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Roche Signs Definitive Agreement to Acquire Memory Pharmaceuticals
Date:11/25/2008

NUTLEY, N.J. and MONTVALE, N.J., Nov. 25 /PRNewswire-FirstCall/ -- Roche and Memory Pharmaceuticals (Nasdaq: MEMY) today announced that the two companies have signed a definitive merger agreement for Roche to acquire all the outstanding shares of Memory Pharmaceuticals in an all-cash transaction for an aggregate price of approximately USD 50 million.

Memory Pharmaceuticals develops innovative drug candidates for the treatment of debilitating central nervous system (CNS) disorders such as Alzheimer's disease and schizophrenia. Memory Pharmaceuticals' nicotinic alpha-7 agonist drug candidates in these disease areas are already in partnered programmes with Roche: R3487/MEM 3454 is in phase II clinical trials for Alzheimer's disease and schizophrenia; R4996/MEM 63908 is in phase I for Alzheimer's disease.

"Acquiring Memory Pharmaceuticals will enable Roche to secure the future development of its promising nicotinic alpha-7 agonists," said William Burns, CEO Division Roche Pharmaceuticals. "The innovative work carried out by the scientists at Memory Pharmaceuticals will be fully integrated into Roche's R&D portfolio with the aim of providing new hope for patients and caregivers affected by devastating diseases such as Alzheimer's."

Jonathan Fleming, Chairman of the Board of Directors of Memory Pharmaceuticals said: "Since founding Memory Pharmaceuticals in 1998, we have focused on developing medicines that could make a real difference to the lives of CNS patients. I am proud of the progress our dedicated team has made and I am confident that Roche's capabilities and experience in the CNS field will enable our research to realise its full potential."

Terms of the agreement

Under the terms of the merger agreement, Roche will commence a tender offer to acquire all of the
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SOURCE Memory Pharmaceuticals Corp.
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