X0202 3 2005-12-31 0 0001062216 MEMORY PHARMACEUTICALS CORP MEMY 0001044321 MARXE AUSTIN W & GREENHOUSE DAVID M C/O SPECIAL SITUATIONS FUNDS 527 MADISON AVENUE, SUITE 2600 NEW YORK NY 10022 0 0 1 0 Common Stock 3044731 I By Limited Partnerships Warrants 2.22 2005-09-23 2010-09-22 Common Stock 1057755 I By Limited Partnerships This is a joint filing by Austin W. Marxe (Marxe) and David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Fund III QP, L.P. (QP), Special Situations Cayman Fund, L.P. (Cayman), Special Situations Private Equity Fund, LP (PE) and Special Situations Life Sciences Fund, L.P. (LS), respectively. 1,548,479 shares of Common Stock are held by QP, 421,053 shares of Common Stock are held by Cayman, 789,474 shares of Common Stock are held by PE and 285,725 shares of Common Stock are held by LS. The interest of Marxe and Greenhouse in the shares of Common Stock owned by QP, Cayman, PE and LS is limited to the extent of his pecuniary interest. This is a joint filing by Austin W. Marxe (Marxe) and David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Fund III QP, L.P. (QP), Special Situations Cayman Fund, L.P. (Cayman), Special Situations Private Equity Fund, LP (PE) and Special Situations Life Sciences Fund, L.P. (LS), respectively. 541,967 Warrants are held by QP, 147,368 Warrants are held by Cayman, 276,315 Warrants are held by PE and 92,105 Warrants are held by LS. The interest of Marxe and Greenhouse in the shares of Common Stock owned by QP, Cayman, PE and LS is limited to the extent of his pecuniary interest. Austin W. Marxe 2006-01-10 David M. Greenhouse 2006-01-10