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                                                                  Exhibit 10.8

                                                                  EXECUTION COPY

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


                    JOINT DEVELOPMENT AND OPERATING AGREEMENT

                              ELAN CORPORATION, PLC

                                       AND

                        ELAN INTERNATIONAL SERVICES, LTD.

                                       AND

                            DOV PHARMACEUTICAL, INC.

                                       AND

                                 DOV NEWCO, LTD.

                                       AND

                                 NASCIME LIMITED


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                                TABLE OF CONTENTS

CLAUSE                                                                      PAGE

1.    Definitions.............................................................4

2.    The Business of the Company and Nascime................................10

3.    Memorandum and Articles of Association.................................11

4.    Representation and Warranties..........................................11

5.    Completion.............................................................16

6.    Subscriptions and Additional Financing.................................18

7.    Directors..............................................................23

8.    Direction of Research and Development..................................24

9.    The Business Plan and Reviews..........................................27

10.   Property Ownership Rights..............................................27

11.   Patent Rights..........................................................29

12.   Exploitation of Products...............................................33

12.A Regulatory Approvals....................................................34

13.   Non-Competition........................................................35

14.   Technical Services and Assistance......................................36

15.   Manufacturing and Supply Arrangements..................................37

16.   Auditors; Bankers; Registered Office; Accounting
      Reference Date; Secretary; Counsel.....................................38

17.   Share Rights and Directors.............................................39

18.   Matters Requiring Participants' Approval...............................39

19.   Transfer of or Charging of Shares......................................42

20.   Disputes...............................................................43

21.   Termination............................................................44

22.   Confidentiality........................................................47

23.   Participant's Consent..................................................49

24.   Participant's Bound....................................................50

25.   Costs..................................................................50

26.   Costs..................................................................50


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THIS AGREEMENT made this 21st 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").

(2)   ELAN INTERNATIONAL SERVICES, LTD., a private limited company incorporated
      under the laws of Bermuda and having its registered office at Flatts,
      Smiths Parish, Bermuda, FL 04 ("EIS").

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

(4)   DOV NEWCO, LTD., an exempted limited company incorporated under the laws
      of Bermuda and having its registered office at Clarendon House, 2 Church
      Street, Hamilton, Bermuda ("THE COMPANY").

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

RECITALS:

A.    The Company is an exempted limited company incorporated in Bermuda on the
      19th day of January, 1999 under the Companies Acts of Bermuda which has
      been incorporated for the special and limited purpose of holding of the
      issued shares of Nascime.

B.    Nascime is a private company incorporated on the 3rd day of December, 1998
      under the Companies Acts of Ireland.

C.    Elan is beneficially entitled to the use of certain patents that 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/or pharmaceutical products derived therefrom, having
      improved pharmaceutical, biopharmaceutical or other characteristics.


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D.    DOV is beneficially entitled to the use of the Compounds.

E.    Elan and DOV have agreed to co-operate in the establishment and management
      of a business for the research, development and commercialisation of the
      Products and otherwise in the Field, based on their respective
      technologies, for human use and whether for prescription or
      non-prescription use.

F.    Elan and DOV have agreed to enter into this Agreement for the purpose of
      recording the terms and conditions of the joint venture and of regulating
      their relationship with each other and certain aspects of the affairs of
      and their dealings with the Company.

NOW IT IS HEREBY AGREED AS FOLLOWS:

                                    CLAUSE 1

                                   DEFINITIONS

1.1         In this Agreement, the following terms shall, where not inconsistent
            with the context, have the following meanings respectively.

            ""A" SHARES" shall mean the class "A" voting common shares in the
            capital of the Company having the rights attaching thereto, as
            described in Clause 17.

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

            ""B" NON VOTING SHARES" shall mean the class "B" non-voting common
            shares in the capital of the Company having the rights attaching
            thereto, as described in Clause 17.


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            "BUSINESS" shall mean the business of Nascime as described in Clause
            2 and as more particularly specified in the Business Plan and such
            other business as the Parties may agree from time to time in writing
            should be carried on by Nascime.

            "BUSINESS PLAN" shall mean the plans to be prepared and approved by
            the Nascime Directors pursuant to Clause 9, in conjunction with the
            Research and Development Programmes or the other business of
            Nascime, for the conduct of the Business of Nascime for each
            Financial Year for the duration of this Agreement, which shall
            include, in particular, details of the planned research and
            development expenses to be incurred in that Financial Year, which of
            the Participants shall be responsible for the relevant research and
            development expenditure, and how such expenses shall be funded and,
            among other things, to the extent practicable, the research and
            development objectives, desired Product specifications, clinical
            indications, preliminary clinical trial designs (Phase I/II),
            development timelines, budgeted costs and the relative
            responsibilities of DOV and Elan as they relate to the
            implementation of the Research and Development Plan.

            "COMPANY DIRECTORS" shall mean, at any time, the directors of the
            Company.

            "COMPANY MEMORANDUM OF ASSOCIATION AND BYE-LAWS" shall mean the
            Memorandum of Association and Bye-Laws to be adopted by the Company
            on Completion, as amended from time to time.

            "COMPLETION" shall mean the performance by the Parties hereto of
            their respective obligations under Clause 5.

            "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 22.2. and Clause 22.6.

            "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.

            "DOV COMPANY DIRECTORS" shall mean the directors of the Company who
            are the designees of DOV.

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


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

            "DOV KNOW-HOW" shall have the meaning assigned to it in the DOV
            License Agreement.

            "DOV LICENSE AGREEMENT" shall have the meaning set forth in Clause
            5.4.7.

            "DOV PATENT RIGHTS" shall have the meaning assigned to it in the DOV
            License Agreement.

            "EFFECTIVE DATE" shall mean the date of this Agreement.

            "EIS COMPANY DIRECTORS" shall mean the directors of the Company who
            are the designees of DOV.

            "ELAN IMPROVEMENTS" shall have the meaning assigned to it in the
            Elan License Agreement.

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

            "ELAN KNOW-HOW" shall have the meaning assigned to it in the Elan
            License Agreement.

            "ELAN LICENSE AGREEMENT" shall have the meaning set forth in Clause
            5.4.6.

            "ELAN PATENT RIGHTS" shall have the meaning assigned to it in the
            Elan License Agreement.

            "ENCUMBRANCE" shall mean any lien, charge, pledge, encumbrance or
            other restriction.

            "EXCHANGE RIGHT" shall have the meaning assigned to it in the
            Securities Purchase Agreement.

            "EXPERT" shall have the meaning assigned to it in Clause 20.3.

            "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.


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            "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.

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

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

            "LICENSE AGREEMENTS" means the Elan License Agreement and the DOV
            License Agreement.

            "MANAGEMENT COMMITTEE" shall have the meaning set forth in Clause
            8.2.

            "NASCIME DIRECTORS" shall mean the directors of Nascime from time to
            time.

            "NASCIME INTELLECTUAL PROPERTY" shall have the meaning set forth in
            Clause 10.3.

            "NASCIME MEMORANDUM AND ARTICLES OF ASSOCIATION" shall mean the
            Memorandum and Articles of Association to be adopted by Nascime on
            Completion, as amended from time to time.

            "NASCIME PATENT RIGHTS" shall mean any and all patents now existing,
            currently pending or hereafter filed or obtained relating to the
            Nascime Intellectual Property, 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.

            "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.

            "OPTION PERIOD" shall have the meaning set forth in Clause 12.3.

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

            "PARTICIPANT" shall mean DOV or EIS, as the case may be, and
            "PARTICIPANTS" means each of the Participants together.

            "PARTY" shall mean Elan, EIS, DOV, Nascime or the Company, as the
            case may be,


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            and "PARTIES" shall mean all five together.

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

            "PRESIDING JUSTICE" shall have the meaning set forth in Clause 20.3.

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

            "PROPOSING PARTICIPANT" shall have the meaning set forth in Clause
            21.1.1

            "PROPOSING PARTICIPANT PRICE" shall have the meaning set forth in
            Clause 21.1.3.

            "PURCHASE PRICE" shall have the meaning set forth in Clause 21.1.3.

            "R&D COMMITTEE" shall have the meaning set forth in Clause 8.3.

            "RECIPIENT PARTICIPANT" shall have the meaning set forth in Clause
            21.1.1.

            "RECIPIENT PARTICIPANT PRICE" shall have the meaning set forth in
            Clause 21.1.3.

            "RELEVANT EVENT" shall have the meaning set forth in Clause 21.1.

            "RESEARCH AND DEVELOPMENT PLAN" shall mean the program of work,
            including a budget for the remaining portion of the first year and a
            projected budget for the remaining 18 months, agreed by the
            Management Committee attached as part of the Business Plan that
            relates to the formulation, biopharmaceutical and Phase II clinical
            development of the Products and such further research and
            development work as may be agreed by the Management Committee from
            time to time.

            "RESEARCH AND DEVELOPMENT PROGRAMME" shall mean, depending on the
            context, one or more programmes of research and development work
            being conducted or to be conducted by, INTER ALIA, DOV and Elan for
            and on behalf of Nascime which have been devised by the R&D
            Committee and approved by the Management Committee.

            "SECURITIES PURCHASE AGREEMENT" shall mean the agreement of even
            date entered into between EIS and DOV.

            "SHARES" shall mean the "A" Shares and the "B" Non-Voting Shares.


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            "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 R&D Committee.

            "SUBSIDIARY" shall mean any company that is a subsidiary of the
            Company within the meaning of the Companies Acts of Bermuda,
            including Nascime.

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

            "TERRITORY" means all of the countries of the world.

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

1.2         Words importing the singular shall include the plural and vice
            versa, the masculine includes the feminine and vice versa and the
            neuter includes the masculine and the feminine.

1.3.        Unless the context otherwise requires, reference to a recital,
            article, paragraph, provision, clause or schedule is to a recital,
            article, paragraph, provision, clause or schedule of or to this
            Agreement.

1.4.        Reference to a statute or statutory provision includes a reference
            to it as from time to time amended, extended or re-enacted.

1.5.        The headings in this Agreement are inserted for convenience only and
            do not affect its construction.

1.6.        Unless the context or subject otherwise requires, references to
            words in one gender include references to the other genders.


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                                    CLAUSE 2

                     THE BUSINESS OF THE COMPANY AND NASCIME

2.1         The primary object of Nascime is to carry on the business of the
            development, testing, exploitation, registration, manufacture,
            commercial realisation and licensing of Products in the Field in the
            Territory and to achieve the objectives set out in this Agreement.
            The purpose of forming the Company and Nascime is to enable Elan and
            DOV to develop, exploit and commercialize the Products throughout
            the Territory. The focus of the collaborative venture will be to
            develop the Products using the Elan Intellectual Property to agreed
            upon specifications and timelines. Nascime shall be responsible for
            determining the subsequent commercialization strategy to allow the
            Products to be marketed in the Territory.

2.2.        Should one or both of the Compounds fail to meet agreed
            specifications, the Parties shall review in good faith the
            possibility of in-licensing another compound(s) from the DOV
            portfolio of compounds, or in-licensing or acquiring the rights from
            one or more third parties to such compound or compounds.
            Alternatively, should one or both of the Products fail to meet
            agreed specifications, the Parties shall review in good faith
            alternative technology approaches within the Elan Intellectual
            Property. In either case, the Parties shall negotiate in good faith
            such amendments as are required to this Agreement, such as amending
            the provisions regulating non-competition.

2.3.        Each Participant shall use all reasonable and proper means at its
            disposal and within its power to maintain, extend and improve the
            Business of Nascime and the Company, within the limits of this
            Agreement, and to further the reputation and interests of Nascime
            and the Company.

2.4.        The central management and control of the Company shall be exercised
            in Bermuda and shall be vested in the Directors and such Persons as
            they may delegate the exercise of their powers in accordance with
            the Company Memorandum of Association and Bye-Laws. The Participants
            shall use their best endeavours to ensure that to the extent
            required pursuant to the laws of Bermuda or to ensure the sole
            residence of the Company in Bermuda all meetings of the Directors
            are held in Bermuda or other jurisdictions outside the United States
            and generally to ensure that the Company is treated as resident for
            taxation purposes in Bermuda.

2.5.        The central management and control of Nascime shall be exercised in
            Ireland and shall be vested in the Nascime Directors and such
            Persons as they may delegate the exercise of their powers in
            accordance with the Nascime Memorandum and Articles of Association.
            The Participants shall use their best endeavours to ensure:

            2.5.1.      that all meetings of the Nascime Directors are held in
                        Ireland and generally to ensure that Nascime is treated
                        as solely resident for taxation purposes in


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                        Ireland; and

            2.5.2.      that the activities of Nascime are carried out in such
                        manner as is necessary to avail of any applicable
                        exemptions from taxation in Ireland or other relevant
                        jurisdictions in which the Business is conducted.

