Exhibit
        10.58

       

      EMPLOYMENT
        AGREEMENT dated as of June 23, 2005, between J. Robert Horton (the "Executive")
        and DOV Pharmaceutical, Inc., a Delaware corporation (the "Company").


      


      WHEREAS,
        the Company and the Executive desire to enter into this Employment Agreement
        to
        assure the Company of the continued services of the Executive and to set
        forth
        the duties and compensation of the Executive, all upon the terms and conditions
        hereinafter set forth;

      


      NOW,
        THEREFORE, in consideration of the agreements and covenants contained herein,
        the Executive and the Company hereby agree as follows:

      


      ARTICLE
        I

      


      Employment

      


      Section
        1.01. Term.
        The
        initial term of this Employment Agreement shall commence on expiration of
        the
        Executive’s previous employment contract (July 29, 2002), and, unless sooner
        terminated pursuant to Article III hereof, shall terminate on the date that
        is
        two years thereafter (the “Employment Period”). Unless sooner terminated
        pursuant to Article III, the parties may by written agreement renew this
        Agreement for one year (each such one-year period hereinafter referred to
        as a
“Renewal Period”; the Initial Employment Period and all Renewal Periods
        hereinafter referred to as the “Employment Period”).

      


      Section
        1.02. Position.
        The
        Company shall employ the Executive and the Executive shall serve as Senior
        Vice
        President and General Counsel during the Employment Period.

      


      Section
        1.03. Duties.
        (a)
        Subject
        to the responsibility vested in the Board of Directors of the Company (the
        “Board”) under the General Corporation Law of the State of Delaware, the
        Executive shall have such responsibility and authority as are customarily
        possessed and exercisable by the Senior Vice President and General Counsel
        of a
        corporation. The Executive shall also perform such other executive and
        administrative duties (not inconsistent with the position of Senior Vice
        President and General Counsel) as the Executive may reasonably be expected
        to be
        capable of performing on behalf of the Company and any subsidiaries and
        affiliates of the Company as may from time to time be authorized or directed
        by
        the Board.

      


      (b)
        During
        the Employment Period, the Executive shall perform faithfully the duties
        covered
        by Section 1.02(a) to the best of his ability and devote his full business
        time
        and attention to the Company's business and not engage in any other business
        activities except with the approval of the Board provided that he may subject
        to
        Section 4.01 invest in companies not requiring his services and may subject
        to
        Section 1.03(a) devote reasonable time to charitable and civic
        affairs.

      


      (c)
        The
        Company shall provide and pay for a standard directors and officers insurance
        policy insuring the Executive against liability arising out of the performance
        of his duties, and shall indemnify and hold the Executive harmless from
        liability arising out of his services hereunder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        II

      


      Compensation

      


      Section
        2.01. Basic
        Compensation.
        As
        compensation for the Executive's services hereunder, the Company shall pay
        to
        the Executive an annual salary of $330,000 (as adjusted, "Basic Compensation"),
        payable in bi-weekly or monthly installments. The Basic Compensation may
        be
        increased in the discretion of the Board. 

      


      Section
        2.02. Incentive
        Compensation.
        (a) In
        addition to Basic Compensation, the Executive shall together with other
        executive staff be considered at least annually for incentive compensation
        (“Incentive Compensation”) upon recommendation by the Compensation Committee.
        Its recommendation shall, among other factors considered relevant, take into
        account performance of the Company, increase in value of the Company and
        the
        Executive’s contribution thereto. Incentive Compensation shall be determined in
        the discretion of the Board upon such recommendation. 

      


      (b)
         Incentive
        Compensation shall be paid to the Executive within 30 days after the Board’s
        determination provided that the Company may determine to pay out Incentive
        Compensation over a period not to exceed six months.

      


      Section
        2.03. Other
        Benefits.
        (a)
        During
        the Employment Period, the Company shall provide the Executive and maintain
        on
        the Executive’s behalf, or reimburse the Executive for carrying comprehensive
        medical insurance, disability insurance and life insurance of $300,000 on
        the
        life of the Executive. In addition, the Executive shall have the right to
        participate in the Company's other programs for the benefit of employees
        in
        accordance with their terms and as the same may be amended from time to time.
        

