**INCENTIVE
      STOCK OPTION AGREEMENT**





THIS
      AGREEMENT, made effective as of the ____ day of  _____, 2008, by and
      between DOV Pharmaceutical, Inc., a Delaware corporation (the “Company”), and
      _________________  (“Participant”). Except
      as
      otherwise indicated by the context, the term "Participant," as used in this
      agreement, shall be deemed to include any person who validly acquires the right
      to exercise this option under its terms.


**W
      I T N E S S E T H** :





WHEREAS,
      Participant on the date hereof is an employee or officer of the Company or
      one
      of its Subsidiaries; and





WHEREAS,
      the Company wishes to grant an incentive stock option to Participant to purchase
      shares of the Company’s Common Stock pursuant to the Company’s 2007 Stock Award
      and Incentive Plan (the “Plan”); and





WHEREAS,
      the Administrator of the Plan has authorized the grant of an incentive stock
      option to Participant and has determined that, as of the effective date of
      this
      Agreement, the fair market value of the Company’s Common Stock is
      $_____.





NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants herein
      contained, the parties hereto agree as follows:





1. Grant
      of Option .
      The
      Company hereby grants to Participant on the date set forth above (the “Date of
      Grant”), the right and option (the “Option”) to purchase all or portions of an
      aggregate of 3,228,500 shares of Common Stock at a per share price as detailed
      in the chart below, on the terms and conditions set forth herein, and subject
      to
      adjustment pursuant to Section 11(c) of the Plan. This Option is intended to
      be
      an incentive stock option within the meaning of Section 422, or any
      successor provision, of the Internal Revenue Code of 1986, as amended (the
      “Code”), and the regulations thereunder, to the extent permitted under Code
      Section 422(d).





Number
                of Options
            Exercise
                Price





2. Duration
      and Exercisability .





a. General .
      The
      term during which this Option may be exercised shall terminate as detailed
      in
      the chart below, except as otherwise provided in Paragraphs 2(b) through 2(e)
      below. This Option shall become exercisable according to the following schedule:








**Number
                of Options**
            
            **Vesting
                % and Dates**
            
            **Vested
                Amount**
            
            **Termination
                Date**




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Once
      the
      Option becomes exercisable to the extent of one hundred percent (100%) of the
      aggregate number of shares specified in Paragraph 1, Participant may
      continue to exercise this Option under the terms and conditions of this
      Agreement until the termination of the Option as provided herein. If Participant
      does not purchase upon an exercise of this Option the full number of shares
      which Participant is then entitled to purchase, Participant may purchase upon
      any subsequent exercise prior to this Option’s termination such previously
      unpurchased shares in addition to those Participant is otherwise entitled to
      purchase.





b. Termination
      of Employment (other than Cause, Disability or Death) .
      If
      Participant’s employment with the Company or any Subsidiary is terminated for
      any reason other than disability or death, this Option shall completely
      terminate on the earlier of (i) the close of business on the three-month
      anniversary date of such termination of employment, and (ii) the expiration
      date of this Option stated in Paragraph 2(a) above. In such period following
      the
      termination of Participant’s employment, this Option shall be exercisable only
      to the extent the Option was exercisable on the vesting date immediately
      preceding such termination of employment, but had not previously been exercised.
      To the extent this Option was not exercisable upon such termination of
      employment, or if Participant does not exercise the Option within the time
      specified in this Paragraph 2(b), all rights of Participant under this
      Option shall be forfeited.





c. Disability .
      If
      Participant’s employment terminates because of disability (as defined in Code
      Section 22(e), or any successor provision), this Option shall terminate on
      the earlier of (i) the close of business on the twelve-month anniversary
      date of such termination of employment, and (ii) the expiration date of
      this Option stated in Paragraph 2(a) above. In such period following the
      termination of Participant’s employment, this Option shall be exercisable only
      to the extent the Option was exercisable on the vesting date immediately
      preceding such termination of employment, but had not previously been exercised.
      To the extent this Option was not exercisable upon such termination of
      employment, or if Participant does not exercise the Option within the time
      specified in this Paragraph 2(c), all rights of Participant under this
      Option shall be forfeited.





