exhibit 10.48


    Exhibit
      10.48

    


    SEPARATION
      AGREEMENT AND GENERAL RELEASE

    


    Neurogen
      Corporation (Company) and I, Charlie Ritrovato (Employee), have entered into
      this Separation Agreement and General Release (Release) to settle all issues
      between us relating in any way to my employment and termination of my employment
      with the Company. Except to the extent governed by federal law, this Release
      shall be governed by the statutes and common law of Connecticut, excluding
      any
      that mandate the use of another jurisdiction’s laws. This Release does not
      release any claims that I cannot lawfully release.

     

    The
      Company and I agree as follows:

     

    Section
      1 --   Benefits

     

    (a)  In
      General:
      The
      Company promises that I will receive the benefits set forth in this section
      that
      are conditioned on my signing and delivering this Release to the Company. I
      understand and agree that I am not otherwise entitled to receive the benefits
      provided to me under this Release. I may revoke the waiver of claims in Sections
      2 and 3(b) of this Release within 7 days after I sign it, in which case this
      Release will not go into effect and I will not receive the amounts or benefits
      set forth herein. The revocation must be made in writing to Jeffrey Dill, Esq.,
      Neurogen Corporation, 35 Northeast Industrial Road, Branford, Connecticut 06405,
      within the prescribed seven day period. The release of claims becomes effective,
      in the absence of a written revocation, on the eighth day after signing. The
      Released Parties, as defined below, do not need to sign this Release for it
      to
      become fully enforceable.

     

    (b)  Severance
      Pay and Other Consideration:
      My
      termination date is December 31, 2006 (“Termination Date”). I will continue to
      be an at-will employee and accordingly may be paid and continue to receive
      benefits in the normal course of business through and including my Termination
      Date. After my Termination Date, in exchange for this executed Release and
      upon
      expiration of the seven day revocation period described in Section 1 (a) above,
      I will receive: a lump sum payment equivalent to six (6) months of pay ($130,
      810.20), and seventy five percent (75%) of my 2006 “Target Bonus”, estimated to
      be twenty-five percent (25%) of my base annual salary ($49,053.85) (“Enhanced
      Severance Pay”). The gross Enhanced Severance Pay ($130,810.20 + $49,053.85 =
      $179,864.05) shall be subject to all applicable federal, state and local taxes
      and withholdings. 

     

    In
      addition to Enhanced Severance Pay, as further consideration for this Release,
      the Company agrees to: (i) forgive the remaining and final twenty percent (20%)
      of the $100,000 Promissory Note dated July 9, 2002 between me and the Company
      (I
      understand the amount forgiven will be subject to taxation); and (ii) accelerate
      the vesting of 5,000 shares of restricted stock I hold in the Company that
      was
      scheduled to vest in May 2007 and will now vest as of January 2, 2007.


     

    (c)  Compensation
      and Benefit Plans:
      In
      exchange for this Release, if I elect COBRA coverage and otherwise remain
      eligible for coverage, the Company agrees to

    continue
      paying the Company portion of the premiums on my medical and dental plans for
      a
      period of six (6) months from my Termination Date, through and including June
      30, 2007 (the “Benefit Completion Date”). If I desire to receive medical and
      dental plans under COBRA through the Company, I will be responsible for paying
      the employee portion of the premium for my medical and dental plans (including
      dependents) by check by the first of each month until the Benefit Completion
      Date. The checks should be mailed to Jeffrey Dill at the address provided above.
      

     

    Except
      as
      stated in the previous paragraph and paragraphs (i) and (ii) below, I will
      cease
      to be eligible to participate under any stock option, bonus, incentive
      compensation, medical, dental, life insurance, retirement savings, and other
      compensation or benefit plans of the Company or any affiliate following my
      termination of employment. Thereafter, I will have no rights under any of those
      plans, except as follows:

     

    (i)
      Group Insurance:
      I will
      be eligible for the continuation of my existing medical and dental benefits
      under COBRA following the Benefit Completion Date at my own expense. The Company
      is providing information to me separately on my rights under COBRA.  