      


      (b)  The
        Executive shall be eligible to participate further in the Company’s stock option
        program. The terms of existing options held by the Executive shall be governed
        by the existing stock option agreement with the Company, and the terms of
        any
        additional options (including the 100,000 options referred to below) shall
        be
        governed by the Company’s standard stock option agreement in use at the time of
        grant, which for all options held by or issued to the Executive may incorporate
        the terms established by the Company’s stock option plan if any adopted
        subsequent to the date of grant provided that notwithstanding such stock
        option
        terms if any to be adopted to the contrary the Executive’s options to the extent
        not vested shall vest upon a termination of
        employment or pursuant to Section 3.01(d), or Section 3.03 or Section 3.04
        but
        be exercisable during the post-employment period established by such terms
        to be
        adopted. The Executive is granted options to purchase 100,000 shares of the
        Company’s common stock at a strike price determined by the closing price on July
        29, 2005, vesting half in 18 months of full time employment and the balance
        vesting ratably quarterly over the remaining 18 months of full time employment.
        The other terms of such options shall be governed by the Company’s standard
        stock option agreement to be entered into, which will incorporate the terms
        established by the Company’s stock option plan as the same may be amended from
        time to time provided that, notwithstanding such stock option terms if any
        to
        the contrary, the Executive’s options to the extent not vested shall accelerate
        and vest fully upon a termination of employment pursuant to Section 3.01(d)
        and
        accelerate and vest ratably upon a termination pursuant to Section 3.04,
        but be
        exercisable during the post-employment period established by such terms to
        be
        adopted, such ratable accelerated vesting of such 100,000 options to extend
        to
        25,000 options for a termination pursuant to Section 3.04 during the first
        year
        after the date hereof, to 62,500 options to the extent not vested for such
        a
        termination during the second year and to 100,000 options to the extent not
        vested for such a termination during the third year.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      (c)
         The
        Company shall pay to or on behalf of the Executive a monthly automobile
        allowance of $1,000.

      


      (d)
         The
        Executive shall be entitled to six weeks of paid vacation in each calendar
        year.
        The Executive shall also be entitled to the same standard paid holidays given
        by
        the Company to senior executives generally, all as determined from time to
        time
        by the Board or appropriate committee thereof. Vacation time shall cumulate
        and
        carry forward from year to year provided that the Executive shall not be
        entitled to more than ten weeks of vacation in any one year without the
        permission of the Compensation Committee and provided that the Executive
        shall
        coordinate his vacation schedule with the Chief Executive Officer.

      


      (e) The
        Company shall reimburse the Executive for travel or other expenses or
        disbursements reasonably incurred or made by him in connection with the
        Company's business during the Employment Period upon receipt of reasonable
        documentation thereof.

      


      (f) The
        benefits set forth in this Section 2.03 shall be collectively referred to
        as the
“Benefits.”

       

      ARTICLE
        III

      


      Termination
        of Employment

      


      Section
        3.01. Termination
        of Employment by Company

      


      (a)
        Except as otherwise provided in this Article III and in Article IV, upon
        the
        occurrence of any of the following events, this Agreement and the rights
        and
        obligations of the parties hereunder shall terminate:

      


      (i)
         "Disability"
        (as defined in Section 3.05(a)) of the Executive; or

      


      
        	 	
                (ii)
                  

              	
                conduct
                  by the Executive constituting "Cause" (as defined in Section 3.05(b));
                  or

              


      

      


      (b)
         In
        the
        case of termination pursuant to Section 3.01(a)(i), the Company shall be
        obligated to pay the Executive and the Executive shall be entitled to receive,
        in complete and total satisfaction of the obligations of the Company hereunder,
        an amount equal to Basic Compensation, Incentive Compensation and Benefits
        for
        the period commencing on the date of termination and ending on the date that
        is
        nine months after the date of termination. Basic Compensation, Incentive
        Compensation and Benefits shall be paid in the manner and at the intervals
        provided in Article II.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      (c) 
        In the
        case of termination pursuant to Section 3.01(a)(ii), the Company shall be
        obligated to pay the Executive and the Executive shall be entitled to receive,
        in complete and total satisfaction of the obligations of the Company hereunder,
        an amount equal to Basic Compensation, Incentive Compensation and Benefits
        through the date of such termination. 

