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                                                                    EXHIBIT 10.3

THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD,
ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY (WHICH SHALL BE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY) THAT REGISTRATION UNDER SAID ACT IS NOT
REQUIRED.

                                     WARRANT

                      To Purchase Shares of Common Stock of

                            DOV PHARMACEUTICAL, INC.

          THIS IS TO CERTIFY THAT [_______________], or registered assigns (the
"HOLDER"), is entitled, at any time prior to the Expiration Date (as hereinafter
defined), to purchase from DOV Pharmaceutical, Inc. a Delaware corporation (the
"COMPANY"), [________________]shares of Common Stock (as hereinafter defined and
subject to adjustment as provided herein), in whole or in part, at a purchase
price of $16.00 per share, all on and subject to the terms and conditions
hereinafter set forth.

          1.    DEFINITIONS. As used in this Warrant, the following terms have
the respective meanings set forth below:

          "AFFILIATE" means any person or entity that, directly or indirectly
through one or more intermediaries, controls or is controlled by or is under
common control with a person or entity, as such terms are used in and construed
under Rule 144 under the Securities Act. With respect to a Holder of Warrants,
any investment fund or managed account that is managed on a discretionary basis
by the same investment manager as such holder, and any member or partner of such
Holder, will be deemed to be an Affiliate of such Holder.

          "APPRAISED VALUE" means, in respect of any share of Common Stock on
any date herein specified, the fair saleable value of such share of Common Stock
(determined without giving effect to the discount for a minority interest, but
taking into account any lack of liquidity of the Common Stock or to the fact
that the Company may have no class of equity registered under the Exchange Act)
as of the date specified, based on the value of the Company on a fully-diluted
basis, as determined by a nationally recognized investment banking firm selected
by the Company's Board of Directors.

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          "BUSINESS DAY" means any day that is not a Saturday or Sunday or a day
on which banks are required or permitted to be closed in the State of New York.

          "CLOSING DATE" means July 1, 2003.

          "COMMISSION" means the Securities and Exchange Commission or any other
federal agency then administering the Securities Act and other federal
securities laws.

          "COMMON STOCK" means (except where the context otherwise indicates)
the Common Stock, $0.0001 par value per share, of the Company as constituted on
the Closing Date, and any capital stock into which such Common Stock may
thereafter be changed or converted, and shall also include (i) capital stock of
the Company of any other class (regardless of how denominated) issued to the
holders of shares of Common Stock upon any reclassification thereof which is
also not preferred as to dividends or assets on liquidation over any other class
of stock of the Company and which is not subject to redemption and (ii) shares
of common stock of any successor or acquiring corporation received by or
distributed to the holders of Common Stock of the Company in the circumstances
contemplated by Section 4.8.

          "CURRENT MARKET PRICE" means, in respect of any share of Common Stock
on any date herein specified, if there is not then be a public market for the
Common Stock, the Appraised Value per share of Common Stock at such date, or if
there is a public market for the Common Stock, the average of the daily market
prices for twenty (20) consecutive Trading Days immediately preceding such date.
The daily market price for each such Trading Day shall be (i) the last sale
price on such day on the principal stock exchange on which such Common Stock is
then listed or admitted to trading, (ii) if no sale takes place on such day on
any such exchange, the average of the last reported closing bid and asked prices
on such day as officially quoted on any such exchange, (iii) if the Common Stock
is not then listed or admitted to trading on any stock exchange, the average of
the last reported closing bid and asked prices on such day in the
over-the-counter market, as furnished by the National Association of Securities
Dealers Automatic Quotation System or the National Quotation Bureau, Inc., (iv)
if neither such corporation at the time is engaged in the business of reporting
such prices, as furnished by any similar firm then engaged in such business, or
(v) if there is no such firm, as furnished by any member of the NASD selected
mutually by the holder of this Warrant and the Company or, if they cannot agree
upon such selection, as selected by two such members of the NASD, one of which
shall be selected by holder of this Warrant and one of which shall be selected
by the Company.

