Exhibit 10.47

                          SECURITIES PURCHASE AGREEMENT

      THIS  AGREEMENT  (this  "AGREEMENT")  is made as of March 29, 2004, by and
between DOV Pharmaceutical,  Inc., a Delaware  corporation (the "COMPANY"),  and
Acqua Wellington Opportunity I Limited (the "PURCHASER").

      WHEREAS,  the  Company  has  authorized  the  issuance  and  sale  to  the
Purchaser, pursuant to this Agreement, of shares (the "SHARES") of the Company's
Common Stock, par value $0.0001 per share (the "COMMON STOCK"),  with the number
of Shares and the purchase price per share to be determined  pursuant to Section
1 hereof; and

      WHEREAS,  the Purchaser desires to purchase the Shares from the Company on
the terms and subject to the conditions set forth in this Agreement.

      NOW,  THEREFORE,  in consideration of the foregoing  premises,  the mutual
covenants herein contained and other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged,  the parties hereto,  intending
to be legally bound, hereby agree as follows:

      SECTION 1. Commitment to Purchase.  Upon the basis of the  representations
and  warranties,  but  subject  to the terms and  conditions  contained  in this
Agreement,  the  Company  agrees  to  issue  and sell to the  Purchaser  and the
Purchaser  agrees to  purchase  from the  Company,  at the  Closing  (as defined
below),  666,667  Shares for an aggregate  purchase  price of  $10,000,005  (the
"PURCHASE PRICE") or a price per share equal to $15.00 per share (the "PRICE PER
SHARE").

      SECTION 2. The Closing and Settlement.

            (a) Each of the Company and the Purchaser  will use its best efforts
to  satisfy  its  respective  obligations  under  Section  6 at a  closing  (the
"CLOSING") at the offices of Jenkens & Gilchrist Parker Chapin LLP, The Chrysler
Building, 405 Lexington Avenue, New York on March 29, 2004 (the "CLOSING DATE"),
or at such other location or on such other date as the Company and the Purchaser
may  mutually  agree.  The  purchase  and sale of Shares shall be settled on the
fourth (4th) business day after the Closing Date (the "Settlement Date").

            (b) On or prior to the Settlement  Date, the Company shall cause the
physical  delivery  of  a  certificate   representing  the  Shares  (the  "Share
Certificate")  to the Purchaser.  Upon  confirmation of the receipt of the Share
Certificate in good form, the Purchaser shall  immediately send payment therefor
to the Company's  designated  account by wire transfer of immediately  available
funds equal to the Purchase Price  (provided that the Shares are received by the
Purchaser no later than 10:00 a.m.  eastern time) or next day available funds if
the Share Certificate is received thereafter.

            (c) If on the  Settlement  Date,  the  Company  fails to deliver the
Shares to be purchased by the Purchaser and such failure continues for seven (7)
days,  the  Company,  if so fails,  shall pay, in cash or  restricted  shares of
Common Stock, at the option of the Purchaser, as liquidated damages and not as a
penalty to the  Purchaser  an amount  equal to two percent  (2%) of the Purchase
Price for the initial week and an additional two (2%) for each  additional  week
thereafter until such failure has been cured,  which shall be pro-rated for such
periods less than seven (7) days (the "Periodic Amount"). If the Purchaser fails
to send  payment  of the  Purchase  Price on the date the Share  Certificate  is
received  (or  fails to send  payment  by the  next  business  day if the  Share
Certificate is received after 10:00am eastern time), and such failure  continues
for  seven  (7)  days,  the  Purchaser,  if so fails,  shall  pay,  in cash,  as
liquidated  damages and not as a penalty,  to the Company an amount equal to the
Periodic Amount.


                                      -1-
<PAGE>

      SECTION 3.  Representations  and  Warranties  of the Company.  The Company
hereby makes the  representations  and warranties to the Purchaser  contained in
this  Section  3.  Such  representations  and  warranties  are  subject  to  the
qualifications and exceptions set forth in the disclosure  schedule delivered to
the Purchaser pursuant to this Agreement (the "DISCLOSURE SCHEDULE"). References
to the  knowledge or awareness of the Company  shall mean the actual  knowledge,
after reasonable inquiry, of the executive officers of the Company.

            3.01  Organization and  Qualification.  The Company is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of  Delaware.  Except  as set  forth  in  Section  3.01 of the  Disclosure
Schedule, the Company does not own, directly or indirectly,  any shares of stock
or any other equity or long-term debt  securities of any corporation or have any
equity interest in any firm,  partnership,  joint venture,  association or other
entity.  The Company has the power and  authority,  corporate or  otherwise,  as
appropriate,  to own,  lease and  operate  its  properties  and to  conduct  its
business as now  conducted and to enter into and perform its  obligations  under
this Agreement and the registration  rights agreement in or substantially in the
form of exhibit A to be entered on the date  hereof  among the  Company  and the
Purchaser (the "REGISTRATION  RIGHTS  AGREEMENT,"  together with this Agreement,
the  "TRANSACTION  DOCUMENTS"),  and the Company is duly  qualified as a foreign
corporation  and  is in  good  standing  in  each  jurisdiction  in  which  such
qualification  is  required,  whether by reason of the  ownership  or leasing of
property  or the  conduct of  business,  except  where the failure to so qualify
would not,  individually or in the aggregate,  have a material adverse effect on
the  condition  (financial  or  otherwise),  business,  properties or results of
operations of the Company (a "MATERIAL ADVERSE EFFECT").