                                    CLAUSE 3

                 COMPANY MEMORANDUM OF ASSOCIATION AND BYE-LAWS
               AND NASCIME MEMORANDUM AND ARTICLES OF ASSOCIATION

3.1         In the event of any ambiguity or conflict arising between the terms
            of this Agreement and those of the Company Memorandum of Association
            and Bye-Laws, the terms of this Agreement shall prevail.

3.2         In the event of any ambiguity or conflict arising between the terms
            of this Agreement and those of the Nascime Memorandum and Articles
            of Association, the terms of this Agreement shall prevail.

                                    CLAUSE 4

                         REPRESENTATIONS AND WARRANTIES

4.1         REPRESENTATIONS AND WARRANTIES OF THE COMPANY: the Company hereby
            represents and warrants to each of EIS and DOV as follows, as of the
            date hereof:

            4.1.1       ORGANIZATION: the Company is a corporation duly
                        organized, validly existing and in good standing under
                        the laws of Bermuda, and has all the requisite corporate
                        power and authority to own and lease its properties, to
                        carry on its business as presently conducted and as
                        proposed to be conducted, to execute this Agreement,
                        which has been duly authorized and is enforceable
                        against the Company in accordance with its terms, and to
                        carry out the transactions contemplated hereby.

            4.1.2       CAPITALIZATION: The sole authorized shares of the
                        Company as of the date hereof are as set forth in
                        SCHEDULE 1.

                        Prior to the Effective Date, no shares of the Company
                        have been issued.

            4.1.3       AUTHORIZATION: The execution, delivery and performance
                        by the Company of this Agreement, including the issuance
                        of the Shares, have been duly


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                        authorized by all requisite corporate actions; this
                        Agreement has been duly executed and delivered by the
                        Company and is the valid and binding obligation of the
                        Company, enforceable against it in accordance with its
                        terms except as limited by applicable bankruptcy,
                        insolvency, reorganization, moratorium and other laws of
                        general application affecting the enforcement of
                        creditors' rights generally, and except as enforcement
                        of rights to indemnity and contribution hereunder and
                        thereunder may be limited by U.S. Federal or state
                        securities laws or similar applicable laws in other
                        relevant jurisdictions, or principles of public policy,
                        the Shares, when issued as contemplated hereby, will be
                        validly issued and outstanding, fully paid and
                        non-assessable and not subject to preemptive or any
                        other similar rights of the Participants or others.

            4.1.4       NO CONFLICTS: The execution, delivery and performance by
                        the Company of this Agreement, the issuance, sale and
                        delivery of the Shares, and compliance with the
                        provisions hereof by the Company, will not (i) violate
                        any provision of applicable law, statute, rule or
                        regulation applicable to the Company or any ruling,
                        writ, injunction, order, judgment or decree of any
                        court, arbitrator, administrative agency or other
                        governmental body applicable to the Company or any of
                        its properties or assets or (ii) conflict with or result
                        in any breach of any of the terms, conditions or
                        provisions of, or constitute (with notice or lapse of
                        time or both) a default (or give rise to any right of
                        termination, cancellation or acceleration) under, or
                        result in the creation of, any Encumbrance upon any of
                        the properties or assets of the Company under its
                        charter or organizational documents or any material
                        contract to which the Company is a party, except where
                        such violation, conflict or breach would not,
                        individually or in the aggregate, have a material
                        adverse effect on the Company.

            4.1.5       APPROVALS: No permit, authorization, consent or approval
                        of or by, or any notification of or filing with, any
                        Person is required in connection with the execution,
                        delivery or performance of this Agreement by the
                        Company. the Company has full authority to conduct its
                        business as contemplated in the Business Plan.

            4.1.6       DISCLOSURE: This Agreement does not contain any untrue
                        statement of a material fact or omit to state any
                        material fact necessary to make the statements contained
                        herein and therein not misleading. The Company is not
                        aware of any material contingency, event or circumstance
                        relating to its business or prospects, which could have
                        a material adverse effect thereon, in order for the
                        disclosure herein relating to the Company not to be
                        misleading in any material respect.

            4.1.7       NO BUSINESS; NO LIABILITIES: The Company has not
                        conducted any business or incurred any liabilities or
                        obligations prior to the date hereof, except solely in


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                        connection with its organization and formation and the
                        entering into of the Definitive Documents.

4.2         REPRESENTATIONS AND WARRANTIES OF NASCIME: Nascime hereby represents
            and warrants to each of EIS and DOV as follows, as of the date
            hereof:

            4.2.1       ORGANIZATION: Nascime is a corporation duly incorporated
                        and validly existing under the laws of Ireland, and has
                        all the requisite corporate power and authority to own
                        and lease its properties, to carry on its business as
                        presently conducted and as proposed to be conducted, to
                        execute this Agreement, which has been duly authorized
                        and is enforceable against Nascime in accordance with
                        its terms, and to carry out the transactions
                        contemplated hereby.

            4.2.2       CAPITALIZATION: The sole authorized shares of Nascime as
                        of the Effective Date is IR(pound)100,000 divided into
                        100,000 ordinary shares of IR(pound)1 each. Prior to the
                        Completion on the Effective Date, the only shares of
                        Nascime issued are two ordinary shares of IR(pound)1
                        each.

            4.2.3       AUTHORIZATION: The execution, delivery and performance
                        by Nascime of this Agreement, including the issuance of
                        the shares to the Company, have been duly authorized by
                        all requisite corporate actions; this Agreement has been
                        duly executed and delivered by Nascime and is the valid
                        and binding obligation of Nascime, enforceable against
                        it in accordance with its terms except as limited by
                        applicable bankruptcy, insolvency, reorganization,
                        moratorium and other laws of general application
                        affecting the enforcement of creditors' rights
                        generally, and except as enforcement of rights to
                        indemnity and contribution hereunder and thereunder may
                        be limited by U.S. Federal or state securities laws or
                        similar applicable laws in other relevant jurisdictions,
                        or principles of public policy, the shares of Nascime,
                        when issued as contemplated hereby, will be validly
                        issued and outstanding, fully paid and non-assessable
                        and not subject to preemptive or any other similar
                        rights of the shareholders of Nascime or others.

            4.2.4       NO CONFLICTS: The execution, delivery and performance by
                        Nascime of this Agreement, the issuance, sale and
                        delivery of the Shares, and compliance with the
                        provisions hereof by Nascime, will not (i) violate any
                        provision of applicable law, statute, rule or regulation
                        applicable to Nascime or any ruling, writ, injunction,
                        order, judgment or decree of any court, arbitrator,
                        administrative agency or other governmental body
                        applicable to Nascime or any of its properties or assets
                        or (ii) conflict with or result in any breach of any of
                        the terms, conditions or provisions of, or constitute
                        (with notice or lapse of time or both) a default (or
                        give rise to any right of termination, cancellation or


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                        acceleration) under, or result in the creation of, any
                        Encumbrance upon any of the properties or assets of
                        Nascime under its charter or organizational documents or
                        any material contract to which Nascime is a party,
                        except where such violation, conflict or breach would
                        not, individually or in the aggregate, have a material
                        adverse effect on Nascime.

            4.2.5       APPROVALS: No permit, authorization, consent or approval
                        of or by, or any notification of or filing with, any
                        Person is required in connection with the execution,
                        delivery or performance of this Agreement by Nascime.
                        Nascime has full authority to conduct its business as
                        contemplated in the Business Plan.

            4.2.6       DISCLOSURE: This Agreement does not contain any untrue
                        statement of a material fact or omit to state any
                        material fact necessary to make the statements contained
                        herein and therein not misleading. Nascime is not aware
                        of any material contingency, event or circumstance
                        relating to its business or prospects, which could have
                        a material adverse effect thereon, in order for the
                        disclosure herein relating to Nascime not to be
                        misleading in any material respect.

            4.2.7       NO BUSINESS; NO LIABILITIES: Nascime has not conducted
                        any business or incurred any liabilities or obligations
                        prior to the date hereof, except solely in connection
                        with its organization and formation and the entering
                        into of the Definitive Documents.

4.3.        REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS: Each of EIS and
            DOV hereby severally represents and warrants to the Company as
            follows:

            4.3.1       ORGANIZATION. Such Participant is a corporation duly
                        organized and validly existing under the laws of its
                        jurisdiction of organization and has all the requisite
                        corporate power and authority to own and lease its
                        respective properties, to carry on its respective
                        business as presently conducted and as proposed to be
                        conducted and to carry out the transactions contemplated
                        hereby.

            4.3.2       AUTHORITY: Such Participant has full legal right, power
                        and authority to enter into this Agreement and to
                        perform its obligations hereunder, which have been duly
                        authorized and by all requisite corporate action. This
                        Agreement is the valid and binding obligation of such
                        Participant, enforceable against it in accordance with
                        its terms except as limited by applicable bankruptcy,
                        insolvency, reorganization, moratorium and other laws of
                        general application affecting the enforcement of
                        creditors' rights generally, and except as enforcement
                        of rights to indemnity and contribution hereunder and
                        thereunder may be limited by U.S. Federal or state
                        securities laws or principles of public


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                        policy.

            4.3.3       NO CONFLICTS: The execution, delivery and performance by
                        such Participant of this Agreement, purchase of the
                        Shares, and compliance with the provisions hereof by
                        such Participant will not (i) violate any provision of
                        applicable law, statute, rule or regulation applicable
                        to such Participant or any ruling, writ, injunction,
                        order, judgment or decree of any court, arbitrator,
                        administrative agency or other governmental body
                        applicable to such Participant or any of its properties
                        or assets or (ii) conflict with or result in any breach
                        of any of the terms, conditions or provisions of, or
                        constitute (with notice or lapse of time or both) a
                        default (or give rise to any right of termination,
                        cancellation or acceleration) under the charter or
                        organizational documents of such Participant or any
                        material contract to which such Participant is a party,
                        or result in the creation of, any Encumbrance upon any
                        of the properties or assets of such Participant, except
                        where such violation, conflict or breach would not,
                        individually or in the aggregate, have a material
                        adverse effect on such Participant.

            4.3.4       APPROVALS:. No permit, authorization, consent or
                        approval of or by, or any notification of or filing
                        with, any Person is required in connection with the
                        execution, delivery or performance of this Agreement by
                        such Participant.

            4.3.5       INVESTMENT REPRESENTATIONS: Such Participant is capable
                        of evaluating the merits and risks of their respective
                        investment in the Company. Such Participant has not been
                        formed solely for the purpose of making this investment
                        and such Participant is acquiring the Shares, for
                        investment for its own account, not as a nominee or
                        agent, and not with the view to, or for resale in
                        connection with, any distribution of any part thereof.
                        Such Participant understands that the Shares have not
                        been registered under the Securities Act or applicable
                        state and other securities laws by reason of a specific
                        exemption from the registration provisions of the
                        Securities Act and applicable state and other securities
                        laws, the availability of which depends upon, among
                        other things, the bona fide nature of the investment
                        intent and the accuracy of such Participants'
                        representations as expressed herein. Such Participant
                        understands that no public market now exists for any of
                        the Shares and that there is no assurance that a public
                        market will ever exist for the Shares.


                                       15
<Page>

                                    CLAUSE 5

                                   COMPLETION

5.1         Completion shall take place on the Effective Date at the offices of
            Brock Silverstein McAuliffe LLC at 153 East 53rd Street, New York,
            New York 10022 immediately after the execution of this Agreement on
            21st January 1999 and such other places, if any, as the Parties may
            agree.

THE COMPANY

5.2         On Completion, each of the Participants shall take or (to the extent
            within its powers) cause to be taken the following steps at
            directors and shareholder meetings of the Company, or such other
            meetings or locations, as appropriate:

            5.2.1.      the adoption by the Company of the Company Memorandum of
                        Association and Bye-Laws;

            5.2.2.      the appointment of Bernard Beer, Kevin Insley and Arnold
                        Lippa as Directors of the Company;

            5.2.3.      the resignation of all directors and the secretary of
                        the Company holding office prior to the execution of
                        this Agreement and delivery of written confirmation
                        under seal by each Person so resigning that he has no
                        claim or right of action against the Company and that
                        the Company is not in any way obligated or indebted to
                        him;

            5.2.4.      DOV and EIS shall each subscribe for the number of
                        Shares set forth in SCHEDULE A and shall pay to the
                        Company, by wire transfer of immediately available funds
                        (to a bank account established by the Company in
                        connection with Completion) the subscription amounts
                        each as provided in SCHEDULE A. In addition, each of the
                        Participants shall have an interest in any additional
                        capital in the Company, whether in the form of gift,
                        additional paid in capital or other capital in excess of
                        the amount subscribed for the "A" Shares and the "B"
                        Non-Voting Shares, respectively; such interests to be
                        PRO RATA between the Participants, based on their
                        respective interests in the aggregate issued and
                        outstanding Shares, counting the "A" Shares and the "B"
                        Non-Voting Shares equally for all purposes relating
                        thereto ; and

            5.2.5.      the transfer to the Company of the share register,

5.3.        EXEMPTION FROM REGISTRATION. The Shares will be issued under an
            exemption or exemptions from registration under the Securities Act
            of 1933, as amended;


                                       16
<Page>

            accordingly, the certificates evidencing the Shares shall, upon
            issuance, contain the following legend:

            THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT
            TO THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
            ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY
            CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT
            PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
            SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
            APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR
            (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER
            THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
            ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
            OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF
            SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL SATISFACTORY TO THE
            COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE
            SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION.