          "CURRENT WARRANT PRICE" means, in respect of a share of Common Stock
at any date herein specified, the price at which a share of Common Stock may be
purchased pursuant to this Warrant on such date. Unless the Current Warrant
Price is adjusted pursuant to the terms herein, the initial Current Warrant
Price shall be $16.00 per share.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.

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          "EXERCISE PERIOD" means the period during which this Warrant is
exercisable pursuant to Section 2.1.

          "EXPIRATION DATE" means July 1, 2006.

          "GAAP" means generally accepted accounting principles in the United
States of America, consistently applied and as from time to time in effect.

          "NASD" means the National Association of Securities Dealers, Inc., or
any successor corporation thereto.

          "PERSON" means any individual, sole proprietorship, partnership, joint
venture, trust, incorporated organization, association, corporation, limited
liability company, institution, public benefit corporation, entity or government
(whether federal, state, county, city, municipal or otherwise, including any
instrumentality, division, agency, body or department thereof).

          "SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same is in effect at the time.

          "SECURITIES PURCHASE AGREEMENT" means that certain Securities Purchase
Agreement dated as of the date hereof among the Company and the other parties
named therein.

          "TRADING DAY" means any day on which the primary market on which
shares of Common Stock are listed is open for trading.

          "WARRANTS" means this Warrant and all warrants issued upon transfer,
division or combination of, or in substitution for, any thereof. All Warrants
shall at all times be identical as to terms and conditions and date, except as
to the number of shares of Common Stock for which they may be exercised.

          "WARRANT PRICE" means an amount equal to (i) the number of shares of
Common Stock being purchased upon exercise of this Warrant pursuant to Section
2.1, multiplied by (ii) the Current Warrant Price.

          2.    EXERCISE OF WARRANT.

          2.1.  MANNER OF EXERCISE. From and after the Closing Date, and until
5:00 P.M., New York time, on the Expiration Date (the "EXERCISE PERIOD"), the
Holder may exercise this Warrant, on any Business Day, for all or any part of
the number of shares of Common Stock purchasable hereunder.

          In order to exercise this Warrant, in whole or in part, the Holder
shall deliver to the Company at its principal office or at the office or agency
designated by the Company pursuant to Section 12, (i) a written notice of
Holder's election to exercise this Warrant, which notice shall specify the
number of shares of Common Stock to be purchased, (ii) payment of the

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Warrant Price as provided herein, and (iii) this Warrant. Such notice shall be
substantially in the form of the subscription form appearing at the end of this
Warrant as EXHIBIT A, duly executed by the Holder or its agent or attorney. Upon
receipt thereof, the Company shall, as promptly as practicable, and in any event
within ten (10) Business Days thereafter, execute or cause to be executed and
deliver or cause to be delivered to the Holder a certificate or certificates
representing the aggregate number of full shares of Common Stock issuable upon
such exercise, together with cash in lieu of any fraction of a share, as
hereinafter provided. The stock certificate or certificates so delivered shall
be, to the extent possible, in such denomination or denominations as the Holder
shall request in the notice and shall be registered in the name of the Holder or
such other name as shall be designated in the notice. This Warrant shall be
deemed to have been exercised and such certificate or certificates shall be
deemed to have been issued, and the Holder or (if the transfer is permitted
hereunder) any other Person so designated to be named therein shall be deemed to
have become a Holder of record of such shares for all purposes, as of the date
when the notice, together with the payment of the Warrant Price and this
Warrant, is received by the Company as described above. If this Warrant is
exercised in part, the Company shall, at the time of delivery of the certificate
or certificates representing the Common Stock issuable upon such partial
exercise, deliver to the Holder a new Warrant evidencing the rights of the
Holder to purchase the unpurchased shares of Common Stock called for by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant, or at the request of the Holder, appropriate notation may be made on
this Warrant and the same returned to the Holder.