            3.02 Authorized  Capital Stock.  Except as set forth in Section 3.02
of the Disclosure Schedule and except for subsequent issuances, if any, pursuant
to this Agreement or pursuant to agreements,  employee or director benefit plans
or the exercise of convertible  securities referred to in the 2003 Annual Report
(as defined below), the Company has authorized,  issued and outstanding  capital
stock as set  forth in the  Company's  annual  report  on Form 10-K for the year
ended 2003, as applicable (the "2003 ANNUAL  REPORT"),  filed by it on March 15,
2004,   with  the  United  States   Securities  and  Exchange   Commission  (the
"COMMISSION")  pursuant to the  Securities  and Exchange Act of 1934, as amended
(the "EXCHANGE ACT"). The issued and outstanding  shares of the Company's Series
B Preferred Stock, par value $1.00 per share and the Common Stock have been duly
authorized and validly issued, are fully paid and nonassessable, were not issued
in violation of or are not otherwise  subject to any preemptive or other similar
rights or other rights to subscribe  for or purchase  securities  except for any
such rights as may have been duly waived,  and conform in all material  respects
to the  descriptions  thereof  contained  in the 2003 Annual  Report.  Except as
disclosed  in the 2003 Annual  Report,  and except for options  issued under the
Company's  stock option plan other than to executives  and board members (i) the
Company does not have  outstanding  any options or warrants to purchase,  or any
preemptive  rights  or  other  rights  to  subscribe  for  or to  purchase,  any
securities or obligations  convertible  into, or any contracts or commitments to
issue or sell, shares of its capital stock or any shares of capital stock of any
subsidiary  and (ii) there is no  commitment,  plan or  arrangement to issue any
securities or  obligations  convertible  into any shares of capital stock of the
Company or any such options,  rights convertible securities or obligations.  The
description of the Company's capital stock, stock bonus and other stock plans or
arrangements  and the options or other rights granted and exercised  thereunder,
contained in the 2003 Annual Report fairly presents in all material respects the
information  required to be shown in such Report  with  respect to such  capital
stock, plans, arrangements, options and rights.


                                      -2-
<PAGE>

            3.03 Issuance, Sale and Delivery of the Shares. The Shares have been
duly authorized and, when issued, delivered and paid for in the manner set forth
in this Agreement,  will be validly  issued,  fully paid and  nonassessable.  No
preemptive  rights or other rights (which have not been waived) to subscribe for
or purchase  exist with  respect to the  issuance  and sale of the Shares by the
Company  pursuant to this  Agreement.  Except for rights  disclosed  in the 2003
Annual  Report or in the  preamble to the  Registration  Rights  Agreement or as
otherwise set forth in Section 3.03 of the Disclosure  Schedule,  no stockholder
of the  Company  other  than the  Purchaser  upon the  Closing  has any right to
request or require the Company to register  the sale of any shares owned by such
stockholder  under the United  States  Securities  Act of 1933,  as amended (the
"SECURITIES  ACT").  Subject  to  satisfaction  of the  conditions  set forth in
Section 6.02, no further  approval or authority of the stockholders or the board
of  directors  of the  Company  is  required  for the  issuance  and sale of the
Securities to be sold by the Company as contemplated herein.

            3.04 Due Execution,  Delivery and Performance of this Agreement. The
Company has full legal right,  corporate  power and authority to enter into this
Agreement and the Registration  Rights Agreement and to perform the transactions
contemplated  hereby  and  thereby.  Each  Transaction  Document  has been  duly
authorized,  executed and delivered by the Company. The execution,  delivery and
performance  of this  Agreement  and the  Registration  Rights  Agreement by the
Company and the consummation of the transactions contemplated hereby and thereby
will not (i)  violate  any  provision  of the  organizational  documents  of the
Company;  (ii) result in the creation of any lien, charge,  security interest or
encumbrance  upon any  assets or  property  of the  Company  that  would  have a
Material  Adverse  Effect;  or (iii)  conflict  with,  result  in the  breach or
violation of, or  constitute,  either by itself or upon notice or the passage of
time or both, a default under (A) any agreement, mortgage, deed of trust, lease,
franchise,  license,  indenture, permit or other instrument to which the Company
is a party or by which the  Company  or any of its assets or  properties  may be
bound or  affected  that  would have a Material  Adverse  Effect;  or (B) to the
Company's knowledge,  and subject to satisfaction of the conditions set forth in
Section 6.02, any statute or any authorization, judgment, decree, order, rule or
regulation of any court or any regulatory body,  administrative  agency or other
governmental  body applicable to the Company or any of its properties that would
have a Material  Adverse Effect.  No consent,  approval,  authorization or other
order of any court, regulatory body, administrative agency or other governmental
body is required for the execution,  delivery and  performance of this Agreement
and the  Registration  Rights  Agreement or the consummation of the transactions
contemplated  hereby or thereby,  except for  compliance  with Blue Sky laws and
federal  securities  laws  applicable to the offering and issuance of the Shares
and compliance  with the rules and  regulations  of the  securities  exchange or
trading market on which the Common Stock is listed. Upon execution and delivery,
and assuming the valid execution of this Agreement and the  Registration  Rights
Agreement by the Purchaser,  each  Transaction  Document will constitute a valid
and  binding  obligation  of the  Company,  enforceable  against  the Company in
accordance with its respective terms, except as enforceability may be limited by
applicable  bankruptcy,  insolvency  reorganization,  moratorium or similar laws
affecting  creditors'  rights  generally  and  except as  enforceability  may be
subject  to  general   principles   of  equity   (regardless   of  whether  such
enforceability  is considered in a proceeding in equity or at law) and except as
the indemnification obligations of the Company in Sections 2(a) and 7.02 of this
Agreement and Section 2.4 of the  Registration  Rights  Agreement may be legally
unenforceable


                                      -3-
<PAGE>

            3.05 Financials.  The Company's  financial  statements for the years
ended  December 31, 2003,  and 2002,  with a report  thereon by the  independent
certified public accountants of the Company (the "AUDITED FINANCIALS"), included
in the 2003 Annual Report, fairly present in all material respects the financial
position,  the  results  of  operations,  the  statements  of cash flows and the
statements of  stockholders'  equity and the other  information  purported to be
shown  therein of the  Company at the  respective  dates and for the  respective
periods to which they apply, and such financial statements have been prepared in
conformity with generally accepted  accounting  principles of the United States,
consistently applied throughout the periods involved, except as noted therein.

            3.06 No Defaults.  The Company is not (i) in violation or default of
any   provision  of  its   certificate   of   incorporation,   bylaws  or  other
organizational  documents  or (ii) in breach of or default  with  respect to any
provision of any agreement,  judgment,  decree, order, mortgage,  deed of trust,
lease, franchise,  license, indenture, permit or other instrument to which it is
a party or by which it or any of its assets or properties are bound,  except, in
each such case, for violations,  breaches and defaults that,  individually or in
the aggregate,  would not have a Material Adverse Effect;  and, to the Company's
knowledge,  there does not exist any state of fact that, with notice or lapse of
time or both, would constitute a violation, breach or default on the part of the
Company as  defined in such  documents,  except  for such  violation,  breach or
default  that,  individually  or in the  aggregate,  would  not have a  Material
Adverse Effect.

