##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
   FORM 10-K/A Amendment No. 1
 Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2004
 Commission File Number 000-50642   MEMORY PHARMACEUTICALS CORP.  Delaware
(State of incorporation)
    
    04-3363475
(I.R.S. Employer
identification number)
 100 Philips Parkway
Montvale, New Jersey 07645
(201) 802-7100
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices) Securities registered pursuant to Section 12(b) of the Act:
NoneSecurities registered pursuant to Section 12(g) of the Act:
Common Stock $0.001 par value Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. þ Yes o No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. þ Indicate by checkmark whether the registrant is an accelerated filer (as defined in Exchange
Act Rule 12b-2): o Yes þ No The aggregate market value of the voting stock held by non-affiliates of the registrant
as of June 30, 2004 was approximately $137,988,587 (based on the last reported sale price on the
NASDAQ National Market on that date). The number of shares outstanding of the registrants common
stock as of April 25, 2005 was 20,771,442. The registrant does not have any non-voting stock
outstanding. DOCUMENTS INCORPORATED BY REFERENCE None




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MEMORY PHARMACEUTICALS CORP. 2004 FORM 10-K/A ANNUAL REPORT
 TABLE OF CONTENTS PART III
    
    
    
    
    3Item 10.
    
    Directors and Executive Officers of the Registrant
    
    
    3Item 11.
    
    Executive Compensation
    
    
    6Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Equity
    
    
    13Item 13.
    
    Certain Relationships and Related Transactions
    
    
    15Item 14.
    
    Principal Accountant Fees and Services
    
    
    16PART IV
    
    
    
    
    17Item 15.
    
    Exhibits and Financial Statement Schedules
    
    
    17EX-31.1 CERTIFICATIONEX-31.2 CERTIFICATIONEX-32.1 CERTIFICATION




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EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (Amendment) amends the Registrants Annual Report
on Form 10-K for the year ended December 31, 2004, as filed by the Registrant with the Securities
and Exchange Commission on March 31, 2005 (the Report), and is being filed solely to replace Part
III, Item 10 through Item 14. The reference on the cover of the Report to the incorporation by
reference to the Registrants Definitive Proxy Statement into Part III of the Report is hereby
amended to delete that reference. Except as stated above, this Amendment does not update any of the disclosures in the Report to
reflect events which occurred after the filing of the Report with the SEC nor does it amend any
information included in the Report. 
 PART III 
 Item 10. Directors and Executive Officers of the Registrant. The following table sets forth our directors and executive officers, their ages and the
positions they hold: Name
    
    Age
    
    PositionJonathan Fleming
    
    
    47
    
    
    Chairman of the Board of DirectorsTony Scullion
    
    
    53
    
    
    President, Chief Executive Officer and DirectorDavid A. Lowe, Ph.D.
    
    
    58
    
    
    Chief Scientific Officer and DirectorJoseph M. Donabauer
    
    
    42
    
    
    Vice President, Controller and Treasurer(Principal Financial and Accounting Officer)Jzaneen Lalani
    
    
    32
    
    
    Vice President, Legal Affairs and Corporate SecretaryGardiner F.H. Smith
    
    
    43
    
    
    Vice President, Business DevelopmentAnthony B. Evnin, Ph.D.
    
    
    64
    
    
    DirectorWalter Gilbert, Ph.D.
    
    
    73
    
    
    DirectorRobert I. Kriebel
    
    
    62
    
    
    DirectorMichael E. Meyers
    
    
    37
    
    
    DirectorPeter F. Young
    
    
    55
    
    
    Director
 Information Concerning Directors Directors Whose Terms Expire in 2005  Class I Directors Robert I. Kriebelhas served as one of our directors since December 2004. From 2002 to
2005, Mr. Kriebel was Senior Vice President and Chief Financial Officer of Neose Technologies,
Inc., a biopharmaceutical company. From 1991 through 1999, he held various positions at U.S.
Bioscience, Inc., most recently as Executive Vice President, Chief Financial Officer and Director.
From 1974 to 1990, Mr. Kriebel held various positions with Aventis Inc. (formerly Rhone-Poulenc
Rorer Inc.). From 1987 to 1990, he was Vice President and Controller of Armour Pharmaceutical
Company, a subsidiary of Rorer Group Inc. In 1986, Mr. Kriebel was Vice President-Investor
Relations of Rorer Group Inc. and from 1979 to 1985, he was Treasurer of Rorer Group Inc. Mr.
Kriebel has a B.S. in economics from Roanoke College. Michael E. Meyershas served as one of our directors since March 2002. Mr. Meyers has served
as a Managing Partner of Trivium Capital Management LLC, a money management firm in New York since
May 2002. From 2000 to 2003, Mr. Meyers served as a Managing Director and Partner of Global
Biomedical Partners, a life sciences venture capital firm. From 1997 to 2000, Mr. Meyers served as
Director, Biotechnology and Pharmaceutical Investment Banking at Merrill Lynch & Co. From 1993 to
1997, Mr. Meyers served as Vice President, Health Care Investment Banking at Cowen & Company. Mr.
Meyers holds an A.B. in Biology from Brandeis University and a Master of Public Health in Health
Policy and Management with Highest Honors from Columbia University. Directors Whose Terms Expire in 2006  Class II Directors Anthony B. Evnin, Ph.D.has served as one of our directors since December 1998. Since
1975 he has served as a general partner of Venrock Associates and other Venrock venture capital
partnerships. Dr. Evnin serves as a director of Icagen, Inc, a biopharmaceutical company focused
on the development of small molecule drugs that target ion channels, and 3