          Payment of the Warrant Price may be made at the option of the Holder
by: (i) certified or official bank check payable to the order of the Company,
(ii) wire transfer to the account of the Company or (iii) the surrender and
cancellation of a portion of shares of Common Stock then held by the Holder or
credit toward the Warrant Price of a portion of shares of Common Stock otherwise
issuable upon such exercise of this Warrant, which shall be valued and credited
toward the total Warrant Price due the Company for the exercise of the Warrant
based upon the Current Market Price of the Common Stock. All shares of Common
Stock issuable upon the exercise of this Warrant pursuant to the terms hereof
shall be validly issued and, upon payment of the Warrant Price, shall be fully
paid and nonassessable and not subject to any preemptive rights.

          2.2.  NO FRACTIONAL SHARES. The Company shall not be required to issue
a fractional share of Common Stock upon exercise of any Warrant. As to any
fraction of a share that the Holder of one or more Warrants, the rights under
which are exercised in the same transaction, would otherwise be entitled to
purchase upon such exercise shall be cancelled or, if a portion of the Warrant
is exercised, carried forward and taken into account in future exercises, the
Company shall pay an amount in cash equal to the Current Market Price per share
of Common Stock on the date of exercise multiplied by such fraction.

          2.3.  CONTINUED VALIDITY. A Holder of shares of Common Stock issued
upon the exercise of this Warrant, in whole or in part (other than a Holder who
acquires such shares after the same have been publicly sold pursuant to a
Registration Statement under the Securities Act or sold pursuant to Rule 144
thereunder), shall continue to be entitled with respect to such

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shares to all rights to which it would have been entitled as the Holder under
Sections 10 and 13 of this Warrant.

          3.    TRANSFER, DIVISION AND COMBINATION.

          3.1.  TRANSFER. The Warrants and the Common Stock issuable hereunder
shall be freely transferable, subject to compliance with all applicable laws,
including, but not limited to the Securities Act; provided, however, that a
Holder must obtain the prior written consent of the Company in order to transfer
Warrants representing the right to purchase less than 100,000 shares of Common
Stock. If, at the time of the surrender of this Warrant in connection with any
transfer of this Warrant or the Common Stock issuable hereunder, this Warrant or
such Common Stock, as applicable, shall not be registered under the Securities
Act and under applicable state securities or blue sky laws, the Company may
require, as a condition of allowing such transfer, that the Holder or transferee
of this Warrant or such Common Stock, as the case may be, furnish to the Company
a written opinion of counsel that is reasonably acceptable to the Company (it
being understood that Wollmuth Maher & Deutsch LLP shall be deemed acceptable
counsel) to the effect (i) that such transfer may be made without registration
under the Securities Act and under applicable state securities or blue sky laws,
(ii) that the Holder or transferee execute and deliver to the Company an
investment letter in form and substance acceptable to the Company and
substantially in the form attached as EXHIBIT C hereto and (iii) that the
transferee be an "accredited investor" as defined in Rule 501(a) promulgated
under the Securities Act. Notwithstanding the foregoing, no opinion of counsel
shall be required with respect to the transfer of this Warrant to an Affiliate
of a Holder. Transfer of this Warrant and all rights hereunder, in whole or in
part, shall be registered on the books of the Company to be maintained for such
purpose, upon surrender of this Warrant at the principal office of the Company
referred to in Section 2.1 or the office or agency designated by the Company
pursuant to Section 12, together with a written assignment of this Warrant
substantially in the form of EXHIBIT B hereto duly executed by the Holder or its
agent or attorney and funds sufficient to pay any transfer taxes payable upon
the making of such transfer. Upon such surrender and, if required, such payment,
the Company shall execute and deliver a new Warrant or Warrants in the name of
the assignee or assignees and in the denomination specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the
portion of this Warrant not so assigned, and this Warrant shall promptly be
cancelled. Notwithstanding anything herein to the contrary, this Warrant may not
be transferred or assigned in whole or in part without compliance with
applicable federal and state securities laws. Following a transfer that complies
with the requirements of this Section 3.1, the Warrant may be exercised by a new
Holder for the purchase of shares of Common Stock regardless of whether the
Company issued or registered a new Warrant on the books of the Company.

