X0202 4/A 2006-12-18 2006-11-13 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 165 MASON STREET, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 Common Stock 2006-12-18 4 X 0 1346349 1.11 A 7433896 I By Biomedical Value Fund, L.P. Common Stock 2006-12-18 4 X 0 1146890 1.11 A 6332579 I By Biomedical Offshore Value Fund, Ltd. On December 18, 2006, upon the issuer receiving shareholder approval to complete the sale, Biomedical Value Fund, L.P. ("BMVF") used its own funds to purchase an additional 1,346,349 shares of Common Stock of the issuer. BMVF now owns in the aggregate 7,433,896 shares of Common Stock of the issuer. Also on December 18, 2006, upon the issuer receiving shareholder approval to complete the sale, Biomedical Offshore Value Fund, Ltd. ("BOVF") used its own funds to purchase an additional 1,146,890 shares of Common Stock. BOVF now owns in the aggregate 6,332,579 shares of Common Stock of the issuer. 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, Senior Managing Member 2007-01-23 /s/ Dr. Jeffrey R. Jay 2007-01-23