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-



                     [*] CONFIDENTIAL TREATMENT IS REQUESTED



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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");



                     [*] CONFIDENTIAL TREATMENT IS REQUESTED



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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



                     [*] CONFIDENTIAL TREATMENT IS REQUESTED



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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).



                     [*] CONFIDENTIAL TREATMENT IS REQUESTED



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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.



                     [*] CONFIDENTIAL TREATMENT IS REQUESTED



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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

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