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Renovis, Inc., a biopharmaceutical company developing drugs to treat neurological diseases and
disorders. Dr. Evnin is also a member of the board of directors of several private companies. Dr.
Evnin holds an A.B. from Princeton University and a Ph.D. in Chemistry from Massachusetts Institute
of Technology. David A. Lowe, Ph.D.has served as our Chief Scientific Officer since October 2004 and as one
of our directors since April 2005. From 2002 to 2004, Dr. Lowe served as Executive Vice President
and Chief Scientific Officer at Fidelity Biosciences Group, a division of Fidelity Investments,
where he was responsible for evaluating private equity investment opportunities in early- and
mid-stage biopharmaceutical companies, focusing primarily on companies that target central nervous
system diseases. During this time, Dr. Lowe also served as President and Chief Executive Officer
of EnVivo Pharmaceuticals Inc., a drug-discovery company financed by Fidelity Biosciences. From
2000 to 2002, Dr. Lowe served as Vice President and Therapeutic Area Head, Central Nervous System
at Roche Bioscience. From 1995 to 2000, Dr. Lowe served as Vice President and Global Head of
Central Nervous System Research, Pharmaceutical Division at Bayer AG. Dr. Lowe is the
author/co-author of more than fifty scientific publications and is listed as an inventor on several
pending patent applications. Dr. Lowe received his B.Sc. (Hons.) from the University of Bristol in
1967 and his Ph.D. in Neurobiology from the University of Leeds in 1972. Peter F. Younghas served as one of our directors since September 2004. Mr. Young has over 25
years experience in senior commercial, general management, and development positions in the global
pharmaceutical industry. Since 1999, Mr. Young has served as President and Chief Executive Officer
of AlphaVax, Inc., a biotechnology company that is developing a novel vaccine technology. From
1985 to 1999, Mr. Young was with Glaxo Wellcome, where he led the growth of Glaxos HIV portfolio,
first as Vice-President, HIV & Opportunistic Infection Therapeutic Development & Product Strategy
and then as Vice-President, HIV & Hepatitis, Global Commercial Development. He previously held
various management positions with Abbott International and Glaxo, both internationally and in the
United States. Mr. Young holds a B.A and a Master of Business Administration from Indiana
University. Directors Whose Terms Expires in 2007  Class III Directors Jonathan J. Flemingis one of our co-founders and has served as the Chairman of our Board
of Directors since January 1998. Mr. Fleming is the Managing Partner of Oxford Bioscience
Partners, a venture capital firm specializing in life science technology. Prior to joining Oxford
Bioscience in 1996, he served as a Founding Partner of MVP Ventures in Boston, Massachusetts. Mr.
Fleming is a member of the board of directors of Imcor Pharmaceutical Co. (formerly Photogen
Technologies, Inc.), a specialty pharmaceutical company focused on developing medical imaging
pharmaceutical products. He is also chairman of the board of directors of BioProcessors
Corporation and Dynogen Corporation, which are privately-held corporations and is a director of
eight other privately-held companies, including Leerink Swann & Company, a Boston-based investment
bank specializing in health care companies. Mr. Fleming is a Trustee of the Museum of Science in
Boston and is a Senior Lecturer at MITs Sloan School of Management. Mr. Fleming holds a B.A. from
the University of California, Berkeley and a Masters in Public Administration from Princeton
University. Walter Gilbert, Ph.D.is one of our co-founders and has served as one of our directors and as
a member of our Scientific Advisory Board since our inception. Since 2002, Dr. Gilbert has served
as a managing director and general partner of BioVentures Investors II, a venture capital firm.
Since 1985, Dr. Gilbert has also served as the Carl M. Loeb University Professor at Harvard
University. Dr. Gilbert was awarded the Nobel Prize in Chemistry in 1980 for his contributions to
the development of DNA sequencing methodology. He was a founder of Biogen, Inc. and its Chairman
and CEO from 1981 to 1985. Dr. Gilbert was also a co-founder of Myriad Genetics, Inc., where he
has been a director since 1992 and is currently its Vice-Chairman of the Board of Directors. Dr.
Gilbert also serves as a director of TransKaryotic Therapies Inc., a biopharmaceutical company
focused on developing products for the treatment of rare diseases, and six privately-held
companies. He has held professorships at Harvard University in the departments of Physics,
Biophysics, Biology, Biochemistry and Molecular Biology, and Molecular and Cellular Biology. Among
other honors he was elected a Member of the National Academy of Science in 1976. Tony Scullionhas served as our Chief Executive Officer and as one of our directors since
September 2001 and as our President since April 2005. From 1993 to 2001, Mr. Scullion served as
Vice President and Head, Global Business Development at GlaxoWellcome PLC and its predecessor,
Glaxo PLC. Mr. Scullion served as a member of the Management Committee and the Commercial
Operations Committee at GlaxoWellcome PLC. From 1979 to 1993, Mr. Scullion was at Pfizer Inc. and
his positions included Executive Director, Strategic Planning and Operations, Japan. In addition,
while at Pfizer he led a staff responsible for international pre-launch planning and launch and
post-launch strategic marketing. He also held operational and line management positions with
responsibility for businesses in Asia Pacific and served as the head of the marketing division of
the United Kingdom business. Prior to his position with Pfizer, Mr. Scullion spent four years at
HoechstRoussel AG, which is now part of Aventis Pharmaceuticals Inc., where he held various
management 4




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positions. Mr. Scullion started his career with Pfizer Inc. in discovery research. Mr. Scullion
holds a B.Sc. in Physiology from the University of London and a Masters of Science in Pharmacology
and is a Member of the Chartered Institute of Marketing. Mr. Scullion is also a member of the
board of directors of Dynogen Pharmaceuticals, Inc., a privately-held
corporation, and a member of the Board of Directors of the Biotechnology
Council of New Jersey. Information Concerning Executive Officers Joseph M. Donabauerhas served as our Vice President and Controller and Principal
Financial Officer since December 2004. Since May 2002, he has served as our Controller and since
December 2003, he has served as our Principal Accounting Officer. From February 1999 to January
2002, Mr. Donabauer held senior financial management positions at Genzyme Biosurgery (formerly
Biomatrix Incorporated), including Controller of the New Jersey operations. Prior to joining
Genzyme, Mr. Donabauer held financial management positions at General Signal (now SPX Corp.),
Hoffman-La Roche and Reckitt & Colman (now Reckitt Benckiser). Jzaneen Lalanihas served as our Vice President, Legal Affairs since June 2004. From February
2003 to May 2004, Ms. Lalani was a member of the Corporate and Commercial Law Group at Kronish Lieb
Weiner & Hellman LLP, where she worked with privately held and publicly traded companies on
transactions including mergers and acquisitions, financings and securities offerings. From October
1999 to February 2003, Ms. Lalani was a member of the Business & Technology Group at Brobeck
Phleger & Harrison LLP, where her practice also included represented emerging growth companies and
newly-public companies. Ms. Lalani received her B.Sc. in 1993 from Queens University in Ontario,
her LL.B. in 1996 from the University of Victoria, in British Columbia, and her Master of
International Affairs and her Masters of Law from Columbia University in 1999. Ms. Lalani is
admitted to the British Columbia Bar and the New York Bar. Gardiner F.H. Smithhas served as our Vice President of Business Development since January
2002. From September 1997 until December 2001, Mr. Smith held a number of positions with Human
Genome Sciences, with his last position being Executive Director, Business Development. From April
1995 to August 1997, Mr. Smith served as Director of International Licensing at GlaxoWellcome PLC.
Mr. Smith received his B.A. in Chemistry from the University of North Carolina at Chapel Hill in
1983 and his J.D. from North Carolina Central University in 1992. Audit Committee and Audit Committee Financial Expert We have an Audit Committee, currently comprised of Messrs. Kriebel (Chairman) and Young
and Drs. Gilbert and Evnin. Our Board of Directors has determined that each of the members of the
Audit Committee is an independent director as defined in Rule 4200(a)(15) of the National
Association of Securities Dealers listing standards and that Mr. Kriebel is an audit committee
financial expert, as such term is defined in Item 401(h) of Regulation S-K. Procedure for Submission of Director Nominees by Stockholders The Nominating Committees policy is to consider prospective director nominations
properly submitted by a stockholder. Our Amended and Restated By-laws provide that any stockholder
of record who is entitled to vote for the election of directors may nominate persons for election
as directors only if timely, written notice in proper form is received by our Corporate Secretary
at 100 Philips Parkway, Montvale, New Jersey 07645. To be timely and in proper form under our
Amended and Restated By-laws, the notice must be received in writing by our Corporate Secretary at
our principal executive offices no later than the date which is 90 calendar days prior to the
anniversary date of the preceding years annual meeting, nor earlier than the date which is 120
calendar days prior to the anniversary date. The stockholders notice must contain prescribed
information about the proponent and each prospective director nominee, including such information
about each prospective director nominee as would have been required to be included in a proxy
solicitation pursuant to Regulation 14A of the Securities Exchange Act of 1934, had the prospective
director nominee been nominated by the Board of Directors. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors,
and persons who beneficially own more than ten percent of a registered class of our equity
securities to file reports of beneficial ownership of common stock (Forms 3, 4, and 5) with the
SEC. Officers, directors, and greater-than-ten percent stockholders are required to furnish us
with copies of all such forms that they file. 5