NASCIME

5.4.        On Completion, each of the Participants shall take or (to the extent
            within its powers) cause to be taken the following steps at
            directors and shareholder meetings of Nascime, or such other
            meetings or locations, as appropriate:

            5.4.1.      the adoption by Nascime of the Nascime Memorandum and
                        Articles of Association;

            5.4.2.      the appointment of Bernard Beer, Robert Heron, Arnold
                        Lippa, Liam Quirke and Colin Sainsbury as Directors of
                        Nascime;

            5.4.3.      the resignation of all directors and the secretary of
                        Nascime holding office prior to the execution of this
                        Agreement and delivery of written confirmation under
                        seal by each Person so resigning that he has no claim or
                        right of action against Nascime and that Nascime is not
                        in any way obligated or indebted to him;

            5.4.4.      the transfer to Nascime of the share register;

            5.4.5.      the transfer to the Company of the full legal and
                        beneficial interest of the shares


                                       17
<Page>

                        registered in the name of Matsack Trust limited and
                        Matsack Nominees Limited;

            5.4.6.      the execution by Elan and Nascime of the Elan License
                        Agreement pursuant to which Elan shall, INTER ALIA,
                        grant Nascime certain license rights and shall, INTER
                        ALIA, agree to provide research and development services
                        for and on behalf of Nascime, in the form annexed as
                        SCHEDULE B (the "Elan License Agreement"); and

            5.4.7.      the execution by DOV and Nascime of the DOV License
                        Agreement, pursuant to which DOV shall, INTER ALIA,
                        grant Nascime certain license rights and shall, INTER
                        ALIA, agree to provide research and development services
                        for and on behalf of Nascime, in the form annexed as
                        SCHEDULE C (the "DOV License Agreement"); and

5.5.        Elan and DOV shall use reasonable efforts to file any documents that
            require filing with the Registrar of Companies in Bermuda or in
            Ireland within the prescribed time limits.

5.6.        In the event that EIS exercises the Exchange Right, the Company
            shall, immediately upon such exercise, take all necessary steps to
            ensure that EIS is duly and validly issued and has full legal right,
            title and interest in and to the "B" Non-Voting Shares covered
            thereby. The Parties acknowledge that such shares have been pledged
            to EIS pursuant to the Securities Purchase Agreement and that EIS
            has physical possession of such shares; upon such exercise, EIS
            shall be entitled to keep and retain such shares, which shall be
            owned by EIS as provided above. In connection with the foregoing,
            the Company and the Participants shall take all necessary or
            appropriate steps to ensure such ownership by EIS.

                                    CLAUSE 6

                              ADDITIONAL FINANCING

6.1.        It is estimated that Nascime will require up to [***] within the
            first 30 months after the Effective Date, to enable Nascime to
            commence development of the Products based upon the DOV
            Intellectual Property, the Elan Intellectual Property and/or the
            Nascime Intellectual Property. For the avoidance of doubt, the
            Parties confirm that this sum is in addition to the sums payable
            by Nascime to Elan pursuant to Clause 6.1.1. of the Elan License
            Agreement and by Nascime to DOV pursuant to Clause 6.1.1. of the
            DOV License Agreement.

6.2.1.      Of the sum of up to [***] referred to in Clause 6.1, (i)
            US$1,001,250 shall be provided by DOV within eighteen months of the
            Effective Date by way of additional capital in the Company,



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

                                       18
<Page>

            whether in the form of gift, additional paid in capital or other
            capital, or such other means as may be agreed by the Participants,
            (in the event all or part of such sum is made by way of paid in
            capital in the Shares of the Company, such capital shall be issued
            at the same price per Share as the Shares subscribed for by EIS and
            DOV pursuant to Clause 5.2.4.) from the proceeds to DOV of EIS's
            purchase of US$3 million of Common Stock (as such term is defined
            in the Securities Purchase Agreement) pursuant to Section 1 of the
            Securities Purchase Agreement, and (ii) US$248,750 shall be provided
            by EIS within eighteen months of the Effective Date by way of
            additional capital in the Company, whether in the form of gift,
            additional paid in capital or other capital, or such other means as
            may be agreed by the Participants. Funding shall be contributed on
            the following terms:

            (1)   in minimum increments of US$500,000 (except in the event that
                  an amount less than US$500,000 remains available for funding,
                  in which case such lesser amount may be funded);

            (2)   no more frequently than four times per calendar year; and

            (3)   in accordance with the Business Plan and the Research and
                  Development Plan.

6.2.2.      Of the sum of up to [***] referred to in Clause 6.1, the remaining
            sum of up to [***] of such funds shall be provided by DOV and EIS
            pro rata to their ownership of Shares in the Company by way of
            additional capital in the Company, whether in the form of gift,
            additional paid in capital or other capital, or such other means
            as may be agreed by the Participants, (in the event all or part
            of such sum is made by way of paid in capital in the Shares of
            the Company, such capital shall be issued at the same price per
            Share as the Shares subscribed for by EIS and DOV pursuant to
            Clause 5.2.4.) in such amounts and at such times as shall be
            necessary for development of the Products, as shall be reasonably
            determined in good faith by the decision of the Company
            Directors, including the EIS Company Director (or after the
            exercise of the Exchange Right by at least one of the EIS Company
            Directors) and at least one of the DOV Company Directors that
            such subsequent funding is required for the development of the
            Products in accordance with the Business Plan or as otherwise
            approved by the Nascime Directors. Funding shall be contributed
            on the following terms:

            (1)   in minimum increments of US$500,000 (except in the event that
                  an amount less than US$500,000 remains available for funding,
                  in which case such lesser amount may be funded);

            (2)   no more frequently than four times per calendar year; and

            (3)   in accordance with the Business Plan and the Research and
                  Development Plan.

6.2.3.      In the event that the Participants agree to provide funding to the
            Company in addition



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

                                       19
<Page>

            to the funding referred to in Clause 6.2.1. and Clause 6.2.2, as
            shall be necessary for development of the Products, as shall be
            reasonably determined in good faith by the decision of the Company
            Directors, including the EIS Company Director (or after the exercise
            of the Exchange Right by at least one of the EIS Company Directors)
            and at least one of the DOV Company Directors, that such subsequent
            funding is required for the development of the Products in
            accordance with the Business Plan or as otherwise approved by the
            Company Directors, any such additional funding shall be contributed
            by EIS and DOV pro rata to their ownership of Shares in the Company
            by way of additional capital in the Company, whether in the form of
            gift, additional paid in capital or other capital, or such other
            means as may be agreed by the Participants, on the following terms:

            (1)   in minimum increments of US$500,000;

            (2)   no more frequently than four times per calendar year; and

            (3)   in accordance with the Business Plan and the Research and
                  Development Plan.

6.2.4.      In the case of the sums paid pursuant to Clauses 6.2.1 to 6.2.3.
            inclusive, the Participants shall agree in good faith on the manner
            by which additional capital is made so as to maintain their
            respective interests on a PRO RATA basis, subject to the provisions
            of Clause 6.4. In the event all or part of such sum is made by way
            of paid up capital in the Shares of the Company, such Shares shall
            be issued at the same price per Share as the Shares subscribed for
            by EIS and DOV pursuant to Clause 5.2. PRO RATA to their ownership
            of Shares in the Company.

6.2.5.      The Company shall, immediately, upon receipt thereof, advance by way
            of an interest free loan, subscription or gift by way of a capital
            contribution, or such other means as may be agreed, as determined by
            the Company Directors, to Nascime any and all amounts funded by the
            Company by any of the Participants, and the Company and Nascime each
            covenant and agree that such funds shall be applied by Nascime
            solely as provided in the Business Plan.

6.3.        The Company shall not, without the consent of each of the
            Participants, (x) incur any indebtedness, liabilities or other
            obligations, or issue any securities or other equity interests, or
            (y) conduct any business other than its ownership of the shares and
            funding of Nascime, as contemplated herein.

6.4.        In the event that one Participant determines not to fund or not to
            fund fully any amounts required (as approved by the EIS Company
            Director(s) and the DOV Company Directors pursuant to Clause 6.2.2.
            or Clause 6.2.3) to develop and commercialize the Products (as
            opposed to one Product, which is dealt with in Clause 6.5. and
            Clause 6.6.), in accordance with such Participant's equity ownership
            in the Company, and the other Participant clearly demonstrates its
            willingness and ability to fund its share of such funding, then the
            defaulting Participant shall have 30 days to re-


                                       20
<Page>

            consider its decision not to provide additional funding. If the
            defaulting Participant confirms its decision not to provide
            additional funding or fails to confirm that it will provide such
            additional funding within such time period, the non-defaulting
            Participant shall acquire additional Shares in the Company based
            upon the amounts funded by the non-defaulting Participant, as
            follows:

            (x)   the price per unit for such additional Shares shall be the
                  same as the price per share at the Effective Date;

            (y)   such Participant shall acquire [***] units of "A" Shares or
                  "B" Non-Voting Shares, as the case may be, (rather than one)
                  for each unit that it would otherwise be entitled to acquire
                  without giving effect to this clause (y); and

            (z)   in determining the number of Shares to be issued to the
                  non-defaulting Participant, the Participants shall agree in
                  good faith on the manner by which the additional funding is to
                  be made by the non-defaulting Participant, so that subject to
                  the additional funding, the Participants maintain their
                  respective interests on a PRO RATA basis, having regard to the
                  proportion that the additional financing bears to the amounts
                  previously advanced by the Participants to the Company by way
                  of paid in capital or other capital, or such other means as
                  may have been agreed by the Participants , and the proportion
                  that the Shares bear to the amounts previously advanced by the
                  Participants to the Company other than by way of Shares.

            A non-defaulting Participant shall be a Participant that provides
            its required portion of any such funding and a defaulting
            Participant shall be a Participant that fails to fund its portion of
            any such funding.

6.5.        If the Management Committee declines to develop or commercially
            exploit a Product and all the Projects for the applicable Compound
            are terminated by agreement of the Parties, DOV may develop and
            commercially exploit formulation(s) of such Compound and in
            connection therewith may exploit the DOV Intellectual Property and
            the Nascime Intellectual Property, subject to the Parties
            negotiating a license agreement in good faith pursuant to which
            Nascime will grant DOV a license to the relevant portion of the
            Nascime Intellectual Property. The financial terms of the said
            license agreement shall have regard, inter alia, to:

            6.5.1.      the amount of monies expended by Nascime in developing
                        the Nascime Intellectual Property and the DOV
                        Intellectual Property;

            6.5.2.      the materiality of the contribution of (i) the Nascime
                        Intellectual Property and the (ii) DOV Intellectual
                        Property generated at the cost of Nascime by comparison
                        to the further research and development work to be
                        conducted by or on behalf of DOV or an affiliate; and


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


                                       21
<Page>

            6.5.3.      the financial return likely to be earned by DOV from the
                        proposed exploitation of the foregoing product(s).

6.6.        If the Management Committee declines to develop or commercially
            exploit a Product and all the Projects for the applicable Compound
            are terminated by agreement of the Parties, Elan may develop and
            commercially exploit formulation(s) of such Compound and in
            connection therewith may exploit the Elan Intellectual Property and
            the Nascime Intellectual Property, subject to the Parties
            negotiating a license agreement in good faith pursuant to which
            Nascime will grant Elan a license to the relevant portion of the
            Nascime Intellectual Property. The financial terms of the said
            license agreement shall have regard, inter alia, to:

            6.6.1.      the amount of monies expended by Nascime in developing
                        the Nascime Intellectual Property and the Elan
                        Intellectual Property;

            6.6.2.      the materiality of the contribution of (i) the Nascime
                        Intellectual Property and the (ii) Elan Intellectual
                        Property generated at the cost of Nascime by comparison
                        to the further research and development work to be
                        conducted by or on behalf of Elan; and

            6.6.3.      the financial return likely to be earned by Elan from
                        the proposed exploitation of the foregoing product(s).

6.7.        If each of the Participants consent, Nascime can borrow or secure
            funding from financial institutions and other similar sources on the
            most favourable terms reasonably obtainable as to interest,
            repayment and security.

6.8.        The unconditional donations or gifts of cash to the Company as
            contributed surplus by both EIS and DOV as detailed herein are made
            to the Company pursuant to an undertaking and agreement reached
            between EIS and DOV solely and, accordingly, the Company has no
            legal right and hereby acknowledges that it has no legal right to
            make demand for or otherwise seek to enforce the contribution to
            surplus undertakings by EIS and DOV respectively as set forth
            herein. Provided however, that EIS and DOV shall at all times as
            between each other have the right to enforce each other's respective
            obligation to contribute to the capital of the Company as provided
            herein.