          3.2.  RESTRICTIVE LEGEND. Each certificate for Common Stock initially
issued upon the exercise of this Warrant, and each certificate for Common Stock
issued to any subsequent transferee of any such certificate, shall be stamped or
otherwise imprinted with a legend in substantially the following form:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES

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          ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
          SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
          HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A
          REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
          EFFECTIVE UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN AVAILABLE
          EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT RELATING TO THE
          DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE
          SECURITIES AND BLUE SKY LAWS."

          3.3.  DIVISION AND COMBINATION; EXPENSES; BOOKS. This Warrant may be
divided or combined with other Warrants upon presentation hereof at the
aforesaid office or agency of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with
Section 3.1 as to any transfer that may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. The Company shall prepare, issue and deliver at its own
expense the new Warrant or Warrants under this Section 3.3. The Company agrees
to maintain or to cause to be maintained, at its aforesaid office or agency,
books for the registration and the registration of transfer of the Warrants.

          4.    ADJUSTMENTS. The number of shares of Common Stock for which this
Warrant is exercisable, and the Current Warrant Price at which such shares may
be purchased upon exercise of this Warrant, shall be subject to adjustment from
time to time as set forth in this Section 4. The Company shall give the Holder
notice of any event described below that requires an adjustment pursuant to this
Section 4 in accordance with Sections 5.1 and 5.2.

          4.1   STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If at any time
while this Warrant is outstanding the Company shall:

                i.    declare a dividend or make a distribution on its
          outstanding shares of Common Stock in shares of Common Stock,

                ii.   subdivide its outstanding shares of Common Stock into a
          larger number of shares of Common Stock, or

                iii.  combine its outstanding shares of Common Stock into a
          smaller number of shares of Common Stock,

then:

                (1)   the number of shares of Common Stock acquirable upon
                      exercise of this Warrant immediately after the occurrence
                      of any such event shall be adjusted to equal the number of
                      shares of Common Stock

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                      that a record holder of the same number of shares of
                      Common Stock that would have been acquirable under this
                      Warrant immediately prior to the record date for such
                      dividend or distribution or the effective date of such
                      subdivision or combination would own or be entitled to
                      receive after such record date or the effective date of
                      such subdivision or combination, as applicable, and

                (2)   the Warrant Price shall be adjusted to equal:

                      (A)  the Current Warrant Price in effect at the time of
                           the record date for such dividend or distribution or
                           of the effective date of such subdivision or
                           combination, multiplied by the number of shares of
                           Common Stock into which this Warrant is exercisable
                           immediately prior to the adjustment, DIVIDED BY

                      (B)  the number of shares of Common Stock into which this
                           Warrant is exercisable immediately after such
                           adjustment.

Any adjustment made pursuant to clauses (i), (ii) or (iii) of this paragraph
shall become effective immediately after the effective date of such dividend,
subdivision or combination.

          4.2   CERTAIN LIMITATIONS. Notwithstanding anything herein to the
contrary, the Company agrees not to enter into any transaction that, by reason
of any adjustment hereunder, would cause the Current Warrant Price to be less
than the par value per share of Common Stock.

          4.3   STOCK TRANSFER TAXES. The issue of stock certificates upon
exercise of this Warrant shall be made without charge to the holder for any tax
in respect of such issue. The Company shall not, however, be required to pay any
tax which may be payable in respect of any transfer involved in the issue and
delivery of shares in any name other than that of the holder of this Warrant,
and the Company shall not be required to issue or deliver any such stock
certificate unless and until the person or persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid.

