CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS for Memory

Send us Feedback

Memory Pharmaceuticals (MEMY)

	SUMMARY

	BULLS

	BEARS

	TOPICS

	DATA CENTRAL

	STOCK CHART

	SEC FILINGS

	BALANCE

	INCOME

	CASH FLOW

MEMY » Topics » CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This excerpt taken from the MEMY DEF 14A filed Jun 13, 2007.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as set forth below, during the last fiscal year, there has not been any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors or executive officers, any holder of more than 5% of any class of our voting securities or any member of the immediate family of any of these persons had or will have a direct or indirect material interest.

On October 16, 2006, we closed the first tranche of our 2006 Private Placement, in which we issued 23,245,724 shares of our common stock at a price of $1.11 per share, and warrants to purchase an aggregate of 7,058,042 shares of common stock, at a purchase price of $0.125 per underlying share of common stock. On December 18, 2006, we closed the second tranche of our 2006 Private Placement, in which we issued an additional 4,986,478 shares of our common stock, at a price of $1.11 per share. On February 15, 2007, we exercised our right to require the exercise of the warrants issued in the 2006 Private Placement pursuant to a provision contained in the warrants that permitted us to accelerate their exercise period if the closing price of our common stock was above $3.00 for 30 consecutive trading days. Unless otherwise noted, the warrants listed in the table below were exercised on a cash basis at an exercise price per share of $1.33.

In connection with the 2006 Private Placement, we were required to file a registration statement with the SEC and are required to maintain its effectiveness through December 18, 2009, or, if earlier, until all registered shares of common stock may be sold under Rule 144(k). We will be required to pay certain cash penalties if we do not meet these registration obligations in connection with the 2006 Private Placement.

The table below sets forth the directors, 5% stockholders and affiliates of our directors that participated in the 2006 Private Placement. Information about each participant’s holdings is set forth in the footnotes to the table in Item 12 of this Amendment to our Annual Report on Form 10-K.


	Number of Shares Purchased	Warrants to Purchase Common Stock
Directors
Anthony B. Evnin, Ph.D.⁽¹⁾	963,855	240,962
Vaughn Kailian⁽²⁾	11,391,019	2,847,754
Michael E. Meyers M.P.H.	17,525	4,381

5% Stockholder
Venrock Entities⁽³⁾	876,232	219,057
MPM Entities⁽²⁾	11,391,019	2,847,754
Great Point Entities⁽⁴⁾	12,267,251	3,066,811

Other Affiliates
Keyes/Sulat Revocable Trust⁽⁵⁾	87,623	21,905

(1)

Includes 87,623 shares of common stock and warrants to purchase 21,905 shares of common stock purchased by Dr. Evnin in the 2006 Private Placement. Also includes shares of common stock and warrants to purchase common stock purchased by the Venrock Entities in the 2006 Private Placement. See also footnote 3.

(2)

MPM BioVentures IV, GP LLC and MPM BioVentures IV LLC are the direct and indirect general partners of MPM BioVentures IV, L.P. (“BVIV”), MPM BioVentures IV-QP, L.P. (“BVIV QP”) and MPM Asset Management Investors BV4 LLC (“AM BV4”). Vaughn Kailian, is a member of the general partner of BVIV, BVIV QP and a member of AM BV4. Mr. Kailian was appointed to our Board of Directors in

October 2006 in connection with the closing of the first tranche of the 2006 Private Placement. In connection with the 2006 Private Placement, BVIV purchased 226,783 shares and warrants to purchase 56,695 shares of common stock, BVIV QP purchased 10,794,902 shares of common stock and warrants to purchase 2,698,726 shares of common stock, and AM BV4 purchased 369,334 shares of common stock and warrants to purchase 92,333 shares of common stock. Effective December 31, 2006, BVIV was dissolved and, in connection with the dissolution, BVIV transferred to BVIV QP 226,783 shares of common stock and warrants to purchase 56,695 shares that it had acquired in the 2006 Private Placement. Effective February 28, 2007, BVIV QP and AM BV4 each reallocated certain of the shares of our common stock purchased in the 2006 Private Placement to MPM BioVentures IV GmbH & Co. Beteiligungs KG on a pro-rata basis.

(3)

Anthony B. Evnin, Ph.D., a member of our Board of Directors, is a general partner of each of Venrock Associates (“Venrock”) and Venrock Associates II, L.P (“Venrock II”). Dr. Evnin is also a member of the General Partner of Venrock Entrepreneurs Fund, L.P. (“Entrepreneurs Fund,” and, together with Venrock and Venrock II, the “Venrock Entities”). In the 2006 Private Placement, Venrock purchased 359,255 shares of common stock and warrants to purchase 89,813 shares of common stock, and Venrock II purchased 516,977 shares of common stock and warrants to purchase 129,244 shares of common stock. The Venrock Entities collectively held more than 5% of our common stock prior to the 2006 Private Placement.

(4)

Great Point Partners, LLC (“Great Point”) is the investment manager of Biomedical Value Fund, L.P. (“BMVF”) and Biomedical Offshore Value Fund, Ltd. (“BOVF,” and together with BMVF, the “Great Point Entities”), and by virtue of such status may be deemed to be the beneficial owner of the shares held by BMVF and BOVF. In the 2006 Private Placement, BMVF purchased 6,624,315 shares of common stock and warrants to purchase 1,656,078 shares of common stock, and BOVF purchased 5,642,936 shares of common stock and warrants to purchase 1,410,733 shares of common stock. In November 2006, BMVF and BOVF each exercised, on a cashless basis, all of their respective warrants issued in the 2006 Private Placement and, in exchange therefor, BMVF was issued an additional 809,581 shares of our common stock and BOVF was issued an additional 689,643 shares of our common stock.

(5)	Mr. Sulat, our President and Chief Executive Officer, and his spouse are the Trustees of the Keyes/Sulat Revocable Trust and the members of Mr. Sulat’s immediate family are the beneficiaries of the Trust.

This excerpt taken from the MEMY DEF 14A filed Jun 12, 2006.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as set forth below, during the last fiscal year, there has not been any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds $60,000 and in which any of our directors or executive officers, any holder of more than 5% of any class of our voting securities or any member of the immediate family of any of these persons had or will have a direct or indirect material interest.

On September 23, 2005, we completed a private placement (the “September 2005 Private Placement”) in which we issued 16,112,158 shares of common stock, at a price of $1.90 per share, and warrants to purchase an aggregate of 5,639,232 shares of common stock, resulting in net proceeds of $29.0 million. The warrants are currently exercisable, have an exercise price per share of $2.22, and expire on September 22, 2010.

The table below sets forth the directors, 5% stockholders and affiliates of our directors that participated in the September 2005 Private Placement. Information about each participant’s holdings is set forth in the footnotes to the on pages 14-17 of this Proxy Statement.

		Common Stock
	Number of Shares	Underlying
	Purchased	Warrants
Directors
Anthony B. Evnin, Ph.D.	184,211	64,473
David A. Lowe, Ph.D.	26,316	9,210
Michael E. Meyers M.P.H.	26,316	9,210
Robert I. Kriebel	5,000	1,750
Tony Scullion	39,474	13,815

5% Stockholder
Oxford Bioscience Partners II (Annex) L.P.⁽¹⁾	526,316	184,210
Venrock Associates⁽²⁾	323,684	113,289
Venrock Associates II, L.P.⁽²⁾	465,789	163,026

Affiliates
Keyes/Sulat Revocable Trust⁽³⁾	157,895	55,263
mRNA Fund II L.P.⁽⁴⁾	26,142	9,149
Oxford Bioscience Partners IV L.P.⁽⁴⁾	2,605,437	911,902
Walter and Celia Gilbert 1994 Unitrust #2, dated 10/11/94 ⁽⁵⁾	52,632	18,421

____________________

(1)		Prior to the closing of the September 2005 Private Placement, OBP Management II L.P., the sole general partner of Oxford Bioscience Partners II (Annex) L.P. (“OBP II (Annex)”), was the beneficial owner of more than 5% of our common stock. Jonathan Fleming, a member of our Board, is affiliated with OBP II (Annex) and its sole general partner.

(2)		Anthony B. Evnin, Ph.D., a member of our Board, is a general partner of each of Venrock Associates and Venrock Associates II, L.P. Dr. Evnin is also a Managing Member and General Partner of Venrock Entrepreneurs Fund, L.P. (collectively with Venrock Associates and Venrock Associates II, L.P., the “Venrock Funds”), our stockholder prior to the September 2005 Private Placement. The Venrock Funds collectively held more than 5% of our common stock prior to the September 2005 Private Placement.

(3)		Mr. Sulat, our President and Chief Executive Officer, and his spouse are the Trustees of the Keyes/Sulat Revocable Trust and the members of Mr. Sulat’s immediate family are the beneficiaries of the Trust.

(4)		Oxford Bioscience Partners IV L.P. and mRNA Fund II L.P. are affiliated with Mr. Fleming. Mr. Fleming is a general partner of OBP Management IV L.P., the general partner of Oxford Bioscience Partners IV L.P. and mRNA Fund II L.P.

(5)		Dr. Gilbert, a member of our Board, and his spouse are the trustees and the beneficiaries of the Walter and Celia Gilbert 1994 Unitrust #2, dated 10/11/94.

This excerpt taken from the MEMY DEF 14A filed Jun 28, 2005.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the year ended December 31, 2005, there has not been any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds $60,000 and in which any of our directors or executive officers, any holder of more than 5% of any class of our voting securities or any member of the immediate family of any of these persons had or will have a direct or indirect material interest.

EXCERPTS ON THIS PAGE:

DEF 14A	Jun 13, 2007

DEF 14A	Jun 12, 2006

DEF 14A	Jun 28, 2005

Memory Pharmaceuticals (MEMY)

MEMY » Topics » CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Table of Contents

EXCERPTS ON THIS PAGE:

RELATED TOPICS for MEMY:

"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" elsewhere: