##### Table of Contents



As
filed with the Securities and Exchange Commission on July 24, 2008
 
 Registration No. 333-150585
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Amendment
No. 2
 
 to
 Form S-3
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 NEUROGEN CORPORATION
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    22-2845714(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 35 Northeast Industrial Road
Branford, Connecticut 06405
(203) 488-8201
 (Address,
including zip code, and telephone number, including area code, of Registrants principal executive offices)
 Stephen Davis
Chief Executive Officer
Neurogen Corporation
35 Northeast Industrial Road
Branford, Connecticut 06405
(203) 488-8201
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 Copy to:
B. Shayne Kennedy, Esq.
Wesley C. Holmes, Esq.
Latham & Watkins LLP
650 Town Center Drive, 20 th Floor
Costa Mesa, California 92626-1925
(714) 540-1235
 Approximate date of commencement of proposed sale to the public:
 o
 þ
 o
 o
 o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 The registrant hereby amends this registration statement on such date or dates as may be necessary
to delay its effective date until the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.




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The information in this prospectus is not complete and may be changed. The selling stockholders may
not sell these securities until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale is not permitted. 
 Subject
to Completion, dated July 24, 2008
 
 PROSPECTUS
 
 
 19,704,032 Shares of Common Stock
 
 
 
  
  
  
 
 You should consider the risks that we have described in the section entitled Risk Factors on
page 3 before investing in our common stock.
 
 Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
 
 The date of this prospectus is , 2008.




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##### 



TABLE OF CONTENTS
 
  
 About This Prospectus
    
    
    iAbout
Neurogen Corporation
    
    
    1Summary of the Offerings
    
    
    1Risk Factors
    
    
    3Forward-Looking Statements
    
    
    3Use of Proceeds
    
    
    4Description of Series A Exchangeable Preferred Stock
    
    
    4Description of the Warrants
    
    
    8Selling Stockholders
    
    
    8Plan of Distribution
    
    
    12Legal Matters
    
    
    14Experts
    
    
    14Where You Can Find More Information
    
    
    14Incorporation by Reference of Certain Documents
    
    
    14
  
 
 ABOUT THIS PROSPECTUS




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ABOUT NEUROGEN CORPORATION
   
 SUMMARY OF THE OFFERINGS
 
  
 2008 Private Placement
  1




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Total Possible Shares Underlying the Series A Preferred Exchangeable Stock
    
    
    25,516,686
    (1)Total Possible Shares Underlying the Warrants
    
    
    12,758,343
    (1)Combined Market Price of Series A Preferred Stock and Warrants
    
    $
    87,649,816
    (2)Combined Conversion Price of Series A Exchangeable Preferred Stock
    
    $
    30,620,023
    (3)Combined Exercise Price for the Warrants
    
    $
    29,344,189
    (4)Total Discount to Market Price
    
    $
    27,685,604
    (5)
 
 (1)
    
    Assumes no cash dividend payments and complete conversion of the shares of Series A
Exchangeable Preferred Stock and Warrants(2)
    
    Calculated based on the closing price of our common stock on
April 4, 2008, of $2.29 per share,
the total possible shares of common stock issuable upon exchange of the Series A Exchangeable
Preferred Stock and exercise of the Warrants.(3)
    
    Calculated using the conversion price of $1.20 per share.(4)
    
    Calculated using the exercise price of $2.30 per share.(5)
    
    Based on the closing price of our common stock on April 4, 2008, of $2.29 per share.  2




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2004 Private Placement
  
 RISK FACTORS
  
 FORWARD-LOOKING STATEMENTS
   
    
    risks inherent in research, development, testing, regulatory approval, production and
marketing of any of our drug candidates;
    
    competitive factors;
    
    risks deriving from in-licensing of drug candidates, acquisitions or business
combinations;
 3