                                    CLAUSE 7

                                    DIRECTORS

THE COMPANY

7.1.        DOV shall have the right to nominate two Company and EIS shall have
            the right to nominate one Company Director. DOV may appoint one of
            the Company Directors to


                                       22
<Page>

            serve as the chairman of the Company as and from the Effective Date.
            The chairman of the Company shall hold office until the first
            meeting of the Directors after the exercise by EIS of the Exchange
            Right. In the event that the Exchange Right is exercised at any time
            by EIS each of DOV, EIS, or EIS's designee, shall cause the board of
            directors of the Company to be reconfigured so that an equal number
            of Directors are designated by EIS and DOV. Thereafter, each of EIS
            and DOV, beginning with EIS, shall have the right, exercisable
            alternatively, of nominating one of the Company Directors to be
            chairman of the Company for a term of one year. If the chairman of
            the Company is unable to attend any meeting of the Company
            Directors, the Company Directors of the same designation shall be
            entitled to appoint another Company Director to act as chairman in
            his place at the meeting.

7.2.        In the case of an equality of votes at a meeting of the meeting of
            the Company Directors, the chairman of Nascime shall not be entitled
            to a second or casting vote.

7.3.        If either EIS or DOV removes a Company Director, EIS or DOV as the
            case may be shall be responsible for and shall indemnify the other
            Participant and the Company against any claim by such Company
            Director arising from such removal.

7.4.        The Company Directors shall meet not less than two times in each
            Financial Year and all Company Directors' meetings shall be held in
            Bermuda to the extent required pursuant to the laws of Bermuda or to
            ensure the sole residence of the Company in Bermuda.. The quorum for
            each such meeting shall be two Company Directors being at least one
            EIS and at least one DOV Director. In the event of any meeting being
            inquorate the meeting shall be adjourned for a period of seven days.
            A notice shall be sent to the EIS Directors and the DOV Directors
            specifying the date and time and place where such adjourned meeting
            is to be held and reconvened. At such adjourned meeting, the Company
            Directors present shall constitute the quorum required; provided
            always that such quorum shall include at least one EIS Director and
            one DOV Director.

NASCIME

7.5.        DOV shall have the right to nominate four Nascime Directors and EIS
            shall have the right to nominate one Nascime Director. DOV may
            appoint one of the Nascime Directors to be the chairman of Nascime
            as and from the Effective Date. The chairman of Nascime shall hold
            office until the first meeting of the Nascime Directors after the
            exercise by EIS of the Exchange Right. In the event that the
            Exchange Right is exercised at any time by EIS each of DOV, EIS, or
            EIS's designee, shall cause the board of directors of Nascime to be
            reconfigured so that an equal number of Nascime Directors are
            designated by EIS and DOV. Thereafter, each of EIS and DOV,
            beginning with EIS, shall have the right, exercisable alternatively,
            of nominating one of the Nascime Directors to be chairman of Nascime
            for a term of one year. If the chairman of Nascime is unable to
            attend any meeting of the Nascime Directors, the Nascime Directors
            of the same designation shall be entitled to appoint another


                                       23
<Page>

            Nascime Director to act as chairman of Nascime in his place at the
            meeting.

7.6.        In the case of an equality of votes at a meeting of the board of
            directors of Nascime, the chairman of Nascime shall not be entitled
            to a second or casting vote.

7.9.        If either EIS or DOV removes a Nascime Director, EIS or DOV as the
            case may be shall be responsible for and shall indemnify the other
            Participant and Nascime against any claim by such Company Director
            arising from such removal.

7.10.       The Nascime Directors shall meet not less than three times in each
            Financial Year and all Nascime Directors' meetings shall be held in
            Ireland. The quorum for each such meeting shall be three Nascime
            Directors being at least one Nascime Director nominated by EIS and
            at least one Nascime Director nominated by DOV, at least two of whom
            shall be resident in Ireland. In the event of any meeting being
            inquorate the meeting shall be adjourned for a period of seven days.
            A notice shall be sent to each of the Nascime Directors specifying
            the date and time and place where such adjourned meeting is to be
            held and reconvened. At such adjourned meeting, the Nascime
            Directors present shall constitute the quorum required; provided
            always that such quorum shall include at least one Nascime Director
            nominated by EIS and at least one Nascime Director nominated by DOV,
            at least two of whom shall be resident in Ireland.

                                    CLAUSE 8

                      DIRECTION OF RESEARCH AND DEVELOPMENT

8.1.        The Management Committee shall be responsible for, INTER ALIA,
            devising, implementing and reviewing strategy for the Business and,
            in particular, devising Nascime's strategy for research and
            development in relation to the Products in the Field and to monitor
            and supervise the implementation of such strategy. for research and
            development.

8.2.        The Nascime Directors shall appoint a management committee (the
            "MANAGEMENT COMMITTEE") to perform certain operational functions,
            such delegation to be consistent with the Nascime Directors' right
            to delegate powers pursuant to the Nascime Memorandum and Articles
            of Association. The Management Committee shall consist initially of
            four members, two of whom shall be nominated by the Nascime
            Director(s) designated by EIS and two of whom shall be nominated by
            the Nascime Directors designated by DOV, and each of whom shall be
            entitled to one vote in person or in proxy at any Management
            Committee meeting. The initial members shall be nominated by EIS and
            DOV as soon after the Effective Date as is practicable. The Nascime
            Directors shall be entitled to remove any of their nominees to the
            Management Committee and appoint a replacement in place of any
            nominees so


                                       24
<Page>

            removed. The number of individuals on the Management Committee may
            be altered if agreed to by the Nascime Directors provided that each
            of the Nascime Directors designated by EIS and DOV respectively
            shall be entitled to appoint an equal number of members to the
            Management Committee.

8.3.        The Nascime Directors shall appoint a research and development
            committee (the "R&D Committee") which shall initially be comprised
            of four members, with an equal number being nominated by the Nascime
            Director(s) designated by EIS and two of whom shall be nominated by
            the Nascime Directors designated by DOV and each of whom shall have
            one vote in person or in proxy at any R&D Committee meeting during
            which research and development issues are discussed. The initial
            members of the R&D Committee shall be nominated by EIS and DOV as
            soon after the Effective Date as is practicable. The nominees of the
            EIS Nascime Directors to the Management Committee and the nominees
            of the DOV Nascime Directors to the Management Committee shall be
            entitled to remove any of their nominees to the R&D Committee and
            appoint a replacement in place of any nominees so removed. The
            number of members of the R&D Committee may be altered if agreed to
            by the Management Committee provided that each of Nascime Directors
            designated by EIS and DOV respectively shall be entitled to appoint
            an equal number of members to the R&D Committee.

8.4.        The R&D Committee shall be responsible for the design and
            implementation of the Research and Development Programmes for
            Nascime and shall meet at regular intervals to monitor the progress
            of the Research and Development Programmes and to report on their
            progress to the Management Committee.

8.5.        The Management Committee shall promptly report all significant
            developments to the Nascime Directors on the occurrence thereof and,
            in addition, shall report at quarterly intervals to the Nascime
            Directors. Any dispute or deadlock among the members of the
            Management Committee shall be referred by it to the Nascime
            Directors; provided that in determining such dispute or deadlock the
            provisions of Clause 17 shall be applicable.

8.6.        In the event of any dispute among members of the R&D Committee, the
            R&D Committee shall refer such dispute to the Management Committee
            whose decision on the dispute shall be binding on the R&D Committee.

8.7.        DOV and Elan shall provide such research and development services as
            may reasonably be required by Nascime in accordance with the
            provisions of the License Agreements. Nascime shall pay Elan and DOV
            for any research and development work carried out by them on behalf
            of Nascime at the end of each month during the Research and
            Development Programme, subject to the proper vouching of research
            and development work and expenses. An invoice shall be issued to
            Nascime by Elan or DOV, as applicable, by the 15th day of the month
            following the month in which


                                       25
<Page>

            work was performed. The payments by Nascime to Elan and DOV shall be
            calculated by reference to the costs incurred by Elan and DOV [***]
            in carrying out such research and development work, [***] . Research
            and development activities outsourced to third party providers shall
            be charged to Nascime at the amount invoiced by the third party
            without premium.

8.8.        On not more than two times in each Financial Year, Elan and DOV
            shall permit Nascime or its duly authorised representative on
            reasonable notice and at any reasonable time during normal business
            hours to have access to inspect and audit the accounts and records
            of Elan and any other book, record, voucher, receipt or invoice
            relating to the calculation or the cost of the Research and
            Development Programme and to the accuracy of the reports which
            accompanied them. Any such inspection of Elan's or DOV's records, as
            the case may be shall be, at the expense of Nascime, except that if
            any such inspection reveals an overpayment in the amount paid to
            Elan or DOV, as the case may be, for the Research and Development
            Programme hereunder in any Financial Year of five percent (5%) or
            more of the amount actually due to Elan or DOV as the case may be,
            then the expense of such inspection shall be borne solely by Elan or
            DOV as the case may be instead of by Nascime. Any surplus over the
            sum properly payable by Nascime to Elan or DOV, as the case may be,
            shall be paid promptly by Elan or DOV, as the case may be, to
            Nascime. If such inspection reveals a deficit in the amount of the
            sum properly payable to Elan or DOV, as the case may be, by Nascime,
            Nascime shall pay the deficit to Elan or DOV, as the case may be.

8.9.        Elan shall be responsible for the Controlled Release formulation
            development for the Products and shall provide the necessary
            resources and expertise to conduct such development. Elan shall
            conduct and be responsible for all formulation development,
            analytical testing, scale-up, process validation, manufacturing,
            stability testing, clinical trials materials generation and pilot
            and pivotal animal and human biopharmaceutical trials for the
            Products. Elan shall be paid by Nascime for such work in accordance
            with the provisions set forth in Clause 8.7.

8.10.       DOV shall be responsible at its own cost for the collation and
            provision of all currently available data and information pertaining
            to chemistry, pharmacology, carcinogenicity, toxicology, safety,
            efficacy, handling and storage of the Compounds. DOV, at Nascime's
            cost pursuant to Clause 8.7, shall be responsible for any additional
            chemistry, pharmacology, carcinogenicity, toxicology, safety,
            efficacy, handling and storage of the Compounds and any further
            development as may be required to support the development of the
            Products, their testing in biopharmaceutical and Phase II human
            clinical trials and the filing and approval of IND and NDA
            submissions. DOV shall be primarily responsible for sourcing
            supplies of the Compounds for the manufacture of the Products and to
            conduct its part of the Research and Development Plan. DOV shall be
            paid by Nascime for such work in accordance with the provisions set
            forth in Clause 8.7.


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                                    CLAUSE 9

                          THE BUSINESS PLAN AND REVIEWS

9.1.        Within [***] days of the Effective Date, Elan and DOV shall agree
            upon the Business Plan. Each Financial Year thereafter, the Nascime
            Directors shall meet to confirm, amend or restate the Business Plan
            for the following Financial Year.

9.2.        Nascime shall diligently pursue the research and development of the
            Products insofar as is required to carry out the Business Plan and
            the Research and Development Plan.

9.3.        The Participants agree that the Management Committee shall submit to
            the Nascime Directors on 15th May, 15th August, 15th November and
            15th February or as soon as reasonably practicable thereafter in
            each Financial Year a report on the performance of the business and
            research and development activities of Nascime and the Nascime
            Directors shall hold such meeting as may be necessary to review the
            performance of Nascime against the Business Plan for the current
            Financial Year.

                                    CLAUSE 10

                            PROPERTY OWNERSHIP RIGHTS

10.1.       Elan shall remain proprietor of the Elan Intellectual Property,
            which for the avoidance of doubt shall include the Elan
            Improvements.

10.2.       DOV shall remain proprietor of the DOV Intellectual Property, which
            for the avoidance of doubt shall include the DOV Improvements.

10.3.       All intellectual property, including know-how, arising out of the
            conduct of the Project by any Person, except to the extent such
            intellectual property constitutes DOV Intellectual Property or Elan
            Intellectual Property, shall constitute Nascime Intellectual
            Property.

10.4.       Subject to the provisions of Clause 10.7 and this Clause 10.4,
            Nascime hereby grants to each of Elan and DOV a license to the
            Nascime Intellectual Property as follows:

            10.4.1.     In circumstances where the Nascime Intellectual Property
                        relates predominantly to the Elan Intellectual Property,
                        Nascime hereby grants to Elan a worldwide, perpetual,
                        fully-paid and royalty-free license, with the right to
                        sublicense, to the Nascime Intellectual Property outside
                        the Field 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


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                        infringement of third party rights, and all such
                        warranties are expressly disclaimed.

            10.4.2.     In circumstances where the Nascime Intellectual Property
                        relates predominantly to the DOV Intellectual Property,
                        Nascime hereby grants to DOV a worldwide, perpetual,
                        fully-paid and royalty-free license, with the right to
                        sublicense, to the Nascime Intellectual Property outside
                        the Field 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.