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To our knowledge, based solely on our review of the copies of Forms 3, 4 and 5, and amendments
thereto, received by us during or with respect to the year ended December 31, 2004, all filings
applicable to our officers, directors, greater-than-ten percent stockholders and other persons
subject to Section 16 of the Securities Exchange Act of 1934, were timely. Code of Ethics We have adopted a code of ethics as defined by applicable rules of the SEC and the
Nasdaq Stock Market, which is applicable to our principal executive officer, principal financial
officer, principal accounting officer/controller and other senior financial and reporting persons
and our directors. This code is publicly available on our website at www.memorypharma.com under the
Investors  Code of Ethics captions. If we make any amendments to the code of ethics for our
senior officers, financial and reporting persons or directors (other than technical,
administrative, or other non-substantive amendments), or grant any waivers, including implicit
waivers, from a provision of this code to such persons, we will disclose the nature of the
amendment or waiver, its effective date and to whom it applies on our website or in a report on
Form 8-K filed with the SEC. 
 Item 11. Executive Compensation. SUMMARY COMPENSATION TABLE The following table provides certain summary information concerning the compensation
earned for each of the last three years by our Chief Executive Officer and each of our four other
most highly compensated executive officers who were serving as executive officers as of December
31, 2004. Mr. Keane, our former Chief Financial Officer, is also included in the table because he
would have been among our four most highly compensated executive officers as of December 31, 2004.
We refer to the officers (and former officers) listed in the table below collectively as our Named
Executive Officers. Long-TermAnnual Compensation
    
    CompensationOther Annual
    
    Securities
    
    All OtherSalary
    
    Bonus(*)
    
    Compensation
    
    Underlying
    
    CompensationName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    Options
    
    ($)Tony ScullionPresident and
Chief Executive Officer
    
    
    2004
2003
2002
    
    
    
    414,302
376,823
365,603
    
    
    
    118,675
195,000
175,000
    
    
    40,406
383,341
190,114
    (1)(3)(4)

    

    
65,657
394,894
    
    
    14,530
14,530
164,870
    (2)(2)(5)David A. Lowe, Ph.D.Chief Scientific Officer(6)
    
    
    2004
    
    
    
    83,769
    
    
    77,844

(7)
    
    1,523
    (8)
    

    150,000

    
    
    83,455
    (9)Gardiner F. H. SmithVice President,
Business Development
    
    
    2004
2003
2002
    
    
    
    217,137
201,119
181,654
    
    
    
    52,294
65,000
85,000
    
    
    2,898
2,898

    (10)(10)

    

    35,000
4,333
108,333
    
    
    

100,000
(11)Joseph DonabauerVice President and
Controller(12)
    
    
    2004
2003
    
    
    
    143,572
118,169
    
    
    
    37,500
9,775
    
    
    5,387

    (13)

    

    25,900
350

    
    
    

Axel J. Unterbeck, Ph.D.Former President(14)
    
    
    2004
2003
2002
    
    
    
    374,240
349,934
339,505
    
    
    
    59,491
155,000
150,000
    
    
    18,822
194,054
5,000
    (15)(16)(17)

    

    
35,192
315,915
    
    
    

Dennis M. KeaneFormer Chief Financial
Officer(18)
    
    
    2004
    
    
    
    224,552
    
    
    
    25,000
    
    
    
    
    
    135,000
    (19)
    
    
   *       Unless otherwise noted, amounts in the Bonus column generally represent bonuses
attributable to performance in the stated fiscal year. Bonuses are paid in the next
following fiscal year. 6




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(1)
    
    Represents $9,467 in employer-paid disability insurance premiums, $13,859 in
an automobile allowance, $10,930 in employer-paid tax preparation fees, and $6,150
in 401(k) employer matching contributions.(2)
    
    Represents $14,530 in insurance premiums for a life insurance policy.(3)
    
    Represents $200,000 in loan forgiveness, $156,824 in tax payment
reimbursements, $9,467 in employer-paid disability insurance premiums, and $10,800
in an automobile allowance. In January 2003, Mr. Scullion was issued a stock award
of 8,333 shares of common stock that was valued at $6,250.(4)
    
    Represents $100,000 in loan forgiveness and $90,114 in tax payment
reimbursements.(5)
    
    Represents $150,340 for reimbursement of relocation and temporary housing
expenses and $14,530 in insurance premiums for a life insurance policy.(6)
    
    Dr. Lowes employment with us commenced in October 2004.(7)
    
    Includes a one-time bonus of $50,000, as set forth in his employment
agreement.(8)
    