    
      
        
        

      

      
        1

        
        

      

      
        
        

      

    

    (ii)
      Qualified Plan Retirement Benefits:
      I will
      retain my vested benefits, if any, under all qualified retirement plans of
      the
      Company, and all rights associated with such benefits, as determined under
      the
      official terms of those plans. 

     

    Payments
      made under this Release will not be included in my compensation for purposes
      of
      calculating the benefits to which I am entitled under any employee benefit
      program, notwithstanding anything in it to the contrary.

     

    Section
      2 --   Complete
      Release

     

    (a) In
      General:
      I
      irrevocably and unconditionally release all the Claims described in Section
      2(b)
      that I may now have against the Released Parties listed in Section 2(d). I
      understand that I am not releasing future claims that arise after the
      Termination Date.

     

    (b) Claims
      Released:
      The
      Claims I am releasing under Section 2(a) include all known and unknown claims,
      promises, causes of action, or similar rights of any type that I presently
      may
      have (Claims) with respect to any Released Party listed in Section 2(d). I
      understand that the Claims I am releasing might arise under many different
      foreign, domestic, national, state, or local laws (including statutes,
      regulations, other administrative guidance, and common law doctrines), such
      as
      the following:

     

    Anti-discrimination
      statutes,
      such as
      the Age Discrimination in Employment Act and Executive Order 11,141, which
      prohibit age discrimination in employment; Title VII of the Civil Rights Act
      of
      1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, and Executive
      Order 11,246, which prohibit discrimination based on race, color, national
      origin, religion, or sex; the
      Equal
      Pay Act, which prohibits paying men and women unequal pay for equal work; the
      Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation
      Act of 1973, which prohibit discrimination based on disability; and any other
      federal, state, or local laws prohibiting discrimination, such as the
      Connecticut Fair Employment Practices Act, which prohibits discrimination in
      employment based on actual or perceived race, religion, color, national origin,
      ancestry, physical or mental disability, medical condition, marital status,
      sex,
      age, sexual orientation, or association with a person who has, or is perceived
      to have, any of those characteristics. 

     

    Federal
      employment statutes,
      such as
      the WARN Act, which requires that advance notice be given of certain work force
      reductions; the Employee Retirement Income Security Act of 1974, which, among
      other things, protects employee benefits; the Fair Labor Standards Act of 1938,
      which regulates wage and hour matters; the Family and Medical Leave Act of
      1993,
      which requires employers to provide leaves of absence under certain
      circumstances; and any other federal laws relating to employment, such as
      veterans’ reemployment rights laws. 

     

    Other
      laws,
      such as
      any federal, state, or local laws providing workers’ compensation benefits,
      mandating leaves of absence, restricting an employer’s right to terminate
      employees, or otherwise regulating employment; any federal, state, or local
      law
      enforcing express or implied employment contracts or requiring an employer
      to
      deal with employees fairly or in good faith; any other federal, state, or local
      laws providing recourse for alleged wrongful discharge, tort, physical or
      personal injury, emotional distress, fraud, negligent misrepresentation,
      defamation, and similar or related claims, and any other law relating to salary,
      commission, compensation, benefits, and other matters, the Connecticut Workers’
Compensation Act, the Connecticut Family & Medical Leave Act, which mandates
      certain leaves of absence, and Connecticut Labor Law.

     

    Examples
      of released claims
      include,
      but are not limited to the following (except to the extent explicitly preserved
      by Section 1 or 2(a) of this Release): (i) Claims that in any way relate to
      or
      arose during my employment with the Company, or the termination of that
      employment, such as Claims for compensation, bonuses, commissions, lost wages,
      or unused accrued vacation or sick pay; (ii) Claims that in any way relate
      to
      the design or administration of any employee compensation or benefit program;
      (iii) Claims that I have irrevocable or vested rights to severance or similar
      benefits or to post-employment health or group insurance benefits; or (iv)
      any
      Claims to attorneys’ fees or other indemnities (such as under the Civil Rights
      Attorneys’ Fees Act), with respect to Claims I am releasing.

