Amendment to Collaboration and License Agreement between Memory Pharmaceuticals Corp. and F. Hoffmann-La Roche Ltd/Hoffmann-La Roche Inc.

Summary

This letter agreement amends a previous Collaboration and License Agreement dated July 29, 2002, between Memory Pharmaceuticals Corp. and F. Hoffmann-La Roche Ltd/Hoffmann-La Roche Inc. The amendment changes a specific event in the agreement related to the development of MEM1414, replacing the original milestone with new conditions involving protocol approval and notification or a decision to file an IND. All other terms of the original agreement remain unchanged. Both parties must sign to confirm acceptance of this amendment.

EX-10.11 18 y92465exv10w11.txt LETTER AGREEMENT Exhibit 10.11 [MEMORY LOGO] MEMORY PHARMACEUTICALS CORP. 100 Philips Parkway TONY SCULLION Montvale, New Jersey 07645 Chief Executive Officer Phone: (201) 802-7103 Fax: (201) 802-7190 E.mail ***@*** www.memorypharma.com October 22, 2003 F.Hoffmann-La Roche Ltd Grenzacherstrasse 124 CH-4070 Basel, Switzerland Attn: Legal Department Hoffmann-La Roche Inc. 340 Kingsland Street Nutley, NJ 07110 Attn: Corporate Secretary Dear Sirs: Reference is made to the Collaboration and License Agreement dated July 29, 2002 (the "Agreement") among F.Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (collectively "Roche") and Memory Pharmaceuticals Corp. ("Memory"). Memory and Roche desire to amend the Agreement as hereinafter set forth. In consideration of the mutual covenants and agreements contained herein, Roche and Memory hereby agree that the Agreement is hereby amended to delete the Event "JLT decides to file an IND for MEM1414" included in Section 4.1 of Article 4, and to replace it with the Event: "The earlier to occur of the following events: 1. both approval of the MAD protocol by the Institutional Review Board and written notification by the Roche development team to Memory and the JLT of Roche's decision to proceed with a MAD study (after the development team has met with Memory to review and discuss the results of the four-week tox study and SAD study), or 2. the JLT decides to file an IND for MEM1414." Except as amended by this letter, all of the terms and conditions of the Agreement shall remain in full force and effect. October 22, 2003 Page 2 If you are in agreement with the foregoing, please sign and return one copy of this letter. Very truly yours, MEMORY PHARMACEUTICALS CORP. By: /s/ Tony Scullion ------------------------------------ Name: Tony Scullion Title: C.E.O. Agreed to this ---- day of October, 2003 F. HOFFMANN-LA ROCHE LTD By: /s/ B. Bulzon ----------------------------------- Name: B. Bulzon Title: Exec Vice President By: /s/ D. Schaffner ----------------------------------- Name: D. Schaffner Title: V.P. Licensing HOFFMANN-LA ROCHE INC. By: /s/ Dennis E. Burns ---------------------------------- Name: Dennis E. Burns Title: Vice President Global Head of Business Development