AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT

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                                                                   Exhibit 10.40

                  AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT

      This AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT ("Amendment") is

executed to be effective this 28th day of February 2005, by and between Memory

Pharmaceuticals Corp. ("Memory"), and F. Hoffmann-La Roche Ltd. and Hoffmann-La

Roche Inc. (collectively, "Roche").

      WHEREAS, Memory and Roche have previously entered into a Strategic

Alliance Agreement (including its schedules and appendices) dated as of the 19th

day of August 2003, by and between Memory and Roche, as amended (the

"Agreement"), which sets forth the Parties' rights, duties and obligations under

the Agreement; and

      WHEREAS, Memory and Roche wish to amend Section 16.4 of the Agreement to

extend the time period during which Roche may exercise its right to elect not to

maintain its license rights;

      NOW, THEREFORE, in consideration of the foregoing