Contract

Exhibit 10.2

Waiver and Third Amendment to Investor Rights Agreement, dated as of September 21, 2005 (this “Amendment”), among Memory Pharmaceuticals Corp. (the “Company”) and the investors set forth on the signature page hereto (the “Investors”)

The Company and the Investors entered into a Fourth Amended and Restated Investor Rights Agreement dated as of September 11, 2003, as amended by an Agreement dated as of December 18, 2003, among the Company, Dr. Xxxx Xxxxxx and the Investors, an Amendment dated as of March 15, 2004 among the Company and the Investors and an Amendment dated as of April 1, 2004 (the “Investor Rights Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Investor Rights Agreement.

On April 4, 2004, the Company completed an Initial Public Offering and in connection therewith each share of outstanding Preferred Stock was converted into shares of Common Stock. The Company is considering entering into one or more transactions in which it would offer and sell equity or equity-linked securities by private placement in accordance with the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Private Placement”). It is expected that following the closing of the Private Placement, the Company will file a registration statement (the “Resale Registration Statement”) with the Securities and Exchange Commission for the resale from time to time of the securities issued in connection with the Private Placement.

The Company and the Investors wish to amend the Investor Rights Agreement in certain respects to (i) reflect the occurrence of the Initial Public Offering, (ii) waive the application of certain rights of the Investors, and (iii) make other conforming changes.

The Company and the Investors hereby agree as follows:

1. Amendments to Investor Rights Agreement.

(a) The definition of “Registrable Securities” included in Section 1.3 of the Investor Rights Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

“Registrable Securities” shall mean (i) shares of Common Stock issued pursuant to the conversion of the Preferred Stock or issued or issuable pursuant to the exercise of the Warrant; and (ii) any shares of Common Stock or other securities issued or issuable with respect to such shares of Common Stock, the Preferred Stock or the Warrant by reason of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, sale of assets or similar event, excluding in any event securities that (a) have been registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering them or (b) may be publicly sold in any 90 day period pursuant to Rule 144 or any successor exemption under the Securities Act. Wherever reference is made in this Agreement to a request or consent of holders of a certain percentage of Registrable Securities, the determination of such percentage shall be calculated on the basis of shares of Common Stock issued or issuable upon exercise of the Warrant even if such exercise has not been effected.

(b) Section 4.12 of the Investor Rights Agreement is hereby deleted in its entirety.

(c) Section 8.3 of the Investor Rights Agreement is hereby amended by deleting Section 8.3 in its entirety and replacing it with the following:

“8.3 Modifications and Amendments. This Agreement may not be amended or modified, and no provision hereof may be waived, without the written consent of the Company and the holders of at least a majority of the outstanding Registrable Securities with respect to which the provisions of this Agreement have not terminated pursuant to Section 8.13.”

(d) The Investor Rights Agreement is amended by adding a new Section 8.13 as follows:

“8.13 Termination of Rights. Each Investor’s rights, and the rights of each other holder of Registrable Securities, under this Agreement shall terminate with respect to such Investor or holder of Registrable Securities upon the earlier to occur of: (x) the date at which all Registrable Securities held by such holder (and its affiliates, partners, former partners, members and former members) may be publicly sold in any 90 day period pursuant to Rule 144 or any successor exemption under the Securities Act and (y) September 11, 2008.”

2. Waiver of Registration Rights. The Investors hereby waive, on behalf of each holder of Registrable Securities, all of such holders’ rights under Section 4.4 of the Investor Rights Agreement with respect to the Resale Registration Statement and the inclusion of any or all of such holders’ Registrable Securities in the Resale Registration Statement.

3. Agreement in Full Force and Effect. Except as specifically amended by this Amendment, the Investor Rights Agreement remains in full force and effect. Wherever the terms of this Amendment and the Investor Rights Agreement conflict, this Amendment controls. All references in the Investor Rights Agreement to “this Agreement” shall mean the Investor Rights Agreement, as amended hereby.

4. Effective Date. This Amendment shall become effective upon execution by the Company and the holders of at least two-thirds of the outstanding Registrable Securities (recognizing that such Registrable Securities constitute at least two-thirds of the shares of Common Stock issued upon conversion of the Preferred Stock outstanding immediately prior to the Initial Public Offering).

5. Counterparts. This Amendment may be delivered by facsimile and executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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In witness whereof, the undersigned have executed this Amendment to the Investor Rights Agreement as of the date first above written.