    Represents $1,523 of matching contributions under our 401(k) plan.(9)
    
    Represents $58,418 for reimbursement of relocation and temporary housing
expenses and a $25,037 gross-up payment for taxes incurred by Dr. Lowe in connection
with this reimbursement.(10)
    
    Represents employer-paid disability insurance premiums.(11)
    
    Represents $74,895 for reimbursement of relocation and temporary housing
expenses and a $25,105 gross-up payment for taxes incurred by Mr. Smith in
connection with this reimbursement.(12)
    
    Mr. Donabauer became an executive officer in December 2003.(13)
    
    Represents a matching contribution under our 401(k) plan.(14)
    
    Dr. Unterbeck resigned as our President effective April 1, 2005.(15)
    
    Represents $5,736 in value of Dr. Unterbecks personal use of a Memory
Pharmaceuticals vehicle, $6,936 in employer-paid disability insurance premiums, and
$6,150 of matching contributions under our 401(k) plan.(16)
    
    Represents $100,000 in loan forgiveness, $78,954 in tax payment
reimbursements, $5,396 in value of Dr. Unterbecks personal use of a Memory Pharmaceuticals vehicle and $4,704 in
employer-paid disability premiums. In January 2003, Dr. Unterbeck was issued a
stock award of 6,666 shares of common stock that was valued at $5,000.(17)
    
    Represents the value of Dr. Unterbecks personal use of a Memory
Pharmaceuticals vehicle.(18)
    
    Mr. Keane served as our Chief Financial Officer from January 6, 2004 to
December 24, 2004.(19)
    
    On the effective date of Mr. Keanes resignation, we cancelled the unvested
portion of these stock options, which represented stock options to purchase 111,875
shares of our common stock. 7




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##### Table of Contents



STOCK OPTION GRANTS DURING THE YEAR-ENDED DECEMBER 31, 2004 The following table provides summary information concerning the individual grants of
stock options to purchase shares of our common stock to each of our Named Executive Officers for
the year ended December 31, 2004. Options granted before April 8, 2004 were granted under our 1998
Employee, Director and Consultant Stock Option Plan (the 1998 Equity Plan) and options granted
after April 8, 2004 were granted under our 2004 Stock Incentive Plan. The exercise price of
options granted under our 1998 Equity Plan was established by our Board of Directors on the date of
grant, and each option was issued at the estimated fair market value on the date of the grant based
upon a number of considerations, including the pricing of private sales of our equity securities,
company-specific events, economic trends, the then current financing environment and the rights and
preferences of our preferred stock relative to our common stock. The exercise price of options
granted under our 2004 Stock Incentive Plan was the fair market value of our common stock on the
date of grant. OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 2004 Individual Grants% of TotalNumber of
    
    
    Options
    
    
    
    
    
    
    
    
    
    
    Potential Realizable Value atShares
    
    
    Granted to
    
    
    Exercise
    
    
    
    
    
    
    Assumed Annual Rates ofUnderlying
    
    
    Employees
    
    
    Price Per
    
    
    
    
    
    
    Stock Price Appreciation forOptions
    
    
    in Fiscal
    
    
    Share
    
    
    Expiration
    
    
    Option Term(2)Name
    
    Granted
    
    
    Year(1)
    
    
    ($)
    
    
    Date
    
    
    5%
    
    
    10%Tony Scullion
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David A. Lowe, Ph.D.
    
    
    150,000
    
    
    
    11.69
    
    
    
    6.98
    
    
    
    09/30/2014
    
    
    
    658,453
    
    
    
    1,668,648Gardiner F.H. Smith
    
    
    35,000
    
    
    
    2.73
    
    
    
    7.81
    
    
    
    07/23/2014
    
    
    
    171,908
    
    
    
    435,650Joseph Donabauer
    
    
    25,900
    
    
    
    2.02
    
    
    
    9.82
    
    
    
    05/04/2014
    
    
    
    159,952
    
    
    
    405,349Axel J. Unterbeck, Ph.D.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dennis M. Keane
    
    
    100,000
    (3)
    
    
    7.79
    
    
    
    2.70
    
    
    
    03/24/2005
    
    
    
    870,226
    (4)
    
    
    1,545,620
    (4)35,000
    (3)
    
    
    2.73
    
    
    
    7.81
    
    
    
    03/24/2005
    
    
    
    171,908
    
    
    
    435,650
   (1)
    
    During the year ended December 31, 2004, we granted our employees options to
purchase an aggregate of 1,278,368 shares of our common stock .(2)
    
    The potential realizable value is calculated based upon the term of the
option at its time of grant. It is calculated assuming that the stock price on
the date of grant appreciates at the indicated annual rate, compounded annually
for the entire term of the option, and that the option is exercised and sold on
the last day of its term for the appreciated stock price. SEC rules specify the
5% and 10% assumed annual rates of compounded stock price appreciation, which do
not represent our estimate or projection of our future common stock prices.
Actual gains, if any, on stock option exercises depend on the future performance
of our common stock and overall stock market conditions. The amounts reflected
in the table above may not necessarily be achieved.(3)
    
    On the effective date of Mr. Keanes resignation, we cancelled the
unvested portion of these stock options, which represented stock options to
purchase 111,875 shares of our common stock.(4)
    
    Amounts represent assumed rates of appreciation in value of our common
stock from our initial public offering price of $7.00. 8




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##### Table of Contents



AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
 The following table provides information as of December 31, 2004 concerning the number
and value of exercised and unexercised options held by each of our Named Executive Officers. Value of UnexercisedNumber of Shares Underlying
    
    
    In-the-Money Options atShares
    
    
    Value
    
    
    Unexercised Options at Fiscal
    
    
    December 31, 2004(2)Acquired on
    
    
    Realized
    
    
    Year End
    
    
    ($)Name
    
    Exercise (#)
    
    
    ($)(1)
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Exercisable
    
    
    UnexercisableTony Scullion
    
    
    48,000
    
    
    
    231,809
    
    
    
    516,833
    
    
    
    193,626
    
    
    
    2,236,593
    
    
    
    882,176David A. Lowe, Ph.D.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    0
    
    
    
    0Gardiner F.H. Smith
    
    
    
    
    
    
    
    
    
    
    77,248
    
    
    
    70,417
    
    
    
    324,585
    
    
    
    181,845Joseph Donabauer
    
    
    5,245
    
    
    
    26,591
    
    
    
    3,758
    
    
    
    25,996
    
    
    
    2,381
    
    
    
    15,232Axel J. Unterbeck,
Ph.D.
    
    
    29,117
    
    
    
    141,764
    
    
    
    328,739
    
    
    
    130,708
    
    
    
    1,435,870
    
    
    
    595,179Dennis M. Keane
    
    
    
    
    
    
    
    
    
    
    23,125
    
    
    
    
    
    
    
    49,125
    
    
    
    0
   (1)
    
    The value realized was calculated based on the market price of the
purchased shares on the exercise date, less the applicable option exercise price per
share, multiplied by the number of shares underlying the option.(2)
    
    The value of unexercised in-the-money options was calculated based on the
closing selling price per share of our common stock on the NASDAQ National Market on
December 31, 2004, $5.32, less the option exercise price per share, multiplied by the
number of shares underlying the option. Director Compensation The non-employee members of our Board of Directors are reimbursed for travel, lodging and
other reasonable expenses incurred in attending Board or committee meetings. In addition, our
non-employee directors receive cash compensation for their service on the Board and its committees
as described below. All quarterly fees are payable at the end of each calendar quarter. Board of Directors Each of our non-employee directors receives a quarterly fee of $3,000. Our Chairman also
receives an additional $3,000 per calendar quarter. Each of our non-employee directors also
receives $1,000 for each regular or special Board of Directors meeting attended by such director in
person, or $500 for each regular or special Board of Directors meeting attended by such director by
teleconference. Audit Committee The Chairman of our Audit Committee also receives an additional $5,000 per calendar quarter
and each member of the Audit Committee receives an additional $2,500 per calendar quarter, plus an
additional $2,000 for each regular or special Audit Committee meeting attended by such member in
person, or $1,000 for each regular or special Audit Committee meeting attended by such member by
teleconference. Compensation Committee The Chairman of our Compensation Committee also receives an additional $2,500 per calendar
quarter and each member of the Audit Committee receives an additional $625 per calendar quarter,
plus an additional $1,000 for each regular or special Compensation Committee meeting attended by
such member in person, or $500 for each regular or special Compensation Committee meeting attended
by such member by teleconference. 9




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##### Table of Contents



Nominations Committee The Chairman of our Nominations Committee also receives an additional $1,250 per calendar
quarter and each member of the Audit Committee receives an additional $250 per calendar quarter,
plus an additional $500 for each regular or special Nominations Committee meeting attended by such
member in person, or $250 for each regular or special Nominations Committee meeting attended by
such member by teleconference. Option Grants Our 2004 Stock Incentive Plan provides a Formula Option Grant program for non-employee
directors. Pursuant to this program, upon joining our Board of Directors, a non-employee director
receives a stock option grant to purchase 20,000 shares of our common stock at an exercise price
equal to the fair market value on that date (the Initial Grant). The Initial Grant vests over
three years, with the first 33% vesting on the first anniversary of the grant date and the
remainder vesting every three months thereafter. In addition, our non-employee directors receive
an additional automatic stock option grant to purchase 10,000 shares of our common stock at an
exercise price equal to the fair market value on that date (the Subsequent Grant) if the
non-employee director has served on our Board of Directors for at least six months prior to our
annual meeting of stockholders. The Subsequent Grant will vest in one installment on the first
anniversary of the grant date. Each director who served as such on the effective date of our initial public offering,
automatically received a stock option grant to purchase 20,000 shares of our common stock at the
fair market on that date. The stock option vests over three years, with the first 33% vesting on
the first anniversary of the grant date and the remainder vesting every three months thereafter. Executive Employment Agreements We have employment agreements with each of Tony Scullion, David A. Lowe, Ph.D., Gardiner
F.H. Smith, Joseph M. Donabauer, and Jzaneen Lalani. In addition, we had employment agreements
with Dennis M. Keane and Axel J. Unterbeck, Ph.D., however, in connection with their respective
resignations, their employment agreements were terminated. We entered into a Consulting Agreement
with Mr. Keane that terminated on February 15, 2005 and a Separation Agreement and Consulting
Agreement with Dr. Unterbeck that will terminate on September 30, 2005. A summary of the material
terms of our agreements with our current and former executives is provided below. Tony Scullion We have an employment agreement with Mr. Scullion that has an unspecified term. Under this
agreement, Mr. Scullion is entitled to an initial base salary of $350,000 per year, a one-time
signing bonus of $100,000, a one-time payment of $40,000 to reimburse his former employer for costs
associated with a life insurance policy on his life payable to his designated beneficiaries and an
initial stock option grant of 367,133 shares of our common stock, which vests quarterly over four
years. Under this agreement, Mr. Scullion is also eligible to receive annual bonus payments which
depend on our performance and his individual performance, in each case as determined by our Board
of Directors. In addition to our standard benefits package, we pay the current premium of
approximately $14,000 per year on a life insurance policy on his life payable to his designated
beneficiaries. In the event that we terminate Mr. Scullions employment without cause or he
terminates his employment with good reason, he is entitled to receive 12 months severance, based
on his then-current base salary, payable over the 12-month period following termination, plus
continued health coverage for one year (less, during the last six months, any amounts earned for
services rendered by Mr. Scullion to, and any health insurance otherwise available through, a new
employer). In addition, upon any such termination of employment, he will be entitled to accelerated
vesting of 25% of his then-unvested stock options. Under the agreement, we provided Mr. Scullion
with an interest free loan in the amount of $300,000 for the purchase of a home. In addition, we
agreed to pay a gross-up amount to Mr. Scullion upon forgiveness of all or any portion of the loan
for his tax liability resulting from the loan forgiveness. The remaining loan balance was forgiven
in December 2003. David A. Lowe, Ph.D. We have an employment letter agreement with Dr. Lowe that has an unspecified term. Under this
agreement, Dr. Lowe is entitled to an initial base salary of $330,000, a one-time bonus of $50,000
(the One-time Bonus) to be paid within 30 days following Dr. Lowes commencement of employment
with us and an initial stock option grant for 150,000 shares of our common stock, vesting over two
years in quarterly installments. In the first quarter of 2005, Dr. Lowe received an additional
stock option grant for 100,000 shares of our common stock, which will vest over four years in
quarterly 10




