Filed by Bowne Pure Compliance





Exhibit 10.2




FOURTH AMENDMENT TO

AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT

(NICOTINIC ALPHA-7 PROGRAM)




This FOURTH AMENDMENT TO AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT (NICOTINIC ALPHA-7
PROGRAM) (this “Amendment”) is effective as of the 15th day of July, 2008, by
and among Memory Pharmaceuticals Corp. (“Memory”), and F. Hoffmann-La Roche Ltd and
Hoffmann-La Roche Inc. (together, “Roche”).



WHEREAS, Memory and Roche have previously entered into an Amended and Restated Strategic
Alliance Agreement (Nicotinic Alpha-7 Program) (including its schedules, exhibits and appendices)
dated as of February 27, 2006, as amended on March 30, 2007, June 18, 2007 and January 14, 2008
(collectively, the “Agreement;” capitalized terms used herein and not otherwise defined
shall have the respective meanings given to them in the Agreement), which sets forth the parties’
rights, duties and obligations under the Agreement; and



WHEREAS, the parties wish to amend the Agreement and agree to the other provisions as set
forth herein.



NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the
receipt and sufficiency which are hereby acknowledged, the parties hereby agree that the Agreement
is hereby amended as follows:




	 	1.	 	Clinical Development. Notwithstanding the provisions of Sections 9.1,
7.2(d), Schedule 4 or any other provision of the Agreement to the contrary, the
parties hereby agree that after a Compound achieves [*], Roche (and not Memory) shall
conduct, [*], all Phase 1 clinical trials with respect thereto. In connection
therewith, Roche shall have full decision-making authority; provided that Roche shall
keep Memory informed regarding such activities.







	 	2.	 	Regulatory Filings. Notwithstanding the provisions of Section 9.2 or
any other provision of the Agreement to the contrary, Roche (and not Memory), at
Roche’s sole cost and expense, shall be responsible for the preparation and filing of
any regulatory applications and documents, including, for example, an Investigational
New Drug (IND) application (or foreign equivalent), with respect to each Compound that
has achieved [*]. In connection therewith, Roche shall have full decision-making
authority; provided that Roche shall keep Memory informed regarding such activities.







	 	3.	 	Supply. Notwithstanding the provisions of Section 10.1 or any other
provision of the Agreement to the contrary, (a) Roche (and not Memory), at Roche’s sole
cost and expense, shall be responsible for the manufacture of each Compound [*] with
respect thereto and thereafter, and (b) with regard to Memory Compound designated as
[*], Memory shall transfer ownership to Roche of active pharmaceutical ingredient and
drug product of [*] in the following quantities (and such additional quantities as
Memory determines in its sole discretion, provided






[*] CONFIDENTIAL TREATMENT IS REQUESTED




 


 









 





	 	 	 	that Memory shall use its good faith efforts to transfer ownership to Roche of such
additional quantities thereof that Memory does not intend to use): [*]; provided,
however that Roche shall be responsible (at its sole cost and expense) to arrange
for delivery thereof to Roche from the applicable third party location(s). Except
as specifically provided in the immediately preceding sentence, Memory shall have no
obligation to supply any Compound to Roche.







	 	4.	 	Joint Steering Committee. Notwithstanding the provisions of Section
7.2 or any other provision of the Agreement to the contrary, Memory has the right, but
not the obligation, to participate in the JSC and/or the Working Teams.







	 	5.	 	Certain Additional Activities. From and after conclusion of [*], Roche
(and not Memory), shall be responsible for monitoring the stability programs of the [*]
(including the final reports) described in [*] and [*]. In connection therewith, Roche
shall have full decision-making authority.







	 	6.	 	Diligence. Section 3.1 to the Agreement is hereby amended by deleting
the last two sentences of the first paragraph in their entirety.







	 	7.	 	Event Payments with Respect to Memory Products.






7.1.1. Exhibit C to the Agreement is hereby amended by deleting the below two
payments in their entirety (it being understood and agreed that any payment made by
Roche to Memory prior to the effective date of this Amendment shall not be refunded
to or creditable by Roche):




(a) the $[*] payment due by Roche to Memory upon [*] for any Indication; and




(b) the $[*] payment due by Roche to Memory upon [*] for any Indication.




7.1.2. Exhibit C to the Agreement is hereby amended by adding the following thereto:



	 	 	 
	Event	 	Payment (mio US$)
	[*]
	 	[*]







	 	8.	 	Event Payments with Respect to Collaboration Products. Exhibit D to
the Agreement is hereby amended by deleting the below two payments in their entirety:







(a) the $[*] payment due by Roche to Memory upon [*] for any Indication; and



[*] CONFIDENTIAL TREATMENT IS REQUESTED



 





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(b) the $[*] payment due by Roche to Memory upon [*] for any Indication.




	 	9.	 	Screening Patent Rights. Section 13.3 of the Agreement is hereby
deleted in its entirety. For the avoidance of doubt, it is understood and agreed that
Memory Patent Rights includes, without limitation, the Memory Patent Rights that relate
primarily to Memory’s screening technology for nicotinic alpha-7 agonists or allosteric
modulators which are listed in Exhibit J to the Agreement.







	 	10.	 	No Obligation. For the avoidance of doubt and notwithstanding any
provisions of the Agreement to the contrary, it is understood and agreed that (a)
Memory has no further duties or obligations pursuant to Sections 7.5, 9.1 or 9.2 or
Article 10 of the Agreement or any other obligations pursuant to the Agreement with
respect to research and development, regulatory filings, supply of Compounds or
participation in the JSC and/or Work Teams, and (b) the Strategic Alliance (including,
without limitation, the obligations of the parties to perform activities described in
the Workplan) has expired.






This Amendment, along with the Agreement, shall constitute the entire agreement between the Parties
with respect to the subject matter of the Agreement. All other terms of the Agreement shall remain
in full force and effect. To the extent that there are any inconsistencies between the terms of
the Agreement and the terms of this Amendment, the terms of this Amendment shall prevail in effect.
This Amendment may be executed by facsimile or pdf format and in any number of counterparts, each
of which shall be deemed an original but all of such together shall constitute one and the same
instrument.



[Signature block on the next page]



[*] CONFIDENTIAL TREATMENT IS REQUESTED




 


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IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to be effective as of the
day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MEMORY PHARMACEUTICALS
CORP.	 	 	 	HOFFMANN-LA ROCHE INC.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Vaughn M. Kailian
 

Name: Vaughn M. Kailian
	 	 	 	By:
	 	/s/ George W. Johnston
 

Name: George W. Johnston
	 	 	 	 	 	 
	 

	 	Title: President & CEO
	 	 	 	 	 	Title: Vice President	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	F. HOFFMANN-LA ROCHE LTD
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Christophe Carissimo
 

Name: Christophe Carissimo
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title: Global Licensing Director	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Melanie Frey Wick
 

Name: Dr. Melanie Frey Wick
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title: Authorized Signatory	 	 	 	 	 	 






[*] CONFIDENTIAL TREATMENT IS REQUESTED





 


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