            3.07 Contracts. The contracts described in the 2003 Annual Report as
being in effect on the date  hereof and that are  material to the Company are in
full force and effect on the date  hereof,  and the  Company is not,  nor to the
Company's  knowledge  is any other party,  in breach of or default  under any of
such contracts that would have a Material Adverse Effect.

            3.08 No Actions. Except as disclosed in the 2003 Annual Report or in
Section  3.08 of the  Disclosure  Schedule,  there are no legal or  governmental
actions, suits or proceedings pending or, to the Company's knowledge, threatened
to which the Company is or may be a party or of which  property  owned or leased
by the  Company  is or may  be the  subject,  or  related  to  environmental  or
discrimination matters, which actions, suits or proceedings,  individually or in
the aggregate,  might prevent or might  reasonably be expected to materially and
adversely affect the  transactions  contemplated by this Agreement or that would
have  a  Material  Adverse  Effect;   and  all  pending  legal  or  governmental
proceedings  if  any to  which  the  Company  is a  party  to  which  any of its
properties  or assets are  subject  that are not  described  in the 2003  Annual
Report including  ordinary routine  litigation  incidental to the business would
not,  considered in the aggregate,  have a Material  Adverse  Effect.  Except as
disclosed in the 2003 Annual Report, the Company is not a party to or subject to
the  provisions  of any material  injunction,  judgment,  decree or order of any
court, regulatory body administrative agency or other governmental body.


                                      -4-
<PAGE>

            3.09  Labor.  No labor  dispute  with the  employees  of the Company
exists or, to the  knowledge of the Company,  is imminent  and, to the Company's
knowledge,  no  labor  disturbance  by the  employees  of  any of its  principal
suppliers,  manufacturers  or  contractors  exists or is  imminent  that  would,
individually or in the aggregate, have a Material Adverse Effect.

            3.10  Properties.  The Company has valid title to all its properties
reflected on the balance  sheet as of December  31,  2003,  included in the 2003
Annual Report and material to its business  (except for  properties  disposed of
since that date in the ordinary course of business), and such properties are not
subject to any lien, mortgage, pledge, charge or encumbrance of any kind, except
(i) those if any reflected therein or (ii) those that are not material in amount
and do not materially and adversely  affect the use made and intended to be made
of such property by the Company.  The Company holds its leased  properties under
valid and binding leases, with such exceptions as are not materially significant
in relation to the  business of the  Company.  Except as  disclosed  in the 2003
Annual Report, the Company owns or leases all such properties that are necessary
to its operations as now conducted.

            3.11 No Material Change.  Except as set forth in Section 3.11 of the
Disclosure  Schedule,  the  Company's  2003 Annual  Report or as a result of the
transactions   contemplated  by  this  Agreement  or  the  Registration   Rights
Agreement,  since  December  31,  2003  (i) the  Company  has not  incurred  any
liabilities or obligations,  indirect, or contingent, or entered into any verbal
or written agreement or other transaction that was not in the ordinary course of
business or that would have a Material Adverse Effect;  (ii) the Company has not
sustained any material loss or  interference  with its  businesses or properties
from  fire,  flood,  windstorm,  accident  or  other  calamity  not  covered  by
insurance;  (iii) the Company has not paid or declared  any  dividends  or other
distributions  with  respect  to its  capital  stock and the  Company  is not in
default  in the  payment  of  principal  or  interest  on any  outstanding  debt
obligations;  (iv)  there has not been any  change in the  capital  stock of the
Company other than shares or options issued  pursuant to exercise of outstanding
warrants or employee and director  stock option plans  approved by the Company's
board of directors or  indebtedness  material to the Company  (other than in the
ordinary  course of  business);  and (v) there has not been a change  that would
result in a Material Adverse Effect.

            3.12  Intellectual  Property.  Except as otherwise  disclosed in the
2003 Annual  Report (i) the Company  owns,  or has  obtained  valid  licenses or
rights to use, the material inventions, patent applications, patents, trademarks
(both registered and  unregistered),  trade names,  copyrights and trade secrets
necessary  for the  conduct of the  Company's  business as  currently  conducted
(collectively,  the "INTELLECTUAL PROPERTY");  (ii) the Company has not received
notice  from any third party who has or claims to have any  ownership  rights to
any  Intellectual  Property that is owned by or has been licensed to the Company
for the  pharmacological  indications  described in the 2003 Annual  Report that
would preclude the Company from conducting its business as currently  conducted;
(iii) to the Company's  knowledge,  there are currently no sales of any products
that  would  constitute  an  infringement  by  third  parties  of  any  material
Intellectual  Property  owned by or  licensed to the  Company;  (iv) there is no
pending or, to the Company's knowledge,  threatened action, suit,  proceeding or
claim by others  challenging  the rights of the  Company  in or to any  material
Intellectual  Property owned by licensed to the Company; (v) there is no pending
or, to the Company's knowledge,  threatened action, suit, proceeding or claim by
third  parties  challenging  the validity or scope of any material  Intellectual
Property  owned by or licensed to the Company;  and (vi) there is no pending or,
to the Company's  knowledge,  threatened  action,  suit,  proceeding or claim by
others that the Company infringes or otherwise  violates any patent,  trademark,
copyright,  trade secret or other  proprietary right of others that would have a
Material Adverse Effect.


                                      -5-
<PAGE>

            3.13 Compliance.  Except as disclosed in the 2003 Annual Report, the
Company has not been  advised,  and to its  knowledge  has no reason to believe,
that it is not conducting its business in compliance  with all applicable  laws,
rules and regulations of the  jurisdictions  in which it is conducting  business
except where such failure would not,  individually  or in the aggregate,  have a
Material Adverse Effect.

            3.14 Environmental  Matters.  Except as disclosed in the 2003 Annual
Report and except as would not, individually or in the aggregate,  reasonably be
expected to have a Material  Adverse  Effect (i) the Company is in compliance in
all material respects with all applicable  Environmental  Laws, (ii) the Company
has all permits,  authorizations  and approvals  required  under any  applicable
Environmental  Laws and is in compliance with the  requirements of such permits,
authorizations and approvals, (iii) there are no pending or, to the knowledge of
the Company,  threatened Environmental Claims against the Company and (iv) under
applicable  law,  there are no  circumstances  with  respect to any  property or
operations  of the Company  that are  reasonably  likely to form the basis of an
Environmental Claim against the Company.