10.5.       Solely for the purpose of and insofar as is necessary, in each case,
            to permit Elan to perform its obligations pursuant to this
            Agreement, Nascime hereby grants to Elan for the term of the
            Licenses a non-exclusive, worldwide, royalty-free, fully paid-up
            license (i) to use the Nascime Intellectual Property in the Field,
            and (ii) subject to the terms and conditions of the DOV License, a
            sublicense to use the DOV Intellectual Property in the Field.

10.6.       Solely for the purpose of and insofar as is necessary, in each case,
            to permit DOV to perform its obligations pursuant to this Agreement,
            Nascime hereby grants to DOV for the term of the Licenses a
            non-exclusive, worldwide, royalty-free, fully paid-up license (i) to
            use the Nascime Intellectual Property in the Field, and (ii) subject
            to the terms and conditions of the Elan License Agreement, a
            sublicense to use the Elan Intellectual Property in the Field.

10.7.       Nothing in this Agreement shall prevent DOV from developing or
            commercializing a product containing either of the Compounds for
            intravenous delivery provided that DOV complies with the provisions
            of this Clause 10.7. DOV shall be entitled to exploit the Nascime
            Intellectual Property and the DOV Intellectual Property to develop
            and commercialize one or more products containing either of the
            Compounds for intravenous delivery subject to the Parties
            negotiating a license agreement in good faith pursuant to which
            Nascime will grant DOV a license to the relevant portion of the
            Nascime Intellectual Property. The financial terms of the said
            license agreement shall have regard, inter alia, to:

            10.7.1.     the amount of monies expended by Nascime in developing
                        the Nascime Intellectual Property and the DOV
                        Intellectual Property;

            10.7.2.     the materiality of the contribution of (i) the Nascime
                        Intellectual Property and the (ii) DOV Intellectual
                        Property generated at the cost of Nascime by comparison
                        to the further research and development work to be
                        conducted by DOV; and


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            10.7.3.     the financial return likely to be earned by DOV from the
                        proposed exploitation of the foregoing product(s).

                                    CLAUSE 11

                                  PATENT RIGHTS

11.1.       Nascime shall permanently mark or otherwise use reasonable efforts
            to cause any third party to permanently mark all Products and/or the
            packaging therefor with such license or patent notices and in such
            manner as a Participant may reasonably request in writing prior to
            the sale or commercial use thereof.

11.2.       The Participants shall be obliged to disclose promptly to Nascime
            inventions made by or on behalf of the Participant in connection
            with the performance of the Project, any patentable inventions and
            discoveries within the Elan Intellectual Property or the DOV
            Intellectual Property that relate to the Field and any patentable
            Improvements developed by or on behalf of the Participant.

11.3.       The Parties shall discuss in good faith all material issues relating
            to filing, prosecution and maintenance of the Elan Patent Rights and
            the DOV Patent Rights (insofar as such Patents are of relevance to
            the Field) and any patentable inventions and discoveries within the
            Elan Intellectual Property and the DOV Intellectual Property that
            relate to the Field, and any patentable DOV Improvements or Elan
            Improvements. Subject to agreement to the contrary, the provisions
            of Clause 11.4 to Clause 11.14. shall be applicable.

11.4.       Elan, at its expense, shall make a good faith effort (i) to secure
            the grant of any patent applications within the Elan Patent Rights
            that relate to the Field; (ii) to file and prosecute patent
            applications on patentable inventions and discoveries within the
            Elan Improvements that relate to the Field; (iii) to defend all such
            applications against third party oppositions; and (iv) to maintain
            in force any issued letters patent within the Elan Patent Rights
            that relate to the Field (including any letters patent that may
            issue covering any such Elan Improvements that relate to the Field).
            Elan shall have the right in its discretion to control such filing,
            prosecution, defence and maintenance provided that Nascime and DOV
            at their request shall be provided with copies of all documents
            relating to such filing, prosecution, defence and maintenance in
            sufficient time to review such documents and comment thereon prior
            to filing.

11.5.       DOV, at its expense, shall make a good faith effort (i) to secure
            the grant of any patent applications within the DOV Patent Rights
            that relate to the Field; (ii) to file and prosecute patent
            applications on patentable inventions and discoveries within the DOV
            Improvements that relate to the Field; (iii) to defend all such
            applications against third party oppositions; and (iv) to maintain
            in force any issued letters patent within


                                       29
<Page>

            the DOV Patent Rights that relate to the Field (including any
            letters patent that may issue covering any such DOV Improvements
            that relate to the Field). DOV shall have the right in its
            discretion to control such filing, prosecution, defence and
            maintenance provided that Elan and Nascime at their request shall be
            provided with copies of all documents relating to such filing,
            prosecution, defence and maintenance in sufficient time to review
            such documents and comment thereon prior to filing.

11.6.       In the event that a Party informs the other Parties that it does not
            intend to file patent applications on patentable inventions and
            discoveries within the DOV or Elan Intellectual Property as the case
            may be that relate to the Field in one or more countries in the
            Territory or fails to file such an application within a reasonable
            period of time, Nascime shall have the option at its expense to file
            and prosecute such patent application(s) in the joint names of
            Nascime and the Party not intending or failing to so file. Upon
            written request from Nascime, such Party shall execute all
            documents, forms and declarations and to do all things as shall be
            reasonably necessary to enable Nascime to exercise such option.

11.7.       Nascime at its expense shall have the right but shall not be
            obligated (i) to file and prosecute patent applications on
            patentable inventions and discoveries within the Nascime
            Intellectual Property; (ii) to defend all such applications against
            third party oppositions; and (iii) to maintain in force any issued
            letters patent within the Nascime Patent Rights (including any
            patents that issue on patentable inventions and discoveries within
            the Nascime Intellectual Property). Nascime shall have the right to
            control such filing, prosecution, defence and maintenance provided
            that other Parties shall be provided with copies of all documents
            relating to such filing, prosecution, defence, and maintenance in
            sufficient time to review such documents and comment thereon prior
            to filing.

11.8.       In the event that Nascime informs both Elan and DOV that it does not
            intend to file an application on the Nascime Intellectual Property
            in or outside the Field, Elan shall have the right to file and
            prosecute such patent applications on inventions that Elan invents
            solely or which relate predominantly to the Elan Intellectual
            Property, and DOV shall have the right to file and prosecute such
            patent applications on inventions which DOV invents solely or which
            relate predominantly to the DOV Intellectual Property, and Elan and
            DOV agree to negotiate in good faith on the course of action to be
            taken with respect to joint inventions.

11.9.       The Parties shall promptly inform each other in writing of any
            alleged infringement of any patents within the Elan Patent Rights,
            the DOV Patent Rights or the Nascime Patent Rights or any alleged
            misappropriation of trade secrets within the Elan Intellectual
            Property, the DOV Intellectual Property or the Nascime Intellectual
            Property by a third party of which it becomes aware and provide the
            others with any available evidence of such infringement or
            misappropriation.


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<Page>

11.10.      Nascime shall have the right to prosecute at its own expense and for
            its own benefit any infringements of the Elan Patent Rights and the
            DOV Patent Rights or misappropriation of the Elan Intellectual
            Property and the DOV Intellectual Property, insofar as such
            infringements or misappropriation relate solely to the Field. In the
            event that Nascime takes such action, Nascime shall do so at its own
            cost and expense. At Nascime's request, the Parties shall cooperate
            with such action. Any recovery remaining after the deduction by
            Nascime of the reasonable expenses (including attorney's fees and
            expenses) incurred in relation to such infringement proceeding shall
            belong to Nascime. Should Nascime decide not to pursue such
            infringers, within a reasonable period but in any event within
            twenty (20) days after receiving written notice of such alleged
            infringement or misappropriation, each other Party may in its
            discretion initiate such proceedings in its own name, at its expense
            and for its own benefit, and at such Party's request, Nascime shall
            cooperate with such action. Alternatively, the Parties may agree to
            institute such proceedings in their joint names and shall reach
            agreement as to the proportion in which they shall share the
            proceeds of any such proceedings, and the expense of any costs not
            recovered, or the costs or damages payable to the third party. If
            the infringement of the Elan Patent Rights or the DOV Patent Rights
            affects both the Field as well as other products being developed or
            commercialized by DOV or Elan or its commercial partners outside the
            Field, DOV or Elan shall endeavor to agree as to the manner in which
            the proceedings should be instituted and as to the proportion in
            which they shall share the proceeds of any such proceedings, and the
            expense of any costs not recovered, or the costs or damages payable
            to the third party.

11.11.      Nascime shall have the first right but not the obligation to bring
            suit or otherwise take action against any alleged infringement of
            the Nascime Patent Rights or alleged misappropriation of the Nascime
            Intellectual Property. If any such alleged infringement or
            misappropriation occurs that gives rise to a cause of action both
            inside and outside the Field, Nascime, in consultation with the
            other Parties, shall determine the cause of action to be taken. In
            the event that Nascime takes such action, Nascime shall do so at its
            own cost and expense and all damages and monetary award recovered in
            or with respect to such action shall be the property of Nascime.
            Nascime shall keep Elan and DOV informed of any action in a timely
            manner so as to enable DOV and Elan to provide input in any such
            action and Nascime shall reasonably take into consideration any such
            input. At Nascime's request, the Parties shall cooperate with any
            such action at Nascime's cost and expense.

11.12.      In the event that Nascime does not bring suit or otherwise take
            action against all infringement of the Nascime Patent Rights or
            misappropriation of the Nascime Intellectual Property (i) if only
            one Party determines to pursue such suit or take such action at its
            own cost and expense, it shall be entitled to all damages and
            monetary award recovered in or with respect to such action and (ii)
            if the other Parties pursue such suit or action outside of Nascime,
            they shall negotiate in good faith an appropriate allocation of
            costs, expenses and recovery amounts.


                                       31
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11.13.      In the event that a claim is or proceedings are brought against
            Nascime by a third party alleging that the sale, distribution or use
            of a Product in the Territory or use of the Elan Intellectual
            Property, the DOV Intellectual Property, or the Nascime Intellectual
            Property as the case may be, infringes the intellectual property
            rights of such party, Nascime shall promptly advise the other
            Parties of such threat or suit.

11.14.      Nascime shall indemnify, defend and hold harmless Elan or DOV, as
            the case may be, against all actions, losses, claims, demands,
            damages, costs and liabilities (including reasonable attorneys fees)
            relating directly or indirectly to all such claims or proceedings
            referred to in Clause 11.13, provided that Elan or DOV, as the case
            may be, shall not acknowledge to the third party or to any other
            person the validity of any claims of such a third party, and shall
            not compromise or settle any claim or proceedings relating thereto
            without the prior written consent to Nascime, not to be unreasonably
            withheld or delayed. At its option, Elan or DOV, as the case may be,
            may elect to take over the conduct of such proceedings from Nascime
            provided that Nascime's indemnification obligations shall continue;
            the costs of defending such claim shall be borne by Elan or DOV, as
            the case may be and such Party shall not compromise or settle any
            such claim or proceeding without the prior written consent of
            Nascime, such consent not to be unreasonably withheld or delayed.


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                                    CLAUSE 12

                            EXPLOITATION OF PRODUCTS

12.1.       Nascime shall diligently pursue the research, development,
            prosecution and commercialization of the Products, as provided in
            the Business Plan. In order to commercialize the Products, Nascime
            shall use commercially reasonable efforts to obtain, or have
            obtained for Nascime, marketing approval in such countries in the
            Territory as is determined by the Business Plan. It may be necessary
            to file an NDA and perform clinical testing in more than one
            country. The strategy for the registration and the commercialisation
            of the Products shall be determined by the Nascime Directors.

12.2.       At any time during the development of the Products, Nascime may,
            subject to the provisions of this Agreement, the Elan License
            Agreement and the DOV License Agreement, license the marketing
            rights to the Products to one or more marketing partners, or
            otherwise commercialize the Products under an alternative strategy
            to be agreed upon by Elan and DOV. Nascime shall be responsible for
            negotiating with third parties commercially reasonable terms (e.g.
            royalties, milestones, fees, profit sharing, manufacturing rights,
            supply terms etc.) for the rights to be granted, but shall do so
            under the commercial strategy agreed with Elan and DOV and shall
            keep Elan and DOV informed throughout the negotiation process.

12.3.       Subject to the rights, if any, of ACY pursuant to the ACY Agreement,
            for the term of the Elan License Agreement and the DOV License
            Agreement ("OPTION PERIOD"), if Nascime wishes to commercialize
            the marketing, sale or distribution of one or both of the Products
            with or through a third party in all or part of the Territory, Elan
            shall have an option to negotiate in good faith the terms of such
            nature of marketing arrangement that Nascime wishes to pursue with
            a third party for all or part of the Territory as is applicable. The
            option shall be exercised if (i) Elan notifies Nascime in writing
            that it wishes to enter into negotiations referred to in this
            Clause 12.3, or (ii) in the event that Nascime bona fide intends to
            market one or both of the Products with a third party (for the
            purpose of this Clause 12.3, DOV shall be considered a third party)
            in relation to all or part of the Territory, Nascime notifies Elan
            in writing that it wishes Elan to elect to enter into negotiations
            referred to in this Clause 12.3 and Elan notifies Nascime in writing
            within twenty days of such notification that it wishes to enter into
            negotiations to negotiate a marketing arrangement.