          5.    NOTICES TO WARRANT HOLDERS.

          5.1.  CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
adjustment or readjustment of the Current Warrant Price, the Company, at its
expense, shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and prepare and furnish to the Holder of this Warrant a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based. The Company
shall, upon the written request at any time of the Holder of this Warrant,
furnish or cause to be furnished to such Holder a like certificate setting forth
(i) such adjustments and readjustments, (ii) the Current Warrant Price at the
time in effect and (iii) the number of shares of Common

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Stock and the amount, if any, or other property which at the time would be
received upon the exercise of Warrants owned by such Holder.

          5.2.  NOTICE OF CORPORATE ACTION. If at any time:

                (a)   the Company shall take a record of the holders of its
     Common Stock for the purpose of entitling them to receive a dividend (other
     than a cash dividend payable out of earnings or earned surplus legally
     available for the payment of dividends under the laws of the jurisdiction
     of incorporation of the Company) or other distribution, or any right to
     subscribe for or purchase any evidences of its indebtedness, any shares of
     stock of any class or any other securities or property, or to receive any
     other right, or

                (b)   there shall be any capital reorganization of the Company,
     any reclassification or recapitalization of the capital stock of the
     Company or any consolidation or merger of the Company with, or any sale,
     transfer or other disposition of all or substantially all the property,
     assets or business of the Company to, another corporation, or

                (c)   there shall be a voluntary or involuntary dissolution,
     liquidation or winding up of the Company; then, in any one or more of such
     cases, the Company shall give to the Holder (i) sufficient advance written
     notice of not less than fifteen (15) days of the date on which a record
     date shall be selected for such dividend, distribution or right or for
     determining rights to vote in respect of any such reorganization,
     reclassification, merger, consolidation, sale, transfer, disposition,
     dissolution, liquidation or winding up, and (ii) in the case of any such
     reorganization, reclassification, merger, consolidation, sale, transfer,
     disposition, dissolution, liquidation or winding up, sufficient advance
     written notice of not less than fifteen (15) days of the date when the same
     shall take place. Such notice in accordance with the foregoing clause also
     shall specify (i) the date on which any such record is to be taken for the
     purpose of such dividend, distribution or right, the date on which the
     holders of Common Stock shall be entitled to any such dividend,
     distribution or right, and the amount and character thereof, and (ii) the
     date on which any such reorganization, reclassification, merger,
     consolidation, sale, transfer, disposition, dissolution, liquidation or
     winding up is to take place and the time, if any such time is to be fixed,
     as of which the holders of Common Stock shall be entitled to exchange their
     shares of Common Stock for securities or other property deliverable upon
     such reorganization, reclassification, merger, consolidation, sale,
     transfer, disposition, dissolution, liquidation or winding up. Each such
     written notice shall be sufficiently given if addressed to the Holder at
     the last address of the Holder appearing on the books of the Company and
     delivered in accordance with Section 15.2.

          5.3.  NO RIGHTS AS SHAREHOLDER. This Warrant does not entitle the
Holder to any voting or other rights as a shareholder of the Company prior to
exercise and payment of the Warrant Price in accordance with the terms hereof.

          6.    NO IMPAIRMENT. The Company shall not by any action, including,
without limitation, amending its articles of incorporation or through any
reorganization, transfer

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of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such actions as
may be necessary or appropriate to protect the rights of the Holder against
impairment. Without limiting the generality of the foregoing, the Company will
(a) not increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (b) take all such action as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock upon the exercise of
this Warrant, and (c) use its commercially reasonable efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Warrant. Upon the request of the Holder, the Company will
at any time during the period this Warrant is outstanding acknowledge in
writing, in form satisfactory to the Holder, the continuing validity of this
Warrant and the obligations of the Company hereunder.