For purposes of this  Agreement,  the  following  terms shall have the following
meanings:  "ENVIRONMENTAL  LAW" means any  federal,  state,  local or  municipal
statute, law, rule,  regulation,  ordinance,  code, policy or rule of common law
and  any  judicial  or  administrative  interpretation  thereof,  including  any
judicial or administrative  order, consent decree or judgment,  United States or
foreign, relating to the environment,  health, safety or any chemical,  material
or  substance,  exposure to which is  prohibited,  limited or  regulated  by any
governmental authority. "ENVIRONMENTAL CLAIMS" means any and all administrative,
regulatory or judicial actions, suits, demands,  demand letters,  claims, liens,
notices of noncompliance or violation, investigations or proceedings relating in
any way to any Environmental Law.

            3.15 Taxes. The Company has filed or obtained filing extensions with
respect to all  federal,  state,  local and  foreign  income and  franchise  tax
returns material to the Company,  and has paid or accrued all taxes shown as due
thereon,  and the Company has no knowledge of a tax deficiency  that has been or
might be asserted or threatened  against it, which would have a Material Adverse
Effect.

            3.16  Transfer  Taxes.  On the Closing Date,  all stock  transfer or
other taxes (other than income taxes) that are required to be paid in connection
with the sale and transfer of the Shares to be sold to the Purchaser will be, or
will have been,  fully paid or provided for by the Company and all laws imposing
such taxes will be or will have been fully complied with.

            3.17 Insurance.  The Company maintains  insurance of the type and in
the amount that the Company  reasonably  believes is adequate for its  business,
including, but not limited to, insurance covering all real and personal property
owned or leased by the Company  against  risks  customarily  insured  against by
similarly  situated  companies,  all of which  insurance  is in full  force  and
effect.


                                      -6-
<PAGE>

            3.18  Contributions.  The Company has not directly or indirectly (i)
made any unlawful  contribution to any candidate for public office, or failed to
disclose  fully where required by law any  contribution  in violation of law, or
(ii) made any payment to any federal or state governmental  officer or official,
or other person charged with similar public or quasi-public  duties,  other than
payments  required  or  permitted  by the  laws  of  the  United  States  or any
jurisdiction thereof.

            3.19 Investment Company.  The Company is not an "investment company"
or an  "affiliated  person" of, or "promoter or "principal  underwriter"  for an
investment company, within the meaning of the Investment Company Act of 1940, as
amended.

            3.20 Related Party Transactions. No transaction has occurred between
or among the Company and its affiliates,  officers or directors or any affiliate
or  affiliates  of any such officer or director that would have been required to
be described in the 2003 Annual Report when filed that is not so described.

            3.21 Books and  Records.  The books,  records  and  accounts  of the
Company  accurately  and  fairly  reflect,  in  all  material  respects  and  in
reasonable  detail, the transactions in, and dispositions of, the assets of, and
the  results of  operations  of, the  Company,  all to the  extent  required  by
generally  accepted  accounting  principles  of the United  States.  The Company
maintains  a system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurances  that (i)  transactions  are executed in accordance  with
management's general or specific authorizations,  (ii) transactions are recorded
as necessary to permit  preparation  of the  Financial  Statements in accordance
with  generally  accepted  accounting  principles  of the  United  States and to
maintain  asset  accountability,  (iii)  access to assets is  permitted  only in
accordance  with  management's  general or specific  authorization  and (iv) the
recorded  accountability  for assets is  compared  with the  existing  assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.

            3.22  Employee  Agreements.  To  the  Company's  knowledge,  if  any
full-time  employee  identified  in the 2003 Annual  Report has entered into any
non-competition, non-disclosure, confidentiality or other similar agreement with
any party other than the Company,  such employee is neither in violation thereof
nor is expected to be in violation thereof as a result of the business conducted
or  expected to be  conducted  by the  Company as  described  in the 2003 Annual
Report or such person's  performance  of his or her  obligations to the Company,
and the  Company  has  not  received  written  notice  that  any  consultant  or
scientific  advisor  of the  Company  is in  violation  of any  non-competition,
non-disclosure, confidentiality or similar agreement.

            3.23 [Intentionally Omitted]

            3.24 Disclosure.  Neither this Agreement nor the Disclosure Schedule
nor any other documents,  certificates or instruments furnished to the Purchaser
by or on behalf of the Company in connection with the transactions  contemplated
by the  Agreement  contain  any untrue  statement  of a material  fact or to the
Company's knowledge omit to state a material fact necessary in order to make the
statements  made herein or therein,  in the light of  circumstances  under which
they were made herein or therein, not misleading.


                                      -7-
<PAGE>

            3.25 No  Integrated  Offering.  Neither the Company,  nor any of its
affiliates,  nor any  person  acting on its or their  behalf,  has  directly  or
indirectly  made any offers or sales or any security or solicited  any offers to
buy any security under circumstances that would cause the offering of the Shares
pursuant to this Agreement to be integrated  with prior offerings by the Company
for purposes of the  Securities  Act that would prevent the Company from selling
the Shares  pursuant to Regulation D and Rule 506 thereof  under the  Securities
Act, or any applicable  exchange-related  stockholder approval  provisions,  nor
will the Company or any of its  affiliates  or  subsidiaries  take any action or
steps that would cause the offering and sale of the Shares to be integrated with
other offerings, such as to deny the Company access to Rule 506 of Regulation D.
The  Company  does  not have  any  registration  statement  pending  before  the
Commission or currently under the Commission's review.

            3.26  Sarbanes-Oxley  Act. The Company is in substantial  compliance
with  the  applicable   provisions  or  the  Sarbanes-Oxley  Act  of  2002  (the
"Sarbanes-Oxley Act"), and the rules and regulations promulgated thereunder that
are effective.

