X0202 4 2006-11-08 0 0001062216 MEMORY PHARMACEUTICALS CORP MEMY 0001281446 GREAT POINT PARTNERS LLC 165 MASON STREET 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001239607 JAY JEFFREY R GREAT POINT PARTNERS, LLC 2 PICKWICK PLAZA, SUITE 450 GREENWICH CT 06830 0 0 1 0 Common Stock 2006-11-08 4 X 0 809581 1.33 A 6087547 I By Biomedical Value Fund, L.P. Common Stock 2006-11-08 4 X 0 689643 1.33 A 5185689 I By Biomedical Offshore Value Fund, Ltd. Common Stock Warrant (Right to Buy) 1.33 2006-11-08 4 X 0 1656078 0 D 2006-10-16 2011-10-15 Common Stock 1656078 0 I By Biomedical Value Fund, L.P. Common Stock Warrant (Right to Buy) 1.33 2006-11-08 4 X 0 1410733 0 D 2006-10-16 2011-10-15 Common Stock 1410733 0 I By Biomedical Offshore Value Fund, Ltd. On November 8, 2006, Biomedical Value Fund, L.P. ("BMVF") exercised its Warrant in full through a cashless exercise whereby the Warrant was converted to 809,581 shares of Common Stock of the issuer. BMVF now owns in the aggregate 6,087,547 shares of Common Stock of the issuer. Also on November 8, 2006, Biomedical Offshore Value Fund, Ltd. ("BOVF") exercised its Warrant in full through a cashless exercise whereby the Warrant was converted to 689,643 shares of Common Stock of the issuer. BOVF now owns in the aggregate 5,185,689 shares of Common Stock of the issuer. The exercise price of each Warrant is set forth in column 4. Great Point Partners, LLC ("Great Point") is the investment manager of BMVF by virtue of such status may be deemed to be the beneficial owner of the shares held by BMVF. Dr. Jeffrey R. Jay, M.D., as senior managing member of Great Point ("Dr. Jay"), has voting and investment power with respect to the shares held by BMVF and may be deemed to be the beneficial owner of the shares held by BMVF. Great Point and Dr. Jay disclaim beneficial ownership of the shares held by BMVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities. Great Point is the investment manager of BOVF and by virtue of such status may be deemed to be the beneficial owner of the shares held by BOVF. Dr. Jay, as senior managing member of Great Point, has voting and investment power with respect to the shares held by BOVF and may be deemed to be the beneficial owner of the shares held by BOVF. Great Point and Dr. Jay disclaim beneficial ownership of the shares held by BOVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities. Great Point Partners, LLC by /s/ Dr. Jeffrey R. Jay 2006-11-10 /s/ Dr. Jeffrey R. Jay 2006-11-10