12.4.       If Nascime and Elan do not reach agreement on the terms of such an
            agreement within three (3) months of commencing such negotiations,
            then Nascime shall be free to offer third parties terms to develop,
            purchase, license, distribute, co-market, or co-promote such product
            which, when taken as a whole, are more favorable to Nascime than the
            principal terms of the last written proposal offered to Nascime by
            Elan, and by Nascime to Elan, as the case may be, in the applicable
            part of the Territory. Prior to entering into such an agreement with
            a third party, Nascime shall promptly notify Elan, in writing and


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            in confidence, of the principal terms of such agreement. If Elan
            notifies Nascime within [***] of such notice, that such terms
            offered to a third party, when taken as a whole, are less favorable
            to Nascime than those previously offered by Elan, then Nascime and
            Elan shall have an additional [***] days to discuss why such terms
            are or are not less favorable. If the Participants do not agree
            within such [***] day period that such terms are not less favorable,
            then such issue shall be immediately referred to an independent
            certified public accounting firm acceptable to both Participants
            which shall resolve such disagreement within [***] of the referral
            to said firm. If the Participants do not agree within [***] period
            on the identity of an independent certified public accounting firm
            acceptable to the Parties, then each Party shall nominate an
            independent certified public accounting firm, which independent
            certified public accounting firms shall between them select an
            independent certified public accounting firm acceptable to such
            independent certified public accounting firms. If the Participants
            agree, or it is reasonably determined by the independent certified
            public accounting firm that the terms, when taken as a whole, are
            less favorable to Nascime than Elan's final proposal to Nascime, or
            Nascime's final proposal to Elan, as the case may be, then Nascime
            shall be obliged to accept the Elan proposal to Nascime; provided
            that Elan shall have [***] to finally accept or reject the proposal.
            If accepted by Elan, the Participants shall negotiate in good faith
            a final marketing agreement. If the option is exercised by Elan
            within the Option Period, the restrictions set out in this paragraph
            shall expire [***] after the option is exercised by Elan.

12.5.       The provisions of Clause 20 shall not apply to a dispute arising
            pursuant to Clause 12.

12A         REGULATORY APPROVALS

12A.1.      Subject to determination by Nascime that one or more NDAs and/or
            regulatory approvals should be owned by a commercial partner of
            Nascime such as a sublicensee, regulatory approvals related to the
            Products shall be prosecuted and owned by Nascime and any and all
            NDAs and other applications for regulatory approval filed hereunder
            for any Product shall remain the property of Nascime, provided that
            Nascime shall allow Elan and DOV access thereto to enable Elan and
            DOV to fulfil their respective obligations and exercise their
            respective rights under this Agreement and the License Agreements.
            Nascime shall maintain such NDAs at its own cost.

12A.2.      During all NDA registration procedure, each Party shall keep the
            other Parties promptly and fully advised of such Party's
            registration activities, progress and procedures. Each Party shall
            inform the other Parties of any dealings such Party has with the FDA
            or ORA and shall furnish the other Party with copies of all
            correspondence. The Parties shall collaborate in relation to
            obtaining any approval of the FDA or ORA for final approved
            labelling.


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12A.3.      Nascime shall at its sole cost file and shall use its reasonable
            best efforts to prosecute to approval the NDAs for the Products in
            the Territory.

12A.4.      Nascime shall indemnify and hold harmless each of DOV and Elan,
            their agents and employees from and against all claims, damages,
            losses, liabilities and expenses to which either Elan, or DOV or
            their respective employees, agents, partners, officers and directors
            may become subject related to or arising out of Nascime's bad faith,
            negligence or intentional misconduct in connection with the filing
            or maintenance of the NDAs.

                                    CLAUSE 13

                                 NON-COMPETITION

13.1.       During the term of the DOV License, DOV and its Affiliates shall not
            compete with Nascime by developing or commercializing (including
            without limitation licensing, sublicensing DOV's interests and
            entitlements under the ACY Agreement, manufacturing or marketing) a
            product with the same active ingredient as one of the Compounds
            subject to the following:

            13.1.1.     If DOV acquires know-how or patent rights relating to
                        the Field, or if DOV acquires or merges with a third
                        party entity that has know-how or patent rights relating
                        to the Field, DOV shall offer to license such know-how
                        and patent rights to Nascime (subject to existing
                        contractual obligations), on commercially reasonable
                        terms on an arm's length basis. If Nascime determines
                        that Nascime should not acquire such license, DOV shall
                        be free to fully exploit such know-how and patent
                        rights, without the DOV Intellectual Property then
                        licensed to Nascime, whether inside or outside the Field
                        and to grant to third parties licenses and sublicenses
                        with respect thereto.

            13.1.2.     The provisions of Clause 6.5.

            13.1.3.     Nothing in this Agreement shall prevent DOV from
                        developing or commercializing a product containing
                        either of the Compounds for intravenous delivery,
                        subject to the provisions of Clause 10.7.

13.2        During the term of the Elan License, Elan and its Affiliates shall
            not compete with Nascime by developing or commercializing (including
            without limitation licensing, sublicensing, manufacturing or
            marketing) [***] subject to the following:

            13.2.1      If Elan acquires know-how or patent rights relating to
                        the Field, or if Elan acquires or merges with a third
                        party entity that has know how or patent rights relating
                        to the Field, Elan shall offer to license such acquired
                        know-how and patent rights to Nascime (subject to
                        existing contractual obligations), on commercially
                        reasonable terms on an arm's length basis. If Nascime
                        determines that Nascime should not acquire such license,
                        Elan shall be free to fully exploit such know-how and
                        patent rights, without the Elan Intellectual Property
                        then licensed to Nascime, whether inside or outside the
                        Field and to grant to third parties licensees and
                        sublicensees with respect thereto.

            13.2.2      The provisions of Clause 6.6.

                                    CLAUSE 14


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                        TECHNICAL SERVICES AND ASSISTANCE

14.1        Whenever commercially and technically feasible, Nascime shall
            contract with DOV or Elan, as the case may be, to perform such other
            services as Nascime may require, other than those specifically dealt
            with in the License Agreements. In determining whether Elan or DOV
            should provide such services, the Management Committee shall take
            into account the respective infrastructure, capabilities and
            experience of Elan and DOV.

14.2        Nascime shall if appropriate conclude an administrative support
            agreement with Elan and/or DOV on such terms as the Parties thereto
            shall in good faith negotiate. The management services required
            shall include one or more of the following management services which
            shall be requested by Nascime:

            14.2.1.     accounting, financial and other services;

            14.2.2.     tax services;

            14.2.3.     insurance services;

            14.2.4.     human resources services;

            14.2.5.     legal and company secretarial services;

            14.2.6.     patent and related intellectual property services; and

            14.2.7.     all such other services consistent with and of the same
                        type as those services to be provided pursuant to this
                        Agreement, as may be required.

            The foregoing list of services shall not be deemed exhaustive and
            may be changed from time to time upon written request by Nascime.

14.3.       Subject to further agreement between the Participants, the
            Participants agree that each Participant shall effect and maintain
            comprehensive general liability insurance in respect of all clinical
            trials and other activities performed by them on behalf of Nascime.
            The Participants and Nascime agree to ensure that the industry
            standard insurance policies shall be in place for all activities to
            be carried out by Nascime. In the event that the Participant
            concerned incurs additional insurance in respect of clinical trials
            conducted for and on behalf of Nascime, such additional charges
            shall be reimbursed by [***] pursuant [***].

14.4.1      If Elan or DOV so requires, DOV or Elan, as the case may be, shall
            receive, at times and for periods mutually acceptable to the
            Parties, employees of the other (such employees to be acceptable to
            the receiving Party in the matter of qualification and


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                                       36
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            competence) for instruction in respect of the Elan Intellectual
            Property or the DOV Intellectual Property, as the case may be, as is
            necessary to further the Research and Development Programmes.

14.4.2.     The employees received by Elan or DOV, as the case may be, shall be
            subject to obligations of confidentiality no less stringent than
            those set out in Clause 22 and such employees shall observe the
            rules, regulations and systems adopted by the party receiving the
            said employees for its own employees or visitors.

                                    CLAUSE 15

                      MANUFACTURING AND SUPPLY ARRANGEMENTS

15.1.       It is the expectation of the Parties that Nascime shall enter into a
            supply agreement with Elan to allow for the commercial production of
            the Products on behalf of Nascime. Any such supply agreement shall
            be negotiated and agreed by the Parties not later than the date of
            termination of Phase II (as such term is commonly used in connection
            with FDA applications) of the research and development programme for
            a Product. The terms of the supply agreement shall be on commercial
            terms, and shall be negotiated in good faith by the Parties.


                                       37
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                                    CLAUSE 16

                      AUDITORS; BANKERS; REGISTERED OFFICE
                 ACCOUNTING REFERENCE DATE; SECRETARY; COUNSEL.

16.1        Unless otherwise agreed by the Participants and save as may be
            provided to the contrary herein:

            16.1.1.     the auditors of the Company shall be KPMG whose
                        engagement shall have due regard to the reasonable
                        requirements of DOV with regard to preparation and audit
                        of the consolidated financial statements of DOV;

            16.1.2.     the bankers of the Company shall be the Bank of Bermuda
                        or such other bank as may be mutually agreed from time
                        to time;

            16.1.3.     the accounting reference date of the Company shall be 31
                        December in each Financial Year; and

            16.1.4.     the secretary of the Company shall be such Person as may
                        be appointed by the Company Directors from time to time.

16.2        Unless otherwise agreed by the Participants and save as may be
            provided to the contrary herein:

            16.2.1.     the auditors of Nascime shall be KPMG whose engagement
                        shall have due regard to the reasonable requirements of
                        DOV with regard to preparation and audit of the
                        consolidated financial statements of DOV;

            16.2.2.     the bankers of Nascime shall be the Bank of Ireland or
                        such other bank as may be mutually agreed from time to
                        time;

            16.2.3.     the accounting reference date of Nascime shall be 31
                        December in each Financial Year; and

            16.2.4.     the secretary of Nascime shall be Matsack Trust Limited
                        or such other Person as may be appointed by the Nascime
                        Directors from time to time.


                                       38
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                                    CLAUSE 17

                           SHARE RIGHTS AND DIRECTORS

17.1.       The Participants agree that the "A" Shares and the "B" Non-Voting
            Shares shall be separate classes of shares and, save only as
            provided in Clauses 17.2 and 17.3, shall rank PARI PASSU in all
            respects and shall carry the respective rights to dividends and be
            subject to the restrictions on the transfer and distribution of
            assets provided in the Company Memorandum of Association and as set
            forth in this Agreement.

17.2.       Save the right of EIS to nominate a Company Director pursuant to
            Clause 7.1, the Participants agree that the "B" Non-Voting Shares
            shall not carry voting rights in the Company. The "B" Non-Voting
            Shares will not carry a right to the payment to dividends or other
            distributions of the Company.

17.3.       The Participants and Company hereby agree that EIS shall at all
            times, upon 7 days' prior written notice to the company secretary of
            Company, be entitled to redesignate and convert the "B" Non-Voting
            Shares issued by the Company to EIS hereunder:

            17.3.1      as "B" Non-Voting Shares ranking PARI PASSU in all
                        respects with the "A" Shares issued by the Company to
                        DOV hereunder, including as to voting rights in the
                        Company and the right to the payment of dividends and
                        other distributions of the Company;

            17.3.2      as "B" voting Shares ranking PARI PASSU in all respects
                        with the "A" Shares issued by the Company to DOV
                        hereunder (including as to voting rights in the Company)
                        but without having the right to the payment of dividends
                        and other distributions of the Company; or

            17.3.3      as "B" Non-Voting Shares ranking PARI PASSU in all
                        respects with the "A" Shares issued by the Company to
                        DOV hereunder (including the right to the payment of
                        dividends and other distributions of the Company) but
                        without having voting rights in the Company.

                                    CLAUSE 18

                    MATTERS REQUIRING PARTICIPANTS' APPROVAL

18.1        Subject to the provisions of Clause 18.2, in consideration of DOV
            and Elan agreeing to enter into the License Agreements, the Parties
            hereby agree that neither the Company nor Nascime or any other
            Subsidiary of the Company shall without the prior approval of each
            of the Participants:


                                       39
<Page>

            18.1.1.     engage in any activity other than the Business;

            18.1.2.     sell the principal assets, undertaking or Business of
                        the Company or Nascime;

            18.1.3.     create any fixed or floating charge, lien (other than a
                        lien arising by operation of law) or other Encumbrance
                        over the whole or any part of the undertaking, property
                        or assets of the Company or Nascime or of any other
                        Subsidiary, except for the purpose of securing the
                        indebtedness of the Company or Nascime to its bankers
                        for sums borrowed in the ordinary and proper course of
                        the Business;

            18.1.4.     borrow any sum (except from the Company's or Nascime's
                        bankers in the ordinary and proper course of the
                        Business) in excess of a maximum aggregate sum
                        outstanding at any time of [***];

            18.1.5.     make any loan or advance or give any credit (other than
                        normal trade credit) in excess of [***] to any Person,
                        except for the purpose of making deposits with bankers;

            18.1.6.     give any guarantee or indemnity to secure the
                        liabilities or obligations of any Party other than those
                        which it is usual to give in the ordinary course of a
                        business similar to the Business;

            18.1.7.     sell, transfer, lease, assign, or otherwise dispose of
                        part of the undertaking, property and/or assets other
                        than stock or assets (or any interest therein) which are
                        surplus to the requirements of the Company or Nascime or
                        any other Subsidiary, or contract so to do where the
                        value of the undertaking property and/or assets exceed
                        [***];

            18.1.8.     enter into any contract, arrangement or commitment
                        involving expenditure on capital account or the
                        realisation of capital assets if the amount or the
                        aggregate amount of such expenditure or realisation by
                        the Company or Nascime and all of the other Subsidiaries
                        of the Company would exceed [***] in any one year or
                        in relation to any one project, and for the purpose of
                        this paragraph the aggregate amount payable under any
                        agreement for hire, hire purchase or purchase on credit
                        sale or conditional sale terms shall be deemed to be
                        capital expenditure incurred in the year in which such
                        agreement is entered into;

            18.1.9.     issue any unissued Shares or create or issue any new
                        shares (including a split of the Shares), except as
                        expressly permitted by the Company Memorandum and
                        Articles of Association or by the Nascime Memorandum and
                        Articles of Association;


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                                       40
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            18.1.10.    subject to the provisions of Clause 17.3 alter any
                        rights attaching to any class of share in the capital of
                        the Company or Nascime or alter the Company Memorandum
                        and Articles of Association or the Nascime Memorandum
                        and Articles of Association;

            18.1.11.    consolidate, sub-divide or convert any of the Company's
                        or Nascime share capital or in any way alter the rights
                        attaching thereto;

            18.1.12.    dispose of Nascime or of any shares in Nascime, or
                        create, acquire or dispose of any other Subsidiary or of
                        any shares in any other Subsidiary;

            18.1.13.    enter into any partnership or profit sharing agreement
                        with any Person other than arrangements with trade
                        representatives and similar Persons in the ordinary
                        course of business;

            18.1.14.    do or permit or suffer to be done any act or thing
                        whereby the Company or Nascime may be wound up (whether
                        voluntarily or compulsorily), save as otherwise
                        expressly provided for in this Agreement;

            18.1.15.    issue any debentures or other securities convertible
                        into shares or debentures or any share warrants or any
                        options in respect of Shares or shares in Nascime;

            18.1.16.    enter into any contract or transaction except in the
                        ordinary and proper course of the Business on arm's
                        length terms;

            18.1.17.    acquire, purchase or subscribe for any shares,
                        debentures, mortgages or securities (or any interest
                        therein) in any company, trust or other Person;

            18.1.18.    adopt any employee benefit programme or incentive
                        schemes;

            18.1.19.    engage any new employee at remuneration which could
                        exceed the rate of [***] per annum;

            18.1.20.    pay any remuneration to the Company Directors or the
                        Nascime Directors by virtue of holding such office other
                        than Directors or Nascime Directors who hold executive
                        office;

            18.1.21.    licence or sub-licence any of the Elan Intellectual
                        Property, DOV Intellectual Property, Nascime
                        Intellectual Property;

            18.1.22.    amend or vary the terms of the DOV Licence Agreement,
                        the ACY Agreement or the Elan License Agreement;

            18.1.23.    permit a person other than Nascime to own an IND, NDA or
                        regulatory


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                                       41
<Page>

                        approval relating to the Product(s);

            18.1.24.    change the authorised signatories on the Company or
                        Nascime bank accounts; or

            18.1.25.    amend or vary the Business Plan or agree the Budget.

18.2.       Upon the earlier of (i) four years from the Effective Date and (ii)
            the date, if any, on which the ownership of the "B" Non-Voting
            Shares by EIS or its Affiliates represents less than 80% of the "A"
            Shares owned by DOV or its Affiliates, assuming exercise of the
            Exchange Right, all action of the board of the Company Directors and
            the Nascime Directors shall require only a majority of directors
            (which majority need not include the EIS designee), except as
            provided in the next sentence. If during any Financial Year Nascime
            shall have incurred expenditure in excess of the budget agreed to by
            the Nascime Directors by more than [***]% of such agreed budgeted
            amount, any and all actions of the board of the Company Directors
            and the Nascime Directors shall require approval of EIS's designee
            and at least one of DOV's designees to the board of the Company
            Directors and the Nascime Directors, as the case may be, until such
            time as Nascime expenses for a Financial Year do not exceed the
            agreed budget by more than [***]%.

                                    CLAUSE 19

                        TRANSFER OF OR CHARGING OF SHARES

19.1        No Participant shall transfer any of its legal and/or beneficial
            interest in the Shares held by it to any other Person, other than to
            its Affiliates or other Persons in which that Participant or its
            Affiliates may have an interest, by contract, ownership of
            securities or otherwise, and that are in the nature of financing
            vehicles or similar entities for such Participant or its Affiliates.

19.2        No Participant shall, except with the prior written consent of the
            other Participant, create or permit to subsist any pledge, lien or
            charge over, or grant any option or other rights or dispose of any
            interest in, all or any of the Shares held by it (other than by a
            transfer of such Shares in accordance with the provisions of this
            Agreement) made by it to the Company unless any Person in whose
            favour any such pledge, lien, or charge is created or permitted to
            subsist or such option or rights are granted or such interest is
            disposed of shall be expressly subject to and bound by all the
            limitations and provisions which are embodied in this Agreement.


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      material has been separately filed with the Securities and Exchange
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                                    CLAUSE 20

                                    DISPUTES

20.1        Should any dispute or difference arise between Elan and DOV, or
            between Elan or DOV and the Company and/or Nascime, during the
            period that this Agreement is in force, other than a dispute or
            difference relating to (i) the interpretation of any provision of
            this Agreement, (ii) the interpretation or application of law, or
            (iii) the ownership of any intellectual property, then any Party may
            forthwith give notice to the other Parties that it wishes such
            dispute or difference to be referred to the chief executive officers
            of the Participants.

20.2        In any event of a notice being served in accordance with Clause
            20.1, each of the Participants shall within 14 days of the service
            of such notice prepare and circulate to the chief executive officer
            of each Participant a memorandum or other form of statement setting
            out its position on the matter in dispute and its reasons for
            adopting that position. Each memorandum or statement shall be
            considered by the chief executive officers of the Participants who
            shall endeavour to resolve the dispute. If the chief executive
            officers of the Participants agree upon a resolution or disposition
            of the matter, they shall each sign a statement which sets out the
            terms of their agreement. The Participants agree that they shall
            exercise the voting rights and other powers available to them in
            relation to the Company to procure that the agreed terms are fully
            and promptly carried into effect.

20.3.       Subject to the provisions of Clause 12.4, the chief executive
            officers of the Participants shall, if they are unable to resolve a
            dispute or difference when it is referred to them under Clause 20.1,
            refer the matter to an independent US based expert who is
            knowledgeable of the pharmaceutical/biotechnology/medical devices
            industries (the "EXPERT"). The Expert shall be selected by the
            presiding justice of the Supreme Court of the State of New York
            sitting in the County, City and State of New York (the "PRESIDING
            JUSTICE") or, if he should have a conflict of interest, by such
            other Person as such justice shall select, having assured himself as
            to such Person's independence. In each case, the Expert shall be
            selected having regard to his suitability to determine the
            particular dispute or difference on which he is being requested to
            determine. Unless otherwise agreed between the chief executive
            officers, the following rules shall apply to the appointment of the
            Expert. The fees of the Expert shall be shared equally between the
            Parties in dispute. The Expert shall be entitled to inspect and
            examine all documentation and any other material which he may
            consider to be relevant to the dispute. He shall afford each Party a
            reasonable opportunity (in writing or orally) of stating reasons in
            support of such contentions as


                                       43
<Page>

            each Party may wish to make relative to the matters under
            consideration. The Expert shall give notice in writing of his
            determination to the Parties within such time as may be stipulated
            in his terms of appointment or in the absence of such stipulation as
            soon as practicable but in any event within four weeks from the
            reference of the dispute or difference to him.

20.4.       Any determination by the Expert of a dispute or difference shall not
            be final and binding on the Parties provided however that any
            determination by the Expert of a dispute or difference referred by
            the Parties pursuant to Clause 21.1.3. shall be final and binding on
            the Parties.

20.5.       In the event that the Participants fail to resolve any dispute
            pursuant to this Clause 20, each Participant shall be entitled to
            offer to purchase all (but not some only) of the other Participant's
            Shares and the Participants shall for a period of sixty (60) days
            negotiate in good faith the terms of any such purchase.

                                    CLAUSE 21

                                   TERMINATION

21.1        For the purpose of this Clause 21, a "Relevant Event" is committed
            or suffered by Elan or DOV if:

            (i)   it commits a material breach of its obligations under this
                  Agreement or the applicable License Agreement 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 Participant; provided, that if the breaching Participant
                  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 reasonably necessary to permit the breach to be
                  rectified;

            (ii)  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;

            (iii) it is unable to pay its debts in the normal course of
                  business;

            (iv)  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 Participant (such consent not to be
                  unreasonably withheld);


                                       44
<Page>

            (v)   the appointment of a liquidator, receiver, administrator,
                  examiner, trustee or similar officer of such Participant or
                  over all or a substantial part of its assets under the law of
                  any applicable jurisdiction, including without limit, the
                  United States of America, Bermuda or Ireland;

            (vi)  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 60
                  days, or a Participant 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
                  Participant are for any reason seized, confiscated or
                  condemned.

21.1.1      If either Participant commits or suffers a Relevant Event, the other
            Participant shall be entitled, within three months of its becoming
            aware of the occurrence of the Relevant Event, to require the
            defaulting Participant (the "RECIPIENT PARTICIPANT") to sell on
            reasonable terms of payment to the non defaulting Participant (the
            "PROPOSING PARTICIPANT") all (but not some only) of the Shares, held
            or beneficially owned by the Recipient Participant for an amount
            equal to [***]% of the fair market value of the Shares of the
            Recipient Participant.

21.1.2      In the case of Clause 21.1.1, the Proposing Participant shall notify
            the Recipient Participant of the exercise of this option by
            delivering written notice to the Recipient Participant stating that
            the option is exercised and the price at which the Proposing
            Participant is willing to purchase the Shares of the Recipient
            Participant.

21.1.3      In the event that the Participants do not agree upon a purchase
            price for the Financings within [***] following the receipt by the
            Recipient Participant of written notice from the Proposing
            Participant pursuant to Clause 21.1.2 above, the Proposing
            Participant may contact the Presiding Justice and request that an
            independent US-based arbitrator who is knowledgeable of the
            pharmaceutical/biotechnology industry be appointed within [***]. The
            Presiding Justice shall endeavour to select an arbitrator who is
            technically knowledgeable the pharmaceutical industry (and who
            directly and through his affiliates, has no business relationship
            with, or shareholding in, either the Proposing Participant or the
            Recipient Participant). Promptly upon being notified of his
            appointment, the Proposing Participant and the Recipient Participant
            shall submit to the arbitrator details of their assessment of the
            fair market value for the Shares of the Recipient Participant
            together with such information as they think necessary to validate
            their assessment. The arbitrator shall notify the Recipient
            Participant of the fair market value assessed by the Proposing
            Participant (the "PROPOSING PARTICIPANT PRICE") and shall notify the
            Proposing Participant of the fair market value assessed by


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                                       45
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            the Recipient Participant (the "RECIPIENT PARTICIPANT PRICE"). The
            Proposing Participant and the Recipient Participant shall then be
            entitled to make further submissions to the arbitrator within [***]
            explaining why the Recipient Participant Price or the Proposing
            Participant Price, as the case may be, is unjustified. The
            arbitrator shall thereafter meet with the Proposing Participant and
            the Recipient Participant and shall thereafter choose either the
            Recipient Participant Price or the Proposing Participant Price (but
            not any other price) as the purchase price for the Shares (the
            "PURCHASE PRICE") on the basis of which price he determines to be
            closer to the fair market value for the Shares of the Recipient
            Participant. The arbitrator shall use his best efforts to determine
            the Purchase Price within [***] of his appointment. The Proposing
            Participant and the Recipient Participant shall bear the costs of
            the arbitrator equally provided that the arbitrator may, in his
            discretion, allocate all or a portion of such costs to one Party.
            Any decision of the arbitrator shall be final and binding.

21.1.4      The Proposing Participant shall have [***] following the
            determination of the Purchase Price by the arbitrator to elect,
            whether or not, to proceed with its option to purchase the Shares of
            the Recipient Participant.