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##### Table of Contents



installments. Dr. Lowe is also entitled to receive annual bonus payments that depend on our
performance and his individual performance, in each case as determined by our Board of Directors.
In the event that we terminate Dr. Lowes employment without cause, he is entitled to receive 12
months severance, based on his then-current base salary, payable over the 12-month period
following termination, plus continued health coverage for one year (less, during the last six
months, any amounts earned for services rendered by Dr. Lowe to, and any health insurance otherwise
available through, a new employer). Under this agreement Dr. Lowe is entitled to reimbursement for
relocation expenses up to $150,000, including a gross-up payment for taxes incurred by him in
connection with this payment (the Relocation Allowance). If Dr. Lowe resigns or we terminate his
employment for Cause (as defined in the employment letter agreement) within eighteen months of his
start date with us, he will be required to repay the One-time Bonus and the Relocation Allowance. Joseph M. Donabauer We have an employment agreement with Mr. Donabauer that has an unspecified term. Under this
agreement, Mr. Donabauer is entitled to an initial base salary of $180,000. Mr. Donabauer is also
entitled to receive annual bonus payments that depend on our performance and his individual
performance, in each case, as determined by our Board of Directors. In the event that we terminate
Mr. Donabauers employment without cause, he is entitled to receive 12 months severance, based on
his then-current base salary, payable over the 12-month period following termination,
plus continued health coverage for one year (less, during the last six months, any amounts
earned for services rendered by Mr. Donabauer to, and any health insurance otherwise available
through, a new employer). Jzaneen Lalani We have an employment agreement with Ms. Lalani that has an unspecified term. Under this
agreement, Ms. Lalani is entitled to an initial base salary of $190,000 and an initial stock option
grant for 50,000 shares of our common stock, vesting over four years in quarterly installments.
Ms. Lalani is also entitled to receive annual bonus payments that depend on our performance and her
individual performance, in each case, as determined by our Board of Directors. In the event that
we terminate Ms. Lalanis employment without cause, she is entitled to receive 12 months
severance, based on her then-current base salary, payable over the 12-month period following
termination, plus continued health coverage for one year (less, during the last six months, any
amounts earned for services rendered by Ms. Lalani to, and any health insurance otherwise available
through, a new employer). Gardiner F.H. Smith We have an employment agreement with Mr. Smith that has an unspecified term. Under this
agreement, Mr. Smith is entitled to an initial base salary of $195,000, a one-time signing bonus of
$25,000, which must be repaid if Mr. Smith terminates his employment within the first 12 months, an
initial stock option grant for 46,666 shares of our common stock, which vests over four years in
quarterly installments, and an additional stock option grant to purchase 45,000 shares of our
common stock, which also vests in quarterly installments over four years. Under this agreement, Mr.
Smith is entitled to receive annual bonus payments that depend on our performance and his
individual performance, in each case as determined by our Board of Directors. In the event that we
terminate Mr. Smiths employment without cause, he is entitled to receive 12 months severance,
based on his then-current base salary, payable over the 12-month period following termination, plus
continued health coverage for one year (less, during the last six months, any amounts earned for
services rendered by Mr. Smith to, and any health insurance otherwise available through, a new
employer). Under this agreement, we reimbursed Mr. Smith for $100,000 of expenses related to
relocation, including a gross-up payment for taxes incurred by him in connection with this payment. Axel J. Unterbeck, Ph.D. Dr. Unterbeck resigned as our President effective April 1, 2005. Dr. Unterbeck entered into a
Separation Agreement and a related Consulting Agreement (collectively, the Separation Agreement)
with us, effective as of April 1, 2005, and pursuant to which he is providing consulting services
to us for a period of six months (the Term), unless the Consulting Agreement is earlier
terminated. Pursuant to the terms of the Separation Agreement, Dr. Unterbeck will be compensated
at the rate of $12,000 per month and at the end of the Term, will be entitled to receive a bonus of
$25,000 as consideration for and conditioned upon his execution and delivery to us of a final
release. During the Term, we will also reimburse Dr. Unterbeck for all reasonable home office
expenses and will provide him with continued health coverage, pay the premiums on his executive
disability insurance, pay any professional dues that become due and payable and permit him to
continue using a vehicle leased by us. In addition, pursuant to the Separation Agreement, the
exercise period for certain of Dr. Unterbecks stock options, vested as of his resignation date,
was extended from three months post-termination to twelve months post-termination. 11




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##### Table of Contents



Dennis M. Keane We entered into a Consulting Agreement, dated as of December 14, 2004 and effective as of
December 24, 2004, with Mr. Keane, pursuant to which he provided consulting services to us until
February 15, 2005. Mr. Keane received $14,238 for his services. Compensation Committee Interlocks and Insider Participation From January 1, 2004 through December 16, 2004, the Compensation Committee of the Board
of Directors was comprised of the following members: Dr. Alix Marduel and Messrs. Fleming and
Meyers. On December 16, 2004, Dr. Marduel resigned from our Board of Directors and Dr. Tony Evnin
replaced her as a member of the Compensation Committee. During the year ended December 31, 2004,
no interlocking relationship existed between the members of our Compensation Committee and the
board of directors or compensation committee of any other company. 12




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information known to us with respect to the beneficial
ownership of our common stock as of April 27, 2005 by (1) each of our directors, (2) each of our
Named Executive Officers, (3) all of our directors and executive officers as a group, and (4) each
person (or group of affiliated persons) known by us to be the beneficial owner of more than 5% of
our common stock. Beneficial ownership and percentage ownership are determined in accordance with the rules of
the SEC. This information does not necessarily indicate beneficial ownership for any other
purpose. Under these rules, the number of shares of common stock deemed outstanding includes
shares issuable upon exercise of options and warrants held by the respective person or group, which
may be exercised or converted within 60 days of April 27, 2005. For purposes of calculating each
persons or groups percentage ownership, stock options and warrants exercisable within 60 days of
April 27, 2005 are included for that person or group but not the stock options or warrants of any
other person or group. Percentage of beneficial ownership is based on 20,771,442 shares of common
stock outstanding as of April 27, 2005. Unless otherwise indicated and subject to applicable community property laws, to our
knowledge, each stockholder named in the following table possesses sole voting and investment power
over the shares listed, except for those jointly owned with that persons spouse. Unless otherwise
noted below, the address of each person listed on the table is c/o Memory Pharmaceuticals Corp.,
100 Philips Parkway, Montvale, New Jersey 07645. Name of Beneficial Owner
    

Shares Beneficially Owned*Number
    
    
    PercentOf Shares
    
    
    (%)DirectorsJonathan Fleming (1) (11)
    
    
    1,842,145
    
    
    
    8.87Anthony B. Evnin, Ph.D. (2) (12)
    
    
    1,303,757
    
    
    
    6.27Walter Gilbert, Ph.D. (3)
    
