X0201 3 2004-04-05 0 0001062216 MEMORY PHARMACEUTICALS CORP MEMY 0001283968 WESTEND SA GRAND RUE 105 L1661 LUXEMBURG N4 00000 LUXEMBOURG 0 0 1 0 0001053906 ARTAL GROUP S A 135 E 57TH ST NEW YORK NY 10022 0 0 1 0 0001218180 ARTAL INTERNATIONAL SA 0 0 1 0 0001259382 ARTAL SERVICES N V 0 0 1 0 Series C Convertible Preferred Stock Common Stock 398608 I See Footnote Series D Convertible Preferred Stock Common Stock 155023.5 I See Footnote The Series C and Series D Convertible Preferred Stock are exercisable immediately and have no expiration date. These shares will automatically convert into Common Stock upon the close of the Issuer's initial public offering. Each share of Series C Convertible Preferred Stock is convertible into .3559 shares of Common Stock. The reported securities are held of record by Artal Services N.V. Artal Services N.V. is a subsidiary of Artal International S.A., which is a subsidiary of Artal Group S.A., which is a subsidiary of Westend S.A. Consequently, Westend S.A., Artal Group S.A. and Artal International S.A. may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be beneficial owners of the reported securities. Each share of Series D Convertible Preferred Stock is convertible into .3333 shares of Common Stock. See Joint Filer Information Statements in Exhibit 99.1 Westend S.A. By: /s/ Pascal Minne, Director 2004-04-05