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                                                                  EXHIBIT 10.4

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


                      SUB-LICENSE AND DEVELOPMENT AGREEMENT

      THIS AGREEMENT is effective this 30th day of June 1998, by and between DOV
Pharmaceutical, Inc., a New Jersey corporation, with offices at 1 Parker Plaza,
Suite 1500 Fort Lee. New Jersey 07024 ("DOV") and Neurocrine Biosciences, Inc.,
a Delaware corporation with offices at 3050 Science Park Road, Suite 405, San
Diego, California 92121 ("Neurocrine").

                                   WITNESSETH:

      WHEREAS, DOV possesses rights to a certain chemical compound and to
pharmaceutical products to be processed from the Compound, such rights arising
from the License Agreement (defined below); and

      WHEREAS, Neurocrine desires to acquire, and DOV is willing to grant to
Neurocrine, an exclusive sublicense to the patent rights and know-how, relating
to that certain chemical compound.

      NOW THEREFORE, in consideration of the promises and of the mutual
covenants and obligations set forth herein, the parties hereto agree as follows:

                                    ARTICLE 1
                                   Definitions

      1.1   "Affiliate" means with respect to a party, any other entity which
            directly or indirectly controls, is controlled by, or is under
            common control with, such party. An entity or party shall be
            regarded as in control of another entity if it owns, or directly or
            indirectly controls, at least fifty percent (50%) of the voting
            stock or other ownership interest of such entity, or if it directly
            or indirectly possesses the power to direct or cause the direction
            of the management and policies of the other entity by any means
            whatsoever.

      1.2   "Compound" means the chemical compound described in Exhibit 1.

      1.3   "DOV's Corporate Office" means 1 Parker Plaza, Suite 1500, Fort Lee,
            New Jersey.

      1.4   "FDA" means the United States Food and Drug Administration.

      1.5   "IND" means an investigational new drug as defined in 21 CFR Part
            312.

      1.6   "Know-How" means all ideas, inventions, data, instructions,
            processes, formulas, expert opinions and information, including,
            without limitation, biological, chemical, pharmacological,
            toxicological, pharmaceutical, physical and analytical, clinical,
            safety, manufacturing and quality control data and information, in
            each case, which are necessary or useful for and are specific to the

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            research, design, development, testing, use, manufacture or sale of
            the Compound or a Licensed Product.

      1.7   "License Agreement" means the license agreement between DOV and
            American Cyanamid Company ("ACY") dated May 29, 1998 attached as
            Exhibit 2.

      1.8   "Licensed Product" means any product based upon or derived from the
            Compound and approved for sale by the USFDA or its foreign
            equivalent.

      1.9   "NDA" means a new drug application submitted to the United States
            Food and Drug Administration in accordance with Section 505 of the
            Federal Food, Drug and Cosmetic Act and its implementing
            regulations, or a comparable filing in Japan or within the EU.

      1.10  "Net Sales" means the gross amount invoiced for the Market Product
            sold by Neurocrine or its Affiliate or its sublicensee, less:

            (a) transportation charges or allowances, if any;

            (b)   trade, quantity or cash discounts, service allowances and
                  broker's or agent's commissions, but not salaries,
                  commissions, bonuses or other incentive pay to in-house sales
                  or other personnel, if any, allowed or paid;

            (c)   credits or allowances, if any, given or made on account of
                  price adjustments, returns, bad debts, off-invoice promotional
                  discounts, rebates, and any or all federal, state or local
                  government rebates whether in existence now or enacted at any
                  time during the term of the Agreement, recalls, or destruction
                  requested or made by an appropriate government agency; and

            (d)   Any tax, excise or governmental charge upon or measured by the
                  sale, transportation, delivery or use of the Market Product;
                  provided that other than pursuant to Section 1.5(e) below, Net
                  Sales shall in no event be less than 80% of Gross Sales.