      


      (d) In
        the
        case of termination of the Executive by the Company other than pursuant to
        Section 3.01(a) or Section 3.02, the Company shall be obligated to pay the
        Executive and the Executive shall be entitled to receive, in complete and
        total
        satisfaction of the obligations of the Company hereunder, an amount equal
        to
        Basic Compensation commencing on the date of termination and ending nine
        months
        thereafter. Basic Compensation shall be paid at the intervals set forth in
        Article II.

      


      Section
        3.02. Death.
        In the
        event of the death of the Executive during the Employment Period, the Employment
        Period shall terminate on the date of death and the Executive's designated
        beneficiary or, if none, his estate shall be entitled to receive, in complete
        and total satisfaction of the Company's obligations hereunder, Basic
        Compensation, Incentive Compensation and Benefits through such date of death
        and
        for a period of 90 days thereafter. 

      


      Section
        3.03. Termination
        of Employment by the Executive.
        (a)
        If
        during the Employment Period there should occur any of the following events
        (each of the following being an event giving the Executive the right to resign
        for "Good Reason”): (i)
        a
        change in the title and/or responsibilities of the Executive, such that the
        Executive is no longer functionally the Senior Vice President and General
        Counsel of the Company and no longer has such responsibilities and authorities
        as are customarily exercisable by the Senior Vice President and General Counsel
        of a corporation or (ii)
        a
        failure by the Company to provide the Executive with Basic Compensation,
        Incentive Compensation or Benefits, other than a failure that is not in bad
        faith and is remedied by the Company within 15 days after receipt of notice
        thereof given by the Executive, or (iii) a breach by the Company of a material
        term of this Agreement that is not remedied by the Company within 15 days
        of
        notice thereof by the Executive, the Executive may elect to terminate his
        employment by notice to the Company (subject to Article IV). If the Executive
        exercises such election, the Employment Period shall terminate effective
        upon
        the later to occur of (x) receipt of such notice by the Company and (y)
        expiration of the 15-day period referred to in Section 3.03(a)(ii) or
        (iii).

      


      (b)
         If
        the
        Executive exercises his election to terminate pursuant to Section 3.03(a),
        the
        Company shall be obligated to pay the Executive and the Executive shall be
        entitled to receive, in complete and total satisfaction of the obligations
        of
        the Company hereunder, an amount equal to Basic Compensation for the period
        commencing on the date of such termination and ending nine months
        thereafter.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      (c)
         If
        the
        Executive terminates this Employment Agreement for any reason other than
        those
        contained in Section 3.03(a), or this Agreement terminates pursuant to Section
        3.02, the rights and obligations of the parties hereunder shall terminate
        immediately (except as otherwise provided in Article IV) and the Employment
        Period shall terminate immediately except that the Executive shall be entitled
        to receive, in complete and total satisfaction of the obligations of the
        Company
        hereunder, his Basic Compensation, Incentive Compensation and Benefits through
        the date of such termination.

      


      Section
        3.04. Change
        of Control.
        In the
        event the Executive terminates his employment within six months following
        a
        Change of Control (as defined in Section 3.05), the Company shall be obligated
        to pay the Executive, and the Executive shall be entitled to receive in complete
        and total satisfaction of the obligations of the Company hereunder, an amount
        equal to the Executive’s Basic Compensation for the period commencing on the
        date of termination and ending on July 29, 2007, or, if a larger period,
        nine
        months thereafter.

      


      Section
        3.05. Definitions
        of Certain Terms.
        (a)
        "Disability" shall mean any physical or mental condition of the Executive
        that
        renders the Executive incapable of performing any substantial portion of
        the
        services contemplated hereby (as confirmed by competent medical evidence)
        and
        that has continued for at least 90 consecutive business days in any 12-month
        period or a total of six months during any 12-month period. 

