days in advance of its proposed release. The Parties
      agree to the form of press release as attached as Schedule 13.2 which
      Memory may file with the Securities and Exchange Commission in connection
      with a filing on Form 8-K.

      Notwithstanding anything contained in this Agreement to the contrary, the
      Parties agree that nothing set forth in this Agreement is intended to
      preclude Memory from making disclosures that are otherwise required under
      applicable law or regulation or stock exchange rules.

13.3  Force Majeure. Neither Party to this Agreement shall be responsible to the
      other Party for nonperformance or delay in performance of the terms or
      conditions of this Agreement due to acts of God, acts of governments, war,
      riots, strikes, accidents in transportation, or other causes beyond the
      reasonable control of such Party, but such force majeure shall toll any
      and all obligations and time periods for so long as such force majeure
      continues.

13.4  Bankruptcy. All licenses (and to the extent applicable rights) granted
      under or pursuant to this Agreement by Memory to Amgen are, and shall
      otherwise be deemed to be, for purposes of Section 365(n) of Title 11, US
      Code (the "BANKRUPTCY CODE"), licenses of rights to "intellectual
      property" as defined under Section 101(60) of the Bankruptcy Code. Unless
      Amgen elects to terminate this Agreement under Article 12, the Parties
      agree that Amgen, as a licensee or sublicensee of such rights under this
      Agreement, shall retain and may fully exercise all of its rights and
      elections under the Bankruptcy Code, including, Amgen's right to retain
      all licenses to Memory technology and intellectual property granted
      herein, subject to payments when due to Memory of all milestone payments
      and royalties on Product(s). The Parties further agree that, in the event
      of the commencement of a bankruptcy proceeding by or against Memory under
      the U.S. Bankruptcy Code, Amgen shall be entitled to a complete duplicate
      of (or complete access to, as appropriate)

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       46
<PAGE>

      any such intellectual property and all embodiments of such intellectual
      property, and same, if not already in its possession, shall be promptly
      delivered to it (i) upon any such commencement of a bankruptcy proceeding
      upon its written request therefor, unless Memory elects to continue to
      perform all of its obligations under this Agreement, or (ii) if not
      delivered under (i) above, following the rejection of this Agreement by or
      on behalf of Memory upon written request therefor by Amgen.

13.5  Governing Law. This Agreement shall be governed by and interpreted in
      accordance with the laws of New York without giving effect to principles
      of conflicts of law. Any litigation initiated under this Agreement shall
      be conducted in the state or federal courts located in New York. Each of
      the Parties hereto hereby irrevocably and unconditionally consents to
      submit to the exclusive jurisdiction of the courts of the State of New
      York and of the United States of America located in the State of New York
      for any matter arising out of or relating to this Agreement and the
      transactions contemplated hereby. Each of the Parties hereto hereby
      irrevocably and unconditionally waives any objection to the laying of
      venue of any matter arising out of this Agreement or the transactions
      contemplated hereby in the courts of the State of New York or of the
      United States of America located in the State of New York and hereby
      further irrevocably and unconditionally waives and agrees not to plead or
      claim in any such court that any such litigation brought in any such court
      has been brought in an inconvenient forum.

13.6  Waiver. The waiver by a Party of a breach or a default of any provision of
      this Agreement by the other Party shall not be construed as a waiver of
      any succeeding breach of the same or any other provision, nor shall any
      delay or omission on the part of a Party to exercise or avail itself of
      any right, power or privilege that it has or may have hereunder operate as
      a waiver of any right, power or privilege by such Party.

13.7  Notices. Any notice or other communication in connection with this
      Agreement must be in writing and may be given by any of the following
      methods: (i) personal delivery against a signed receipt; (ii) registered
      or certified mail, postage prepaid, return receipt requested; or (iii) by
      overnight delivery service which obtains a signed receipt. Notice shall be
      effective when delivered to the addressee at the address listed below or
      such other address as the addressee shall have specified in a written
      notice delivered pursuant to one of the foregoing methods of providing
      notice.

      If to Memory:

            Memory Pharmaceuticals Corp.
            100 Philips Parkway
            Montvale, New Jersey 07645
            Attn: Head of Business Development

      and

            Sills Cummis Epstein & Gross P.C.
            One Riverfront Plaza
            Newark, New Jersey 07102

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

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<PAGE>

            Attn: Ira A. Rosenberg, Esq.

      If to Amgen:

            Amgen Inc.
            One Amgen Center Drive

            Thousand Oaks, California 91320-1799
            Attn: Vice President, Licensing

      and

            Amgen Inc.
            One Amgen Center Drive

            Thousand Oaks, California 91320-1799
            Attn: Corporate Secretary

13.8  No Agency. The relationship between Memory and Amgen created by this
      Agreement is solely that of independent contractors. This Agreement does
      not create any agency, distributorship, employee-employer, partnership,
      joint venture or similar business relationship between the Parties.
      Neither Party is a legal representative of the other Party, and neither
      Party can assume or create any obligation, representation, warranty or
      guarantee, express or implied, on behalf of the other Party for any
      purpose whatsoever. Each Party shall use its own discretion and shall have
      complete and authoritative control over its employees and the details of
      performing its obligations under this Agreement.

13.9  Entire Agreement. This Agreement and the Schedules hereto (which Schedules
      are deemed to be a part of this Agreement for all purposes) contain the
      full understanding of the Parties with respect to the subject matter
      hereof and supersede all prior understandings and writings relating
      thereto. No waiver, alteration or modification of any of the provisions
      hereof shall be binding unless made in writing and signed by the Parties.

13.10 Headings. The headings contained in this Agreement are for convenience of
      reference only and shall not be considered in construing this Agreement.

13.11 Severability. In the event that any provision of this Agreement is held by
      a court of competent jurisdiction to be unenforceable because it is
      invalid or in conflict with any law of any relevant jurisdiction, the
      validity of the remaining provisions shall not be affected, and the
      Parties shall negotiate a substitute provision that, to the extent
      possible, accomplishes the original business purpose. During the period of
      such negotiation, and thereafter if no substituted provision is agreed
      upon, any such provision which is enforceable in part but not in whole
      shall be enforced to the maximum extent permitted by law.

13.12 Assignment. Neither Party may assign or transfer this Agreement or any
      rights or obligations hereunder without the prior written consent of the
      other, except that, subject to Section 12.4, a Party may make such an
      assignment or assumption without the other Party's consent to an entity
      that acquires all or substantially all of the business of such Party,
      whether in a merger, consolidation, corporate or bankruptcy
      reorganization,

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       48
<PAGE>

      acquisition, sale or otherwise. Notwithstanding the foregoing, Amgen shall
      have the right to assign this Agreement to any of its Affiliates
      (PROVIDED, HOWEVER, that once an entity ceases to be an Affiliate of
      Amgen, such entity shall reassign this Agreement to Amgen; FURTHER
      PROVIDED, HOWEVER, that notwithstanding any such assignment by Amgen to an
      Affiliate Amgen shall remain liable with respect to its obligations under
      this Agreement).

      This Agreement shall be binding on the successors and assigns of the
      assigning Party, and the name of a Party appearing herein shall be deemed
      to include the name(s) of such Party's successors and permitted assigns to
      the extent necessary to carry out the intent of this Agreement. Any
      assignment or attempted assignment by either Party in violation of the
      terms of this Section 13.12 shall be null and void and of no legal effect.
      The assigning Party shall forward to the other Party a copy of those
      portions of each fully executed assignment agreement which relate to the
      assumption of the rights and responsibilities of the assigning Party,
      within [*] days of the execution of such assignment agreement.

13.13 Interpretation. The words "include," "includes" and "including" shall be
      deemed to be followed by the phrase "without limitation." All references
      herein to Articles, Sections, and Schedules shall be deemed references to
      Articles and Sections of, and Schedules to, this Agreement unless the
      context shall otherwise require. Unless the context otherwise requires,
      countries shall include territories.

13.14 Counterparts. This Agreement may be executed in any number of
      counterparts, each of which shall be deemed an original but all of such
      together shall constitute one and the same instrument.

13.15 Further Actions. Each Party agrees to execute, acknowledge and deliver
      such further instruments and to do all such other acts as may be necessary
      or appropriate in order to carry out the purposes and intent of this
      Agreement.

13.16 No Benefit of Third Parties. The representations, warranties, covenants
      and agreements set forth in this Agreement are for the sole benefit of the
      Parties hereto and their successors and permitted assigns, and they shall
      not be construed as conferring any rights on any Third Parties.

                  (Remainder of page intentionally left blank)

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<PAGE>

      IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed in their names by their properly and duly authorized officers or
representatives as of the dates below written.

MEMORY PHARMACEUTICALS CORP.        AMGEN INC.

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

Name: James R. Sulat                Name: Roger M. Perlmutter, M.D., Ph.D.

Title:  President and CEO           Title: Executive Vice President,
                                             Research & Development

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

                                       50
<PAGE>

                                  SCHEDULE 1.41

                              MEMORY PATENT RIGHTS

                                       [*]

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

<PAGE>

                                  SCHEDULE 1.42

                           MEMORY SCREENING TECHNOLOGY

                                       [*]

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

<PAGE>

                                  SCHEDULE 1.48

                            PDE10 AMINO ACID SEQUENCE

                                       [*]

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

<PAGE>

                                  SCHEDULE 1.57

                                RESEARCH WORKPLAN

                                       [*]

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

<PAGE>

                                  SCHEDULE 1.60

                                MEMORY IDENTIFIED

                               SECONDARY COMPOUNDS

None.
<PAGE>

                                 SCHEDULE 1.65-A

                                TRIGGERING EVENT

                                       [*]

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

<PAGE>

                                 SCHEDULE 1.65-B

                         CENTRAL NERVOUS SYSTEM EFFECTS

                                       [*]

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

<PAGE>

                                  SCHEDULE 2.6

                          SHORT FORM LICENSE AGREEMENT

This Exclusive License Agreement (this "AGREEMENT") entered into as of the ___th
day of ______, 2005 by and between MEMORY PHARMACEUTICALS CORP., a Delaware
corporation, having its principal place of business at 100 Philips Parkway,
Montvale, New Jersey 07645 ("MEMORY"), and AMGEN INC., a Delaware corporation,
having its principal place of business at One Amgen Center Drive, Thousand Oaks,
California 91320 ("AMGEN").

      Whereas, Memory owns all right title and interest in and to the patents
and patent applications set forth on Schedule 1 hereto (the "LICENSED PATENTS");

      Whereas, Amgen and Memory are parties to that certain Collaboration and
License Agreement dated October ___, 2005 (the "LICENSE AGREEMENT");

      Whereas, Memory desires to grant Amgen an exclusive license to the
Licensed Patents on the terms and conditions set forth in the License Agreement.

      NOW, THEREFORE, in consideration of the mutual representations, warranties
and covenants contained herein and for other good and valuable consideration,
and intending to be legally bound, the parties hereby agree as follows:

1. Grant of License. Memory hereby grants Amgen an exclusive license to the
Licensed Patents for all uses, including prophylaxis, palliative, diagnostic,
and therapeutic, on the terms and conditions set forth in the License Agreement.

2. Further Assurances. Memory shall take all actions and execute all documents
necessary for Amgen to perfect its rights hereunder. Amgen shall reimburse
Memory for any out of pocket costs incurred in connection therewith.

3. Recordal. Amgen shall have the right to record this Agreement as necessary to
perfect its interest herein, including with the United States Patent and
Trademark Office and similar offices in other countries throughout the world.

      IN WITNESS WHEREOF, the parties hereto have each caused a duly authorized
officer to sign this Agreement.

AMGEN INC.                                         MEMORY PHARMACEUTICALS CORP.

By: __________________________                     By:__________________________
Title:                                             Title:
<PAGE>

                                  SCHEDULE 7.1

                               MEMORY LEAD SERIES

                                       [*]

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

<PAGE>


                                 SCHEDULE 7.3(f)

                             APPROVED SUBCONTRACTORS

None.
<PAGE>

                                 SCHEDULE 9.2-A

                         MEMORY PDE10 CHEMICAL FAMILIES

                                       [*]

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

<PAGE>

                                 SCHEDULE 9.2-B

                          REQUIRED PATENT PROSECUTIONS

                                       [*]

                     [*] CONFIDENTIAL TREATMENT IS REQUESTED

<PAGE>

                                  SCHEDULE 13.2

                              FORM OF PRESS RELEASE

                   [MEMORY SCIENCE WORKING FOR THE MIND LOGO]

FOR MORE INFORMATION:

Jzaneen Lalani                                    Laura Perry
Vice President, Legal Affairs                     Stern Investor Relations, Inc.
(201) 802-7140                                    (212) 362-1200

   MEMORY PHARMACEUTICALS ANNOUNCES COLLABORATION TO DEVELOP PDE10 INHIBITORS
                 FOR CENTRAL NERVOUS SYSTEM DISORDERS WITH AMGEN

Montvale, NJ - October __, 2005 - Memory Pharmaceuticals Corp. (NASDAQ: MEMY)
today announced that it has entered into an exclusive worldwide collaboration
and license agreement with Amgen to develop PDE10 inhibitors as human
therapeutics, including as a potential treatment for certain neurological and
psychiatric disorders. The collaboration will focus on the optimization of lead
compounds that the Company has identified and that have demonstrated
effectiveness in the selective inhibition of PDE10 activity in several animal
models.

Under the collaboration, Memory Pharmaceuticals will receive an upfront payment
of $5.0 million, and the Company could also receive significant milestone
payments for the successful achievement of research, development, approval and
sales events for compounds that progress under the collaboration. In addition,
Memory Pharmaceuticals is eligible to receive royalties that will increase with
increasing sales levels on worldwide sales of marketed products from the
collaboration. Over the next two years of the collaboration, Memory
Pharmaceuticals could receive research funding of $5.1 million.

"PDE10 is a very compelling target for treating certain central nervous system
disorders, and we are delighted to have Amgen as a partner in our effort to
aggressively pursue this target and address the pervasive unmet needs of
patients with these disorders," said Jim Sulat, President and Chief Executive
Officer of Memory Pharmaceuticals. "In addition, we believe this collaboration
is further validation of Memory Pharmaceuticals' solid discovery capabilities."

PDE10 is a class of phosphodiesterases that degrades cAMP and cGMP, molecules
that are responsible for improving the function of many different cells in the
body, including neurons. By inhibiting PDE10 activity, levels of cAMP and cGMP
are increased within neurons, and the ability of these neurons to function
properly is thereby improved. PDE10 has been shown to be present at high levels
in neurons in areas of the brain that are closely associated with many
neurological and psychiatric disorders.

ABOUT THE COMPANY

Memory Pharmaceuticals Corp., a biopharmaceutical company, is focused on
developing innovative drugs for the treatment of debilitating CNS disorders such
as Alzheimer's disease, schizophrenia, depression, vascular dementia, mild
cognitive impairment, Parkinson's disease and memory impairments
<PAGE>

associated with aging. For additional information, please visit our website at
http://www.memorypharma.com.

SAFE HARBOR STATEMENT

This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that are subject to risks and
uncertainties. All statements, other than statements of historical facts,
regarding management's expectations, beliefs, goals, plans or Memory
Pharmaceuticals' prospects, future financial position, future revenues and
projected costs should be considered forward-looking. Readers are cautioned that
actual results may differ materially from projections or estimates due to a
variety of important factors, including the risks and uncertainties associated
with: obtaining additional financing to support Memory Pharmaceuticals' R&D and
clinical activities and operations; Memory Pharmaceuticals' ability to enter
into and maintain collaborations with third parties for its drug development
programs; Memory Pharmaceuticals' dependence on its collaborations with Roche
and its license relationship with Bayer; conducting preclinical and clinical
trials of Memory Pharmaceuticals' drug candidates that demonstrate these
candidates' safety and effectiveness; obtaining regulatory approvals to conduct
clinical trials and to commercialize Memory Pharmaceuticals' drug candidates;
achieving milestones under Memory Pharmaceuticals' collaborations; Memory
Pharmaceuticals' dependence on third- party preclinical or clinical research
organizations, manufacturers and consultants; and protecting the intellectual
property developed by or licensed to Memory Pharmaceuticals. These and other
risks are described in greater detail in Memory Pharmaceuticals' filings with
the Securities and Exchange Commission. Memory Pharmaceuticals may not actually
achieve the goals or plans described in its forward-looking statements, and
investors should not place undue reliance on these statements. Memory
Pharmaceuticals disclaims any intent or obligation to update any forward-looking
statements as a result of developments occurring after the date of this press
release.

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