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.
ContractWarrant Agreement • December 23rd, 2005 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • Maryland
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED TO THE EXTENT THAT AN OPINION IS REQUIRED PURSUANT TO THE AGREEMENT UNDER WHICH THE SECURITIES WERE ISSUED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2005 • Memory Pharmaceuticals Corp • Pharmaceutical preparations • Maryland
This Securities Purchase Agreement, dated as of December 19, 2005 (this “Agreement”), between Memory Pharmaceuticals Corp., a Delaware corporation (the “Company”), and The Stanley Medical Research Institute, a nonprofit organization (the “Purchaser”).