d. Death .
      In the
      event of Participant’s death, this Option shall terminate on the earlier of
      (i) the close of business on the twelve-month anniversary of the date of
      Participant’s death, and (ii) the expiration date of this Option stated in
      Paragraph 2(a) above. In such period following Participant’s death, this Option
      may be exercised by the person or persons to whom Participant’s rights under
      this Option shall have passed by Participant’s will or by the laws of descent
      and distribution only to the extent the Option was exercisable on the vesting
      date immediately preceding the date of Participant’s death, but had not
      previously been exercised. To the extent this Option was not exercisable upon
      the date of Participant’s death, or if such person or persons fail to exercise
      this Option within the time specified in this Paragraph 2(d), all rights
      under this Option shall be forfeited.





e. Termination
      for Cause .
      If the
      Participant's employment is terminated by the
      Company for
      Cause (as defined below), the right to exercise this option shall terminate
      immediately upon the effective date of such termination of employment. If the
      Participant is party to an employment or severance agreement with the
      Company that
      contains a definition of "cause" for termination of employment, "Cause" shall
      have the meaning ascribed to such term in such agreement. Otherwise, "Cause"
      shall mean willful misconduct by the Participant or willful failure by the
      Participant to perform his or her responsibilities to the
      Company (including, without limitation, breach by the Participant of any provision
      of
      any employment, consulting, advisory, nondisclosure, non-competition or other
      similar agreement between the Participant and the
      Company ),
      as
      determined by the
      Company ,
      which
      determination shall be conclusive. The Participant shall be considered to have
      been discharged for Cause if the
      Company determines, within 30 days after the Participant's resignation, that discharge
      for cause was warranted.




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3. Manner
      of Exercise .





a. General .
      The
      Option may be exercised only by Participant (or other proper party in the event
      of death or incapacity), subject to the conditions of the Plan and subject
      to
      such other administrative rules as the Administrator may deem advisable, by
      delivering within the option period written notice of exercise to the Company
      at
      its principal office. The notice shall state the number of shares as to which
      the Option is being exercised and shall be accompanied by payment in full of
      the
      option price for all shares designated in the notice. The exercise of the Option
      shall be deemed effective upon receipt of such notice by the Company and upon
      payment that complies with the terms of the Plan and this Agreement. The Option
      may be exercised with respect to any number or all of the shares as to which
      it
      can then be exercised and, if partially exercised, may be so exercised as to
      the
      unexercised shares any number of times during the option period as provided
      herein.





b. Form
      of Payment .
      Subject
      to the approval of the Administrator, payment of the option price by Participant
      shall be in the form of cash, personal check, certified check or previously
      acquired shares of Common Stock of the Company, or any combination thereof.
      Any
      stock so tendered as part of such payment shall be valued at its Fair Market
      Value as provided in the Plan. For purposes of this Agreement, “previously
      acquired shares of Common Stock” shall include shares of Common Stock that are
      already owned by Participant at the time of exercise.





c. Stock
      Transfer Records .
      As soon
      as practicable after the effective exercise of all or any part of the Option,
      Participant shall be recorded on the stock transfer books of the Company as
      the
      owner of the shares purchased, and the Company shall deliver to Participant
      one
      or more duly issued stock certificates evidencing such ownership. All requisite
      original issue or transfer documentary stamp taxes shall be paid by the Company.





4. Miscellaneous .





a. Employment
      or Other Relationship; Rights as Shareholder .
      This
      Agreement shall not confer on Participant any right with respect to the
      continuance of employment or any other relationship with the Company or any
      of
      its Subsidiaries, nor will it interfere in any way with the right of the Company
      to terminate such employment or relationship. Participant shall have no rights
      as a shareholder with respect to shares subject to this Option until such shares
      have been issued to Participant upon exercise of this Option. No adjustment
      shall be made for dividends (ordinary or extraordinary, whether in cash,
      securities or other property), distributions or other rights for which the
      record date is prior to the date such shares are issued, except as provided
      in
      Section 14 of the Plan.





b. Securities
      Law Compliance .
      The
      exercise of all or any parts of this Option shall only be effective at such
      time
      as counsel to the Company shall have determined that the issuance and delivery
      of Common Stock pursuant to such exercise will not violate any state or federal
      securities or other laws. Participant may be required by the Company, as a
      condition of the effectiveness of any exercise of this Option, to agree in
      writing that all Common Stock to be acquired pursuant to such exercise shall
      be
      held, until such time that such Common Stock is registered and freely tradable
      under applicable state and federal securities laws, for Participant’s own
      account without a view to any further distribution thereof, that the
      certificates for such shares shall bear an appropriate legend to that effect
      and
      that such shares will be not transferred or disposed of except in compliance
      with applicable state and federal securities laws.