            3.27 Other Financing. If the Company enters into an agreement with a
third  party  other  than  for a  merger  or  consolidation  or  sale  of all or
substantially  all assets before the  effectiveness of a registration  statement
covering the Shares the principal purpose of which is to secure equity financing
(an "Other  Financing"),  and if the Other Financing occurs at a price per share
less than the Price Per Share (i) if the Other  Financing  occurs within 60 days
of the Closing Date, the Company shall issue additional  shares to the Purchaser
calculated  by dividing the Purchase  Price by such lower price and  subtracting
the Shares,  and (ii) if the Other  Financing  at a lower price per share occurs
after such  60-day  period the  Company  shall  issue  additional  shares to the
Purchaser based upon the "weighted average"  anti-dilution  formula set forth in
Exhibit  C  (in  each  case,  the  "Anti-Dilution   Shares").   If  issued,  the
Anti-Dilution  Shares shall,  at the  Purchaser's  option,  if  appropriate,  be
registered in a separate registration statement.

      SECTION 4. Representations and Warranties of the Purchaser.  The Purchaser
hereby makes the representations and warranties to the Company contained in this
Section 4.

            4.01. Existence and Power. The Purchaser is an entity duly organized
or  formed,  validly  existing  and in  good  standing  under  the  laws  of the
jurisdiction  in which it is organized or formed and has all requisite power and
authority to enter into this Agreement and the Registration Rights Agreement and
to perform its obligations hereunder or thereunder.

            4.02. Authorization. The Purchaser has the power to execute, deliver
and perform its  obligations  under this Agreement and the  Registration  Rights
Agreement,  and has  taken all  necessary  action to  authorize  the  execution,
delivery and performance by it of the Transaction  Documents.  Each  Transaction
Document has been duly executed and delivered by the Purchaser and constitutes a
legal,  valid and binding  agreement of the Purchaser,  enforceable  against the
Purchaser  in  accordance  with its  respective  terms,  subject  to  applicable
bankruptcy,  insolvency  and other  similar  laws  affecting  creditors'  rights
generally and by equitable principles of general applicability.


                                      -8-
<PAGE>

            4.03. Governmental Authorization.  The execution and delivery by the
Purchaser of this  Agreement  and the  Registration  Rights  Agreement,  and the
performance  and  consummation  of  the  transactions  contemplated  hereby  and
thereby,  require no material  action by or in respect  of, or  material  filing
with, any  governmental  body,  agency or official,  not otherwise duly taken or
effected.

            4.04. Non-Contravention.  The execution, delivery and performance of
the this Agreement and the Registration Rights Agreement and the performance and
consummation  of the  transactions  contemplated  hereby and  thereby,  will not
result in any  violation  under or be in conflict  with or  constitute,  with or
without  the  passage of time and giving of  notice,  either a material  default
under the Purchaser's  organizational  documents or any judgment,  order,  writ,
decree or material  contract to which the Purchaser is a party or by which it is
bound.

            4.05. Private Placement.

                  (a) The Purchaser  acknowledges  that the Shares have not been
registered  under the  Securities  Act, or the  securities  laws of any state or
other jurisdiction and can only be resold pursuant to an effective  Registration
Statement (a "Registration  Statement")  under the Securities Act or pursuant to
an exemption thereunder.

                  (b) The Purchaser represents and warrants that it is acquiring
the Shares to be purchased by it pursuant to this  Agreement for  investment for
the Purchaser's own account and not with a view to the resale or distribution of
the  Shares  or any  interest  therein  other  than  in a  transaction  that  is
registered  or  exempt  from  registration  under  the  Securities  Act  and any
applicable state laws.

                  (c) The Purchaser  represents and warrants to the Company that
(i) it is an "accredited investor" as such term is defined in Regulation D under
the Securities  Act; (ii) it has previously  invested in securities of companies
in the biotechnology sector and has (either alone or together with its advisors)
such  knowledge  and  experience  in financial  and business  matters that it is
capable of  evaluating  the merits and risks of the  investment  in the  Shares;
(iii) it has the ability to bear the economic risks of the  investment  therein;
(iv) it is able, without materially impairing its financial  condition,  to hold
the Shares for an indefinite  period of time and to suffer  complete loss of its
investment;  (v) it has  fully  considered  the  risks  of this  investment  and
stipulates that (1) this investment is suitable only for an investor who is able
to bear the  economic  consequences  of a total  loss  thereof,  (2) the  Shares
represent an investment  that involves a substantial  degree of risk of loss and
(3) there are substantial  restrictions on the transferability of the Shares and
that,  accordingly,  it may not be possible for the  Purchaser to liquidate  its
investment;  and (vi) there has been no  representation by the Company as to the
possible future value of the Shares as to any anticipated liquidity events other
than the registration rights contained in the Registration Rights Agreement.

                  (d) The  Purchaser  has  been  given  the  opportunity  to ask
questions of, and receive answers from, the Company  regarding the Company,  the
terms and conditions of the Shares and related  matters,  and has been furnished
with or has  otherwise  had  access to the  information  it deems  necessary  or
desirable to evaluate the merits and risks of its acquisition of the Shares.


                                      -9-
<PAGE>

                  (e)  The   Purchaser   understands   that   the   Shares   are
characterized  as "restricted  securities"  under the Securities Act inasmuch as
they are being acquired from the Company in a transaction not involving a public
offering  and that under the  Securities  Act and  applicable  regulations,  the
Shares  may be resold  without  registration  under the  Securities  Act only in
certain limited circumstances.  It is understood that the certificates delivered
in  connection  with the Closing  evidencing  the Shares will bear a restrictive
legend.

                  (f)  The  Purchaser  represents  that it  understands  the tax
consequences of this investment and it has consulted its own legal,  accounting,
tax,  investment  and other  advisors  with respect to the tax  treatment of the
investment contained herein by the Purchaser.

                  (g) The  Purchaser  has, in  connection  with its  decision to
purchase  the  Shares,  relied  solely  upon  the  2003  Annual  Report  and the
representations  and  warranties  of the  Company  contained  herein  and in the
Registration Rights Agreement.

            4.06 [Intentionally omitted]

            4.07 Other Market Transactions.  Purchaser has not prior to March 1,
2004,  effected or requested to be effected any  transaction  in Common Stock or
derivatives relating thereto.

      SECTION 5. Covenants of the Company and Purchaser.