      


      (b)
         The
        following shall constitute conduct entitling the Company to terminate the
        Executive's employment for "Cause": (i) the Executive's willful refusal to
        perform or substantial disregard of the Executive’s duties to the Company that
        is not cured within ten days of written notice (specifying the failure) thereof
        from the Board, (ii) the commission by the Executive of a willful and material
        breach of Article IV, (iii) the conviction of any felony by the Executive
        (or
        the equivalent thereof under the laws of any state), (iv) the commission
        of any
        act constituting financial dishonesty against the Company (which act would
        be
        chargeable as a crime under applicable law), (v) the Executive‘s engaging in any
        other act of dishonesty, fraud, intentional misrepresentation, moral turpitude,
        illegality or harassment that, as determined in good faith by the Board,
        would
        (A) materially adversely affect the business or reputation of the Company
        with
        its current or prospective customers, supplies, lenders and/or other third
        parties with whom it does or might do business or (B) expose the Company
        to a
        risk of civil or criminal legal damage, liabilities or penalties, (vi) the
        repeated failure by the Executive to follow the directives of the Company’s
        chief executive officer or Board, or (vii) any material misconduct by the
        Executive in connection with the business affairs of the Company.

      


      It
        shall
        be presumed that any termination of the Executive by the Company is without
        Cause, and such presumption may only be overcome by clear and convincing
        evidence that the termination of the Executive’s employment can properly be
        construed as for Cause. If the issue of “Cause” is litigated in a proceeding in
        any court or through any means of alternative dispute resolution and such
        issue
        is resolved in the Executive’s favor, the Company shall reimburse the Executive
        for all reasonable attorney’s fees, costs and expenses incurred by the Executive
        in such proceeding. 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      (c)
         ”Change
        of Control“ shall mean: (i)
        a
        merger or consolidation of the Company with or into another corporation other
        than a transaction (A) in which the Company is the surviving Corporation
        (except
        where such other merger or consolidation party is controlled by or under
        common
        control with another corporation) or (B) merging or consolidating the Company
        with any corporation controlling, controlled by or under common control with
        the
        Company (in which case the surviving corporation shall be deemed the ”Company“
        for purposes of this Agreement), or (ii)
        the
        sale of all or substantially all the assets of the Company to any corporation
        or
        entity, other than a sale to any corporation or entity controlling, controlled
        by or under common control with the Company prior to such transaction (in
        which
        case the surviving corporation shall be deemed the ”Company“ for purposes of
        this Agreement). 

      


      ARTICLE
        IV

      


      Non-Competition;
        Confidential Information

      


      Section
        4.01 Non-Competition.
        (a)
        Subject to Sections 4.01(b) and 4.01(c), the Executive shall not engage in
        any
        activities, whether as employer, proprietor, partner, stockholder (other
        than as
        the holder of less than 5% of the stock of a corporation listed on a national
        securities exchange or in the National Association of Securities Dealers,
        Inc.
        Automated Quotation System (such a corporation being hereinafter referred
        to as
        a "Public Corporation")), director, employee, consultant or otherwise, of
        any
        company with substantially the same business as or that competes directly
        with
        the Company in the United States during the following periods: 

      


      (i)
        the
        Employment Period; and

      


      (ii)
        during any period after the termination of this Agreement pursuant to Article
        3
        for which the Executive is being or has been paid Basic
        Compensation.

      


      (b)
         The
        Executive shall not be deemed to be in breach of this Agreement by reason
        of
        services performed for a subsidiary or affiliate of the Company.

       

      (c)
        Notwithstanding anything to the contrary contained herein, if the Company
        finds
        that the Executive has violated any covenants contained in Section 4.01,
        4.02 or
        4.03, the Company shall be obligated to pay any amounts due to the Executive
        ("Escrow Amount") to Goodwin Procter LLP, as escrow agent ("Escrow Agent"),
        at
        599 Lexington Avenue, New York, New York 10022. Escrow Agent shall hold the
        Escrow Amount in escrow until a court or agency legally empowered to enforce
        the
        covenants contained in Section 4.01, 4.02 and 4.03 reaches a final determination
        whether the Executive has violated any such covenants or until mutually
        instructed by the parties. Escrow Agent shall disburse the Escrow Amount
        in
        accordance with such court or agency's final determination or pursuant to
        such
        party instructions.

