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                                                                   Exhibit 10.10

                                                                  EXECUTION COPY

                                         [***] TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED


                                LICENSE AGREEMENT

                                 BY AND BETWEEN

                                 NASCIME LIMITED

                                       AND

                              ELAN CORPORATION, PLC


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                                TABLE OF CONTENTS

CLAUSE                                                                      PAGE

1.       Definitions...........................................................3

2.       Grant of Rights.......................................................8

3.       (Intentionally Deleted)...............................................9

4.       Trademarks............................................................9

5.       (Intentionally deleted)..............................................11

6.       Financial provisions.................................................11

7.       Right of Audit and Inspection........................................13

8.       Confidential Information.............................................13

9.       Term and Termination of Agreement....................................15

10.      Certain Changes of Control...........................................17

11.      Representations/Warranties/Indemnities...............................18

12.      Impossibility of Performance - Force Majeure.........................19

13.      Settlement of Disputes ; Proper Law..................................20

14.      Assignment...........................................................20

15.      Notices..............................................................21

16.      Miscellaneous Clauses................................................22


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THIS AGREEMENT made this 20th  day of January 1999

AMONG:

(1)   ELAN CORPORATION, PLC, a public limited company incorporated under the
      laws of Ireland, and having its registered office at Lincoln House,
      Lincoln Place, Dublin 2, Ireland ("ELAN"); and

(2)   NASCIME LIMITED, a private limited company incorporated under the laws of
      Ireland and having its registered office at 30 Herbert Street, Dublin 2
      ("NASCIME") and

(3)   DOV PHARMACEUTICAL, INC., a corporation duly incorporated and validly
      existing under the laws of New Jersey and having its principal place of
      business at One Parker Plaza, Fort Lee, New Jersey 07024, United States of
      America ("DOV");

WHEREAS

A.    Simultaneously herewith, Elan, EIS, DOV, the Company and Nascime are
      entering into the JDOA for the purpose of recording the terms and
      conditions of a joint venture and of regulating their relationship with
      each other and certain aspects of the affairs of and their dealings with
      the Company and Nascime.

B.    Elan is beneficially entitled to the use of certain patents which have
      been granted or are pending in relation to drug specific dosage forms for
      pharmaceutical products and Elan has developed various drug delivery
      technologies and pharmaceutical products derived therefrom having improved
      pharmaceutical, biopharmaceutical or other characteristics.

C.    Nascime desires to enter into this Agreement with Elan so as to permit
      Nascime to utilize the Elan Intellectual Property in the research,
      development, manufacture, distribution and sale of the Products in the
      Field.

D.    Simultaneously herewith, Nascime and DOV are entering into the DOV License
      Agreement relating to Nascime's use of the DOV Intellectual Property.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.    DEFINITIONS

1.1   In this Agreement, including the Recitals and Schedules, the following
      definitions shall prevail unless the context otherwise requires:


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      "ACY" shall mean American Cyanamid Company.

      "ACY AGREEMENT" shall mean that certain agreement between DOV and ACY
      dated 29th May 1998 pursuant to which DOV licensed rights to the Compounds
      for the Territory.

      "AFFILIATE" of any Person (in the case of a legal entity) means any other
      Person controlling, controlled or under the common control of such first
      Person as the case may be. For the purposes of this definition, "control"
      shall mean direct or indirect ownership of fifty percent (50%) or more of
      the stock or shares entitled to vote for the election of directors or
      capital interests representing at least 50% of the equity thereof and
      "controlling" and "controlled" shall be construed accordingly.

      "AGREEMENT" shall mean this license agreement (which expression shall be
      deemed to include the Recitals and the Schedules hereto).

      "COMPANY" shall mean DOV Newco, Ltd., of which Nascime is a wholly owned
      subsidiary.

      "COMPOUNDS" shall mean the DOV compounds DOV 220,075 and DOV 273,547, the
      rights to which were licensed by DOV pursuant to the ACY Agreement.

      "CONFIDENTIAL INFORMATION" shall have the meaning set forth in Clause 8.2.
      and Clause 8.6.

      "CONTROLLED RELEASE" shall mean the modification of the release profile of
      an orally administered drug to provide a delayed, extended, sustained,
      programmed and/or pulsatile release profile and/or prolongation and/or
      modification of a therapeutic effect.

      "CONVERTIBLE NOTE" shall mean that certain convertible promissory note to
      be issued by DOV in favour of Elan International Services, Ltd.

      "DOV INTELLECTUAL PROPERTY" shall have the meaning assigned to it in the
      DOV License Agreement.

      "DOV LICENSE AGREEMENT" shall mean the license agreement of even date
      entered into between DOV and Nascime.

      "DOV PATENT RIGHTS" shall have the meaning assigned to it in the DOV
      license agreement.

      "EFFECTIVE DATE" means the date of this Agreement.

      "EIS" means Elan International Services, Ltd., a private limited company


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      incorporated under the laws of Bermuda and having its registered office at
      Flatts, Smiths Parish, Bermuda, FL 04.

      "ELAN IMPROVEMENTS" shall mean improvements to the Elan Intellectual
      Property, whether made by Elan, DOV or Nascime. Subject to third party
      agreements, Elan Improvements shall constitute part of Elan Intellectual
      Property pursuant to Clause 2.3. solely for the purposes set forth therein
      and included in the license of the Elan Intellectual Property hereunder,
      insofar as such improvements relate to the Field. If the inclusion of an
      Elan Improvement in the license of Elan Intellectual Property is
      restricted or limited by a third party agreement, Elan shall use
      reasonable commercial efforts to minimize any such restriction or
      limitation.

      "ELAN INTELLECTUAL PROPERTY" shall mean the Elan Know-How and the Elan
      Patent Rights. For the avoidance of doubt, Elan Intellectual Property
      shall exclude (a) Elan's patent rights and know-how relating to [***]
      and (b) inventions, patents and know-how owned, licensed or controlled by
      affiliates or subsidiaries of Elan Corporation, plc, including Athena
      Neurosciences, Inc., Carnrick Laboratories Inc., Elan Pharmaceuticals Inc.
      (formerly Neurex Corporation) and Targon Corporation.

      "ELAN KNOW-HOW" shall mean any and all rights owned, licensed or
      controlled by Elan to any discovery, invention (whether or not
      patentable), know-how, substances, data, techniques, processes, systems,
      formulations and designs relating to pharmaceutical formulation knowledge,
      expertise, information and data owned by Elan, or otherwise necessary or
      useful to develop and manufacture the Products, but excluding any
      discovery, invention (whether or not patentable), know-how, substances,
      data, techniques, processes, systems, formulations and designs insofar as
      same relates specifically to the Compounds.

      "ELAN LICENSE" shall have the meaning set forth in Clause 2.1.

      "ELAN PATENT RIGHTS" shall mean any and all patents now existing,
      currently pending or hereafter filed or obtained relating to
      pharmaceutical formulation knowledge, expertise, information and data
      owned by Elan, and any foreign counterparts thereof and all divisionals,
      continuations, continuations-in-part, patents of continuation, any foreign
      counterparts thereof and all divisionals, continuations,
      continuations-in-part, patents of addition and substitutions of, and all
      patents issuing on, any of the foregoing, together with all registrations,
      reissues, re-examinations or extensions of any kind with respect to any of
      such patents.

      "ELAN TRADEMARKS" shall mean such trademarks as may from time to time be
      owned by Elan that the Parties all agree to use, which use shall be in
      accordance with the terms of the License Agreements, with respect to the
      sale of the Products in the Territory.

      "EXCHANGEABLE NOTE" shall mean that certain convertible exchangeable
      promissory note to be issued by DOV in favour of EIS.

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[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.


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      "FDA" shall mean the United States Food and Drug Administration or any
      successors or agency, the approval of which is necessary to market a
      product in the United States of America.

      "FIELD" shall mean the research, development and commercialization of oral
      Controlled Release formulations of the Products.

      "FINANCIAL YEAR" means each year commencing on 1 January (or in the case
      of the first Financial Year, the Effective Date) and expiring on 31
      December of each year.

      "IND" shall mean an investigational new drug application filed with the
      FDA or an ORA.

      "INITIAL PERIOD" shall have the meaning set forth in Clause 9.2.

      "JDOA" shall mean the joint development and operating agreement of even
      date entered into between Elan, EIS, DOV, the Company and Nascime.

      "LICENSE AGREEMENTS" shall mean this Agreement and the DOV License
      Agreement.

      "NDA" shall mean, collectively, any New Drug Application, pre-marketing
      approval, 510(k) approval or other regulatory approval application, in
      relation to a Product filed by any Party with the FDA or ORA.

      "NASCIME INTELLECTUAL PROPERTY" shall have the meaning assigned to such
      words in the JDOA.

      "NASCIME PATENT RIGHTS" shall have the meaning assigned to such words in
      the JDOA.

      "NET SALES" shall mean the gross amount invoiced for the Products sold by
      Nascime less: [***]

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[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.


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      provided that Net Sales shall in no event be less than [***]% of such
      gross amount.

      "ORA" shall mean any regulatory authority outside the United States of
      America, the approval of which is necessary to market a Product.

      "PARTY" shall mean Elan or Nascime, as the case may be, and "Parties"
      means Elan and Nascime.

      "PERSON" shall mean an individual, partnership, corporation, limited
      liability company, business trust, joint stock company, trust,
      unincorporated association, joint venture or other entity of whatever
      nature.

      "PRODUCTS" shall mean the Controlled Release formulations using the Elan
      Intellectual Property and incorporating the Compounds.

      "PRODUCT 220,075" shall mean the [***] using the Elan Intellectual
      Property and incorporating the compound DOV 220,075 (bicifadine -
      analgesic) utilizing the Technologies.

      "PRODUCT 273,547" shall mean the [***] using the Elan Intellectual
      Property and incorporating the compound DOV 273,547 (non-benzodiazapine
      anxiolytic) utilizing the Technologies.

      "PROJECT" shall mean all activities as undertaken by Elan, DOV and Nascime
      in order to develop the Products.

      "RELEVANT EVENT" shall have the meaning set forth in Clause 9.3.

      "RESEARCH COMMITTEE" shall have the meaning assigned to such words in the
      JDOA.

      "RESEARCH AND DEVELOPMENT PROGRAMME" shall have the meaning assigned to
      such words in the JDOA.

      "STRATEGIC INVESTOR" shall mean a Person investing in DOV, Elan or Nascime
      for strategic purposes as evidenced by, inter alia, being engaged in one
      or more pharmaceutical businesses.

      "SPECIFICATIONS" shall mean the specifications for each of the Products as
      approved by the FDA, as well as such other specifications which may be
      agreed upon by the Parties in writing or by the Research Committee.

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[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.


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      "STRATEGIC INVESTOR" shall mean a Person investing in DOV, Elan, the
      Company or Nascime for strategic or business purposes (as opposed to
      purely financial) as evidenced by, inter alia, being engaged in one or
      more pharmaceutical businesses.

      "TECHNOLOGIES" shall mean, collectively, the Elan Intellectual Property,
      the DOV Intellectual Property and the Nascime Intellectual Property.

      "TERRITORY" shall mean all the countries of the world.

      "TECHNOLOGICAL COMPETITOR OF ELAN" shall mean a Person listed in SCHEDULE
      1 or any additional broad-based technological competitor of Elan added to
      such Schedule from time to time upon mutual agreement of Elan and DOV.

      "UNITED STATES DOLLAR" and "US$" shall mean the lawful currency for the
      time being of the United States of America.

1.2.  In this Agreement:

      1.2.1.  The singular includes the plural and vice versa, and the masculine
              includes the feminine and vice versa and the neuter includes the
              masculine and the feminine.

      1.2.2.  Any reference to a Clause or Schedule shall, unless otherwise
              specifically provided, be to a Clause or Schedule of this
              Agreement.

      1.2.3.  The headings of this Agreement are for ease of reference only and
              shall not affect its construction or interpretation.

2.    GRANT OF RIGHTS

2.1.  Elan shall grant a [***] license (including the right to sublicense) (the
      "Elan License") to Nascime of the Elan Intellectual Property solely in
      the Field and in particular to make, have made, import, use, offer for
      sale and sell the Products in the Territory. To Elan's knowledge as of
      the Effective Date there is agreement to which Elan is a party or by
      which it is bound that materially restricts the use by Nascime of the
      Elan License; [***] .

2.2.  To the extent a royalty or other compensation obligation is payable to
      third parties with respect to the Elan Intellectual Property would be
      triggered by use of such Elan Intellectual Property in connection with the
      Project, [***] .

2.3.  Elan Improvements shall be deemed, immediately upon development, to be
      Elan Intellectual Property and included in the license of Elan
      Intellectual Property granted to Nascime hereunder. Subject to third party
      agreements, Elan Improvements shall constitute part of Elan Intellectual
      Property pursuant to Clause 2.1. solely for the

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[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.


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      purposes set forth therein and included in the license of the Elan
      Intellectual Property hereunder, insofar as such improvements relate to
      the Field. [***] .

2.4.  [***]. DOV shall be a third party beneficiary under such license agreement
      and consistent with the position of DOV as a shareholder in the Company
      shall have the right to cause Nascime to enforce Nascime's rights against
      Elan.

2.5.  INTENTIONALLY DELETED

2.6.  Nascime shall not be permitted to assign or sublicense any of its rights
      under the Licenses without the prior written consent of Elan. Nascime
      shall not enter into any agreement with any third party for development of
      the Elan Intellectual Property without the prior written consent of Elan,
      which may be withheld in Elan's discretion.

2.7.  Any agreement between Nascime and any permitted third party for the
      development or exploitation of the Elan Intellectual Property in the Field
      shall require such third party to maintain the confidentiality of all
      information concerning, inter alia, the Elan Intellectual Property.
      Insofar as the obligations owed by Nascime to Elan are concerned, Nascime
      shall remain responsible for all acts and omissions of any sub- licensee,
      including DOV, as if they were acts and omissions by Nascime.

3.    INTENTIONALLY DELETED

4.    TRADEMARKS

4.1.  Nascime represents and warrants to Elan that all Products and all
      materials utilised in connection with the provision, marketing,
      distribution, advertising and/or marketing thereof shall be of a
      consistent and high standard of quality, commensurate with the prestige of
      the Elan Trademarks and that its use of the Elan Trademarks shall conform
      to such standards as Elan shall from time to time specify. Nascime shall
      cooperate fully with the reasonable instructions of Elan with respect to
      the maintenance of such standards.

4.2.  Nascime shall:

      4.2.1.  favourably consider promoting and using the Elan Trademarks in
              each country of the Territory and provide proof of use of the Elan
              Trademarks if requested by Elan;

      4.2.2.  use the Elan Trademarks strictly in compliance with any applicable
              trademark and other laws and regulations and use such legends,
              markings and notices in connection therewith as are required by
              law or otherwise reasonably required by Elan to protect Elan's
              rights therein;

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[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.


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      4.2.3.  not mislead the public as to the nature or quality of any Product
              on which the Elan Trademarks are affixed nor use it on advertising
              or display materials which are unethical, immoral or offensive to
              good taste;

      4.2.4.  at Elan's reasonable request supply samples of the Products and
              any materials utilized in connection with the distribution,
              advertising and/or marketing thereof that bear or incorporate the
              Elan Trademarks for inspection by Elan;

      4.2.5.  not adopt or seek to register any trademark, design or logo
              confusingly similar to the Elan Trademarks; and

      4.2.6.  promptly notify Elan in writing if any alleged infringement or
              unauthorized use of the Elan Trademarks comes to Nascime's
              attention.

4.3.  Nascime shall use the Elan Trademarks in relation only to the Products (or
      materials for advertising and promotion thereof), and in accordance with
      any reasonable specifications and directions given by Elan from time to
      time. In particular, but without limitation, Nascime agrees to state on
      the Products or materials for the advertising or promotion thereof that
      the Elan Trademarks are used under license from Elan.

4.4.  Nascime shall take no action that could prejudice the validity,
      re-registration or reputation of the Elan Trademarks or which could impair
      the reputation, business standing or prestige of Elan.

4.5.  Elan shall remain the owner of the Elan Trademarks and the goodwill
      associated with the same and Nascime shall assert any ownership interest
      in the Elan Trademarks or the goodwill associated therewith.

4.6.  Elan shall have the first right to take such action in respect of the
      registration and maintenance of the Elan Trademarks as Elan in its
      reasonable business judgement deems appropriate. Nascime shall provide all
      such assistance and co-operation, including the furnishing of documents
      and information and the execution of registered user documentation or the
      like, as may be required to give effect to any action as may be taken by
      Elan. In taking any such action, Elan shall consider the legitimate
      commercial interests of Nascime. At Nascime's request, Elan shall seek
      protection for the Elan Trademark in a country of the Territory at the
      expense of Nascime. In the event that Elan reasonably believes that the
      application of the Elan trademark in the applicable country would infringe
      on the rights of any third party, Elan shall not be obliged to seek such
      trademark protection.

4.7.  Subject to the provisions of this Agreement and any agreements entered
      into between Nascime and one or more third parties, new trademarks used by
      Nascime in relation to the Nascime Intellectual Property, or the Products
      and all registrations thereof and applications therefor shall be owned and
      registered by Nascime.


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4.8.  Elan shall have the first right to enforce the Elan Trademark against any
      third party in any country in the Territory. Nascime shall reasonably
      co-operate with Elan in providing information and assistance to enable
      Elan to conduct such enforcement. In the event Elan shall decide not to
      enforce such Elan Trademark, Elan shall either (1) assign such rights in
      the mark to Nascime to enable Nascime to enforce the mark in Nascime's
      name and at Nascime's expense; or (2) permit Nascime to proceed with such
      enforcement action in both Parties' names at Nascime's expense. Elan shall
      reasonably co-operate with Nascime in providing information and assistance
      to enable Nascime to conduct such enforcement. In the event of case (1) or
      (2) above, Nascime shall keep Elan informed of all such enforcement
      proceedings and shall reasonably consider Elan's business interests in
      conducting such enforcement proceedings.

4.9.  Elan shall have the first right to defend the Elan Trademark against any
      allegations by any third party of any trademark infringement or other
      actions in any country in the Territory. Nascime shall reasonably
      co-operate with Elan in providing information and assistance to enable
      Elan to conduct such defence. In the event Elan shall decide not to defend
      such Elan Trademark, Elan shall either (1) assign such rights in the mark
      to Nascime in the country at issue to enable Nascime to defend the mark in
      Nascime's name and at Nascime's expense; or (2) permit Nascime to proceed
      with such defence in both Parties' names at Nascime's expense. Elan shall
      reasonably co-operate with Nascime in providing information and assistance
      to enable Nascime to conduct such defence. In the event of case (1) or (2)
      above, Nascime shall keep Elan informed of all such defence proceedings
      and shall reasonably consider Elan's business interests in conducting such
      defence proceedings.


5     INTENTIONALLY DELETED

6.    FINANCIAL PROVISIONS

6.1.  In consideration of the license to the Elan Patent Rights, Nascime shall
      pay to Elan the following amounts:

      6.1.1.  ten million United States Dollars (US$10,000,000), the receipt
              and adequacy of which is hereby acknowledged by Elan;

      6.1.2.  8.35% of Net Sales of Product 220,075; and

      6.1.3.  4.64% of Net Sales of Product 273,547.

6.2.  INTENTIONALLY DELETED

6.3.  Payment of royalties pursuant to Clause 6.1.2 and Clause 6.1.3. shall be
      made quarterly in arrears during each Financial Year within thirty (30)
      days after the expiry


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      of the calendar quarter. The method of payment shall be by wire transfer
      to an account specified by Elan. Each payment made to Elan shall be
      accompanied by a true accounting of all Products sold by it, its
      Affiliates and its permitted sublicensees, if any, during such quarter.
      Such accounting shall show, on a country-by-country and Product-by-Product
      basis, Net Sales (and the calculation thereof) and each calculation of
      royalties with respect thereto, including the calculation of all
      adjustments and currency conversions.

6.4.  Nascime shall maintain and keep clear, detailed, complete, accurate and
      separate records for a period of three (3) years:

      6.4.1.  to enable any royalties on Net Sales of the Product that shall
              have accrued hereunder to be determined; and

      6.4.2.  to enable any deductions made in the Net Sales calculation to be
              determined.

6.5.  All payments due hereunder shall be made in United States Dollars.
      Payments due on Net Sales of any Product for each calendar quarter made in
      a currency other than United States Dollars shall first be calculated in
      the foreign currency and then converted to United States Dollars on the
      basis of the exchange rate in effect on the last working day for such
      quarter for the purchase of United States Dollars with such foreign
      currency quoted in the Wall Street Journal (or comparable publication if
      not quoted in the Wall Street Journal) with respect to the currency of the
      country of origin of such payment, determined by averaging the rates so
      quoted on each business day of such quarter.

6.6.  If, at any time, legal restrictions in the Territory prevent the prompt
      payment when due of royalties or any portion thereof, the Parties shall
      meet to discuss suitable and reasonable alternative methods of paying Elan
      the amount of such royalties. In the event that Nascime is prevented from
      making any payment under this Agreement by virtue of the statutes, laws,
      codes or government regulations of the country from which the payment is
      to be made, then such payments may be paid by depositing them in the
      currency in which they accrue to Elan's account in a bank acceptable to
      Elan in the country the currency of which is involved or as otherwise
      agreed by the Parties.

6.7.  Elan and Nascime agree to co-operate in all respects necessary to take
      advantage of any double taxation agreements or similar agreements as may,
      from time to time, be available.

6.8.  Any taxes payable by Elan on any payment made to Elan pursuant to this
      Agreement shall be for the account of Elan. If so required by applicable
      law, any payment made pursuant to this Agreement shall be made by Nascime
      after deduction of the appropriate withholding tax, in which event the
      Parties shall co-operate to obtain the appropriate tax clearance as soon
      as is practicable. On receipt of such clearance, Nascime shall forthwith
      arrange payment to Elan of the amount so withheld.


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7     RIGHT OF AUDIT AND INSPECTION

7.1.  Once during each Financial Year, or more often not to exceed quarterly as
      reasonably requested by Elan, Nascime shall permit Elan or its duly
      authorised representatives, upon reasonable notice and at any reasonable
      time during normal business hours, to have access to inspect and audit the
      accounts and records of Nascime and any other book, record, voucher,
      receipt or invoice relating to the calculation of the royalty payments on
      Net Sales submitted to Elan. Any such inspection of Nascime's records
      shall be at the expense of Elan, except that if any such inspection
      reveals a deficiency in the amount of the royalty actually paid to Elan
      hereunder in any Financial Year quarter of five percent (5%) or more of
      the amount of any royalty actually due to Elan hereunder, then the expense
      of such inspection shall be borne solely by Nascime. Any amount of
      deficiency shall be paid promptly to Elan by Nascime. If such inspection
      reveals a surplus in the amount of royalties actually paid to Elan by
      Nascime, Elan shall reimburse Nascime the surplus within fifteen (15) days
      after determination.

7.2.  In the event of any unresolved dispute regarding any alleged deficiency or
      overpayment of royalty payments hereunder, the matter will be referred to
      an independent firm of chartered accountants chosen by agreement of DOV
      and Elan for a resolution of such dispute. Any decision by the said firm
      of chartered accountants shall be binding on the Parties.

8.    CONFIDENTIAL INFORMATION

8.1.  The Parties stipulate that it may be necessary, from time to time, to
      disclose to each other confidential and proprietary information, including
      without limitation, inventions, works of authorship, trade secrets,
      specifications, designs, data, know-how and other information relating to
      the Field, the Products, processes, services and business of the
      disclosing Party.

8.2.  The Parties stipulate that the information to be disclosed by one Party to
      the other may include trade secrets, know-how and other proprietary
      information and data regarding the Products or the Technologies. The
      foregoing shall be referred to collectively as "CONFIDENTIAL INFORMATION".
      Any Confidential Information revealed by a Party to another Party shall be
      used by the receiving Party exclusively for the purposes of fulfilling the
      receiving Party's obligations under this Agreement and the JDOA and for no
      other purpose.

8.3.  Each Party agrees to disclose Confidential Information of another Party
      only to those employees, representatives and agents requiring knowledge
      thereof in connection with fulfilling the Party's obligations under this
      Agreement. Each Party further agrees to inform all such employees,
      representatives and agents of the terms and provisions of this Agreement
      and their duties hereunder and to obtain their consent hereto as a
      condition of receiving Confidential Information. Each Party shall exercise
      the same


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      degree of care, but in no event less than a reasonable degree, and
      protection to preserve the proprietary and confidential nature of the
      Confidential Information disclosed by a Party, as the receiving Party
      would exercise to preserve its own proprietary and confidential
      information. Each Party shall, upon request of a Party, return all
      documents and any copies thereof containing Confidential Information
      belonging to or disclosed by such Party.

8.4.  Notwithstanding the above, each Party may use or disclose Confidential
      Information disclosed to it by another Party to the extent such use or
      disclosure is reasonably necessary to file or prosecute patent
      applications, prosecute or defend litigation, comply with patent
      applications, comply with applicable governmental regulations or otherwise
      submit information to tax or other governmental authorities, conduct
      clinical trials, or make a permitted sublicense or otherwise exercise its
      rights hereunder, provided that if a Party is required to make any such
      disclosure of the other Party's Confidential Information, other than
      pursuant to a written confidentiality agreement, such Party shall inform
      the recipient of the terms and provisions of this Agreement and their
      duties hereunder and to obtain their consent hereto as a condition of
      receiving Confidential Information.

8.5.  Any breach of this Clause 8 by any Person informed by one of the Parties
      is considered a breach by the Party itself.

8.6.  Confidential Information shall not be deemed to include:

      8.6.1.  information that is in the public domain;

      8.6.2.  information which is made public through no breach of this
              Agreement;

      8.6.3.  information which is independently developed by a Party as
              evidenced by such Party's records;

      8.6.4.  information that becomes available to a Party on a
              non-confidential basis, whether directly or indirectly, from a
              source other than a Party, which source, to the best of the
              Party's knowledge, did not acquire this information on a
              confidential basis; or

      8.6.5.  information which the receiving Party is required to disclose
              pursuant to:

              8.6.5.1. a valid order of a court or other governmental body or
                       any political subdivision thereof or otherwise required
                       by law; or

              8.6.5.2. any other requirement of law;

      provided that if the receiving Party becomes legally required to disclose
      any Confidential Information, the receiving Party shall give the
      disclosing Party prompt notice of such fact so that the disclosing Party
      may obtain a protective order or other


                                       14
<Page>

      appropriate remedy concerning any such disclosure. The receiving Party
      shall fully cooperate with the disclosing Party in connection with the
      disclosing Party's efforts to obtain any such order or other remedy. If
      any such order or other remedy does not fully preclude disclosure, the
      receiving Party shall make such disclosure only to the extent that such
      disclosure is legally required.

8.7.  The provisions relating to confidentiality in this Clause 8 shall remain
      in effect during the term of this Agreement, and for a period of [***]
      following the expiration or earlier termination of this Agreement.

8.8.  The Parties agree that the obligations of this Clause 8 are necessary and
      reasonable in order to protect the Parties' respective businesses, and
      each Party agrees that monetary damages would be inadequate to compensate
      a Party for any breach by the other Party of its covenants and agreements
      set forth herein. Accordingly, the Parties agree that any such violation
      or threatened violation shall cause irreparable injury to a Party and
      that, in addition to any other remedies that may be available, in law and
      equity or otherwise, each Party shall be entitled to obtain injunctive
      relief against the threatened breach of the provisions of this Clause 8,
      or a continuation of any such breach by the other Party, specific
      performance and other equitable relief to redress such breach together
      with its damages and reasonable counsel fees and expenses to enforce its
      rights hereunder, without the necessity of proving actual or express
      damages.

9.    TERM AND TERMINATION OF AGREEMENT

9.1.  The term of this Agreement shall commence as of the Effective Date and
      expire on a Product-by-Product basis and on a country-by-country basis on
      the last to occur of:

      9.1.1.  fifteen (15) years starting from the date of the launch of the
              Product in the country concerned; or

      9.1.2.  the last to expire of the patents covering a Product or a method
              of making or using a Product included in the Elan Patent Rights
              and/or the DOV Patent Rights and/or the Nascime Intellectual
              Property.

9.2.  [***].

9.3.  For the purpose of this Clause 9, a "Relevant Event" is committed or
      suffered by Elan, Nascime or the Company if:

      9.3.1.  it commits a material breach of its obligations under this
              Agreement or the JDOA and, in the case of a breach capable of
              remedy, fails to remedy it within 60 days of being specifically
              required in writing to do so by the other Party; provided, that if
              the breaching Party has proposed a course of action to rectify the
              breach and is acting in good faith to rectify same but has not
              cured the breach by the 60th day, such period shall be extended by
              such period as is

----------
[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.


                                       15
<Page>

              reasonably necessary to permit the breach to be rectified;

      9.3.2.  a distress, execution, sequestration or other process is levied or
              enforced upon or sued out against a material part of its property
              which is not discharged or challenged within 20 days;

      9.3.3.  it is unable to pay its debts in the normal course of business;

      9.3.4.  it ceases or threatens to cease wholly or substantially to carry
              on its business, otherwise than for the purpose of a
              reconstruction or amalgamation, without the prior written consent
              of the other Party (such consent not to be unreasonably withheld);

      9.3.5.  the appointment of a liquidator, receiver, administrator,
              examiner, trustee or similar officer of such Party or over all or
              a substantial part of its assets under the law of any applicable
              jurisdiction, including without limit, Ireland;

      9.3.6.  an application or petition for bankruptcy, corporate
              re-organisation, composition, administration, examination,
              arrangement or any other procedure similar to any of the foregoing
              under the law of any applicable jurisdiction, including without
              limitation, the United States of America, Bermuda or Ireland, is
              filed, and is not discharged within 30 days, or a Party applies
              for or consents to the appointment of a receiver, administrator,
              examiner or similar officer of it or of all or a material part of
              its assets, rights or revenues or the assets and/or the business
              of a Party are for any reason seized, confiscated or condemned.

9.4.  Upon termination of this Agreement, or cessation of business by Nascime or
      the Company or the dissolution or winding up of Nascime or the Company, or
      inability of Nascime or the Company to pay its debts as they fall due, or
      the Company or Nascime otherwise becomes insolvent, or a receiver is
      appointed over all or a significant part of the assets of Nascime or the
      Company, or an examiner is appointed to Nascime or the Company, subject to
      the provisions of Clause 9.5.6, all rights to Elan Intellectual Property
      shall revert to or be transferred to Elan;

9.5.  Upon expiration or termination of the Agreement:

      9.5.1.  any sums that were due from Nascime to Elan on Net Sales in the
              Territory or in such particular country or countries in the
              Territory (as the case may be) prior to the expiration or
              termination of this Agreement as set forth herein shall be paid in
              full within sixty (60) days after the expiration or termination of
              this Agreement for the Territory or for such particular country or
              countries in the Territory (as the case may be);


                                       16
<Page>

      9.5.2.  any provisions that expressly survive termination or expiration of
              this Agreement, including without limitation Clause 8, shall
              remain in full force and effect;

      9.5.3.  all representations, warranties and indemnities shall insofar as
              are appropriate remain in full force and effect;

      9.5.4.  the rights of inspection and audit set out in Clause 7 shall
              continue in force for a period of one year; and

      9.5.5.  except as expressly provided for under Clause 9.5.6, all rights,
              licenses and sublicenses granted to this Agreement and to the Elan
              Intellectual Property pursuant to the JDOA (including the rights
              of Nascime pursuant to Clause 11 of the JDOA) shall cease for the
              Territory or for such particular country or countries in the
              Territory (as the case may be). Following such expiration or
              termination, Nascime may not thereafter use in the Territory or in
              such particular country or countries in the Territory (as the case
              may be) and rights covered by the Elan License or the Elan
              Trademarks.

      9.5.6.  the rights of permitted third party sublicensees in and to the
              Elan Intellectual Property shall survive the termination of this
              Agreement. Nascime, Elan and DOV shall in good faith agree upon
              the form most advantageous to Elan and DOV in which the rights of
              the sublicensor under any such sublicenses are to be held (which
              form may include continuation of Nascime solely as the holder of
              such licenses or assignment of such rights to a third party or
              parties, including an assignment to both Elan and DOV).

      10.     CERTAIN CHANGES OF CONTROL

      10.1.   In the event that:

      10.1.1. a Technological Competitor of Elan directly or indirectly acquires
              10% or more of the voting stock of DOV, Nascime or the Company, or
              otherwise controls or influences in any material respect their
              management or business or otherwise has entered into any joint
              venture, collaborative, license or other arrangement with DOV,
              Nascime or the Company as the case may be to such an extent that
              such a Technological Competitor of Elan is materially engaged or
              involved with the business or development of DOV, Nascime or the
              Company as the case may be;

      10.1.2. a Strategic Investor acquires [***] % or more of the voting stock
              of DOV, Nascime or the Company, or otherwise controls or
              influences in any material respect the management or business of
              any thereof; or

----------
[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.


                                       17
<Page>

      10.1.3. any Person other than a Strategic Investor acquires [***]% or more
              of the voting stock of DOV, Nascime or the Company, or otherwise
              merges, consolidates or enters into any similar transaction (or
              binding agreement in respect thereof) with DOV, Nascime or the
              Company;

      at the option of Elan, Elan may terminate this Agreement in which case the
      provisions of Clause 9.5. shall apply; provided that the foregoing shall
      not apply in relation to any exercise of any options by Elan granted by
      the Convertible Note or the Exchangeable Note.

11    REPRESENTATIONS/WARRANTIES/INDEMNITIES

11.1. Elan represents and warrants as of 22nd December 1998 and the Effective
      Date to DOV and Nascime as follows:

      11.1.1. to the best of Elan's knowledge there is no agreement to which
              Elan is a party or by which it is bound that materially restricts
              the use by Nascime of the Elan License;

      11.1.2. the patents and patent applications included in the Elan Patent
              Rights are free and clear of encumbrances and liens;

      11.1.3. [***]; and

      11.1.4. it has the sole, exclusive and unencumbered right to grant the
              licenses and rights herein granted to Nascime pursuant to this
              Agreement and that it has not granted any option, license, right
              or interest in or to the Elan Intellectual Property to any third
              party that would conflict with the rights granted by this
              Agreement.

11.2. Elan and Nascime represent and warrant for the benefit for each other that
      the execution of this Agreement by them and the full performance and
      enjoyment of the rights of them under this Agreement shall not breach the
      terms and conditions of any license, contract, understanding or agreement,
      whether express, implied, written or oral between either of them and any
      third Person.

11.3. In addition to any other indemnifications provided for herein, Elan shall
      indemnify and hold harmless Nascime and its Affiliates and their
      respective employees, agents, partners, officers and directors from and
      against any claims, losses, liabilities or damages (including reasonable
      attorney's fees and expenses) incurred or sustained by Nascime arising out
      of or in connection with any (a) breach of any representation, covenant,
      warranty or obligation by Elan hereunder, or (b) any act or omission on
      the part of Elan or any of its respective employees, agents, partners,
      officers and directors in the performance of this Agreement.

----------
[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.


                                       18
<Page>

11.4. In addition to any other indemnifications provided for herein, Nascime
      shall indemnify and hold harmless Elan and its Affiliates and their
      respective employees, agents, partners, officers and directors from and
      against any claims, losses, liabilities or damages (including reasonable
      attorney's fees and expenses) incurred or sustained by Elan arising out of
      or in connection with any (i) breach of any representation, covenant,
      warranty or obligation by Nascime hereunder, or (ii) any act or omission
      on the part of Nascime or any of its agents or employees in the
      performance of this Agreement.

11.5. The Party seeking an indemnity shall:

      11.5.1. fully and promptly notify the other Party of any claim or
              proceeding, or threatened claim or proceeding;

      11.5.2. permit the indemnifying Party to take full care and control of
              such claim or proceeding;

      11.5.3. cooperate in the investigation and defence of such claim or
              proceeding;

      11.5.4. not compromise or otherwise settle any such claim or proceeding
              without the prior written consent of the other Party, which
              consent shall not be unreasonably withheld conditioned or delayed;
              and

      11.5.5. take all reasonable steps to mitigate any loss or liability in
              respect of any such claim or proceeding.

11.6. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ELAN AND
      NASCIME SHALL NOT BE LIABLE TO THE OTHER BY REASON OF ANY REPRESENTATION
      OR WARRANTY, CONDITION OR OTHER TERM OR ANY DUTY OF COMMON LAW, OR UNDER
      THE EXPRESS TERMS OF THIS AGREEMENT, FOR ANY CONSEQUENTIAL OR INCIDENTAL
      LOSS OR DAMAGE (WHETHER FOR LOSS OF PROFIT OR OTHERWISE) AND WHETHER
      OCCASIONED BY THE NEGLIGENCE OF THE RESPECTIVE PARTIES, THEIR EMPLOYEES OR
      AGENTS OR OTHERWISE.

11.7. EXCEPT AS SET FORTH IN THIS CLAUSE 11, ELAN IS GRANTING THE ELAN LICENSE
      HEREUNDER ON AN "AS IS" BASIS WITHOUT RECOURSE, REPRESENTATION OR WARRANTY
      WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR
      FITNESS FOR A PARTICULAR PURPOSE, OR INFRINGEMENT OF THIRD PARTY RIGHTS,
      AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED.


                                       19
<Page>

12.   IMPOSSIBILITY OF PERFORMANCE - FORCE MAJEURE

12.1. Neither Elan nor Nascime shall be liable for delay in the performance of
      any of its obligations hereunder if such delay results from causes beyond
      its reasonable control, including, without limitation, acts of God, fires,
      strikes, acts of war, intervention of a government authority or
      non-availability of raw materials, but any such delay or failure shall be
      remedied by such Party as soon as practicable.

13.   SETTLEMENT OF DISPUTES; PROPER LAW

13.1. The Parties will attempt in good faith to resolve any dispute arising out
      of or relating to this Agreement promptly by negotiation among executives
      of the Parties. In the event that such negotiations do not result in a
      resolution acceptable to the Parties, the Parties agree (except for a
      dispute governed by Clause 7.2.) to consider other dispute resolution
      mechanisms including mediation. In the event that the Parties fail to
      agree on a mutually acceptable dispute resolution mechanism, any such
      dispute shall be finally settled by the courts of competent jurisdiction.
      The Parties hereby submit to the courts of Ireland and the Parties hereby
      waive any and all defences of improper venue or that the Forum is
      inconvenient.

13.2. This Agreement shall be governed by and construed in accordance with the
      laws of Ireland.


14.   ASSIGNMENT

14.1. This Agreement may not be assigned by either Party without the prior
      written consent of the other, save that either Party may assign this
      Agreement to its Affiliate or other Persons with whom they have an
      interest, by contract, ownership of securities or otherwise, and that are
      in the nature of financing vehicles or similar entities for Elan or
      Nascime as the case may be or its Affiliates without the prior written
      consent of the other; provided further that such assignment does not have
      any adverse tax consequences on the other Party, except that Elan may
      assign its rights and obligations hereunder in connection with a sale of
      all or substantially all its assets to a Person. Elan and Nascime will
      discuss any assignment by either Party to an Affiliate prior to its
      implementation in order to avoid or reduce any additional tax liability to
      the other Party resulting solely from different tax law provisions
      applying after such assignment to an Affiliate. [***].

15.1. NOTICES

15.1. Any notice to be given under this Agreement shall be sent in writing in
      English by registered airmail or telefaxed to the following addresses:

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[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.


                                       20
<Page>

      If to Nascime at:

      Nascime Limited
      30 Herbert Street
      Dublin 2
      Attention:  Liam Quirke/Robert Heron
      Telephone:  + 353 1 619 9000
      Telefax:    + 353 1 619 9010

      with a copy to DOV at:

      DOV Pharmaceutical, Inc.
      One Parker Plaza
      Fort Lee, NJ  07024
      Attn: Chief Executive Officer

      Telephone                  201 461 2365
      Fax:                       201 947 6201

      with a copy to:

      Friedman Siegelbaum LLP
      399 Park Avenue
      20th Floor
      New York, New York 10022
      Attention:  J. Robert Horton, Esq.
      Telephone                  212 339 5918
      Fax:                       212 980 6991

      If to Elan at:

      Elan Corporation, plc
      Lincoln House, Lincoln Place, Dublin 2, Ireland
      Attention: Vice President, General Counsel,
      Elan Pharmaceutical Technologies,
      a division of Elan Corporation, plc
      Telephone:  + 353 1 709 4000
      Telefax:    + 353 1 709 4124

      If to DOV at:

      DOV Pharmaceutical, Inc.


                                       21
<Page>

      One Parker Plaza
      Fort Lee, NJ  07024
      Attn: Chief Executive Officer

      Telephone                  201 461 2365
      Fax:                       201 947 6201

      with a copy to:

      Friedman Siegelbaum LLP
      399 Park Avenue
      20th Floor
      New York, New York 10022
      Attention:  J. Robert Horton, Esq.
      Telephone                  212 339 5918
      Fax:                       212 980 6991

      or to such other address(es) and telefax numbers as may from time to time
      be notified by either Party to the other hereunder.

15.2. Any notice sent by mail shall be deemed to have been delivered within
      seven (7) working days after dispatch and any notice sent by telex or
      telefax shall be deemed to have been delivered within twenty four (24)
      hours of the time of the dispatch. Notice of change of address shall be
      effective upon receipt.

16    MISCELLANEOUS CLAUSES

16.1. No waiver of any right under this Agreement shall be deemed effective
      unless contained in a written document signed by the Party charged with
      such waiver, and no waiver of any breach or failure to perform shall be
      deemed to be a waiver of any other breach or failure to perform or of any
      other right arising under this Agreement.

16.2. If any provision in this Agreement is agreed by the Parties to be, or is
      deemed to be, or becomes invalid, illegal, void or unenforceable under any
      law that is applicable hereto, (i) such provision will be deemed amended
      to conform to applicable laws so as to be valid and enforceable or, if it
      cannot be so amended without materially altering the intention of the
      Parties, it will be deleted, with effect from the date of such agreement
      or such earlier date as the Parties may agree, and (ii) the validity,
      legality and enforceability of the remaining provisions of this Agreement
      shall not be impaired or affected in any way.

16.3. The Parties shall use their respective reasonable endeavours to ensure
      that they and any necessary third party shall execute and perform all such
      further deeds, documents, assurances, acts and things as either of the
      Parties hereto may reasonably require by


                                       22
<Page>

       notice in writing to the other Party or such third party to carry the
       provisions of this Agreement.

16.4.  This Agreement shall be binding upon and enure to the benefit of the
       Parties hereto, their successors and permitted assigns and sub-licenses.

16.5.  No provision of this Agreement shall be construed so as to negate, modify
       or affect in any way the provisions of any other agreement between the
       Parties unless specifically referred to, and solely to the extent
       provided, in any such other agreement. In the event of a conflict between
       the provisions of this Agreement and the provisions of the JDOA, the
       terms of the JDOA shall prevail unless this Agreement specifically
       provides otherwise.

16.6.  No amendment, modification or addition hereto shall be effective or
       binding on either Party unless set forth in writing and executed by a
       duly authorised representative of each Party.

16.7.  This Agreement may be executed in any number of counterparts, each of
       which when so executed shall be deemed to be an original and all of which
       when taken together shall constitute this Agreement.

16.8.  Each Party undertakes to do all things reasonably within its power which
       are necessary or desirable to give effect to the spirit and intent of
       this Agreement.

16.9.  Each Party hereby acknowledges that in entering into this Agreement it
       has not relied on any representation or warranty save as expressly set \
       out herein or in any document referred to herein.

16.10. Nothing contained in this Agreement is intended or is to be construed to
       constitute Elan and Nascime as partners, or Elan as an employee of
       Nascime, or Nascime as an employee of Elan. Neither Party hereto shall
       have any express or implied right or authority to assume or create any
       obligations on behalf of or in the name of the other Party or to bind the
       other Party to any contract, agreement or undertaking with any third
       party.


                                       23
<Page>

IN WITNESS WHEREOF the Parties hereto have executed this Agreement.

SIGNED BY
For and on behalf of
ELAN CORPORATION, PLC

/s/ Kevin Insley
-----------------------

SIGNED BY
For and on behalf of
NASCIME LIMITED
--------------------------

AGREED TO AND ACCEPTED
DOV PHARMACEUTICAL, INC.
--------------------------


                                       24
<Page>

IN WITNESS WHEREOF the Parties hereto have executed this Agreement.

SIGNED BY
For and on behalf of
ELAN CORPORATION, PLC
----------------------------

SIGNED BY
For and on behalf of
NASCIME LIMITED

/s/ Arnold Lippa
----------------------------

AGREED TO AND ACCEPTED
DOV PHARMACEUTICAL, INC.

/s/ Arnold Lippa
----------------------------


                                       25
<Page>

                                   SCHEDULE 1

                       TECHNOLOGICAL COMPETITORS OF ELAN

[***]

Bioval

[***]


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[***] Omitted pursuant to a request for confidential treatment. The omitted
material has been separately filed with the Securities and Exchange
Commission.



                                       26