    
    139,932
    
    
    
    *Robert I. Kriebel
    
    
    
    
    
    
    David A. Lowe, Ph.D. (4)
    
    
    43,749
    
    
    
    *Michael E. Meyers (5)
    
    
    6,600
    
    
    
    *Tony Scullion (6)
    
    
    590,392
    
    
    
    2.78Peter F. Young
    
    
    
    
    
    
    Named Executive OfficersGardiner F.H. Smith (7)
    
    
    99,539
    
    
    
    *Joseph M. Donabauer (8)
    
    
    8,189
    
    
    
    *Axel J. Unterbeck, Ph.D. (9)
    
    
    554,464
    
    
    
    2.63Dennis M. Keane
    
    
    
    
    
    
    All directors and executive
officers as a group (11 persons) (10)
    
    
    4,046,803
    
    
    
    18.87Five Percent StockholdersOxford Bioscience Partners (11)
    
    
    1,835,545
    
    
    
    8.84Venrock Associates (12)
    
    
    1,297,157
    
    
    
    6.24AXA (13)
    
    
    1,157,750
    
    
    
    5.57Biotech Value Fund, L.P. (14)
    
    
    1,038,433
    
    
    
    4.99
   *
    
    Represents less than 1%.(1)
    
    Includes 6,600 shares of common stock issuable to Mr. Fleming upon the
exercise of options vested as of 60 days following April 26, 2005.(2)
    
    Includes 6,600 shares of common stock issuable to Anthony B. Evnin, Ph.D. upon
the exercise of options vested as of 60 days following April 26, 2005.(3)
    
    Includes 6,600 shares of common stock issuable to Walter Gilbert, Ph.D. upon
the exercise of options vested as of 60 days following April 26, 2005. Also includes
66,666 shares of common stock issued to Dr. Gilbert and 66,666 shares of common stock
issued to Celia Gilbert, the wife of Dr. Gilbert. 13




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##### Table of Contents



(4)
    
    Represents 43,749 shares of common stock issuable to David A. Lowe upon the
exercise of options vested as of 60 days following April 26, 2005.(5)
    
    Represents 6,600 shares of common stock issuable to Michael E. Meyers upon the
exercise of options vested as of 60 days following April 26, 2005.(6)
    
    Includes 103,556 shares of common stock issued to Tony Scullion and currently
exercisable options to purchase 486,836 shares of common stock issuable to Mr. Scullion
upon the exercise of options vested as of 60 days following April 26, 2005.(7)
    
    Represents 99,539 shares of common stock issuable to Gardiner F.H. Smith upon
the exercise of options vested as of 60 days following April 26, 2005.(8)
    
    Includes 100 shares of common stock issued to Joseph M. Donabauer and 8,089
shares of common stock issuable to Mr. Donabauer upon the exercise of options vested as
of 60 days following April 26, 2005.(9)
    
    Includes 209,317 shares of common stock issued to Axel J. Unterbeck, Ph.D. and
currently exercisable options to purchase 345,147 shares of common stock issuable to
Dr. Unterbeck.(10)
    
    Includes: Messrs. Fleming, Kriebel, Meyers, Scullion, Young, Smith and
Donabauer, Drs. Evnin, Gilbert and Lowe, and Ms. Jzaneen Lalani.(11)
    
    Based on a Schedule 13G filed with the SEC on February 14, 2005 (the Oxford
13G), by Oxford Bioscience Partners II L.P. (OBP II), Oxford Bioscience Partners
(Bermuda) II Limited Partnership (OBP Bermuda II), Oxford Bioscience Partners
(Adjunct) II L.P. (OBP Adjunct II),Oxford Bioscience Partners (GS-Adjunct) II L.P.
(OBP GS-Adjunct II),Oxford Bioscience Partners II (Annex) L.P. (OBP Annex II).
According to the Oxford 13G, OBP II is the owner of record of 357,715 shares, OBP
Bermuda II is the owner of record of 267,844 shares, OBP Adjunct II is the owner of
record of 100,306 shares, OBP GS-Adjunct II is the owner of record of 352,679 shares
and OBP Annex II is the owner of record of 757,001 shares. By virtue of their
relationship as affiliated limited partnerships, whose sole general partners share
individual general partners, OBP II, OBP Adjunct II, OBP GS-Adjunct II, OBP Annex II
and OBP Bermuda II may be deemed to share voting power and the power to direct the
disposition of the shares of Common Stock which each partnership owns of record. OBP
Management II (as the general partner of OBP II, OBP Adjunct II, OBP GS-Adjunct II and
OBP Annex II), OBP Management Bermuda II (as the general partner of OBP Bermuda II) and
OBP Bermuda II Ltd. (as the corporate general partner of OBP Management Bermuda II) may
also be deemed to own beneficially the shares of OBP II, OBP Adjunct II, OBP GS-Adjunct
II, OBP Annex II and OBP Bermuda II. Messrs. Fleming, Edmund M. Olivier, Cornelius T.
Ryan and Alan G. Walton (the Individual General Partners) are general partners of
both OBP Management II and OBP Management Bermuda II. Therefore, each of the
Individual General Partners may be deemed to own beneficially the shares held by OBP
II, OBP Adjunct II, OBP GS-Adjunct II, OBP Annex II and OBP Bermuda II; however, each
Individual General Partner and each of the entities disclaims beneficial ownership of
these shares except any shares held directly of record. Oxford Bioscience Partners is
located at 222 Berkeley Street, Suite 1650, Boston, MA 02116.(12)
    
    Based on a Schedule 13G filed with the SEC on February 14, 2005 (the Venrock
13G) by Venrock Associates (Venrock), Venrock Associates II, L.P. (Venrock II),
and Venrock Entrepreneurs Fund, L.P. (Entrepreneurs Fund). According to the Venrock
13G, Venrock owns 535,523 shares, Venrock II owns 747,401 shares and Entrepreneurs Fund
owns 14,233 shares of our common stock. According to information provided by Venrock,
Venrock Management LLC (Management) is the general partner of Entrepreneurs Fund and
the members of Management are Dr. Evnin and Messrs. Michael C. Brooks, Eric S.
Copeland, Bryan E. Roberts, Ray A. Rothrock, Anthony Sun and Michael F. Tyrrell (each a
Managing Member and collectively, the Managing Members). According to information
provided by Venrock, each Managing Member is also a general partner of each of Venrock
and Venrock II. Management may be deemed to beneficially own the shares owned by
Entrepreneurs Fund and the Managing Members may be deemed to beneficially own the
shares owned by Venrock, Venrock II and Entrepreneurs Fund, however, each entity and
each Managing Member disclaims beneficial ownership of these shares except to the
extent of his or its proportionate pecuniary interests therein. Venrock Associates is
located at 30 Rockefeller Plaza, New York, New York 10112. 14