      


      Section
        4.02 Non-Interference.
        During
        the Employment Period and the period of non-competition as determined pursuant
        to Section 4.01(a), the Executive:

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      (a)
         shall
        not
        publicly disparage any of the products, services or actions of the Company
        or
        any of the Company's subsidiaries or affiliates; and

      


      (b)
         shall
        not, whether for his own account or for the account of any other individual,
        partnership, firm, corporation or other business organization, solicit, endeavor
        to entice away from the Company, or otherwise interfere with the relationship
        of
        the Company with any person or entity who is, or was within the then most
        recent
        12-month period, a customer or client of the Company.

       

      Section
        4.03. Trade
        Secrets.
        The
        Executive shall not, at any time during the Employment Period or thereafter,
        use
        (except for the sole benefit of the Company, the Company's subsidiaries and
        affiliates) or, without the written consent of the Board, divulge to any
        person
        (other than, during the Employment Period, an executive of the Company or
        any of
        the Company's subsidiaries or other person to whom disclosure is reasonably
        necessary or appropriate or legally required in connection with the Executive's
        duties hereunder) any trade secrets or other confidential information of
        the
        Company or any of its subsidiaries or affiliates, except to the extent that
        (a)
        such information becomes a matter of public record, or is published in a
        newspaper, magazine or other periodical available to the general public,
        in each
        case, through no violation of this Agreement by the Executive or (b) such
        disclosure is required by oral questions, interrogatories, requests for
        information or documents, subpoena, civil investigative demand or similar
        process provided that the Executive shall immediately notify the Company
        of the
        existence, terms and circumstances surrounding such a request so that it
        may
        seek an appropriate protective order. When the Executive ceases to be employed
        by the Company, the Executive shall surrender to the Company all records
        and
        documents in any form obtained by him or entrusted to him during the course
        of
        his employment hereunder (together with all copies thereof) that pertain
        to the
        business of the Company or its subsidiaries or affiliates or that were paid
        for
        by the Company or any of the Company's subsidiaries or affiliates provided
        that
        the Executive may retain copies of such documents as may be necessary for
        the
        Executive's personal records for federal income tax purposes or, with the
        approval of the Board, for other purposes relating to the Executive's legal
        affairs, which approval shall not be unreasonably withheld.

      


      Section
        4.04. Survival
        of Terms.
        The
        covenants contained in Sections 4.01, 4.02 and 4.03 shall survive the
        termination of the Executive's employment.

      


      ARTICLE
        V

      


      Miscellaneous

      


      Section
        5.01. Services
        as Officer or Director.
        During
        the Employment Period, the Executive shall, if elected or appointed, serve
        as a
        director of the Company and as an officer and director of all current and
        future
        subsidiaries and affiliates of the Company without any additional compensation
        for such services provided that the Executive shall be provided with reasonable
        and customary directors and officers insurance if any such corporation is
        or
        becomes publicly held and further provided that the Company shall cause any
        such
        subsidiary and affiliate to save the Executive harmless from any and all
        liability arising out of the performance of the Executive’s duties as director
        and officer.

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      Section
        5.02. Right
        to Change Business.
        This
        Agreement and any rights or privileges granted to the Executive hereunder
        shall
        not prevent the Company or any of the Company's subsidiaries from exercising
        its
        corporate powers to modify the business operations or activities of such
        entity.

      


      Section
        5.03. Notices.
        Any
        notice or request required or permitted to be given under this Employment
        Agreement shall be sufficient if in writing and delivered personally or sent
        by
        registered mail, return receipt requested, to the addresses set forth below
        or
        to any other address designated by either party by notice similarly given.
        Such
        notice shall be deemed to have been given upon the personal delivery thereof
        or
        three days after the date of such mailing thereof, as the case may
        be.