            (e)   In the case of discounts on "bundles" of products or services
                  which include Licensed Products or the Compound, the selling
                  Party may, with notice to the other Party, calculate Net Sales
                  by discounting the bona fide list price of such product by the
                  average percentage discount of all products of the selling
                  party and/or its Affiliates or sublicensees in a particular
                  "bundle", calculated as follows:

                        Average percentage
                        discount on a           = (1-A/B) x 100
                        particular "bundle"


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                  where A equals the total discounted price of a particular
                  "bundle" of products, and B equals the sum of the undiscounted
                  bona fide list prices of each unit of every product in such
                  "bundle". The selling party shall provide the other party
                  documentation, reasonably acceptable to the other party,
                  establishing such average discount with respect to each
                  "bundle", Net Sales shall be based on the undiscounted list
                  price of the Licensed Products or. the Compound in the
                  "bundle". If a Licensed Product or the Compound in a "bundle"
                  is not sold separately and no bona fide list price exists for
                  such Licensed Product or the Compound, the Parties shall
                  negotiate in good faith an imputed list price for such
                  Licensed Product or the Compound, and Net Sales with respect
                  thereto shall be based on such imputed list price.

      1.11  "Phase I" means that portion of the FDA submission and approval
            process that provides for the first introduction into humans of the
            Licensed Product with the purpose of determining human toxicity,
            metabolism, absorption, elimination and other pharmacological action
            as more fully defined in 21 C.F.R. ss.213.2(a).

      1.12  "Phase II" means that portion of the FDA submission and approval
            process that provides for the initial trials of the Licensed Product
            on a limited number of patients for the purposes of determining dose
            and evaluating safety-and efficacy in the proposed therapeutic
            indication as more fully defined as 21 C.F.R. ss.213.21(b).

      1.13  "Phase III" means that portion of the FDA submission and approval
            process that provides for continued trials of the Licensed Product
            on sufficient numbers of patients to establish the safety and
            efficacy of the Licensed Product and generate pharmacoeconomics date
            to support regulatory approval in the proposed therapeutic
            indication as more fully defined in 21 C.F.R. ss.312.21(c).

      1.14  "Pre-Phase I" means that portion of the development program that
            starts with the selection of a compound for development into the
            Licensed Product or the beginning of toxicological studies relating
            to such compound. Pre-Phase I includes, without limitation,
            toxicological, pharmacological and any other studies, the results of
            which are required for filing with an IND, as well as Licensed
            Product formulation and manufacturing development necessary to
            obtain the permission of regulatory authorities to begin and
            continue subsequent human clinical testing. Toxicology, as used in
            this definition, means full scale toxicology using "Good Laboratory
            Practices" for obtaining approval from a regulatory authority to
            administer the Licensed Product to humans. This toxicology is
            distinguished from initial dose range finding toxicology, which
            usually includes a single and repeated dose ranging study in two
            species with less than half of the animals required by the FDA, an
            Ames test and a related chromosome test.


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      1.15  "Patent Rights" means all United States and foreign patents
            (including all reissues, extensions, substitutions, confirmations,
            re-registrations, re-examinations, revalidations and patents of
            addition) and patent applications (including, without limitation,
            all continuations, continuations-in-part and divisions thereof) in
            each case, claiming an invention which is necessary or useful for
            the design, development, testing, use, manufacture or sale of the
            Compound or a Licensed Product.

      1.16  "Pivotal Trial" means the [***] study which is one of two Phase III
            registerable trials and which is comparable to and of the same
            magnitude as the trial described in Exhibit 3 hereto.

      1.17  "Territory" means all countries of the world.

      1.18  "Valid Claim" means a claim of a pending patent application within
            the Patent Rights (provided such application has not been pending
            for more than [***] from the date it was first filed with the
            governmental agency with jurisdiction over patent applications) or
            an issued and unexpired patent included within the Patent Rights
            that has not been held unenforceable or invalid by a court or other
            governmental agency of competent jurisdiction, and that has not been
            disclaimed or admitted to be invalid or unenforceable through
            reissue or otherwise.

                                    ARTICLE 2
                                  License Grant

      As of the effective date of this Agreement, DOV hereby grants Neurocrine
an exclusive sublicense to DOV's interest under the License Agreement in the
Patent Rights and Know-How to make, have made, use, import, offer for sale and
sell the Compound and the Marketed Product in the Territory, with the right to
grant sublicenses.