Company:		Memory Pharmaceuticals Corp. By:/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx Title: President and Chief Executive Officer

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Investors:			Alta California Partners II L.P.
		By: Alta California Management Partners II,
		LLC, Its General Partner
		By:			/s/ Xxxx Xxxxxxx
		Name:			Xxxx Xxxxxxx
		Title:			Member
		Alta Embarcadero Partners II LLC
		By:			/s/ Xxxxxx Xxxxxx
		Name:			Xxxxxx Xxxxxx
		Title:			Under Power of Attorney

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Investors:			Finsbury Worldwide Pharmaceutical trust
		By: /s/ Xxxxxx X. Xxxxx
		Name:			Xxxxxx X. Xxxxx
		Title:
		Xxxxx Xxxxx Worldwide Health Sciences
		Portfolio
		By: /s/ Xxxxxx X. Xxxxx
		Name:			Xxxxxx X. Xxxxx
		Title:

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Investors:			GIMV
		By: /s/ Dick Beevsaert
		Name:			Dick Beevsaert
		Title:			Chief Legal Officer
		By: /s/ Xxxxxxx Van Beneden
		Name:			Xxxxxxx Van Beneden
		Title:			Executive Vice-President

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Investors:		GLSLP Investment LTD
		By: /s/ Xxxxxxxxxxx Xxxxxxxx
		Name: Xxxxxxxxxxx Xxxxxxxx
		Title: Authorised Signatory for Trafalgar
		Representatives Ltd, Director of GLS
		LP Investment 1 Limited
		By: /s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Authorised Signatory for Trafalgar
		Representatives Ltd, Director of GLS
		LP Investment 1 Limited

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Investors:			Healthcare Ventures V L.P.
		By: /s/ Xxxxxxx Xxxxxxxxx
		Name:			Xxxxxxx Xxxxxxxxx
		Title: Administrative Partner of HealthCare
		Partners V, L.P., The General Partner
		of HealthCare Ventures V, L.P.

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Investors:		Xxxxxxxx-Xx Xxxxx Inc.
		By: /s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Vice President

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Investors:			MC Life Science Ventures, Inc.
		By:			/s/ Tsunehiko Yamagibara
		Name: Tsunehiko Yamagibara
		Title: President

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Investors:			Medica II Investment (Israel) LP
		By: /s/ Xx. X. Xxxxxx
		Name:			Xx. X. Xxxxxx
		Title: General Partner
		Medica II Investment International, LP
		By: /s/ Xx. X. Xxxxxx
		Name: Xx. X. Xxxxxx
		Title:			General Partner
		Medica II Investments (P.F.) (Israel) L.P.
		By: /s/ Xx. X. Xxxxxx
		Name: Xx. X. Xxxxxx
		Title: General Partner

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Investors:			Oxford Bioscience Partners II L.P.
		By: OBP Management II L.P.
		By: /s/ Xxxxxxxx Xxxxxxx
		Name:			Xxxxxxxx Xxxxxxx
		Title:
		Oxford Bioscience Partners (Bermuda) II Limited
		Partnership
		By: OBP Management II (Bermuda) Limited
		Partnership
		By: /s/ Xxxxxxxx Xxxxxxx
		Name:			Xxxxxxxx Xxxxxxx
		Title:
		Oxford Bioscience Partners (Adjunct) II LP
		By: OBP Management II L.P.
		By: /s/ Xxxxxxxx Xxxxxxx
		Name:			Xxxxxxxx Xxxxxxx
		Title:
		Oxford Bioscience Partners (GS-Adjunct) II LP
		By: OBP Management II L.P.
		By: /s/ Xxxxxxxx Xxxxxxx
		Name:			Xxxxxxxx Xxxxxxx
		Title:
		Oxford Bioscience Partners II (Annex) LP
		By: OBP Management II L.P.
		By: /s/ Xxxxxxxx Xxxxxxx
		Name:			Xxxxxxxx Xxxxxxx
		Title:

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Investors:		Rho Management Trust II
		By: Rho Capital Partners, Inc., Investment
		Advisors
		By: /s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Attorney In Fact

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Investors:		S.R. One Limited
		By: /s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: Vice President & Secretary

Investors: Venrock Associates } By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx } Title: General Partner } Venrock Associates II, L.P. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx } Title: General Partner } Venrock Entrepreneuers Fund, L.P. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Member Investors:			Venrock Associates
		By: /s/ Xxxxxxx X. Xxxxx
		Name:			Xxxxxxx X. Xxxxx
		Title:			General Partner
		Venrock Associates II, L.P.
		By: /s/ Xxxxxxx X. Xxxxx
		Name:			Xxxxxxx X. Xxxxx
		Title:			General Partner
		Venrock Entrepreneuers Fund, L.P.
		By: /s/ Xxxxxxx X. Xxxxx
		Name:			Xxxxxxx X. Xxxxx
		Title: Member

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