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Published on 10/5/2006 in the Prospect News Biotech Daily and Prospect News PIPE Daily.

New Issue: Memory Pharmaceuticals secures $31.3 million from stock sale

By Sheri Kasprzak

New York, Oct. 5 - Memory Pharmaceuticals Corp. will settle a $31,302,000 private placement with Great Point Partners and MPM Capital, among other investors.

The company intends to sell 28.2 million shares at $1.11 each to the investors. The share price represents a 2.6% discount to the company's $1.14 closing stock price on Wednesday.

The investors also will receive warrants for 7.1 million shares, exercisable at $1.33 each.

The placement is set to close in at least two tranches with the first - for $26.7 million -- set to settle on Oct. 16. The closing of the second tranche is subject to shareholder approval.

Proceeds will be used for clinical, preclinical and exploratory research programs. The rest will be used for working capital and general corporate purposes.

Connected to the offering, Vaughn Kailian, general partner of MPM Bioventures IV, LP, will join Memory's board of directors.

Based in Montvale, N.J., Memory develops treatments for Alzheimer's disease, schizophrenia, depression and bipolar disorder.

Issuer:Memory Pharmaceuticals Corp.
Issue:Stock
Amount:$31,302,000
Shares:28.2 million
Price:$1.11
Warrants:For 7.1 million shares
Warrant strike price:$1.33
Investors:Great Point Partners (lead), MPM Capital (lead)
Announcement date:Oct. 5
Settlement date:Oct. 16 (for first tranche)
Stock symbol:Nasdaq: MEMY
Stock price:$1.19 at close Oct. 5

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