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##### Table of Contents



(13)
    
    Based on a Schedule 13G filed with the SEC on February 14, 2005, by AXA
Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance
Mutuelle (collectively, Mutuelles AXA), AXA and AXA Financial, Inc. AXA owns AXA
Financial, Inc. which owns several subsidiaries, including Alliance Capital Management
L.P. and which has sole power to vote and dispose of 1,157,750 of the shares.
Mutuelles AXA is located at 26, rue Drouot, 75009 Paris, France. AXA is located at 25,
avenue Matignon, 75008 Paris, France. AXA Financial, Inc. is located at 1290 Avenue of
the Americas, New York, New York 10104.(14)
    
    Based on a Schedule 13G filed with the Securities and Exchange Commission on
April 27, 2005 (the BVF 13G), by Biotechnology Value Fund, L.P. (BVF),
Biotechnology Value Fund II, L.P. (BVF2), BVF Investments, L.L.C. (Investments),
Investment 10, L.L.C. (ILL10), BVF Partners L.P. (Partners), and BVF Inc. (BVF
Inc.). According to the BVF 13G, BVF beneficially owns 313,233 shares, BVF2
beneficially owns 197,700 shares, Investments beneficially owns 477,000 shares, and ILL
10 beneficially owns 50,500 shares. Also according to the 13G, beneficial ownership by
Partners and BVF Inc. includes 1,038,433 shares. Pursuant to the operating agreement
of Investments, Partners is authorized to invest the funds of Ziff Asset Management,
L.P., the majority member of Investments, in the shares of our common stock and to vote
and exercise dispositive power over those shares. Partners and BVF Inc. share voting
and dispositive power over the shares of our common stock beneficially owned by BVF,
BVF2, Investments and those owned by ILL10, on whose behalf Partners acts as an
investment manager and, accordingly, Partners and BVF Inc. have beneficial ownership of
all of the shares of our common stock owned by such parties. The principal business
offices of Partners and BVF are located at 227 West Monroe Street, Suite 4800, Chicago,
Illinois 60606. Securities Authorized for Issuance Under Equity Compensation Plans For information regarding securities authorized for issuance under our equity
compensation plans, see Item 5 of our Annual Report on Form 10-K filed with the SEC on March 31,
2005. 
 Item 13. Certain Relationships and Related Transactions. During the last fiscal year, there has not been any transaction or series of similar
transactions to which we were or are a party in which the amount involved exceeded or exceeds
$60,000 and in which any of our directors or executive officers, any holder of more than 5% of any
class of our voting securities or any member of the immediate family of any of these persons had or
will have a direct or indirect material interest. 15




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##### Table of Contents



Item 14. Principal Accountant Fees and Services. In addition to retaining KPMG LLP (KPMG) to audit our financial statements, from time
to time, we engage KPMG to perform other services. The following table sets forth the aggregate
fees billed by KPMG in connection with the services rendered during the past two fiscal years. Type of Fee
    
    2003
    
    
    2004Audit Fees(1)
    
    $
    190,000
    
    
    $
    355,000Audit-Related Fees
    
    
    
    
    
    
    Tax Fees(2)
    
    $
    17,000
    
    
    $
    16,100All Other Fees
    
    
    
    
    
    
    Total Fees for Services Provided
    
    $
    207,000
    
    
    $
    371,100
   (1)
    
    Audit fees represent fees for professional services rendered for the audit
of our financial statements, review of interim financial statements and services
normally provided by the independent auditor in connection with regulatory filings,
including our Form S-1 filing for our initial public offering.(2)
    
    Tax Fees are fees for tax compliance, tax advice and tax planning. Pre-approval Policies and Procedures Our Audit Committee Charter provides that the Audit Committee shall preapprove all
services to be provided to the Company by KPMG. 16




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##### Table of Contents



PART IV 
 Item 15. Exhibits and Financial Statement Schedules. (c) Exhibits. The following
Exhibits are filed with this report
as indicated below. ExhibitNumber
    
    Description31.1
    
    Certification by the Chief Executive Officer pursuant
to Rule 13a-14(a) under the Securities Exchange Act of
1934.31.2
    
    Certification by the Principal Financial Officer pursuant
to Rule 13a-14(a) under the Securities Exchange Act of
1934.32.1
    
    Certification Pursuant to 18 USC. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
 17




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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
Memory Pharmaceuticals Corp. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Montvale, State of New Jersey, on this
29th day of April 2005. MEMORY PHARMACEUTICALS CORP.By:
    
    /s/ Tony ScullionTony Scullion
President and Chief Executive Officer
 18




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##### Table of Contents



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated. Signature
    
    Title
    
    Date/s/ Tony Scullion
    
    Chief Executive Officer, President
and Director (Principal Executive Officer)
    
    April 29, 2005Tony Scullion/s/ Joseph M. Donabauer
    
    Vice President & Controller
(Principal Accounting and Financial Officer)
    
    April 29, 2005Joseph M. Donabauer/s/ Jonathan Fleming
    
    Chairman of the Board of Directors
    
    April 29, 2005Jonathan Fleming/s/ David A. Lowe, Ph.D.
    
    Chief Scientific Officer and Director
    
    April 29, 2005David A. Lowe, Ph.D./s/ Anthony B. Evnin, Ph.D.
    
    Director
    
    April 29, 2005Anthony B. Evnin, Ph.D./s/ Walter Gilbert, Ph.D.
    
    Director
    
    April 29, 2005Walter Gilbert, Ph.D./s/ Robert I. Kriebel
    
    Director
    
    April 29, 2005Robert I. Kriebel/s/ Michael Meyers, MPH
    
    Director
    
    April 29, 2005Michael Meyers, MPH/s/ Peter F. Young
    
    Director
    
    April 29, 2005Peter F. Young
 19




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##### Table of Contents



Exhibit Index ExhibitNumber
    
    Description31.1
    
    Certification by the Chief Executive Officer pursuant
to Rule 13a-14(a) under the Securities Exchange Act of
1934.31.2
    
    Certification by the Principal Financial Officer pursuant
to Rule 13a-14(a) under the Securities Exchange Act of
1934.32.1
    
    Certification Pursuant to 18 USC. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
 20