            5.01 Further Assurances. Subject to the terms and conditions of this
Agreement,  the Company and the Purchaser agree to use  commercially  reasonable
efforts  to (i) obtain  all  necessary  consents,  waivers,  authorizations  and
approvals necessary or desirable in connection with the execution,  delivery and
performance of the Transaction  Documents;  and (ii) take, or cause to be taken,
all other  actions and to do, or cause to be done,  all other things  reasonably
necessary or desirable  under  applicable  laws to consummate  the  transactions
contemplated by the Transaction  Documents.  The Company and the Purchaser agree
to execute  and  deliver  such  documents,  certificates,  agreements  and other
writings  and to take such  other  actions  as may be  reasonably  necessary  or
desirable in order to consummate  or implement  expeditiously  the  transactions
contemplated by the Transaction Documents.

            5.02.  Certain  Filings.  The  Company  and the  Purchaser  agree to
cooperate with each other (i) in determining whether any action by or in respect
of, or filing with,  any  governmental  body,  agency,  official or authority is
required,  or any  actions,  consents,  approvals  or waivers are required to be
obtained  from  parties  to any  material  contracts,  in  connection  with  the
consummation of the transactions  contemplated by the Transaction Documents; and
(ii) in taking such actions or making any such filings,  furnishing  information
required in connection  therewith and seeking timely to obtain any such actions,
consents, approvals or waivers.

            5.03. Public Announcements.  Neither party shall make or cause to be
made  any  press  release  in  respect  of this  Agreement  or the  transactions
contemplated  hereby without the prior written consent of the other party, which
consent shall not be unreasonably withheld or delayed, provided that the Company
shall be permitted  to make such  disclosures  as may be required by  applicable
laws,  rules or regulations  or as may be required  under any listing  agreement
with,  or rule or  regulation  of, any national  securities  exchange or trading
market, in which case the Company shall use commercially  reasonable  efforts to
provide a draft of any such press release to the  Purchaser  within a reasonable
period of time prior to the anticipated  release of such press release to enable
it to comment thereon.


                                      -10-
<PAGE>

            5.04 Disclosure of Material  Information.  To its knowledge  neither
the Company  nor any other  person  acting on its behalf has  provided as of the
Closing the  Purchaser  or its agents or counsel with any  information  that the
Company believes constitutes material non-public information.

      SECTION 6. Closing Deliveries.

            6.01. Conditions to the Purchaser's  Obligations.  The obligation of
the Purchaser to consummate  the  transactions  contemplated  by this  Agreement
shall be subject to the delivery of the  fulfillment  prior to or at the Closing
of the following conditions:

                  (a)  The   representations   and  warranties  of  the  Company
contained  in Section 3 shall be true on and as of the  Closing in all  material
respects with the same effect as though such  representations and warranties had
been made on and as of the date of such Closing.

                  (b) The  Company  shall have  performed  and  complied  in all
material respects with all agreements,  obligations and conditions  contained in
this  Agreement  that are required to be performed or complied  with by it on or
before the Closing.

                  (c) All  authorizations,  approvals or permits, if any, of any
governmental  authority or regulatory  body of the United States or of any state
or of any  securities  exchange or trading  market on which the Common  Stock is
listed that are required in connection  with the lawful issuance and sale of the
Shares pursuant to this Agreement shall have been duly obtained and effective as
of the Closing and all filings with such authorities or regulatory  bodies shall
have been made and  accepted,  to the extent so  required  to have been made and
accepted as of the Closing Date.

                  (d) Subject to Section 2(c),  the Company shall have delivered
a stock certificate to the Purchaser  representing the Shares being purchased by
the Purchaser under this Agreement.

                  (e) The Company shall have  delivered or made available to the
Purchaser,  all in form and substance  reasonably  acceptable to the Purchaser's
counsel, the following:

                              (i) a certificate of the Secretary of the Company,
dated the Closing Date,  as to the  incumbency  of each officer  executing  this
Agreement and the Registration Rights Agreement or any document related thereto;
and

                              (ii) a certified  copy of the  resolutions  of the
Company's   board  of  directors   authorizing   the  execution,   delivery  and
consummation  of this Agreement and the  Registration  Rights  Agreement and the
transactions contemplated hereby and thereby.

                  (f) The  Company  shall have  delivered  to the  Purchaser  an
opinion of counsel substantially in the form attached hereto as Exhibit B, which
may be the Company's vice president and general counsel,  as to the existence of
the Company and its authority to consummate the transactions contemplated hereby
in form and substance reasonably satisfactory to the Purchaser.


                                      -11-
<PAGE>

                  (g)  The  Company   shall  have  executed  and  delivered  the
Registration  Rights  Agreement,  substantially  in the form attached  hereto as
Exhibit A.

            6.02.  Conditions to the Obligations of the Company.  The obligation
of the Company to consummate  the  transactions  contemplated  by this Agreement
shall be subject to the fulfillment  prior to or at the Closing of the following
conditions:

                  (a)  The  representations  and  warranties  of  the  Purchaser
contained  in  Section  4 above  shall be true on and as of the  Closing  in all
material  respects  with the same  effect as  though  such  representations  and
warranties had been made on and as of the Closing.

                  (b) All  authorizations,  approvals  or  permits if any of any
governmental  authority or regulatory  body of the United States or of any state
or of any  securities  exchange or trading  market on which the Common  Stock is
listed that are required in connection  with the lawful issuance and sale of the
Shares pursuant to this Agreement shall have been duly obtained and effective as
of the Closing and all filings with such authorities or regulatory  bodies shall
have been made and  accepted,  to the extent so  required  to have been made and
accepted as of the Closing Date.

                  (c) The  Purchaser  shall have  performed  and complied in all
material respects with all agreements,  obligations and conditions  contained in
this  Agreement  that are required to be performed or complied  with by it on or
before the Closing.

                  (d) The Purchaser  shall have paid to the Company the Purchase
Price as specified in Section 2 upon receipt of the Shares.

                  (e) The  Purchaser  shall  have  executed  and  delivered  the
Registration  Rights  Agreement  in the  delivered  by the  Company  pursuant to
Section 6.01(g).

                  (f) The  Purchaser  shall have  delivered  to the Company such
closing  documents as shall be  reasonably  requested by the Company in form and
substance reasonably acceptable to the Company's counsel.

      SECTION 7. Survival of  Representations  and Warranties;  Indemnification;
Exclusive Remedy.