          7.    RESERVATION AND AUTHORIZATION OF COMMON STOCK: REGISTRATION WITH
APPROVAL OF ANY GOVERNMENTAL AUTHORITY. From and after the Closing Date, the
Company shall at all times reserve and keep available for issue upon the
exercise of Warrants such number of its authorized but unissued shares of Common
Stock as will be sufficient to permit the exercise in full of all outstanding
Warrants. All shares of Common Stock that shall be so issuable, shall be duly
authorized and when issued upon exercise of any Warrant and payment therefor in
accordance with the terms of such Warrant, shall be validly issued, fully paid
and nonassessable. Before taking any action which would cause an adjustment
reducing the Current Warrant Price below the then par value, if any, of the
shares of Common Stock issuable upon exercise of the Warrants, the Company shall
take any corporate action that may be necessary in order that the Company may
validly and legally issue fully paid and non-assessable shares of such Common
Stock at such adjusted Current Warrant Price. Before taking any action which
would result in an adjustment in the number of shares of Common Stock for which
this Warrant is exercisable or in the Current Warrant Price, the Company shall
obtain all such authorizations or exemptions thereof, or consents thereto, as
may be necessary from any public regulatory body or bodies having jurisdiction
thereof. If any shares of Common Stock required to be reserved for issuance upon
exercise of Warrants require registration or qualification with any governmental
authority under any federal or state law before such shares may be so issued
(other than as a result of a prior or contemplated distribution by the Holder of
this Warrant), the Company will in good faith and as expeditiously as possible
and at its expense endeavor to cause such shares to be duly registered.

          8.    TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS. In the case
of all dividends or other distributions by the Company to the holders of its
Common Stock with respect to which any provision of Section 4 refers to the
taking of a record of such holders, the Company will in each such case take or
cause to be taken such a record, which record will be taken as of the close of
business on a Business Day. The Company will not at any time, except upon
dissolution, liquidation or winding up of the Company, close its stock transfer
books or Warrant transfer books so as to result in preventing or delaying the
exercise or transfer of any Warrant.

                                        9
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          9.    REGISTRATION RIGHTS. The Common Stock issuable hereunder shall
be registered in accordance with the terms and conditions contained in that
certain Registration Rights Agreement dated of even date hereof, among the
Holder, the Company and the other parties named therein (the "Registration
Rights Agreement").

          10.   SUPPLYING INFORMATION. Upon any default by the Company of its
obligations hereunder, the Company shall cooperate with the Holder in supplying
such information as may be reasonably necessary for such Holder to complete and
file any information reporting forms presently or hereafter required by the
Commission as a condition to the availability of an exemption from the
Securities Act for the sale of any Warrant or Common Stock issuable thereunder.

          11.   LOSS OR MUTILATION. Upon receipt by the Company from the Holder
of evidence reasonably satisfactory to it of the ownership of and the loss,
theft, destruction or mutilation of this Warrant and indemnity or security
reasonably satisfactory to it and reimbursement to the Company of all reasonable
expenses incidental thereto and in case of mutilation upon surrender and
cancellation hereof, the Company will execute and deliver in lieu hereof a new
Warrant of like tenor to the Holder; PROVIDED, HOWEVER, that in the case of
mutilation, no indemnity shall be required if this Warrant in identifiable form
is surrendered to the Company for cancellation.

          12.   OFFICE OF THE COMPANY. As long as any of the Warrants remain
outstanding, the Company shall maintain an office or agency (which may be the
principal executive offices of the Company) where the Warrants may be presented
for exercise, registration of transfer, division or combination as provided in
this Warrant.

          13.   FILINGS. The Company will file on or before the required date
all regular or periodic reports (pursuant to the Exchange Act) with the
Commission, unless an extension with regard to any such filing is available and
the Company avails itself of such extension and complies with all rules and
regulations in respect thereof.

          14.   LIMITATION OF LIABILITY. No provision hereof, in the absence of
affirmative action by the Holder to purchase shares of Common Stock, and no
enumeration herein of the rights or privileges of the Holder hereof, shall give
rise to any liability of the Holder for the purchase price of any Common Stock,
whether such liability is asserted by the Company or by creditors of the
Company.