    
      
        
        

      

      
        2

        
        

      

      
        
        

      

    

    
      (c) Unknown
        Claims:
        I
        understand that I am releasing Claims that I may not know about. That is
        my
        knowing and voluntary intent even though I recognize that someday I might
        regret
        having signed this Release. Nevertheless, I am assuming that risk and I agree
        that this Release shall remain effective in all respects in any such case.
        I
        expressly waive all rights I might have under any law that is intended to
        protect me from waiving unknown claims. I understand the significance of
        doing
        so.

    

     

    (d) Released
      Parties:
      The
      Released Parties are the Company, all current and former parents, subsidiaries,
      related companies, partnerships, or joint ventures, and, with respect to each
      of
      them, their predecessors and successors; and, with respect to each such entity,
      all of its past, present, and future employees, officers, directors,
      stockholders, owners, representatives, assigns, attorneys, agents, insurers,
      employee compensation and benefit programs (and the trustees, administrators,
      fiduciaries, and insurers of such programs), and any other persons acting by,
      through, under or in concert with any of the persons or entities listed in
      this
      subsection, and their successors.

     

    Section
      3 --   Promises

     

    (a)  Employment
      Termination:
      I agree
      that my employment with the Company and its affiliates ends on my Termination
      Date and that I am accepting payments and benefits under this Release in lieu
      of
      any such other rights or benefits to which I possibly could be or become
      entitled. No one has represented to me that the Company or its affiliates will
      ever hereafter seek to rehire me.

     

    (b)  
      Pursuit of Claims:
      I have
      not filed, initiated, or prosecuted (or caused to be filed, initiated, or
      prosecuted) any lawsuit, complaint, charge, action, compliance review,
      investigation, or proceeding with respect to any Claim this Release purports
      to
      waive, and I
      promise
      never to do so in the future, whether
      as a named plaintiff, class member, or otherwise.  I
      promise
      to request any administrative agency or other body assuming jurisdiction of
      any
      such lawsuit, etc. to withdraw from the matter or dismiss it with prejudice.
      However,
      the two preceding sentences shall not preclude me from filing or prosecuting
      a
      charge with any administrative agency with respect to any such Claim as long
      as
      I do not seek any damages, remedies, or other relief for myself personally,
      which I promise not to do, and any right to which I hereby waive.
      If I am
      ever awarded or recover any amount as to a Claim I have purported to waive
      in
      this Release, I agree that the amount of the award or recovery shall be reduced
      by the amounts I was paid under this Release, increased appropriately for the
      time value of money, using an interest rate of 10 percent per annum. To the
      extent such a setoff is not affected, I promise to pay, or assign to the Company
      my right to receive, the amount that should have been set off. I promise never
      directly or indirectly to bring or participate in an action against any Released
      Party under any unfair competition law of any jurisdiction. This subsection
      (b)
      shall not apply to a lawsuit asserting claims under the ADEA. This means that
      if
      I file a lawsuit asserting an ADEA claim, I will not be liable for the
      defendant’s attorneys’ fees in defending the lawsuit. Nevertheless
      the release I have given will remain in full force and effect and will bar
      recovery for ADEA claims.

     

    (c)  Company
      Property and Debts:
      I have
      returned to the Company all files, memoranda, documents, records, copies of
      the
      foregoing, Company-provided credit cards, keys, building passes, security
      passes, access or identification cards, and any other property of the Company
      or
      any Released Party in my possession or control. I have cleared all expense
      accounts, repaid everything I owe to the Company or any Released Party, paid
      all
      amounts I owe on Company-provided credit cards or accounts (such as cell phone
      accounts), and canceled or personally assumed any such credit cards or
      accounts.

     

    (d)  Taxes:
      I am
      responsible for paying any taxes on amounts I receive because I signed this
      Release. I agree that the Company is to withhold all taxes it determines it
      is
      legally required to withhold. I agree not to make any claim against the Company
      or any other person based on how the Company reports amounts paid under this
      Release to tax authorities.

     

    (e)  Ownership
      of Claims:
      I have
      not assigned or transferred any Claim I am purporting to release, nor have
      I
      attempted to do so.

     

    (f)  Nonadmission
      of Liability:
      I agree
      not to assert that this Release is an admission of wrongdoing and I acknowledge
      that the Released Parties do not believe or admit that any of them has done
      anything wrong. 

    
      
        
        

      

      
        3

        
        

      

      
        
        

      

    

    (g)  No
      Disparagement or Harm:
      I agree
      not to criticize, denigrate, or disparage any Released Party. I agree not to
      incur any expenses, obligations, or liabilities on behalf of the
      Company.

     

    (h)  Proprietary
      Information and Existing Obligations:
      I agree
      to always keep confidential all proprietary information of the Company. I agree
      to remain bound by any Company or Company affiliate agreement or policy relating
      to confidential information, invention, nonsolicitation, noncompetition, or
      similar matters to which I am now subject. The terms and conditions of all
      such
      existing agreements or policies are incorporated in this Release by reference.
      

     

    (i)  Implementation:
      I agree
      to sign any documents and do anything else that in the future is needed to
      implement this Release.

     

    (j) Other
      Representations:
      In
      addition to my other representations in this Release, I have made the following
      representations to the Company, on which I acknowledge it also has relied in
      entering into this Release with me: 

     

    No
      Unpaid Amounts:
      I
      already have been paid all wages, commissions, compensation, benefits, and
      other
      amounts that any Released Party has ever owed me, except for unpaid amounts
      or
      benefits expressly payable under the terms of this Release. 


    ADEA
      Release Requirements Have Been Satisfied:
      I
      understand that this Release had to meet certain requirements to validly release
      any ADEA claims I might have had, and I represent that all such requirements
      were satisfied. (These requirements are that (1) my entering into this agreement
      had to be knowing and voluntary (i.e., free from fraud, duress, coercion, or
      mistake of fact); (2) this agreement had to be in writing and be understandable;
      (3) it had to explicitly waive current ADEA claims; (4) it could not have waived
      future ADEA claims; (5) it must have been paid for with something to which
      I was
      not already entitled; (6) the Company had to advise me in writing to consult
      an
      attorney; (7) the Company had to give me at least 45 calendar
      days to consider this Release, as well as statistical data on the persons
      affected by the Company’s employment termination program; and (8) the
      Company had to give me at least 7 days within which to revoke my ADEA release
      after signing it.).

     

    (k) Cooperation
      Required:
      I agree
      that I will fully cooperate with the Company or any affiliate in effecting
      a
      smooth transition of my responsibilities to others. Without in any way limiting
      the foregoing, I specifically agree to communicate all relevant information
      regarding my work and to finalize any incomplete documentation relating to
      my
      unfinished work and assignments, including documenting any scientific
      experiments and turning in all laboratory notebooks. At the Company’s request I
      will return to the Company’s premises to assist in transferring my
      responsibilities. In addition, I will promptly and fully respond to all
      inquiries from the Company or any affiliate and its representatives relating
      to
      any lawsuit or investigation concerning my work at the Company. To the extent
      I
      incur out-of-pocket expenses (such as postage costs, travel expenses or
      telephone charges) in assisting the Company or any affiliate at its request,
      the
      Company will mail me a reimbursement check for those expenses within 15 days
      after it receives my request for payment, along with satisfactory written
      substantiation of the claimed expenses. Furthermore,
      for the six (6) months following my Termination Date, I agree to consult with
      the Company’s Chief Corporate Counsel or Chief Operating Officer before
      executing any trades in any Company stock or other securities in accordance
      with
      the Insider Trading Pre-Clearance Procedures of the Company that I have been
      subject to as an “Executive Officer” of the Company.  

     

    (l) This
      Release to be Kept Confidential:
      I have
      not disclosed and will never disclose the terms of this Release, including
      but
      not limited to the benefits provided hereunder, to anyone other than a member
      of
      my immediate family or my attorney or other professional advisor and, even
      as to
      such a person, only if the person agrees to honor this confidentiality
      requirement. Such a person’s violation of this confidentiality requirement is to
      be treated as a violation by me. This subsection does not prohibit disclosures
      to the extent necessary legally to enforce this Release, nor does it prohibit
      disclosures to the extent otherwise legally required (but only if I notify
      the
      Company of a disclosure obligation or request within 3 days after I learn of
      it
      and permit the Company to take all steps it deems to be appropriate to prevent
      or limit the required disclosure).

    
      
        
        

      

      
        4

        
        

      

      
        
        

      

    

    Section
      4 --   Consequences
      of Violating Promises

     

    General
      Consequences:
      In
      addition to any other remedies or relief that may be available, I agree to
      pay
      any attorneys’ fees (including in-house counsel costs) and damages Released
      Parties may incur as a result of my breaching a promise I made in this Release
      (such as by suing a Released Party over a released Claim) or if any
      representation I made in this Release was false when made. I agree that the
      minimum damages for each breach will be half of the attorneys’ fees each
      Released Party incurs as a result of the breach, which is a reasonable estimate
      of the value of the time the Released Party is likely to have to spend seeking
      a
      remedy for the breach. I further agree that the Company would be irreparably
      harmed by any actual or threatened violation of Section 3 that involves
      Release-related disclosures or disclosure or use of confidential or proprietary
      information or trade secrets or solicitation of employees, customers, or
      suppliers, and that the Company will be entitled to an injunction prohibiting
      me
      from committing any such violation.

     

    Section
      5 --   Consideration
      of Release

     

    I
      acknowledge that, before signing this Release, I was given a period of at least
      45 calendar days to consider this Release, as well as statistical data on any
      persons also affected by this same employment termination program. I waive
      any
      right I might have to additional time beyond this consideration period within
      which to consider this Release. I acknowledge that: (a) I took advantage of
      this
      period to consider this Release before signing it; (b) I carefully read this
      Release; (c) I fully understand it; (d) I am entering into it voluntarily;
      (e) I
      am receiving valuable consideration in exchange for my execution of this Release
      that I would not otherwise be entitled to receive; and (f) the Company, in
      writing, encouraged me to discuss this Release with my attorney (at my own
      expense) before signing it, and that I did so to the extent I deemed
      appropriate.

     

    Section
      6 --   Miscellaneous

     

    (a)  Entire
      Agreement:
      This
      Release is the entire agreement between me and the Company relating to my
      termination of employment or the subject matter of this Release. This Release
      may not be modified or canceled in any manner, nor may any provision of it
      or
      any legal remedy with respect to it be waived, except by a writing signed by
      both me and an authorized Company official. I acknowledge that the Company
      has
      made no representations or promises to me (such as that my former position
      will
      remain vacant), other than those in or referred to by this Release. If any
      provision in this Release is found to be unenforceable, all other provisions
      will remain fully enforceable.

     

    (b)  Successors:
      This
      Release binds my heirs, administrators, representatives, executors, successors,
      and assigns, and will inure to the benefit of all Released Parties and their
      respective heirs, administrators, representatives, executors, successors, and
      assigns. 

     

    (c)  Interpretation:
      This
      Release shall be construed as a whole according to its fair meaning. It shall
      not be construed strictly for or against me or any Released Party. Unless the
      context indicates otherwise, the term “or” shall be deemed to include the term
“and” and the singular or plural number shall be deemed to include the other.
      Captions are intended solely for convenience of reference and shall not be
      used
      in the interpretation of this Release.

     

    Section
      7 --   Arbitration
      of Disputes

     

    (a)  Arbitrable
      Disputes:
      The
      Company and I agree to resolve any claims we may have with each other (except,
      if either I or the Company so elects, any dispute for which injunctive relief
      is
      a principal remedy) through final and binding arbitration in accordance with
      this section. I also agree to resolve in accordance with this section any claim
      between me and any other Released Party who offers or agrees to arbitrate the
      claim in this manner. This arbitration requirement applies to, among other
      things, disputes about the validity, interpretation, or effect of this Release
      or alleged violations of it, claims of discrimination under federal or state
      law, or other statutory violation claims.