      


      If
        to the
        Executive, to:

      J.
        Robert
        Horton

      c/o
        DOV
        Pharmaceutical, Inc.

      433
        Hackensack Avenue

      Hackensack,
        New Jersey 07601

      


      If
        to the
        Company, to:

      


      DOV
        Pharmaceutical, Inc.

      433
        Hackensack Avenue

      Hackensack,
        New Jersey 07601

      Attention
        of the CEO

       

      Section
        5.05. Assignment
        and Succession.
        The
        Executive acknowledges that the services to be rendered by him hereunder
        are
        unique and personal. Accordingly, the Executive may not assign any of his
        rights
        or delegate any of his duties or obligations under this Agreement. The rights
        and obligations of the Company under this Agreement shall inure to the benefit
        of and be binding upon its successors and assigns.

      


      Section
        5.06. Headings.
        The
        headings contained in this Agreement are for convenience of reference only
        and
        shall not define or limit the provisions hereof.

      


      Section
        5.07. Applicable
        Law.
        This
        Agreement shall be interpreted in accordance with the laws of the State of
        New
        Jersey, without regard to conflict of law rules. Each party hereby irrevocably
        consents and submits to the in personam
        jurisdiction of any court of general jurisdiction in the State of New Jersey,
        which shall serve as the sole and exclusive forum in any suit, action or
        proceeding arising out of or in connection with this Agreement.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

      

      Section
        5.08. Withholding
        Taxes.
        The
        Company may withhold from any amounts payable under this Agreement such federal,
        state or local taxes as shall be required to be withheld pursuant to any
        applicable law or regulations.

      


      Section
        5.9. Entire
        Agreement; Amendments.
        This
        Agreement contains the entire understanding of the parties hereto with regard
        to
        the subject matter contained herein, and supersedes all prior agreements
        including the employment agreement dated as of July 29, 2002, or understandings
        between the parties hereto or any related parties. This Agreement may be
        amended
        only pursuant to a writing signed by both parties hereto.

      


      Section
        5.10. Waivers.
        Any
        term or provisions of this Agreement may be waived, or the time for its
        performance may be extended, by the party or parties entitled to the benefits
        thereof but only to the extent evidenced by a writing executed by such party.
        The failure of any party hereto to enforce at any time any provision of this
        Agreement shall not be construed to be a waiver of such provision, nor in
        any
        way to affect the validity of this Agreement or any part hereof or the right
        of
        any party thereafter to enforce each and every such provision. No waiver
        of any
        breach of this Agreement shall be held to constitute a waiver of any other
        or
        subsequent breach.

      


      Section
        5.11. Partial
        Invalidity.
        Each
        provision hereof shall be interpreted in such manner as to be effective and
        valid under applicable law, but in case any one or more of the provisions
        contained herein is for any reason held to be unenforceable in any respect,
        such
        unenforceability shall not affect any other provisions of this Agreement,
        and
        this Agreement shall be construed as if such unenforceable provision or
        provisions had never been contained herein unless the deletion of such provision
        or provisions would result in such a material change as to cause the remaining
        terms hereof to be unreasonable.

       

      Section
        5.12. Execution
        of Counterparts.
        This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        considered an original instrument, but all of which shall be considered one
        and
        the same agreement, and shall become binding when one or more counterparts
        have
        been signed by each of the parties and delivered to the other.

      


      IN
        WITNESS WHEREOF the Company has caused this Agreement to be signed by its
        duly
        authorized officer and the Executive has signed this Agreement as of the
        day and
        year first above written.

       

      
        
          	 	 	 
	 	DOV
                  Pharmaceutical, Inc.
	 
 	 
 	 
 
	 	By:  	/s/
                  Arnold Lippa
	 	
                  
Name:
                  Arnold Lippa
	 	Title: CEO 
	 	 
	 	/s/ J. Robert Horton 
	 	
                  

                  J.
                    Robert Horton

                


        

         

        
           

        

        
          
            
            

          

          9