          15.   MISCELLANEOUS.

          15.1. NONWAIVER AND EXPENSES. No course of dealing or any delay or
failure during the Exercise Period to exercise any right hereunder on the part
of the Holder shall operate as a waiver of such right or otherwise prejudice
Holder's rights, powers or remedies. If the Company fails to make, when due, any
payments provided for hereunder, or fails to comply with any other provision of
this Warrant, the Company shall pay to the Holder such amounts as shall be
sufficient to cover any third party costs and expenses including, but not
limited to, reasonable attorneys' fees, including those of appellate
proceedings, incurred by the Holder in collecting

                                       10
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any amounts due pursuant hereto or in otherwise enforcing any of its rights,
powers or remedies hereunder.

          15.2. NOTICE GENERALLY. All notices, requests, demands or other
communications provided for herein shall be in writing and shall be deemed to
have been given the next Business Day after being deposited with a nationally
recognized overnight courier such as Federal Express, or when personally
delivered, or successfully sent by facsimile transmission as evidenced by a fax
machine confirmation report thereof, addressed, as the case may be, to the
Holder at the address on the books and records of the Company, with a copy to
Wollmuth Maher & Deutsch LLP, 500 Fifth Avenue, New York, New York 10110,
Attention: Mason H. Drake, Facsimile No. (212) 382-0050, if to an OrbiMed
Entity; or to the Company, DOV Pharmaceutical, Inc., 433 Hackensack Avenue,
Hackensack New Jersey 07601, with a copy to Goodwin Procter LLP, 599 Lexington
Avenue, New York, New York, 10022, Attention: Joseph R. Siegelbaum, Esq., or to
such other person or address as either party shall designate to the other from
time to time in writing forwarded in like manner.

          15.3. SUCCESSORS AND ASSIGNS. Subject to compliance with the
provisions of Section 3.1, this Warrant and the rights evidenced hereby shall
inure to the benefit of and be binding upon the successors of the Company and
the successors and assigns of the Holder. The provisions of this Warrant are
intended to be for the benefit of all Holders from time to time of this Warrant,
and shall be enforceable by any such Holder.

          15.4. AMENDMENT. This Warrant may be modified or amended or the
provisions of this Warrant waived with the written consent of the Company and
the Holder.

          15.5. SEVERABILITY. Wherever possible, each provision of this Warrant
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be modified to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Warrant.

          15.6. HEADINGS. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant

          15.7. GOVERNING LAW. This Warrant and the transactions contemplated
hereby shall be deemed to be consummated in the State of New York and shall be
governed by and interpreted in accordance with the local laws of the State of
New York without regard to the provisions thereof relating to conflict of laws.
The Company hereby irrevocably consents to the exclusive jurisdiction of the
State and Federal courts located in New York City, New York in connection with
any action or proceeding arising out of or relating to this Warrant. In any such
litigation the Company agrees that the service thereof may be made by certified
or registered mail directed to the Company at its address set forth in
Section 15.2.

                            (SIGNATURE PAGE FOLLOWS)

                                       11
<Page>

          IN WITNESS WHEREOF, DOV Pharmaceutical, Inc. has caused this Warrant
to be executed by its duly authorized officer and attested by its Secretary.


Dated: July 1, 2003


                                        DOV PHARMACEUTICAL, INC.


                                        By:
                                              ------------------------
                                              Name:
                                              Title:

Attest:


By:
   ----------------------------------
  Name:
  Title: Secretary


Agreed and Acknowledged:


----------------------------------
Holder:


By:
   ----------------------------------
  Name:
  Title:

<Page>

                                    EXHIBIT A

                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]

The undersigned registered owner of this Warrant exercises this Warrant for the
purchase of shares of Common Stock of DOV Pharmaceutical, Inc., and herewith
makes payment therefor, all at the price and on the terms and conditions
specified in this Warrant and requests that certificates for the shares of
Common Stock hereby purchased (and any securities or other property issuable
upon such exercise) be issued in the name of and delivered to and whose address
is ____________. [And, if such shares of Common Stock shall not include all of
the shares of Common Stock issuable as provided in this Warrant, that a new
Warrant of like tenor and date for the balance of the shares of Common Stock
issuable hereunder be delivered to the undersigned.]