    
      
        
        

      

      
        5

        
        

      

      
        
        

      

    

    (b)  The
      Arbitration:
      Except
      as otherwise provided in any other enforceable arbitration agreement between
      me
      and the Company (Another Arbitration Agreement), which the Company and I hereby
      reaffirm if one exists, the arbitration shall be in accordance with the
      then-current arbitration rules and procedures for employment disputes governing
      arbitrations administered by the American Arbitration Association (AAA), except
      as provided in this section. Arbitration shall take place in the state of
      Connecticut before an experienced employment arbitrator licensed to practice
      law
      in the state who has been selected in accordance with subsection (c). The
      arbitrator may not modify or change this Release in any way. I, the Company,
      and
      any Released Party who agrees to arbitrate an Arbitrable Dispute under this
      section agree to submit to personal jurisdiction in the state listed in the
      first paragraph of this Release for such arbitration and in any jurisdiction
      necessary for the enforcement of any arbitration award. I represent that this
      state is a convenient dispute resolution location for me.

     

    (c)  Selection
      of the Arbitrator:
      The
      arbitrator shall be selected as follows: AAA shall give each party a list of
      11
      arbitrators drawn from its panel of employment dispute arbitrators. Each party
      may strike all names on the list it deems unacceptable. If only one common
      name
      remains on the lists of both parties, that individual shall be designated as
      the
      Arbitrator. If more than one common name remains on the lists of both parties,
      the parties shall strike names alternately from the list of common names until
      only one remains. The party who did not initiate the claim shall strike first.
      If no common name exists on the lists of both parties, AAA shall furnish an
      additional list and the process shall be repeated. If no arbitrator has been
      selected after two lists have been distributed, then the parties shall strike
      alternately from a third list, with the party initiating the claim striking
      first, until only one name remains. That person shall be designated as the
      arbitrator. Striking decisions must be made and communicated to the other party
      and AAA within 10 calendar days after the date of the transmittal communication
      relaying the arbitrators remaining for selection. In the event a party does
      not
      make a timely strike, the other party may select the arbitrator from the names
      remaining. 

     

    (d)  Fees
      and Expenses:
      Each
      party shall pay the fees of his or her attorneys, the expenses of his or her
      witnesses, and any other expenses that party incurs in connection with the
      arbitration, but all costs of the arbitration itself, including the fees of
      the
      arbitrator, the cost of any record or transcript of the arbitration,
      administrative fees, and other fees and costs shall be paid in equal shares
      by
      the plaintiff(s) and defendant(s). At my written request and on a showing of
      substantial hardship, the Company shall advance all or a portion of my share
      of
      those arbitration costs to the extent they would exceed the out-of-pocket costs
      I would have incurred in a lawsuit. The party losing the arbitration shall
      reimburse the party who prevailed for all attorneys’ fees and expenses the
      prevailing party paid pursuant to this subsection (d), except to the extent
      prohibited by a statute under which the dispute has been brought.

     

    (e)  Exclusive
      Remedy:
      Arbitration in this manner shall be the exclusive remedy for any claim that
      must
      be arbitrated pursuant to this section. Should I or the Company attempt to
      resolve such a claim by any method other than arbitration pursuant to this
      section, the responding party will be entitled to recover from the initiating
      party all damages, expenses, and attorneys’ fees incurred as a result of that
      breach.

       

      
        	
                TAKE
                  THIS RELEASE HOME, READ IT, AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS
                  BEFORE SIGNING IT: IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS,
                  AND
                  ITS ARBITRATION-OF-CLAIMS REQUIREMENT WAIVES YOUR RIGHT TO A JURY
                  TRIAL.
                  IF YOU WISH, YOU SHOULD TAKE ADVANTAGE OF THE FULL CONSIDERATION
                  PERIOD
                  AFFORDED BY SECTION 5 AND YOU SHOULD CONSULT YOUR
                  ATTORNEY.

              


      

       

      Executed
        at Branford,
        CT
        this
29
        day of
December,
        2006.

       

      /s/
        Charles A. Ritrovato 

             Employee

      
 

      
        	 	
                6