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c. Mergers,
      Recapitalizations, Stock Splits, Etc .
      Except
      as otherwise specifically provided in any employment, change of control,
      severance or similar agreement executed by the Participant and the Company,
      pursuant and subject to Section 14 of the Plan, certain changes in the
      number or character of the Common Stock of the Company (through sale, merger,
      consolidation, exchange, reorganization, divestiture (including a spin-off),
      liquidation, recapitalization, stock split, stock dividend or otherwise) shall
      result in an adjustment, reduction or enlargement, as appropriate, in
      Participant’s rights with respect to any unexercised portion of the Option
      (i.e., Participant shall have such “anti-dilution” rights under the Option with
      respect to such events, but shall not have “preemptive” rights).





d. Shares
      Reserved .
      The
      Company shall at all times during the option period reserve and keep available
      such number of shares as will be sufficient to satisfy the requirements of
      this
      Agreement.





e. Withholding
      Taxes .
      To
      permit the Company to comply with all applicable federal and state income tax
      laws or regulations, the Company may take such action as it deems appropriate
      to
      ensure that, if necessary, all applicable federal and state payroll, income
      or
      other taxes are withheld from any amounts payable by the Company to Participant.
      If the Company is unable to withhold such federal and state taxes, for whatever
      reason, Participant hereby agrees to pay to the Company an amount equal to
      the
      amount the Company would otherwise be required to withhold under federal or
      state law. Subject to such rules as the Administrator may adopt, the
      Administrator may, in its sole discretion, permit Participant to satisfy such
      withholding tax obligations, in whole or in part (i) by delivering shares
      of Common Stock, or (ii) by electing to have the Company withhold shares of
      Common Stock otherwise issuable to Participant, in either case having a Fair
      Market Value, as of the date the amount of tax to be withheld is determined
      under applicable tax law, equal to the minimum amount required to be withheld
      for tax purposes. Participant’s request to deliver shares or to have shares
      withheld for purposes of such withholding tax obligations shall be made on
      or
      before the date that triggers such obligations or, if later, the date that
      the
      amount of tax to be withheld is determined under applicable tax law.
      Participant’s request shall be approved by the Administrator and otherwise
      comply with such rules as the Administrator may adopt to assure compliance
      with
      Rule 16b-3 or any successor provision, as then in effect, of the General
      Rules and Regulations under the Securities and Exchange Act of 1934, if
      applicable.





f. Non-transferability .
      During
      the lifetime of Participant, the accrued Option shall be exercisable only by
      Participant or by the Participant’s guardian or other legal representative, and
      shall not be assignable or transferable by Participant, in whole or in part,
      other than by will or by the laws of descent and distribution.





g. 2007
      Stock Award and Incentive Plan .
      The
      Option evidenced by this Agreement is granted pursuant to the Plan, a copy
      of
      which Plan has been made available to Participant and is hereby incorporated
      into this Agreement. This Agreement is subject to and in all respects limited
      and conditioned as provided in the Plan. All defined terms of the Plan shall
      have the same meaning when used in this Agreement. The Plan governs this Option
      and, in the event of any questions as to the construction of this Agreement
      or
      in the event of a conflict between the Plan and this Agreement, the Plan shall
      govern, except as the Plan otherwise provides.





h. Lockup
      Period Limitation .
      Participant agrees that in the event the Company advises Participant that it
      plans an underwritten public offering of its Common Stock in compliance with
      the
      Securities Act of 1933, as amended, and that the underwriter(s) seek to impose
      restrictions under which certain shareholders may not sell or contract to sell
      or grant any option to buy or otherwise dispose of part or all of their stock
      purchase rights of the underlying Common Stock, Participant hereby agrees that
      for a period not to exceed 180 days from the prospectus, Participant will
      not sell or contract to sell or grant an option to buy or otherwise dispose
      of
      this Option or any of the underlying shares of Common Stock without the prior
      written consent of the underwriter(s) or its representative(s).





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i. Blue
      Sky Limitation .
      Notwithstanding anything in this Agreement to the contrary, in the event the
      Company makes any public offering of its securities and it is determined that
      it
      is necessary to reduce the number of issued but unexercised stock purchase
      rights so as to comply with any state securities or Blue Sky law limitations
      with respect thereto, and such determination is affirmed by the Board of
      Directors, unless the Board of Directors determines otherwise, (i) the
      exercisability of this Option and the date on which this Option must be
      exercised shall be accelerated, provided that the Company agrees to give
      Participant 15 days’ prior written notice of such acceleration, and
      (ii) any portion of this Option or any other option granted to Participant
      pursuant to the Plan which is not exercised prior to or contemporaneously with
      such public offering shall be canceled. Notice shall be deemed given when
      delivered personally or when deposited in the United States mail, first class
      postage prepaid and addressed to Participant at the address of Participant
      on
      file with the Company.





j. Accounting
      Compliance .
      Participant agrees that, if a merger, reorganization, liquidation or other
      “transaction” as defined in Section 14 of the Plan occurs and Participant
      is an “affiliate” of the Company or any Affiliate (as defined in applicable
      legal and accounting principles) at the time of such transaction, Participant
      will comply with all requirements of Rule 145 of the Securities Act of 1933,
      as
      amended, and the requirements of such other legal or accounting principles,
      and
      will execute any documents necessary to ensure such compliance.





k. Stock
      Legend .
      The
      Administrator may require that the certificates for any shares of Common Stock
      purchased by Participant (or, in the case of death, Participant’s successors)
      shall bear an appropriate legend to reflect the restrictions of Paragraph 4(b)
      and Paragraphs 4(g) through 4(i) of this Agreement; provided, however, that
      failure to so endorse any of such certificates shall not render invalid or
      inapplicable Paragraph 4(b) or Paragraphs 4(g) through 4(i).





l. Scope
      of Agreement .
      This
      Agreement shall bind and inure to the benefit of the Company and its successors
      and assigns and Participant and any successor or successors of Participant
      permitted by Paragraph 2 or Paragraph 4(e) above.





m. Arbitration .
      Any
      dispute arising out of or relating to this Agreement or the alleged breach
      of
      it, or the making of this Agreement, including claims of fraud in the
      inducement, shall be discussed between the disputing parties in a good faith
      effort to arrive at a mutual settlement of any such controversy. If,
      notwithstanding, such dispute cannot be resolved, such dispute shall be settled
      by binding arbitration. Judgment upon the award rendered by the arbitrator
      may
      be entered in any court having jurisdiction thereof. The arbitrator shall be
      a
      retired state or federal judge or an attorney who has practiced securities
      or
      business litigation for at least 10 years. If the parties cannot agree on
      an arbitrator within 20 days, any party may request that any state or
      federal court with jurisdiction over the matter located in the State of New
      Jersey select an arbitrator. Arbitration will be conducted pursuant to the
      provisions of this Agreement, and the commercial arbitration rules of the
      American Arbitration Association, unless such rules are inconsistent with the
      provisions of this Agreement. Limited civil discovery shall be permitted for
      the
      production of documents and taking of depositions. Unresolved discovery disputes
      may be brought to the attention of the arbitrator who may dispose of such
      dispute. The arbitrator shall have the authority to award any remedy or relief
      that a court of this state could order or grant; provided, however, that
      punitive or exemplary damages shall not be awarded. The arbitrator may award
      to
      the prevailing party, if any, as determined by the arbitrator, all of its costs
      and fees, including the arbitrator’s fees, administrative fees, travel expenses,
      out-of-pocket expenses and reasonable attorneys’ fees.




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ACCORDINGLY,
      the parties hereto have caused this Agreement to be executed on the day and
      year
      first above written.


DOV
                PHARMACEUTICAL, INC.By:Its:


Participant




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