            7.01.    Survival   of   Representations    and   Warranties.    The
representations  and warranties provided for in this Agreement shall survive for
a period of one (1) year from the Closing Date (the "SURVIVAL  PERIOD") provided
that any  representation or warranty in respect of which indemnity may be sought
under  this  Agreement  shall  survive  the time at  which  it  would  otherwise
terminate if notice of the inaccuracy or breach thereof shall have been given to
the party against whom such  indemnity  may be sought prior to such  termination
and  provided  further that such  survival  shall be solely with respect to such
inaccuracy or breach claimed.


                                      -12-
<PAGE>

            7.02.  Indemnification.  (a) The Company  shall  indemnify  and hold
harmless the Purchaser, its affiliates and their respective officers, directors,
employees  and  agents  from and  against  any and all  direct  monetary  costs,
expenses,  damages,  liabilities  or  losses  (including,   without  limitation,
reasonable  counsel's fees and other reasonable  out-of-pocket costs incident to
any  third  party  suit,   action  or   proceeding   (but   excluding   special,
consequential, punitive or like damages) (collectively, "DAMAGES") to the extent
caused by (i) the breach of any  representation  or warranty made by the Company
in this Agreement or (ii) the breach by the Company of any covenant or agreement
to be performed by it hereunder.

                  (b) The  Purchaser  shall  indemnify  and  hold  harmless  the
Company, its affiliates and their respective officers, directors,  employees and
agents  from and  against  any and all  Damages to the extent  caused by (i) the
breach of any representation or warranty made by the Purchaser in this Agreement
or (ii) any breach by the Purchaser of any covenant or agreement to be performed
by it hereunder.

                  (c) The  obligations of the Company,  on the one hand, and the
Purchaser,  on the other hand,  to provide any such  indemnification  under this
Section 7.02 shall expire in accordance with the Survival Period.

                  (d) Neither the Company nor the  Purchaser  shall be obligated
to provide  any such  indemnification  to the other under this  Section  7.02 in
respect  of any  Damages  unless  the  total of all such  Damages  shall  exceed
$100,000 in the  aggregate,  whereupon  the full amount of such Damages shall be
recoverable  by an Indemnified  Party (as defined below) in accordance  with the
terms hereof and the maximum  amount payable by the Company to the Purchaser for
any such Damage shall not exceed the purchase price received by the Company from
the Purchaser in respect of the Shares.

                  (e)  Any  Person  providing  indemnification  pursuant  to the
provisions of this Section 7.02 is hereinafter  referred to as an  "INDEMNIFYING
PARTY" and any Person  entitled to be indemnified  pursuant to the provisions of
this Section 7.02 is hereinafter referred to as an "INDEMNIFIED PARTY."

            7.03.  Procedures  for Third Party Claims.  In the case of any claim
for  indemnification  arising  from a claim  of a third  party (a  "THIRD  PARTY
CLAIM"),  the  Indemnified  Party  shall  give  prompt  written  notice  to  the
Indemnifying  Party  of any  claim or  demand  that the  Indemnified  Party  has
knowledge  and  as to  which  it  may  request  indemnification  hereunder.  The
Indemnifying  Party  shall have the right to defend  and to direct  the  defense
against  any  such  Third  Party  Claim,  in  its  name  or in the  name  of the
Indemnified Party, as the case may be, at the expense of the Indemnifying Party,
and with counsel selected by the Indemnifying  Party unless (i) such Third Party
Claim  seeks  an  order,  injunction  or  other  equitable  relief  against  the
Indemnified  Party or (ii) the Indemnified  Party reasonably  concludes that (x)
there  is  a  conflict  of  interest  between  the  Indemnified  Party  and  the
Indemnifying  Party in the  conduct of the  defense of such Third Party Claim or
(y) the  Indemnified  Party  has  one or  more  defenses  not  available  to the
Indemnifying Party.  Notwithstanding anything in this Agreement to the contrary,
the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate
with the Indemnifying  Party, and keep the Indemnifying  Party fully informed in
the  defense of such Third Party  Claim.  The  Indemnified  Party shall have the
right to  participate  in the  defense of any Third  Party  Claim  with  counsel
employed at its own expense  provided that, in the case of any Third Party Claim
described in clause (i) or (ii) of the second preceding  sentence or as to which
the  Indemnifying  Party has not employed  counsel to assume the defense of such
Third Party Claim,  the reasonable fees and  disbursements of such counsel shall
be at the expense of the Indemnifying  Party. The Indemnifying  Party shall have
no  indemnification  obligations  with  respect to any Third Party Claim that is
settled  by the  Indemnified  Party  without  the prior  written  consent of the
Indemnifying Party.


                                      -13-
<PAGE>

SECTION 8. Miscellaneous.

            8.01. Notices.  All notices,  requests and other communications to a
party hereunder shall be in writing  (including  telecopier or similar  writing)
and shall be given to the party at its address or telecopier number as set forth
below, or such other address or telecopier  number as such party may hereinafter
specify  for the purpose of giving  notice  hereunder  to the party  giving such
notice. Each such notice,  request or other communication shall be effective (i)
if given by  telecopier,  when such  telecopier is transmitted to the telecopier
number specified pursuant to this Section 8.01 and the appropriate  confirmation
is  received  or (ii) if given by mail,  72 hours  after such  communication  is
deposited  in the mails,  certified  mail,  return  receipt  requested,  postage
prepaid,  addressed  as  aforesaid  or (iii) if given by any other  means,  when
delivered at the address as follows:

            If to the Company, to:

            DOV Pharmaceutical, Inc.
            Continental Plaza
            433 Hackensack Avenue
            Hackensack NJ 07601
            Attention: General Counsel
            Telecopier: (201) 968-0986

            With a copy to:

            Goodwin Procter LLP
            599 Lexington Avenue
            New York, New York 10022
            Attention: Joseph R. Siegelbaum, Esq.
            Telecopier: (212) 355-3333

            If to the Purchaser, to:

            Acqua Wellington Opportunity I Limited
            Shirlaw House
            87 Shirley Street
            Nassau, Bahamas
            Attention:  Michael Taylor

            With a copy to:

            Jenkins & Gilchrist Parker Chapin LLP
            The Chrysler Building
            405 Lexington Avenue
            New York, New York
            Attention: Christopher S. Auguste
            Telecopier: (212) 704-6288


                                      -14-
<PAGE>

            8.02. Amendments and Waivers.

            (a) Any term of this  Agreement may be amended and the observance of
any term of this  Agreement may be waived  (either  generally or in a particular
instance  and either  retroactively  or  prospectively),  only with the  written
consent of the Company and the  Purchaser.  Any  amendment or waiver so effected
shall be binding  upon each holder of the Shares at the time  outstanding,  each
future holder of the Shares and the Company.

            (b) No failure or delay by any party in exercising any right,  power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided  shall be  cumulative  and not  exclusive  of any  rights  or  remedies
provided by law.

            8.03. Expenses;  Documentary Taxes. Except as expressly set forth in
this  Agreement or in the  Registration  Rights  Agreement,  the Company and the
Purchaser  shall  each pay its own costs and  expenses  in  connection  with the
transactions contemplated hereby or thereby.  Notwithstanding the foregoing, the
Company  shall pay the fees based upon  activity  invoices and expenses of legal
counsel to the Purchaser in an amount not to exceed $35,000.

            8.04. Successors and Assigns. The provisions of this Agreement shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective successors and assigns provided that no party may assign, delegate or
otherwise transfer any of its rights or obligations under this Agreement without
the consent of the other party except that, with respect to the Company, no such
consent shall be required from the Purchaser in connection with any transfers by
the Company in connection with its merger or consolidation or its sale of all or
substantially all the assets of the Company.

            8.05. Governing Law. This Agreement and all matters arising directly
or indirectly  hereunder shall be governed by, and construed in accordance with,
the laws of the  State of New  York  without  regard  to the  conflicts  of laws
principles thereof.

            8.06.  Consent  to  Jurisdiction.  Any suit,  action  or  proceeding
relating to or arising out of this  Agreement or the  transactions  contemplated
hereby,  shall be brought in the United States  District  Court for the Southern
District of New York,  so long as one of such courts shall have  subject  matter
jurisdiction over such suit, action or proceeding,  and that any cause of action
arising out of this  Agreement  directly or  indirectly  shall be deemed to have
arisen from a transaction  of business in the State of New York, and each of the
parties hereby  irrevocably  consents to the jurisdiction of such courts (and of
the  appropriate  appellate  courts) in any such suit,  action or proceeding and
irrevocably  waives,  to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding that
is brought in any such court has been brought in an inconvenient forum.  Process
in any such suit,  action or proceeding  may be served on any party  anywhere in
the world, whether within or outside the jurisdiction of any such court. Without
limiting the foregoing,  each party agrees that service of process on such party
as provided by notice pursuant to Section 8.01 shall be deemed effective service
of process on such party.


                                      -15-
<PAGE>

            8.07.  WAIVER OF JURY  TRIAL.  THE COMPANY  AND THE  PURCHASER  EACH
HEREBY  IRREVOCABLY  WAIVES  ANY AND ALL  RIGHT TO  TRIAL  BY JURY IN ANY  LEGAL
PROCEEDING  ARISING  OUT  OF OR  RELATED  TO  THIS  AGREEMENT,  THE  TRANSACTION
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

            8.08 Legend on  Securities.  The following  legend shall be typed on
each certificate  evidencing the Shares issued hereunder held at any time by the
Purchaser:

            THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
            SECURITIES  ACT OF 1933 (THE "ACT") OR ANY STATE  SECURITIES OR BLUE
            SKY LAWS AND MAY NOT BE OFFERED,  SOLD,  TRANSFERRED,  OR  OTHERWISE
            DISPOSED OF EXCEPT (1)  PURSUANT TO A  REGISTRATION  STATEMENT  WITH
            RESPECT TO  SUCHSECURITIES  THAT IS  EFFECTIVE  UNDER THE ACT OR (2)
            PURSUANT TO AN AVAILABLE  EXEMPTION FROM REGISTRATION  UNDER THE ACT
            RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH
            APPLICABLE STATE SECURITIES AND BLUE SKY LAWS.

            8.09.  Counterparts;  Facsimile  Signatures.  This  Agreement may be
executed in counterparts,  each of which shall be deemed an original  agreement,
but  all of  which  together  shall  constitute  one and  the  same  instrument.
Execution  and  delivery  of this  Agreement  by  facsimile  transmission  shall
constitute  execution and delivery of this Agreement for all purposes,  with the
same force and effect as execution and delivery of an original  manually  signed
copy hereof.

      8.10.  Entire  Agreement.  This Agreement  together with the  Registration
Rights  Agreement and all schedules,  exhibits or annexes  attached to either of
the foregoing  constitutes the entire  agreement and  understanding  between the
parties hereto and supersedes any and all prior  agreements and  understandings,
written or oral, relating to the subject matter of the Transaction Documents.

            8.11.  Headings.  The  headings in this  Agreement  are included for
convenience  of  reference  only and shall be  ignored  in the  construction  or
interpretation hereof.

            8.12.  Severability.   Any  provision  of  this  Agreement  that  is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating the remaining  provisions  hereof but shall be interpreted as if it
were  written  so as to be  enforceable  to  the  maximum  extent  permitted  by
applicable law, and any such prohibition or unenforceability in any jurisdiction
shall  not  invalidate  or  render  unenforceable  such  provision  in any other
jurisdiction.  To the extent  permitted by  applicable  law, the parties  hereby
waive any  provision of law that renders any  provisions  hereof  prohibited  or
unenforceable in any respect.

            8.13.  Construction.  This  Agreement  shall  not  be  construed  or
interpreted  with any  presumption  against  any  party  hereto by reason of its
causing this Agreement to be drafted.


                                      -16-
<PAGE>

[INTENTIONALLY LEFT BLANK; SIGNATURES ARE ON NEXT PAGE]


                                      -17-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly  authorized  representatives  as of the day and year  first  above
written.

                                        DOV PHARMACEUTICAL, INC.

                                        By: /s/ Robert Horton
                                           -------------------------------------
                                           Name:  J. R. Horton
                                           Title: Vice President and
                                                  General Counsel


                                        ACQUA WELLINGTON OPPORTUNITY I LIMITED


                                        By: /s/ Michael Taylor
                                           -------------------------------------
                                           Name:  Michael Taylor
                                           Title: Director