21.1.5      The Shares of the Recipient Participant so transferred shall be sold
            by the transferor as beneficial owner with effect from the date of
            such transfer free from any lien, charge or encumbrance with all
            rights attaching thereto. If the Proposing Participant elects to
            purchase the Shares of the Recipient Participant, the Shares of the
            Recipient Participant shall be sold by the Recipient Participant as
            beneficial owner for a price equal to [***]% of the Purchase Price
            with effect from the date specified by the Proposing Participant in
            its notice of election free from any lien, charge or encumbrance
            together with all rights attaching thereto.

21.2.       Upon termination of the Licenses, or cessation of business by the
            Company or the dissolution or winding up of the Company or Nascime,
            or the Company's or Nascime's inability 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 the Company or Nascime, or an examiner is appointed to the
            Company or Nascime:

            21.2.1.     subject to Clause 21.2.4, all rights licensed by Elan to
                        the Elan Intellectual Property shall terminate;

            21.2.2.     subject to Clause 21.2.4, all rights licensed by DOV to
                        the DOV Intellectual Property shall terminate;

            21.2.3.     subject to Clause 21.2.4 and to such license, if any,
                        granted by or Nascime to DOV pursuant to the provisions
                        of Clause 6.5 and/or Clause 10.7, and to such


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                                       46
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                        license, if any, granted by or Nascime to Elan pursuant
                        to the provisions of Clause 6.6, all rights to Nascime
                        Intellectual Property and any other technology, patents
                        and know-how belonging to or Nascime shall be
                        transferred to and be jointly owned by Elan and DOV.
                        Elan shall have the right to exploit and commercialize,
                        including the right to grant sub-licenses, the Nascime
                        Intellectual Property which relates predominantly to the
                        Elan Intellectual Property. DOV shall have the right to
                        exploit and commercialize, including the right to grant
                        sub-licenses, the Nascime Intellectual Property which
                        relates predominantly to the DOV Intellectual Property.
                        In the event of a dispute arising pursuant to this
                        Clause 21.2.3, Elan and DOV agree to negotiate in good
                        faith on the course of action to be taken with respect
                        to determining their respective entitlements pursuant to
                        this Clause 21.2.3; and

            21.2.4.     the rights of permitted third party sublicensees in and
                        to the Elan Intellectual Property and the DOV
                        Intellectual Property shall survive the termination of
                        the license and sublicense agreements granting said
                        intellectual property rights to Nascime, Nascime and
                        Elan and DOV shall in good faith agree upon the form
                        most advantageous to Elan and DOV in which the rights of
                        Nascime 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). Any sublicense agreement between
                        Nascime and such permitted sublicensee shall permit an
                        assignment of rights by Nascime to both Elan and DOV and
                        shall contain appropriate confidentiality provisions.

                                   CLAUSE 22

                                 CONFIDENTIALITY

22.1        The Participants, the Company and Nascime 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, and services of the disclosing
            Party.

22.2        The Participants, the Company and Nascime stipulate that the
            information to be disclosed by DOV and Elan to the Company 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 rights and obligations under this
            Agreement, and for no other purpose.


                                       47
<Page>

22.3        Each Party shall 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 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.

22.4        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, prosecute or defend litigation,
            comply with applicable governmental regulations or otherwise submit
            information to tax or other governmental authorities, conduct
            clinical trials, or make a permitted sub-license 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 necessary and
            Confidential Information.

22.5        Any breach of this Clause 22 by any Persons informed by one of the
            Parties is considered a breach by the Party itself.

22.6.       Confidential Information shall be deemed not to include:

            22.6.1.     information that is in the public domain;

            22.6.2.     information that is made public through no breach of
                        this Agreement;

            22.6.3.     information that is independently developed by a Party;

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

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

                        22.6.5.1.   a valid order of a court or other
                                    governmental body or any political


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                                    subdivision thereof or otherwise required by
                                    law; or

                        22.6.5.2.   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 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.

22.7.       The provisions relating to confidentiality in this Clause 22 shall
            remain in effect during the term of this Agreement and for a period
            of [***] following the expiration or earlier termination of this
            Agreement.

22.8.       The Participants agree that the obligations of this Clause 22 are
            necessary and reasonable in order to protect the Participants'
            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 Participants 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, any Party shall be entitled to obtain
            injunctive relief against the threatened breach of the provisions of
            this Clause 23, 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.

                                    CLAUSE 23

                              PARTICIPANTS' CONSENT

23.1        Where this Agreement provides that any particular transaction or
            matter requires the consent, approval or agreement of any
            Participant, such consent, approval or agreement shall be given in
            writing and to the extent such consent, approval or agreement is
            given upon terms and conditions agreed to in a writing signed by
            both Participants, such written terms and conditions shall operate
            as an amendment of this Agreement.

                                    CLAUSE 24

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


                                       49
<Page>

                               PARTICIPANTS' BOUND

24.1.       The Company undertakes with each of the Participants to be bound by
            and comply with the terms and conditions of this Agreement insofar
            as they relate to the Company.

                                    CLAUSE 25

                                      COSTS

25.1        Each Participant shall bear its own legal and other costs incurred
            in relation to preparing and concluding this Agreement and the
            related agreements and other documents.

25.2        All other costs, legal fees, registration fees and other expenses
            relating to the transactions contemplated hereby, including the
            costs and expenses incurred in relation to the incorporation of the
            Company, shall be borne by the Company.

                                    CLAUSE 26

                                     GENERAL

26.1        Good Faith

            Each of the Parties hereto undertakes with the others to do all
            things reasonably within its power that are necessary or desirable
            to give effect to the spirit and intent of this Agreement.

26.2        Further Assurance

            The Parties shall use reasonable efforts to procure that any
            necessary third party shall do, execute and perform all such further
            deeds, documents, assurances, acts and things as any of the Parties
            hereto may reasonably require by notice in writing to the others to
            carry the provisions of this Agreement into full force and effect.

26.3        No Representation

            Each of the Parties hereto 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.


                                       50
<Page>

26.4        Force Majeure

            No Party to this Agreement 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, or
            intervention of any relevant government authority, but any such
            delay or failure shall be remedied by such Party as soon as
            practicable.

26.5        Relationship of the Participants

            Nothing contained in this Agreement is intended or is to be
            construed to constitute Elan and DOV as partners, or Elan as an
            employee or agent of DOV, or DOV as an employee or agent of Elan. No
            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
            another Party or to bind another Party to any contract, agreement or
            undertaking with any third party.

26.6        Counterparts

            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.

26.7        Notices

            Any notice to be given under this Agreement shall be sent in writing
            by registered or recorded delivery post or reputable overnight
            courier such as Federal Express or telecopied to:

                  Elan at:

                  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
                  Fax:              353 1 662 4960

                  with a copy to:

                  Brock Silverstein McAuliffe LLC
                  One Citicorp Center, 56th Floor


                                       51
<Page>

                  New York, NY 10022
                  Attention:  David Robbins, Esq.
                  Telephone         212 371 2000
                  Fax:              212 371 5500

                  Elan International Services, Limited
                  102 St. James Court
                  Flatts
                  Smiths, FL04
                  Bermuda.
                  Attention : President
                  Telephone         441 292 9169
                  Fax:              441 292 2224

                  with a copy to:

                  Brock Silverstein McAuliffe LLC
                  One Citicorp Center, 56th Floor
                  New York, NY 10022
                  Attention:  David Robbins, Esq.
                  Telephone         212 371 2000
                  Fax:              212 371 5500

                  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


                                       52
<Page>

                  the Company at:

                  Clarendon House,
                  2 Church Street,
                  Hamilton,
                  Bermuda,

                  Attention:        President
                  Telephone:        441 292 4720
                  Telefax:          441 299 4902

                  Nascime at:

                  30 Herbert Street
                  Dublin 2
                  Ireland
                  Attention:        President

                  Telephone:        353 1 619 9000
                  Telefax:          353 1 619 9010

            with a required copy to each of the Participants other than the
            Particpant, if any, serving the notice or to such other address(es)
            as may from time to time be notified by any Party to the others
            hereunder.

            Any notice sent by mail shall be deemed to have been delivered
            within three working days after dispatch or delivery to the relevant
            courier and any notice sent by telecopy shall be deemed to have been
            delivered within 24 hours of the time of the dispatch. Notices of
            change of address shall be effective upon receipt. Notices by
            telecopy shall also be sent by another method permitted hereunder.

26.8        Governing Law and Disputes

            This Agreement shall be governed by and construed in accordance with
            the laws of Ireland and the Parties agree to submit to the exclusive
            jurisdiction of the courts of Ireland for the resolution of disputes
            hereunder and the Parties hereby waive any and all defences of
            improper venue or that the forum is inconvenient.

26.9        Severability

            If any provision in this Agreement is agreed by the Parties to be,
            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


                                       53
<Page>

            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.

26.10       Amendments

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

26.11       Waiver

            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 future breach or
            failure to perform or of any other right arising under this
            Agreement.

26.12       Headings

            The section headings contained in this Agreement are included for
            convenience only and form no part of the agreement between the
            Parties. Except as otherwise provided herein, references to
            recitals, articles, paragraphs, clauses and appendices are to those
            contained in this Agreement.

26.13       Assignment

            None of the Parties shall be permitted to assign its rights or
            obligations hereunder without the prior written consent of the other
            Parties. Elan and/or DOV shall have the right to assign their rights
            and obligations hereunder to their Affiliates 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 DOV as the case may be or its
            Affiliates, without the prior written consent of the other; provided
            further, that such assignment does not result in adverse tax
            consequences for any other Party. The Parties will discuss any
            assignment by them to an Affiliate or such other Persons prior to
            its implementation in order to avoid or reduce any additional tax
            liability to any other Party resulting solely from different tax law
            provisions applying after such assignment to an Affiliate. [***]

---------------
[***]  Omitted pursuant to a request for confidential treatment. The omitted
       material has been separately filed with the Securities and Exchange
       Commission.
                                       54
<Page>

26.14       No Effect on Other Agreements

            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 any of the Parties unless specifically referred to, and
            solely to the extent provided herein. In the event of a conflict
            between the provisions of this Agreement and the provisions of the
            License Agreements the terms of this Agreement shall prevail unless
            this Agreement specifically provide otherwise.

26.15       Successors

            This Agreement shall be binding upon and inure to the benefit of the
            Parties hereto, their successors and permitted assigns.


                                       55
<Page>

IN WITNESS whereof, the Parties hereto have executed this Agreement on the day
first set forth above.

                                            SIGNED BY:_______________________

                                            for and on behalf of
                                            ELAN CORPORATION, PLC

in the presence of:__________________


                                            SIGNED BY:__________________________

                                            for and on behalf of
                                            ELAN INTERNATIONAL SERVICES, LTD.

in the presence of:__________________


                                            SIGNED BY:/s/ Arnold Lippa
                                                      --------------------------

                                            for and on behalf of
                                            DOV PHARMACEUTICAL, INC.

in the presence of:/s/ Nancy Westphal
                   -----------------------


                                            SIGNED BY: /s/ Arnold Lippa
                                                       -------------------------

                                            for and on behalf of
                                            DOV NEWCO, LTD.

in the presence of: /s/ Nancy Westphal
                   ---------------------


                                            SIGNED BY: /s/ Arnold Lippa
                                                       -------------------------

                                            for and on behalf of
                                            NASCIME LIMITED

in the presence of: /s/ Nancy Westphal
                   ---------------------



                                       56
<Page>


IN WITNESS whereof, the Parties hereto have executed this Agreement on the day
first set forth above.

                                            SIGNED BY: /s/ Kevin Insley
                                                       -------------------------

                                            for and on behalf of
                                            ELAN CORPORATION, PLC

in the presence of:[Signature Illegible]
                   ---------------------

                                            SIGNED BY: /s/ Kevin Insley
                                                       -------------------------

                                            for and on behalf of
                                            ELAN INTERNATIONAL SERVICES, LTD.

in the presence of:[Signature Illegible]
                   ----------------------

                                            SIGNED BY:/s/ Arnold Lippa
                                                      --------------------------

                                            for and on behalf of
                                            DOV PHARMACEUTICAL, INC.

in the presence of:
                   ----------------------


                                            SIGNED BY:
                                                       -------------------------

                                            for and on behalf of
                                            DOV NEWCO, LTD.

in the presence of:
                   ---------------------


                                            SIGNED BY:
                                                       -------------------------

                                            for and on behalf of
                                            NASCIME LIMITED

in the presence of:
                   ---------------------


                                       57
<Page>

                                   SCHEDULE A

                                 SUBSCRIPTIONS

DOV   16,020 "A" Shares at US$1 per "A" Share

EIS   3,980 "B" Non-Voting Shares at US$1 per "B" Share


                                       58
<Page>

                                   SCHEDULE B

                             ELAN LICENSE AGREEMENT


                                       59
<Page>

                                   SCHEDULE C

                              DOV LICENSE AGREEMENT

                                       60