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
    
    our dependence on our current or future corporate partners with respect to research and
development funding, preclinical evaluation of drug candidates, human clinical trials of
drug candidates, regulatory filings and manufacturing and marketing expertise;
    
    risks deriving from collaborations, alliances, in-licensing or other transactions;
    
    the risk that actual research and development costs and associated general and
administrative costs may exceed budgeted amounts;
    
    the risk that drug targets pursued by us may prove to be invalid after substantial
investment by us;
    
    inability to obtain sufficient funds through future collaborative arrangements, equity
or debt financings or other sources to continue the operation of our business;
    
    uncertainty regarding our patents and trade secrets and confidentiality agreements with
collaborators, employees, consultants or vendors;
    
    dependence upon third parties for the manufacture of our potential products and our
inexperience in manufacturing if we establish internal manufacturing capabilities;
    
    dependence on third parties to market potential products and our lack of sales and
marketing capabilities;
    
    unavailability or inadequacy of medical insurance or other third-party reimbursement for
the cost of purchases of our products;
    
    inability to attract or retain scientific, management and other personnel;
    
    risks associated with the fact that a majority of our common stock is held by a limited
number of stockholders; and
    
    risks associated with our recent operational restructuring.
 
 USE OF PROCEEDS
   
 DESCRIPTION OF SERIES A EXCHANGEABLE PREFERRED STOCK
  4




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Dividends.
  Liquidation Preference.
 5




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Change in Control.
 Redemption
 Exchange for Common Stock
 Consequences of Exchange for Common Stock
 6




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Consequences if the Exchange is Not Approved
 Proceeds and Expenses.
 Proceed/Expense
    
    AmountGross Proceeds from 2008 Private Placement
    
    $
    30,620,023Costs and Expenses of 2008 Private Placement
    
    $
    2,190,000
    (1)Net Proceeds
    
    $
    28,430,023Liquidated Damages Payable to Selling Stockholders
    
    $
    2,296,502
    (2)Dividends Payable on Series A Preferred Stock
    
    $
    6,717,760
    (3)Amount Payable on Certain Events
    
    $
    36,744,027
    (4)Net Proceeds After Contingent Events
    
    $
    (17,328,266
    )(5)Realizable Profit by Selling Stockholders
    
    $
    27,813,187
    (6)Expenses and Total Discount as a Percentage of Net Proceeds
    
    
    266
    %
 
 (1)
    
    Represents approximately $1,670,000 in fees paid to the
Placement Agents and $520,000 in legal
and accounting fees paid by us in connection with the 2008 Private Placement.(2)
    
    Represents the maximum amount of liquidated damages payable by us to the selling stockholders
pursuant to the Registration Rights Agreement. As described above, the liquidated damages will only
be payable if we are unable to have this registration statement declared effective prior to the
deadline set forth in the Registration Rights Agreement described above.(3)
    
    Represents the aggregate amounts of dividends on the Series A Exchangeable Preferred Stock
through April 11, 2009, which assumes that the Exchange does not occur within four months of
issuance at our annual meeting of stockholders and that all of the shares of the Series A
Exchangeable Preferred Stock remain outstanding until April 11, 2009.(4)
    
    Represents the aggregate amount payable to the holders of the Series A Exchangeable Preferred
Stock upon a liquidation, redemption or change of control, assuming that (i) the Series A
Exchangeable Preferred Stock is outstanding at such time, (ii) the stated value of the Series A
Exchangeable Preferred Stock at such time is $31.20 (the current stated value) and (iii) 120% of
the stated value is greater than (x) in the event of a liquidation or redemption, the 20 day
average closing price of our common stock immediately preceding such event and (y) in the event of
a change in control, the per share consideration received by our holders of our common stock in a
change of control, as applicable.(5)
    
    Assumes payment of liquidated damages and one year of dividends as well as a liquidation,
redemption or change in control event.(6)
    
    Calculated using the closing price of a share of our common
stock on April 4, 2008, of $2.29,
and the conversion price of $1.20 per share for the Series A Exchangeable Preferred Stock and an
exercise price of $2.30 per share for the Warrants. On April 7, 2008, the Series A Exchangeable
Preferred Stock were 7




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exchangeable for an aggregate of 25,516,686 shares of common stock and the
Warrants were exchangeable for an aggregate of 12,758,343 shares of
common stock. Assumes no exercise of the Warrants due to the exercise
price exceeding the market price of the underlying common stock. 
 DESCRIPTION OF THE WARRANTS
  
 SELLING STOCKHOLDERS
 Shares to be Registered
 
  
  8




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Shares BeneficiallyShares of
    
    Shares of
    
    Number of Shares
        
    Owned AfterCommon
    
    Common
    
    Being Offered
    
    OfferingStock
    
    Stock
    
    Shares ofBeneficially
    
    Beneficially
    
    Common StockOwned
    
    Owned
    
    PurchasedPrior to April
    
    Prior to
    
    on March 19,
    
    Exchange
    
    
    
    
    
    PercentName of Beneficial Owner
    

7, 2008
    
    Offering(1)
    
    2004(2)
    
    Shares(3)
    
    Number
    
    (%)Warburg Pincus Private Equity VIII, L.P.(4)
    
    
    8,571,429
    
    
    
    16,071,402
    
    
    
    8,571,429
    
    
    
    1,271,655
    
    
    
    6,228,318
    
    
    
    14.7Tang Capital Partners, LP(5)
    
    
    0
    
    
    
    4,999,995
    
    
    
    0
    
    
    
    847,772
    
    
    
    4,152,223
    
    
    
    9.8Baker Tisch Investments, L.P.(6)
    
    
    210,556
    
    
    
    398,224
    
    
    
    203,935
    
    
    
    31,820
    
    
    
    162,469
    
    
    
    *Baker Bros. Investments, L.P.(7)
    
    
    230,162
    
    
    
    435,302
    
    
    
    170,762
    
    
    
    34,783
    
    
    
    229,757
    
    
    
    *Baker Bros. Investments II, L.P.(7)
    
    
    203,190
    
    
    
    384,306
    
    
    
    110,992
    
    
    
    30,709
    
    
    
    242,605
    
    
    
    *Baker Biotech Fund I, L.P.(7)
    
    
    2,195,509
    
    
    
    4,152,334
    
    
    
    1,915,924
    
    
    
    331,789
    
    
    
    1,904,621
    
    
    
    4.5Baker Brothers Life Sciences, L.P.(7)
    
    
    2,307,661
    
    
    
    4,364,404
    
    
    
    2,241,286
    
    
    
    348,730
    
    
    
    1,774,388
    
    
    
    4.2Caduceus Capital Master Fund Limited(8) +
    
    
    747,000
    
    
    
    1,947,030
    
    
    
    0
    
    
    
    203,471
    
    
    
    1,743,559
    
    
    
    4.1Caduceus Capital II, LP(8)+
    
    
    474,000
    
    
    
    1,824,024
    
    
    
    0
    
    
    
    228,903
    
    
    
    1,595,121
    
    
    
    3.8UBS Eucalyptus Fund, LLC(8) +

    
    497,000
    
    
    
    1,171,973
    
    
    
    0
    
    
    
    114,445
    
    
    
    1,057,528
    
    
    
    2.5PW Eucalyptus Fund, LLC(8)+

    
    61,000
    
    
    
    135,997
    
    
    
    0
    
    
    
    12,716
    
    
    
    123,281
    
    
    
    *Summer Street Life Sciences Hedge Fund Investors
LLC(8)
    
    
    192,000
    
    
    
    641,982
    
    
    
    0
    
    
    
    76,296
    
    
    
    565,686
    
    
    
    1.3Domain Public Equity Partners, L.P.(9) +
    
    
    139,520
    
    
    
    3,889,526
    
    
    
    0
    
    
    
    635,830
    
    
    
    3,253,696
    
    
    
    7.7Four-Fourteen Partners, LLC(10)

    
    4,112,532
    
    
    
    7,862,538
    
    
    
    0
    (19)
    
    
    635,830
    
    
    
    7,226,708
    
    
    
    17.1Special Situations Life Sciences Fund, LP(11) +
    
    
    0
    
    
    
    609,375
    
    
    
    0
    
    
    
    103,322
    
    
    
    506,053
    
    
    
    1.2Special Situations Fund III QP, LP(11) +
    
    
    0
    
    
    
    3,140,631
    
    
    
    0
    
    
    
    532,508
    
    
    
    2,608,123
    
    
    
    6.2Zeke, LP(12) +
    
    
    0
    
    
    
    2,500,017
    
    
    
    0
    
    
    
    423,889
    
    
    
    2,076,128
    
    
    
    4.9Perceptive Life Sciences Master Fund, Ltd.(13)
    
    
    0
    
    
    
    1,500,018
    
    
    
    0
    
    
    
    254,335
    
    
    
    1,245,683
    
    
    
    2.9PGE Partner
Fund, LP(14) +
    
    
    0
    
    
    
    450,021
    
    
    
    0
    
    
    
    76,303
    
    
    
    373,718
    
    
    
    *PGE Venture Fund, LLC(15)
    
    
    0
    
    
    
    125,034
    
    
    
    0
    
    
    
    21,200
    
    
    
    103,834
    
    
    
    *PGE Partner
Fund II, LP(16) +
    
    
    0
    
    
    
    299,988
    
    
    
    0
    
    
    
    50,864
    
    
    
    249,124
    
    
    
    *Cascade Capital Partners, L.P.(17)
    
    
    0
    
    
    
    624,975
    
    
    
    0
    
    
    
    105,967
    
    
    
    519,008
    
    
    
    1.2John Simon
    
    
    58,504
    
    
    
    433,489
    
    
    
    0
    
    
    
    63,580
    
    
    
    369,909
    
    
    
    *Clarion Capital Corporation(18)

    
    0
    
    
    
    312,507
    
    
    
    0
    
    
    
    52,987
    
    
    
    259,520
    
    
    
    *
 
 9




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##### Table of Contents



*
    
    Less than 1%+
    
    Purchaser in the 2006 Offering, as discussed below.(1)
    
    Beneficial ownership is a term broadly defined by the Securities and Exchange Commission in
Rule 13d-3 under the Exchange Act, and includes more than the typical form of stock ownership,
that is, stock held in the persons name. The term also includes what is referred to as
indirect ownership, meaning ownership of shares as to which a person has or shares
investment power. For purposes of this table, a person or group of persons is deemed to have
beneficial ownership of any shares that are currently exercisable or exercisable within 60
days of July 22, 2008.(2)
    
    None of the shares purchased in the 2004 Private Placement were sold under the registration
statement filed in connection with that offering.(3)
    
    Assumes the exchange of all Series A Exchangeable Preferred Stock offered in this prospectus
held by each of the selling stockholders for shares of Neurogen Corporations common stock.(4)
    
    Based upon a statement on Schedule 13D/A filed on April 14, 2008, Warburg Pincus Private
Equity VIII, L.P. (WP VIII) is the direct record owner of 8,571,429 shares of common stock,
192,307 shares of Series A Exchangeable Preferred Stock and a Warrant.  The sole general
partner of WP VIII is Warburg Pincus Partners, LLC, a New York limited liability company (WPP
LLC).  Warburg Pincus & Co., a New York general partnership (WP), is the managing member of
WPP LLC.  Warburg Pincus LLC, a New York limited liability company (WP LLC), manages WP
VIII.  Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and
Co-Presidents and Managing Members of WP LLC.  By reason of the provisions of Rule 16a-1 of
the Exchange Act, WP, WP LLC, WPP LLC, Mr. Kaye and Mr. Landy may be deemed to be the
beneficial owners of any securities that may be deemed to be beneficially owned by WP VIII. 
Each of WP, WP LLC, WPP LLC, Mr. Kaye and Mr. Landy all disclaim beneficial ownership of such
securities except to the extent of any pecuniary interest therein.(5)
    
    The shares are held by Tang Capital Partners, LP. Kevin C. Tang is the sole manager of Tang
Capital Management, LLC, which is the general partner of Tang Capital Partners, LP. Mr. Tang
disclaims beneficial ownership of the securities except to the extent of his pecuniary
interest therein.(6)
    
    Based on a Form 4 filed on April 11, 2008 by Baker/Tisch Capital (GP), all shares are held
directly by Baker Tisch Investments, L.P. Tisch Capital, L.P. is the sole general partner of
Baker Tisch Investments, L.P., the sole general partner of which Baker/Tisch (GP), LLC. Julian
Baker and Felix Baker are the controlling members of Baker/Tisch Capital (GP).(7)
    
    Based on a Form 4 filed on March 15, 2008 by Baker Bros. Capital (GP), LLC, all shares are
held directly by Baker Bros. Investments II, L.P. Baker Bros. Capital, L.P. is the sole
general partner of Baker Bros. Investments II, L.P. Baker Bros. Capital (GP), LLC is the sole
general partner of Baker Bros. Capital, L.P. Julian Baker and Felix Baker are the controlling
members of Baker Bros. Capital (GP), LLC.(8)
    
    The shares are held by OrbiMed Advisors LLC and OrbiMed Capital LLC. Samual D. Isaly is the
controlling member of OrbiMed Advisors LLC and OrbiMed Capital LLC.(9)
    
    All shares are held by Domain Public Equity Partners, L.P. (DPEP), whose sole general
partner is Domain Public Equity Associates, L.L.C. (DPEA).  The managing members of DPEA are
Nicole Vitullo and Domain Associates L.L.C.  The managing members of Domain Associates, L.L.C.
are James C. Blair, Brian H. Dovey, Jesse I. Treu, Kathleen K. Schoemaker, Robert J. More,
 Nicole Vitullo, and Brian Halak.  Nicole Vitullo and the other managing members of Domain
Associates, L.L.C. share voting and investment control over the securities held by DPEP and
disclaim beneficial ownership of such securities except to the extent of their pecuniary
interest therein.(10)
    
    Based upon a statement on Schedule 13G filed on February 13, 2007 by Andrew H. Tisch, Daniel
R. Tisch, James S. Tisch, Thomas J. Tisch and Joan H. Tisch. Because of certain business and
family relationships among the reporting persons, the statement was filed by them as a group
solely for informational purposes, and each of them disclaimed beneficial ownership of any
shares owned by any other reporting person 10




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except to the extent that beneficial ownership was
expressly reported therein. According to the statement,
each of Andrew H. Tisch, Daniel R. Tisch, James S. Tisch beneficially owned 947,108 shares;
Thomas J. Tisch beneficially owned 1,247,108 shares, including 300,000 shares held by
Four-Fourteen Partners LLC; and Joan H. Tisch beneficially owned 24,100 shares.(11)
    
    MGP Advisors Limited (MGP) is the general partner of the Special Situations Fund III, QP,
L.P. AWM Investment Company, Inc. (AWM) is the general partner of MGP, and the investment
adviser to Special Situations Fund III, QP, L.P. and Life Sciences Fund, L.P. Austin W. Marxe
and David M. Greenhouse are the principal owners of MGP and AWM. Through their control of MGP
and AWM, Messrs. Marxe and Greenhouse share voting and investment control over the portfolio
securities of each of the funds listed above.(12)
    
    Edward Antonian is the general partner of Zeke, LP and hold voting and dispositive power over
these shares.(13)
    
    The director of Perceptive Life Sciences Master Fund is Joseph Adelman, who exercises sole
voting and investment powers.(14)
    
    The shares are held by the PGE Partner Fund, L.P. Pacific Growth Equity Management, LLC is
the sole general partner of the PGE Partner Fund L.P. Stephen Massocca and John Menzies are
the natural persons with investment decision and voting power for this entity.(15)
    
    The shares are held by the PGE Venture Fund, LLC. Thomas Dietz is the sole managing member of
the PGE Venture Fund, LLC and is the natural person with investment decision and voting power
for this entity.(16)
    
    The shares are held by the PGE Partner Fund II. Pacific Growth Equity Management, LLC is the
sole general partner of the PGE Partner Fund II. Stephen Massocca and John Menzies are the
natural persons with investment decision and voting power for this entity.(17)
    
    Gryphon Capital Management, LLC is the general partner of Cascade Capital Partners, L.P.
Joseph E. Sweeney III is the managing member of Gryphon Capital Management, LLC.(18)
    
    Martin Cohen has voting and dispositive power for these shares.(19)
    
    Four-Fourteen Partners, LLC purchased 1,071,429 shares of our common stock in the 2004
Private Placement. These shares are not being registered for resale under this registration
statement.  Relationships between the Company and the Selling Stockholders
   11




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Number of Shares
    
    Percentage of Total IssuedCommon stock outstanding prior to 2006 Offering
    
    
    34,780,465
    
    
    
    20.1Common stock outstanding prior to 2006
Offering, not held by the selling
stockholders, our affiliates or the affiliates
of the selling stockholders
    
    
    16,522,540
    
    
    
    42.3Number of shares of common stock issued
    
    
    6,993,000
    
    
    
    100
  
 PLAN OF DISTRIBUTION
  
    
    ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;
    
    block trades in which the broker-dealer will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the transaction;
    
    through brokers, dealers or underwriters that may act solely as agents;
    
    purchases by a broker-dealer as principal and resale by the broker-dealer for its
account;
    
    an exchange distribution in accordance with the rules of the applicable exchange;
    
    privately negotiated transactions;
    
    short sales;
    
    through the writing or settlement of options or other hedging transactions entered into
after the effective date of the registration statement of which this prospectus is a part,
whether through an options exchange or otherwise;
    
    broker-dealers may agree with the selling stockholders to sell a specified number of
such shares at a stipulated price per share;
 12




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
    
    the distribution of such shares to partners, members or security holders of the selling
stockholders;
    
    a combination of any such methods of disposition; and
    
    any other method permitted pursuant to applicable law.
        13




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LEGAL MATTERS
  
 EXPERTS
  
 WHERE YOU CAN FIND MORE INFORMATION
  
 INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS
   14




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§
    
    Our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with
the SEC on March 17, 2008;§
    
    Our Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December
31, 2007, filed with the SEC on April 4, 2008;§
    
    Our Annual Report on Form 10-K/A (Amendment No. 2) for the fiscal year ended December
31, 2007, filed with the SEC on April 29, 2008;§
    
    Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the
SEC on May 12, 2008;§
    
    Our Current Reports on Form 8-K filed with the SEC on February 4, 2008, as amended on
February 5, 2008, February 6, 2008, as amended on February 19, 2008, February 8, 2008,
February 15, 2008, April 11, 2008, April 14, 2008,
April 24, 2008, May 16, 2008, May 23,
2008 and July 14, 2008; and§
    
    The description of our common stock contained in our Registration Statement on Form 8-A
filed with the SEC on February 21, 1990 as updated by Form 8-A/A filed with the SEC on
March 5, 1990.
    
  15




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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
 Item 14. Other Expenses of Issuance and Distribution.
  SEC Registration Fee
    
    $
    2,241NASDAQ Listing Fee
    
    $
    65,000Legal Fees and Expenses
    
    $
    110,000Accounting Fees and Expenses
    
    $
    15,000Total
    
    $
    192,241
 Item 15. Indemnification of Directors and Officers.
     II-1




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Item 16. Exhibits.
 EXHIBIT INDEX
 
 EXHIBITNUMBER
    
    DESCRIPTION3.1
    
    Restated Certificate of Incorporation, as amended effective June 8, 2007
(incorporated by reference to Exhibit 3.1 to the Companys Form 10-Q for the
quarterly period ended June 30, 2007).3.2
    
    By-Laws, as amended (incorporated by reference to Exhibit 3.6 to the Companys Form
10-K for the fiscal year ended December 31, 1993).3.3
    
    Certificate of Designations, Number, Voting Powers, Preferences and Rights of
Series A Exchangeable Preferred Stock of Neurogen Corporation, filed April 10, 2008
(incorporated by reference to Exhibit 4.2 to the Companys Form 8-K dated April 7,
2008).4.1
    
    Registration Rights Agreement, between the Company and the certain investors named
on Exhibit A thereto, dated April 7, 2008 (incorporated by reference to Exhibit 4.1
to the Companys Form 8-K dated April 7, 2008).4.2*
    
    Form of Series A Exchangeable Preferred Stock Certificate4.3*
    
    Form of Warrant Certificate4.4*
    
    Form of Common Stock Certificate5.1
    
    Opinion of Latham & Watkins LLP10.1
    
    Securities Purchase Agreement between the Company and the purchasers listed on
Exhibit A thereto, dated April 7, 2008 (incorporated by reference to Exhibit 4.2 to
the Companys Form 8-K dated April 7, 2008).23.1
    
    Consent of Latham & Watkins LLP (included in Exhibit 5.1)23.2
    
    Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm24.1*
    
    Powers of Attorney (included in signature page hereto)
 
 
 *
    
    Previously filed Item 17. Undertakings.
      provided however
 II-2




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##### Table of Contents



II-3




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##### Table of Contents



SIGNATURES
 
 th
 
 NEUROGEN CORPORATIONBy:
    /s/ Thomas A. PitlerThomas A. PitlerSenior Vice President and Chief Business and
Financial Officer 
  
 
 SIGNATURE
    
    TITLE
    
    DATE*Craig Saxton
    
    Chairman of the Board and Director
    
    July 24, 2008*Stephen R. Davis
    
    President and Chief Executive
Officer (Principal
    
    July 24, 2008Executive Officer) and Director*Felix J. Baker
    
    Director
    
    July 24, 2008*Julian C. Baker
    
    Director
    
    July 24, 2008*Eran Broshy
    
    Director
    
    July 24, 2008
 
 II-4




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##### Table of Contents



SIGNATURE
    
    TITLE
    
    DATE*Stewart Hen
    
    Director
    
    July 24, 2008*William H. Koster
    
    Director
    
    July 24, 2008*John L. LaMattina
    
    Director
    
    July 24, 2008*Jonathan S. Leff
    
    Director
    
    July 24, 2008*John Simon
    
    Director
    
    July 24, 2008
 /s/ Thomas A. PitlerThomas A. Pitler
    
    Senior Vice President and Chief
Business and
    
    July 24, 2008Financial Officer (Principal
Accounting Officer)
 
 * By:
    
    /s/ Thomas PitlerThomas A. PitlerAttorney-in-fact


II-5



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##### Table of Contents



EXHIBIT INDEX
 
 EXHIBITNUMBER
    
    DESCRIPTION3.1
    
    Restated Certificate of Incorporation, as amended effective June 8, 2007
(incorporated by reference to Exhibit 3.1 to the Companys Form 10-Q for the
quarterly period ended June 30, 2007).3.2
    
    By-Laws, as amended (incorporated by reference to Exhibit 3.6 to the Companys Form
10-K for the fiscal year ended December 31, 1993).3.3
    
    Certificate of Designations, Number, Voting Powers, Preferences and Rights of
Series A Exchangeable Preferred Stock of Neurogen Corporation, filed April 10, 2008
(incorporated by reference to Exhibit 4.2 to the Companys Form 8-K dated April 7,
2008).4.1
    
    Registration Rights Agreement, between the Company and the certain investors named
on Exhibit A thereto, dated April 7, 2008 (incorporated by reference to Exhibit 4.1
to the Companys Form 8-K dated April 7, 2008).4.2*
    
    Form of Series A Exchangeable Preferred Stock Certificate4.3*
    
    Form of Warrant Certificate4.4*
    
    Form of Common Stock Certificate5.1
    
    Opinion of Latham & Watkins LLP10.1
    
    Securities Purchase Agreement between the Company and the purchasers listed on
Exhibit A thereto, dated April 7, 2008 (incorporated by reference to Exhibit 4.2 to
the Companys Form 8-K dated April 7, 2008).23.1
    
    Consent of Latham & Watkins LLP (included in Exhibit 5.1)23.2
    
    Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm24.1*
    
    Powers of Attorney (included in signature page hereto)
 
 
 *
    
    Previously filed II-6