               (Name of Registered Owner)


               (Signature of Registered Owner)


               (Street Address)


               (State) (Zip Code)


NOTICE:   The signature on this subscription must correspond with the name as
          written upon the face of the Warrant in every particular, without
          alteration or enlargement or any change whatsoever.

<Page>

                                    EXHIBIT B

                                 ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned registered owner of this Warrant for the
purchase of shares of DOV Pharmaceutical, Inc. hereby sells, assigns and
transfers unto the Assignee named below all of the rights of the undersigned
under this Warrant, with respect to the number of shares of common Stock set
forth below:

Name and Address of Assignee

No. of Shares of Common Stock

and does hereby irrevocably constitute and appoint _______________
attorney-in-fact to register such transfer on the books of the Company,
maintained for the purpose, with full power of substitution in the premises.

Dated: Print Name:

Signature:

Witness:

NOTICE: The signature on this assignment must correspond with the name as
written upon the face of the Warrant in every particular, without alteration or
enlargement or any change whatsoever.

<Page>

                                    EXHIBIT C
                    FORM OF INVESTMENT REPRESENTATION LETTER

                        INVESTMENT REPRESENTATION LETTER

     In connection with the acquisition of [warrants (the "Warrants") to
purchase ____ shares of common stock of DOV Pharmaceutical, Inc. (the
"Company"), par value $0.0001 per share (the "Common Stock")][___shares of
common stock of DOV Pharmaceutical, Inc. (the "Company"), par value $0.0001 per
share (the "Common Stock") upon the exercise of warrants by ________], by
_______________ (the "Holder") from _____________, the Holder hereby represents
and warrants to the Company as follows:

     The Holder (i) is an "Accredited Investor" as that term is defined in Rule
501 of Regulation D promulgated under the Securities Act of 1933, as amended
(the "Act"); and (ii) has the ability to bear the economic risks of such
Holder's prospective investment, including a complete loss of Holder's
investment in the Warrants and the shares of Common Stock issuable upon the
exercise thereof (collectively, the "Securities"). The Holder, by acceptance of
the Warrants, represents and warrants to the Company that the Warrants and all
securities acquired upon any and all exercises of the Warrants are purchased for
the Holder's own account for investment, and not with view to distribution of
either the Warrants or any securities purchasable upon exercise thereof.

     The Holder acknowledges that (i) the Securities have not been registered
under the Securities Act, (ii) the Securities are "restricted securities" and
the certificate(s) representing the Securities shall bear the following legend,
or a similar legend to the same effect, until (A) in the case of the shares of
Common Stock underlying the Warrants, such shares shall have been registered for
resale by the Holder under the Securities Act and effectively been disposed of
in accordance with a registration statement that has been declared effective; or
(B) in the opinion of counsel for the Company such Securities may be sold
without registration under the Securities Act or any applicable "Blue Sky" or
state securities laws:

          "[NEITHER] THE SECURITIES REPRESENTED BY THIS CERTIFICATE [NOR
     THE SECURITIES INTO WHICH THEY ARE EXERCISABLE] HAVE [NOT] BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
     AND ALL SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
     AS SET FORTH IN THIS CERTIFICATE. [NEITHER] THE SECURITIES REPRESENTED
     HEREBY [NOR THE SECURITIES INTO WHICH THEY ARE EXERCISABLE] MAY [NOT]
     BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
     EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN
     OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY,
     TO THE EFFECT THAT THE PROPOSED SALE,

<Page>

     TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER
     THE SECURITIES ACT."

     IN WITNESS WHEREOF, the Holder has caused this Investment Representation
Letter to be executed in its corporate name by its duly authorized officer this
__ day of ____ 200_.

                                  [Name]

                                   By:
                                      ------------------------------
                                      Name:
                                      Title: