Exhibit 10.8 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT. THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE COMMISSION. LICENSE AGREEMENT between Bayer AG D-51368 Leverkusen Germany - hereinafter...License Agreement • March 17th, 2004 • Memory Pharmaceuticals Corp • Pharmaceutical preparations
RECITALSLease • December 23rd, 2003 • Memory Pharmaceuticals Corp
EXHIBIT 10.23 AGREEMENT, dated as of December 18, 2003 (this "Agreement"), among MEMORY PHARMACEUTICALS CORP., a Delaware corporation (the "Company"), DR. ERIC KANDEL (the "Consultant") and the other signatories hereto (the "Stockholders")...Agreement • March 17th, 2004 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
BASIC LEASE PROVISIONSLease Agreement • December 23rd, 2003 • Memory Pharmaceuticals Corp
EXHIBIT 4.6Registration Rights Agreement • December 23rd, 2003 • Memory Pharmaceuticals Corp • New York
RECITALSLease • December 23rd, 2003 • Memory Pharmaceuticals Corp
UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2004 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • New York
EXHIBIT 4.5 FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT made as of September 11, 2003 by and among (i) Memory Pharmaceuticals Corp., a Delaware corporation (the "Company"), (ii)...Rights Agreement • December 23rd, 2003 • Memory Pharmaceuticals Corp • Delaware
EXHIBIT 10.21 CONSULTING AGREEMENT CONSULTING AGREEMENT, dated as of April 1,1998 the ("Effective Date") entered into by and between Memory Pharmaceuticals Corp., a Delaware corporation (the "Company"), and Eric R. Kandel, M.D., an Investigator of the...Consulting Agreement • February 3rd, 2004 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
EXHIBIT A TO NOTICE OF GRANT MEMORY PHARMACEUTICALS CORP. Stock Option Agreement Under 2004 Stock Incentive Plan Section 1. Grant of Option. (a) This Stock Option Agreement (the "Agreement") evidences the grant by Memory Pharmaceuticals Corp., a...Stock Option Agreement • September 16th, 2004 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
WITNESSETH:Consulting Agreement • February 3rd, 2004 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
As of January 5, 1998 Dr. Axel Unterbeck 205 Wildwood Madison, CT 06443 Re: Employment Agreement Dear Dr. Unterbeck: This letter is to confirm our understanding with respect to (i) your employment by Memory Pharmaceuticals, Inc. (the "Company"), (ii)...Memory Pharmaceuticals Corp • December 23rd, 2003 • Massachusetts
EXHIBIT 10.8 LICENSE AGREEMENT between Bayer AG D-51368 Leverkusen Germany - hereinafter referred to as "Bayer" - and Memory Pharmaceuticals Corporation 100 Philips Parkway Montvale, New Jersey 07645 U.S.A. - hereinafter referred to as "Memory" -...License Agreement • December 23rd, 2003 • Memory Pharmaceuticals Corp
Exhibit 10.40 AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT This AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT ("Amendment") is executed to be effective this 28th day of February 2005, by and between Memory Pharmaceuticals Corp. ("Memory"), and F....Strategic Alliance Agreement • March 31st, 2005 • Memory Pharmaceuticals Corp • Pharmaceutical preparations
INTRODUCTIONCollaboration and License Agreement • March 31st, 2006 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • New York
Exhibit 10.24 Amendment to Employment Agreement, dated as of February 27, 2004 (this "Agreement"), among Memory Pharmaceuticals Corp., a Delaware corporation (the "Company") and Axel Unterbeck (the "Executive") The Executive and the Company entered...Employment Agreement • March 17th, 2004 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • New Jersey
LETTERHEAD]Letter Agreement • February 14th, 2008 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • New Jersey
We are pleased to offer you this restated employment agreement, which updates and replaces your employment agreement of February 8, 2006, as amended on November 13, 2006 and February 6, 2007, in order to address changes in federal tax law. The Board of Directors (the “Board”) and management team of Memory Pharmaceuticals Corp. (the “Company”) look forward to continuing to work with you, and are confident that you will continue to contribute significantly to the value of our organization.
Form of Amendment to the Investor Rights Agreement dated as of April 1, 2004 (this "Amendment"), among Memory Pharmaceuticals Corp. and the investors set forth on the signature page hereto (the "Investors") A. The Company and the Investors entered...Investor Rights Agreement • April 2nd, 2004 • Memory Pharmaceuticals Corp • Pharmaceutical preparations
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2003 • Memory Pharmaceuticals Corp • New Jersey
AGREEMENT AND PLAN OF MERGER dated as of November 25, 2008 among MEMORY PHARMACEUTICALS CORP., HOFFMANN-LA ROCHE INC. and 900 NORTH POINT ACQUISITION CORPORATIONAgreement and Plan of Merger • November 25th, 2008 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 25, 2008, among MEMORY PHARMACEUTICALS CORP., a Delaware corporation (the “Company”), HOFFMANN-LA ROCHE INC., a New Jersey corporation (“Parent”), and 900 NORTH POINT ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
STOCK PURCHASE AGREEMENT by and among MEMORY PHARMACEUTICALS CORP. and THE PURCHASERS LISTED THEREIN DATED AS OF JUNE 18, 2007 [*] Confidential Treatment is RequestedStock Purchase Agreement • July 23rd, 2007 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • Maryland
This Stock Purchase Agreement, dated as of June 18, 2007 (this “Agreement”), between Memory Pharmaceuticals Corp., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 21st, 2007 • Memory Pharmaceuticals Corp • Pharmaceutical preparations
This Second Amendment to Loan and Security Agreement is entered into as of June 18, 2007 (the “Second Amendment”), by and between Hercules Technology Growth Capital, Inc. (“Lender”) and Memory Pharmaceuticals Corp. (“Borrower”).
Amendment No. 2 to Collaboration and License AgreementCollaboration and License Agreement • March 28th, 2008 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • New York
This Amendment No. 2 to Collaboration and License Agreement (“Amendment”) is made effective as of February 8, 2008 (“Amendment Date”) by and between Memory Pharmaceuticals Corp., a Delaware corporation (“Memory”) and Amgen Inc., a Delaware corporation (“Amgen”).
AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • August 14th, 2007 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • New Jersey
This AGREEMENT, having a date of June 18, 2007, is made by and among, on the one hand, F.HOFFMANN-LA ROCHE LTD, a Swiss corporation having its principal place of business at Grenzacherstrasse 124, CH-4070, Basel, Switzerland and HOFFMANN-LA ROCHE INC., a New Jersey corporation, having its principal place of business at 340 Kingsland Street, Nutley, New Jersey 07110 (“Roche”) 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”).
LETTERHEAD]Letter Agreement • February 11th, 2008 • Memory Pharmaceuticals Corp • Pharmaceutical preparations
We are pleased to offer you this restated employment agreement, which updates and replaces your employment agreement of September 3, 2004, as amended on February 6, 2007, in order to address changes in federal tax law. The Board of Directors (the “Board”) and management team of Memory Pharmaceuticals Corp. (the “Company”) look forward to continuing to work with you, and are confident that you will continue to contribute significantly to the value of our organization.
CONSULTING AGREEMENTConsulting Agreement • November 15th, 2004 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • New Jersey
This Agreement is being made and entered into this 2nd day of July, 2004, by and between Memory Pharmaceuticals Corp. (the “Company”), and James E. Barrett, Ph.D. (“Consultant”).
DEVELOPMENT AGREEMENTDevelopment Agreement • December 23rd, 2005 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • New York
This Development Agreement (this “Agreement”) is entered into as of December 19, 2005 (the “Effective Date”) by and between MEMORY Pharmaceuticals Corp., a Delaware corporation (“MEMORY”), with offices at 100 Philips Parkway, Montvale, New Jersey 07645, and The Stanley Medical Research Institute, a nonprofit organization (“SMRI”), having offices at 5430 Grosvenor Lane, Suite 200, Bethesda, Maryland 20814.
Dear Stockholder:Memory Pharmaceuticals Corp • December 3rd, 2008 • Pharmaceutical preparations
We are pleased to inform you that on November 25, 2008, Memory Pharmaceuticals Corp. (“Memory”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hoffmann-La Roche Inc., a New Jersey corporation (“Roche”), and 900 North Point Acquisition Corporation, a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of Roche.
STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • December 3rd, 2008 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This Stockholder Tender and Support Agreement dated as of November 25, 2008 (this “Agreement”) is among each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”) and HOFFMANN-LA ROCHE INC., a New Jersey corporation (“Parent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, 900 NORTH POINT ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and MEMORY PHARMACEUTICALS CORP., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2006 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • New Jersey
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 17th day of February 2006 by and between Memory Pharmaceuticals Corp., a Delaware Corporation (the “Company”), and Tony Scullion (hereinafter referred to as “you” or “your”). This Agreement shall supersede your prior Employment Agreement with the Company dated July 2, 2001 and the amendments thereof dated August 6, 2001 and March 4, 2002.
February 27, 2006Memory Pharmaceuticals Corp • March 3rd, 2006 • Pharmaceutical preparations
Memory Pharmaceuticals Corp. 100 Philips Parkway Montvale, New Jersey 07645 Phone: (201) 802-7100 Fax: (201) 802-7190 www.memorypharma.com February 19, 2008 Mr. Vaughn M. Kailian [address] Dear Vaughn:Memory Pharmaceuticals Corp • March 28th, 2008 • Pharmaceutical preparations • New Jersey
The following sets forth our agreement relating to your serving on an interim basis as the Interim President and Chief Executive Officer of Memory Pharmaceuticals Corp. (the “Company”).
FIRST AMENDMENT TO AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT (NICOTINIC ALPHA-7 PROGRAM)Strategic Alliance Agreement • May 15th, 2007 • Memory Pharmaceuticals Corp • Pharmaceutical preparations
This FIRST AMENDMENT TO AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT (NICOTINIC ALPHA-7 PROGRAM) (this “Amendment”) is executed to be effective this 30th day of March, 2007, by and among Memory Pharmaceuticals Corp. (“Memory”), and F. Hoffmann-La Roche Ltd. and Hoffmann-La Roche Inc. (together, “Roche”).
FOURTH AMENDMENT TO AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT (NICOTINIC ALPHA-7 PROGRAM)Strategic Alliance Agreement • November 14th, 2008 • Memory Pharmaceuticals Corp • Pharmaceutical preparations
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”).
SECOND AMENDMENT TO AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT (NICOTINIC ALPHA-7 PROGRAM)Strategic Alliance Agreement • August 14th, 2007 • Memory Pharmaceuticals Corp • Pharmaceutical preparations
This SECOND AMENDMENT TO AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT (NICOTINIC ALPHA-7 PROGRAM) (this “Amendment”) is executed to be effective this 18th day of June, 2007, by and among Memory Pharmaceuticals Corp. (“Memory”), and F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (together, “Roche”).