                                    ARTICLE 3
                             Development Activities

      3.1   As soon as practicable after the effective date of this Agreement,
            Neurocrine shall commence, adequately fund, and pursue a worldwide
            research and development program for the development of the Marketed
            Product ("R & D Program") using commercially reasonable and diligent
            efforts in its conduct of the R & D Program in accordance with
            Neurocrine's usual and customary practices for products of similar
            commercial potential and value.

      3.2   Management of the R & D Program will be provided by Neurocrine.
            Arnold Lippa and Bernard Beer, upon Neurocrine's request, will
            provide reasonable consultative services pursuant to consulting
            agreements substantially in the form set forth on Exhibit 4.

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      3.3   Neurocrine shall provide to DOV, on a [***] basis throughout the
            term of this Agreement a written report setting forth the efforts
            (and results of such efforts) taken by Neurocrine pertaining to the
            R & D Program, [***]. Neurocrine shall provide such reports until
            the R & D Program is terminated, or upon the first sale of the
            Marketed Product in the United States, Japan or within the EU.

      3.4   If Neurocrine terminates the R&D Program or halts all R&D Program
            activities for a period of six months or longer within the United
            States (for reasons other than regulatory constraints), DOV shall
            have the right to terminate this Agreement within the entire
            Territory, or any country within the Territory, effective upon
            Neurocrine's receipt of written notice of termination from DOV.
            If Neurocrine terminates the R&D Program or halts all R&D
            activities for a period of six months or longer within any other
            country of the Territory (for reasons other than regulatory
            constraints) DOV shall have the right to terminate this Agreement
            within such country, effective upon Neurocrine's receipt of
            written notification from DOV. In either such event DOV will be
            entitled to any payments previously paid to, or which have
            accrued to DOV.

                                    ARTICLE 4
                              Development Payments

      4.1   In consideration of the rights granted to Neurocrine in Article 2,
            herein, Neurocrine shall pay to DOV a licensing fee of $5,000 upon
            the execution of this Agreement.

      4.2   Neurocrine shall make scheduled payments and issue warrants for the
            purchase of shares of Neurocrine's capital stock to DOV in the
            amounts, and at the times, stated below:

                  US $1,300,000 plus warrants to purchase 75,000 shares of
                  Neurocrine common stock, upon commencement of the first
                  Pivotal Trial for the Marketed Product. A warrant to purchase
                  15,000 shares of Neurocrine common stock shall have an
                  exercise price equal to


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                  the Market Price, as defined herein, as of the effective date
                  of this Agreement. Such warrant shall be exercisable, at any
                  time, in whole or in part, from the grant date, which shall be
                  equal to the effective date of this Agreement, through the
                  fifth anniversary of the grant date. A warrant to purchase
                  60,000 shares of Neurocrine common stock shall have an
                  exercise price equal to the Market Price, as defined herein,
                  as of the date that the first Pivotal Trial commences. Such
                  warrant shall be exercisable, at any time, in whole or in
                  part, from the grant date, which shall be equal to the
                  effective date of this Agreement, through the fifth
                  anniversary of the grant date. Upon approval by a majority of
                  the signatories thereto, Neurocrine's New Registration Rights
                  Agreement dated March 29, 1996 shall be amended to include
                  such warrant in the definition of "Registrable Securities"
                  thereunder, those shares of Neurocrine common stock issuable
                  upon exercise of such warrants. The terms of the warrants
                  shall be substantially as set forth as the Form of Warrant
                  attached to this Agreement as Exhibit 5. For purposes of this
                  Article 4.2, "market price" shall mean the mean of the closing
                  price of Neurocrine's common stock as quoted on the National
                  Association of Security Dealers, Inc. Automated Quotation
                  System or such other national securities exchange or
                  over-the-counter market on which such common stock is quoted
                  for the twenty business days prior to the date of this
                  Agreement, and at the date that the first Pivotal Trial is
                  commenced, respectively.

                  [***].

                  [***].

                                    ARTICLE 5
                                    Royalties

            5.1   In consideration of the rights granted in Article 2 hereof,
                  and in addition to the payments and issuance of warrants set
                  forth in Article 4 herein, Neurocrine shall pay to DOV during
                  the term of this Agreement, on a country-by-country basis,
                  royalties consisting of six percent (6%) of Net Sales of
                  Marketed Product.

            5.2   If within any country of the Territory (I) marketing
                  exclusivity is lost to Neurocrine or its sublicensee prior to
                  the expiration of this Agreement and (ii) the manufacture, use
                  or sale of a Licensed Product would not infringe a Valid Claim
                  of a patent within the Patent Rights, then the royalty rate on
                  the Net Sales of such Licensed Product which would otherwise
                  be payable to DOV by Neurocrine will be reduced to a rate
                  which is equal to the [***].


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            5.3   All royalty payments shall be made in U.S. dollars, Net Sales
                  shall be converted on a country-by-country basis from the
                  currency used in each such country to United States Dollars.
                  The applicable exchange rate shall be the rate quoted in the
                  WALL STREET JOURNAL on the last business day of the period for
                  which royalties are being calculated. All royalty payments
                  shall be made in United States Dollars and remitted to DOV's
                  Corporate Office.

            5.4   Within thirty (30) days after the end of each three months
                  during the term of this Agreement, Neurocrine shall pay to DOV
                  the royalty payment due for those three months.

                  Together with each three month royalty payment, Neurocrine
                  shall submit to DOV a written accounting showing its
                  computation of royalties due under this Agreement for such
                  three months, which shall set forth gross sales, Net Sales,
                  the specific deductions used in arriving at Net Sales, and
                  the total royalties due for the three months in question.
                  Such accounting shall be on a country-by-country basis within
                  the Territory.

            5.5   Neurocrine shall keep full and accurate books and records
                  setting forth gross sales, Net Sales, the specific deductions
                  used in arriving at Net Sales and the amount of royalties
                  payable to DOV hereunder for no less than [***] after the end
                  of each year during the term of this Agreement. Neurocrine
                  shall permit DOV, to have such books and records examined by
                  an independent certified public accountant retained by DOV and
                  acceptable to Neurocrine, during regular business hours upon
                  reasonable advance notice. Such accountant shall keep
                  confidential any information obtained during such examination
                  and shall report to DOV, only the amounts of royalties which
                  he or she believes to be due and payable hereunder. In the
                  event of a difference of opinion between such accountant and
                  Neurocrine as to the amount of royalties which are due and
                  payable, the parties hereto shall use their best efforts to
                  resolve such differences. If they cannot do so, each party
                  will appoint one additional independent certified public
                  accountant, and those two individuals will jointly appoint an
                  additional independent certified public accountant. A majority
                  decision of those three accountants will be conclusive as to
                  the amount of royalties which are due and payable. The
                  expenses of this dispute resolution procedure will be borne
                  equally by Neurocrine and DOV.

                                    ARTICLE 6
                                 Confidentiality

            If, during the performance of this Agreement, one party hereto
            discloses information to the other which it considers confidential,
            such information may not be subsequently disclosed by the receiving
            party to a third party, without the


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            written permission of the disclosing party. The parties to this
            Agreement agree to hold in confidence all information; including,
            but not limited to, all information that is the subject of this
            Agreement, Know-How, marketing and manufacturing practices,
            processes, product information, or financial information disclosed
            or submitted in writing or in other tangible form which is
            considered to be confidential for a period of five (5) years from
            the date of such disclosure, except:

            (a)   information, which at the time of disclosure, is in the public
                  domain;

            (b)   information, which after disclosure, is published or otherwise
                  becomes part of the public domain through no fault of the
                  receiving party;

            (c)   information which was in the possession of the receiving party
                  at the time of disclosure;

            (d)   information which is developed by or on behalf of the
                  receiving party independently of any disclosure to them by the
                  disclosing party hereunder; or

            (e)   information which is provided to the receiving party by a
                  third party with the right to so provide.

                                    ARTICLE 7
                               Adverse Experiences

      7.1   During the term of this Agreement, Neurocrine shall keep, and shall
            cause its sublicensees to keep DOV promptly and fully informed of
            all pharmaceutical, toxicological, clinical, and all other findings,
            including clinical use, studies, investigations, tests and
            prescription, relating to any adverse experiences with the Marketed
            Product.

      7.2   Neurocrine undertakes to notify DOV, as soon as possible, of any
            serious adverse event as such event is defined by the responsible
            regulatory agency in the United States, Japan, or within the EU,
            thought to be associated with clinical- studies of, or the use or
            application of, the Marketed Product. Such notification shall be
            made promptly but in no event later than five (5) working days after
            Neurocrine first learns of, or is advised of, any adverse event
            described above.

      7.3   Neurocrine shall inform DOV without delay, of any governmental
            action, correspondence or reports to or from governmental
            authorities which may affect the continued distribution and sale of
            the Marketed Product and furnish DOV with copies of any relevant
            documents relating thereto.


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                                    ARTICLE 8
                               Patent Infringement

      8.1   In case any actions, claims, demands, suits or other legal
            proceedings are brought or threatened to be brought against
            Neurocrine, its Affiliates or sublicensees, by a third party for
            infringement of such third party's patent(s), by virtue of
            Neurocrine's manufacture, use, sale or offer for sale of the
            Marketed Product, Neurocrine shall notify DOV forthwith of the
            threat or existence of such actions with sufficient evidence
            thereof, to enable the parties to prepare an appropriate defense
            strategy. The parties shall consult together as to the action to be
            taken and as to how the defense will be handled. [***].

            Neurocrine undertakes not to make any admission of liability to a
            claimant or plaintiff or his, her or its legal representative or
            insurer and not to sign any agreement in respect of such proceedings
            adversely affecting the rights of DOV [***], which will not be
            unreasonably withheld.

            If Neurocrine, because of any settlement of the claimed infringement
            or a final unappealable or non-appealed judgment of a court of
            competent jurisdiction, is required to make payments to one or more
            third parties to obtain a license without which the marketing of the
            Marketed Product could not be made in a given country, Neurocrine
            may deduct such payments from the royalty payments due to DOV
            hereunder, provided however that in no event shall the royalty rate
            be reduced by more than [***] of that which would otherwise be due
            to DOV.

      8.2   Neurocrine shall promptly inform DOV of any suspected patent
            infringement by a third party and provide DOV with any available
            evidence of such suspected infringement.

            DOV shall have the right but not the obligation to institute any
            claim, suit or proceeding against an infringer or a presumed
            infringer. DOV shall control the prosecution of any such suit, claim
            or proceeding, including, without limitation, the choice of counsel
            and any settlement of any such suit or claim. Neurocrine shall
            provide DOV with all reasonable assistance (other than financial)
            required to institute and maintain such proceedings.

            Neurocrine shall only have the right to institute any claim, suit or
            proceeding against an infringer or a presumed infringer in the event
            that DOV elects not to do so. In such event, Neurocrine shall
            control the prosecution of any such suit, claim or proceeding,
            including, without limitation, the choice of counsel and any
            settlement of any such suit or claim. DOV shall provide Neurocrine
            with all reasonable assistance (other than financial) required to
            institute and maintain such proceedings. During such proceedings,
            Neurocrine's royalty obligations to DOV shall be reduced to the
            greater of [***] of the royalty payable hereunder and the royalty
            rate that DOV owes to ACY at that time. Any proceeds from such


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            proceedings shall first be allocated to reimburse Neurocrine for its
            costs in such proceedings, second to reimburse DOV for its lost
            royalty revenue during such period and the remainder to Neurocrine.
            In the event that Neurocrine is not successful in its suit DOV shall
            not be reimbursed for any lost royalty revenue.

                                    ARTICLE 9
                    Indemnification, Liability and Insurance

      9.1   Neurocrine, in the absence of negligence or willful misconduct on
            the part of DOV, its Affiliates and sublicensees and their
            respective employees, agents, officers, directors and permitted
            assigns, shall at all times during the term of this Agreement and
            thereafter, indemnify, defend and hold DOV and its respective
            directors, officers, partners, employees, and agents harmless from
            and against any and all claims and expenses, including, without
            limitation, legal expenses, court costs, and reasonable attorney's
            fees, arising out of or relating to the death of or actual or
            alleged injury to any person(s) or damage to third party property,
            and from and against any other third party claim, proceeding,
            demand, expense, cost and liability of any kind whatsoever
            (collectively "liabilities") resulting from, arising out of or
            related to product liability claims involving the Marketed Product.

      9.2   DOV, in the absence of negligence or willful misconduct on the part
            of Neurocrine, its Affiliates and sublicensees and their respective
            employees, agents, officers, directors and permitted assigns shall
            at all times during the term of this Agreement and thereafter,
            indemnify, defend and hold Neurocrine and its respective directors,
            officers, partners, employees, and agents harmless from and against
            any and all claims and expenses including, without limitation, legal
            expenses, court costs and reasonable attorney's fees arising out of,
            or relating to, the death of or actual or alleged injury to any
            person(s) or damage to third party property, and from and against
            any other third-party claim, proceeding, demand, expense, cost and
            liability of any kind whatsoever resulting from, arising out of, or
            related to DOV's breach of Article 10.9 herein, and any actions
            taken by DOV pertaining to the Compound or Marketed Product prior to
            the effective date of this Agreement.

      9.3   Neurocrine shall maintain, and cause any sublicense to maintain, a
            product liability insurance program which may include funded
            self-insurance reserves, with additional coverage by a
            nationally-recognized insurance carrier, with respect to the
            development, manufacture and sale of the Marketed Product. Coverage
            shall be in such amounts as are customary within the industry.
            Neurocrine and any sublicensee shall maintain such insurance program
            for so long as it, or any sublicensee, continues to develop,
            manufacture or sell the Marketed Product and thereafter for so long
            as required to cover manufacture or sales of distributed Marketed
            Product.


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      9.4   Neurocrine (and its sublicensee) will name DOV and ACY as additional
            insureds on its product liability insurance policies. Upon execution
            of this Agreement, Neurocrine will supply DOV with evidence of such
            coverage, and Neurocrine will inform DOV, during the term of this
            Agreement, of any modifications to such coverages.

                                   ARTICLE 10
                         Warranties and Representations

      10.1  Neurocrine represents and warrants that it is a corporation duly
            organized, validly existing and in good standing under the laws of
            Delaware.

      10.2  Neurocrine represents and warrants that it has full corporate
            authority to enter into, and to perform this Agreement.

      10.3  Neurocrine represents and warrants that it is fully cognizant of
            Good Laboratory Practices ("GLP") and Good Manufacturing Practices
            ("GMP") as set forth by the FDA, and that it, and any sublicensee,
            shall manufacture, or have manufactured, Marketed Product in full
            compliance with GLP and GMP.

      10.4  Neurocrine represents and warrants that the terms of any sublicense
            it grants in accordance with Article 2 herein, will not be
            inconsistent with the terms of this Agreement or the License
            Agreement between DOV and ACY attached hereto as Exhibit I.

      10.5  Neurocrine represents and warrants that it has full corporate
            authority to issue the warrants referred to in Article 4.2, herein
            and that it shall have a sufficient amount of authorized shares of
            capital stock to which the warrants apply.

      10.6  DOV represents and warrants that it is a corporation duly organized,
            validly existing and in good standing under the laws of New Jersey.

      10.7  DOV represents and warrants that it has full corporate authority to
            enter into, and to perform this Agreement.

      10.8  DOV represents and warrants that it has the right to grant the
            sub-license to Neurocrine set forth in Article 2 herein.

      10.9  DOV represents and warrants that all representations made by it to
            Neurocrine pertaining to Marketed Product are true to the best of
            DOV's knowledge.

                                   ARTICLE 11
                                   Assignment


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            This Agreement shall be binding upon and inure to the benefit of the
            parties hereto and the successors to substantially the entire
            business and assets of the respective parties hereto.
            Notwithstanding the foregoing, any party may-void this Agreement if
            the Agreement is assigned for the benefit of a creditor. This
            Agreement shall not be assignable by either party, except to an
            Affiliate, without the prior consent of the other party; any other
            attempted assignment is void.

                                   ARTICLE 12
                                 Payments to ACY

            DOV shall be responsible for all payments due to ACY pursuant to the
            License Agreement, a true copy of which is attached hereto as
            Exhibit 1.

                                   ARTICLE 13
                                 Applicable Law

            This Agreement shall be governed by and construed according to the
            laws of the State of Delaware.

                                   ARTICLE 14
                                  Force Majeure

            None of the parties shall be responsible for failure or delay in the
            performance of any of its obligations hereunder due to Force
            Majeure. Force Majeure shall mean any circumstances which, due to an
            event or a legal position beyond the party's reasonable control,
            shall render impossible the fulfillment of any of the party's
            obligations hereunder, such as, but not limited to, acts of God,
            acts, regulations, or laws of any government, war, civil commotion,
            destruction of facilities or materials by fires, earthquakes, or
            storms, labor disturbances, shortages of public utilities, common
            carriers, or raw materials, or any other cause, or causes of similar
            effects, except, however, any economic occurrence. During any such
            case of Force Majeure, this License Agreement shall not be
            terminated, but only suspended and the party so affected shall
            continue to perform its obligations as soon as such case of Force
            Majeure is removed or alleviated.

                                   ARTICLE 15
                              Term and Termination

      15.1  This Agreement shall continue in full force and effect in each
            country of the Territory until the later of the final expiration of
            a patent covering the Compound or the Marketed Product in such
            country, or a period of ten (10) years following the first sale of
            Marketed Product by Neurocrine or its sublicensee in such country.


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      15.2  Upon expiration of this Agreement, with respect to each country of
            the Territory, Neurocrine shall be deemed to have a full-paid,
            royalty-free license with the right to make or have made, use or
            sell the Compound and the Marketed Product as well as to freely
            utilize all data generated hereunder or received from DOV by
            Neurocrine, without further obligation to DOV, except for
            maintaining confidentiality as required by Article 6 of this
            Agreement.

      15.3  In the event that a party hereto shall be presumed by the other to
            have breached any material condition herein contained, the
            complaining party shall provide a written notice of such presumed
            breach, requesting rectification within a thirty (30) day from the
            date of receipt of such notice. The party presumed to be in breach
            of the Agreement shall either submit a commercially reasonable plan
            for rectification within 15 (fifteen) days of receipt of notice (if
            the breach cannot be rectified within the thirty (30) day period),
            or take appropriate steps to remedy the breach within such period.
            If, within such thirty-day period, neither the aforesaid plan shall
            have been submitted, nor the breach cured, the party claiming breach
            shall be entitled to terminate this Agreement, thereby surrendering
            all rights granted hereunder, by, written notice to the other
            party, such termination having immediate effect.

      15.4  This Agreement may be terminated immediately by either party by
            giving notice to the other party if such other party becomes
            insolvent or has committed an act of bankruptcy or if an order or
            resolution is made for the winding up of such other party.

      15.5  In the event that this Agreement is terminated by DOV prior to is
            full term pursuant to Article 15.3, or Article 15.4, herein,
            Neurocrine shall, as soon as reasonably possible, transfer, or
            authorize the transfer of, [***] DOV. Any such transfers or transfer
            authorizations shall be in writing and acceptable, in form, to DOV.

      15.6  Article 6 and Section 16.9 shall survive termination of this
            agreement.

                                   ARTICLE 16
                                  Miscellaneous

      16.1  This Agreement constitutes the full understanding between the
            parties and supersedes any and all prior oral or written
            understandings and agreements with respect to the subject matter
            hereof. No terms, conditions, understandings or Agreements
            purporting to modify, amend or vary this Agreement shall be binding
            unless made in writing and signed by the parties hereto.

      16.2  The invalidity or unenforceability of an Article or any part of an
            Article of this Agreement in any jurisdiction shall not cause the
            invalidity of the entire Agreement as to such jurisdiction, and
            shall not affect the validity or enforceability of such Article or
            such part of an Article in any other jurisdiction.


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

                                       13

<Page>

            The parties shall replace any Article or part of an Article found
            invalid or unenforceable by alternative provisions which shall be as
            similar as possible in their conditions with regard to their spirit
            and commercial effect. If this Agreement in any jurisdiction is
            found to be invalid or unenforceable, the parties shall replace it
            by an alternative agreement which shall be as similar as possible in
            its conditions with regard to its spirit and commercial effect.

      16.3  No actual waiver of breach or default by either party hereto of any
            provision of this Agreement shall be deemed or construed to be a
            waiver of any succeeding breach or default of the same or any other
            provision of this Agreement.

      16.4  This Agreement shall not constitute either party as the joint
            venturer, legal representative or agent of the other party for any
            purpose, whatsoever. Neither party shall have any right or authority
            to assume or create any obligation or responsibility for, or on
            behalf of, the other party, or to otherwise bind the other party.

      16.5  The parties recognize that this is a master agreement covering a
            number of countries. If, for any country in the Territory it becomes
            necessary to execute a separate instrument in order to satisfy local
            requirements, the parties agree to execute such further instrument,
            which shall, to the extent permitted by the laws of the particular
            country, conform to the terms and conditions of this Agreement.

      16.6  This Agreement has been originally written and signed in the English
            language. If any translation into any other language is required for
            purposes of governmental filings, the parties shall arrange for such
            translation, and the costs thereof shall be borne by the party
            legally required to make such filing. In the event of any question
            or dispute as to the meaning or interpretation of any term,
            condition or provision of this Agreement, the English language
            version shall in all events govern for all purposes, whatsoever.

      16.7  Termination of this Agreement for any reason, or expiration of this
            Agreement, will not affect obligations, including the payment of any
            Scheduled Payments or royalties which have accrued as of the date of
            termination or expiration, and rights and obligations which, are
            intended to survive termination or expiration of this Agreement.

      16.8  This Agreement is executed simultaneously in counterparts, each of
            which shall be deemed an original, but all of which shall constitute
            but one and the same instrument.

      16.9  Neither party shall issue any press release or other publicity
            materials, or make any oral or written presentation concerning the
            Compound or Marketed Product without the 15 day prior consent of the
            other party, which will not be unreasonably withheld. This
            restriction shall not apply to disclosures required by


                                       14
<Page>

            law or regulation within any country within the Territory. However,
            the parties shall coordinate, to even extent possible, as to the
            wording of any such disclosure.

                                   ARTICLE 17
                                     Notices

All notices pursuant to this Agreement will be in writing and sent by telecopy,
facsimile or other electronic means or sent by pre-paid regular, registered or
certified mail. All such notices will be delivered personally to, or addressed
as follows:


                                       15
<Page>

                  TO:   Neurocrine

                  Neurocrine Biosciences, Inc.
                  3050-Science Park Road, Suite 405
                  San Diego, California 92121
                  Attn: Gary Lyons

                  TO: DOV

                  DOV Pharmaceutical, Incorporated
                  1-Parker Plaza, Suite 1500
                  Fort Lee, New Jersey 07024
                  Attn: Dr. Arnold Lippa

                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their authorized representatives.

                                      DOV Pharmaceutical, Inc.

                                      By: /s/ Arnold Lippa
                                         ----------------------------
                                         Arnold Lippa, Chief Executive Officer

                                      Neurocrine Biosciences, Inc.

                                      By: /s/ Gary Lyons
                                         ----------------------------
                                         Gary Lyons, President and
                                         Chief Executive Officer


                                       16
<Page>



                  TO:   Neurocrine

                  Neurocrine Biosciences, Inc.
                  3050-Science Park Road, Suite 405
                  San Diego, California 92121
                  Attn: Gary Lyons

                  TO: DOV

                  DOV Pharmaceutical, Incorporated
                  1-Parker Plaza, Suite 1500
                  Fort Lee, New Jersey 07024
                  Attn: Dr. Arnold Lippa

                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their authorized representatives.

                                      DOV Pharmaceutical, Inc.

                                      By: /s/ Arnold Lippa
                                         ---------------------------
                                         Arnold Lippa, Chief Executive Officer


                                      Neurocrine Biosciences, Inc.

                                      By:
                                         ---------------------------
                                         Gary Lyons, President and
                                         Chief Executive Officer


                                       17
<Page>



[GRAPHIC OMITTED] DOV PHARMACEUTICAL INCORPORATED


                                    EXHIBIT 1
                          CHEMICAL COMPOUND DESCRIPTION

                                      [***]


                           [Chemical Compound Graphic]











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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.

                                       18
<Page>

                                    EXHIBIT 2
                             [ACY License Agreement]













                                       19
<Page>

                                    EXHIBIT 3

                                      [***]











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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>

                                    EXHIBIT 4

                          [Form of Consulting Agreement]














                                       21
<Page>

                                    EXHIBIT 5

                              [Warrant Agreement]














                                       22
<Page>