***THIS
      RESTRICTED STOCK UNIT AWARD SHALL NOT BECOME EFFECTIVE UNLESS AND UNTIL IT
      IS
      "ACCEPTED" BY YOU IN THE MANNER DESCRIBED BELOW*** **.**





**RESTRICTED
      STOCK UNIT AWARD NOTICE AND AGREEMENT**




This
      Restricted Stock Unit Award Notice and Agreement (this “Agreement”), by and
      between DOV Pharmaceutical, Inc., a Delaware corporation with an address as
      set
      forth on the signature page hereto (the " Company "),
      and
      ___________, a resident of ____________ with an address as set forth on the
      signature page hereto (hereinafter “you” or the “Employee”), is made as of the
      __ day of _______, 2008, and sets forth the terms and conditions of the award
      (the “Award”) of restricted stock units (“RSUs”) granted to you under the
      Company’s 2007 Stock Award and Incentive Plan (the “Plan”).





1. The
      Plan .
      This
      Award is made pursuant to the Plan, the terms and conditions of which are
      incorporated by reference into this Agreement. Capitalized terms used in this
      Agreement not otherwise defined herein shall be deemed to have the meanings
      as
      used or defined in the Plan. References in this Agreement to any specific Plan
      provision shall not be construed as limiting the applicability of any other
      Plan
      provision.





2. Award .
      Effective as of the ___day of _________, 2008 (the “Grant Date”), you have been
      granted ________ RSUs under the Plan. An RSU is an unfunded and unsecured
      promise to deliver (or cause to be delivered) to you, subject to the terms
      and
      conditions of this Agreement, one (1) share of the Company's Common Stock,
      par
      value $0.0001 per share (each a “Share” and, collectively, the “Shares”), for
      each RSU being settled, subject to payment of applicable withholding taxes,
      as
      explained in the Plan. Until such delivery, you have only the rights of a
      general unsecured creditor, and no rights as a shareholder of the Company.





***THIS
      AWARD IS CONDITIONED UPON YOUR EXECUTING THIS AGREEMENT AND RETURNING IT TO
      THE
      COMPANY BY THE DATE SPECIFIED BELOW, AND IS SUBJECT TO ALL TERMS, CONDITIONS
      AND
      PROVISIONS OF THE PLAN AND THIS AGREEMENT. BY EXECUTING THIS AGREEMENT, YOU
      WILL
      HAVE CONFIRMED YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THE PLAN
      AS
      WELL AS THIS AGREEMENT.***





3. Vesting
      and Delivery; Deferral .





(a)
      The
      RSUs will convert into Shares on the date or dates of “vesting” as set forth
      below in accordance with the requirements of the Plan. RSUs granted hereunder
      will be settled by delivery of Shares to you. Such settlement shall occur on
      or
      after the Vesting Date of each RSU as specified below (each such date, a
“Delivery Date”), except settlement shall be deferred in certain cases if
      elected by you pursuant to this Agreement.





Vesting
                Date
            Number
                of Shares Vested
            Percentage
                of
              Total
                Grant Vested
            Settlement
                Date





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While
      continued active employment is not required in order to receive delivery of
      the
      Shares underlying your outstanding RSUs that are vested, all other terms and
      conditions of this Agreement shall continue to apply to such RSUs, and failure
      to meet such terms and conditions may result in the termination of this Award,
      as a result of which no further Shares underlying such vested RSUs will be
      delivered.





(b)  (i)
      Except as otherwise expressly provided in this Agreement, as soon as reasonably
      promptly (but in no case more than thirty (30) business days) after the date
      specified as the Settlement Date (or any other date delivery of certificates
      representing the Shares is called for hereunder), the Company shall deliver
      to
      you one or more certificates representing the Shares underlying the number
      or
      percentage of your then outstanding RSUs with respect to which the Settlement
      Date (or other date) has occurred (which number of Shares may be rounded to
      avoid fractional Shares).





(ii)
      In
      the discretion of the Committee, in lieu of all or any portion of the Shares
      otherwise deliverable in respect of all or any portion of your RSUs, the Company
      may deliver cash, other securities, other Awards or other property, and all
      references in this Agreement to deliveries of Shares shall be deemed to include
      such deliveries of cash, other securities, other Awards or other
      property.





(c)
      Notwithstanding any other term of this Agreement, in the event you die prior
      to
      a Delivery Date, the Shares underlying your then outstanding and vested RSUs
      shall be delivered to the representative of your estate as soon as practicable
      after the date of death and after such documentation as may be reasonably
      requested by the Committee is provided to the Committee. The Committee may
      adopt
      procedures pursuant to which you may be permitted to specifically bequeath
      some
      or all of your outstanding RSUs under your will to an organization described
      in
      Sections 501(c)(3) and 2055(a) of the Code (or such other similar charitable
      organization as may be approved by the Committee).





(d)
      Settlement of any RSU **** will
      be
      deferred in certain cases if and to the extent so elected by Employee in
      accordance with the signature page of this Agreement. At any time that RSUs
      are
      treated as deferred compensation subject to Code Section 409A, (i) settlement
      may not be accelerated in the discretion of the Company (except to the extent
      permitted under Treas. Reg. § 1.409A-3). Other provisions of this Agreement
      notwithstanding, under U.S. federal income tax laws and Treasury Regulations
      (and other applicable guidance) as presently in effect or hereafter implemented,
      (i) if the timing of any distribution in settlement of RSUs would result in
      Employee’s constructive receipt of income relating to the RSUs prior to such
      distribution, the date of distribution will be the earliest date after the
      specified date of distribution that distribution can be effected without
      resulting in such constructive receipt; and (ii) any rights of Employee or
      retained authority of the Company with respect to RSUs hereunder shall be
      automatically modified and limited to the extent necessary so that Employee
      will
      not be deemed to be in constructive receipt of income relating to the RSUs
      prior
      to the distribution and so that Employee shall not be subject to any penalty
      under Section 409A. Any elective deferral will be subject to such additional
      terms and conditions as the Committee may impose. *Please
      note that, even if you elect to defer settlement, the Company is required to
      withhold from you Medicare taxes at the applicable minimum statutory rate at
      such time as the RSUs are no longer subject to a risk of forfeiture upon
      voluntary termination* .
      Such
      withholding will be based upon the aggregate Fair Market Value of the Shares
      underlying the deferred RSUs at the applicable date and will be deducted from
      your salary in most cases in the payroll period that immediately follows the
      applicable tax date.





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4. Termination
      of RSUs and Non-Delivery of Shares .





(a)
      Unless the Committee in its sole discretion determines otherwise, and except
      as
      otherwise expressly provided herein, if your employment terminates for any
      reason or you otherwise are no longer actively employed with the Company, your
      rights in respect of any RSUs that are then outstanding but not yet vested
      shall
      terminate immediately, such RSUs shall cease to be outstanding and no further
      Shares shall be delivered in respect thereof.





(b)
      Unless the Committee in its sole discretion determines otherwise, and except
      as
      provided in Paragraphs 6 and 7, your rights in respect of all of your
      outstanding RSUs (whether or not vested) immediately shall terminate, such
      RSUs
      shall cease to be outstanding and no further Shares shall be delivered in the
      event that:





(i)
      a
      Forfeiture Event shall have occurred and be continuing;





(ii)
      you
      fail to certify, in accordance with such procedures as may be established by
      the
      Committee from time to time, that you have complied, or the Committee determines
      that you in fact have failed to comply in any material respect, with all the
      terms and conditions of the Plan and this Agreement. On each Delivery Date
      by
      accepting the delivery of Shares you shall be deemed to have represented and
      certified at such time that you have complied with all the terms and conditions
      of the Plan and this Agreement;





(iii)
      the
      Committee in its sole discretion determines that you failed to meet, in any
      material respect, any obligation you may have under any agreement between you
      and the Company, or any agreement entered into in connection with your
      employment with the Company, including, without limitation, the Company’s notice
      period requirement applicable to you, any offer letter, employment agreement
      or
      any shareholders’ agreement to which other similarly situated employees of the
      Company are a party; or





(vi)
      as a
      result of any action brought by you, it is determined that any of the terms
      or
      conditions for delivery of Shares in respect of this Agreement are invalid.





5. Repayment .
      The
      provisions of Section 10(a) of the Plan (which requires Award recipients to
      repay to the Company amounts delivered to them if the Committee determines
      that
      all terms and conditions of this Agreement in respect of such delivery were
      not
      satisfied) shall apply to this Award.





6. Change
      in Control .
      Notwithstanding anything to the contrary in this Agreement, in the event a
      Change in Control shall occur and within twelve (12) months thereafter the
      Company terminates your employment without cause or you terminate your
      employment for “good reason” as such term is generally understood, all Shares
      underlying your then outstanding RSUs, whether or not vested, shall be deemed
      fully vested and delivered.





7. Dividend
      Equivalents .
      Each
      RSU shall include a Dividend Equivalent right. Accordingly, with respect to
      each
      of your outstanding RSUs, at or after the time of distribution of any regular
      cash dividend paid by DOV in respect of a Share the record date for which occurs
      on or after a Delivery Date, you shall be entitled to receive an amount (less
      applicable withholding) equal to such regular dividend payment as would have
      been made in respect of the Share underlying such outstanding RSU. Payment
      in
      respect of a Dividend Equivalent right shall be made only with respect to RSUs
      that are outstanding on the applicable record date.





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8. Certain
      Additional Terms, Conditions and Agreements .





(a)
      The
      delivery of Shares is conditioned on your satisfaction of any applicable
      withholding taxes in accordance with Section 11(d) of the Plan. To the extent
      permitted by applicable law, the Company, in its sole discretion, may require
      you to provide amounts equal to all or a portion of any federal, state, local,
      foreign or other tax obligations imposed on you or the Company in connection
      with the grant, vesting or delivery of this Award by requiring you to choose
      between remitting such amount (i) in cash (or through payroll deduction or
      otherwise) or (ii) in the form of proceeds from the Company’s executing a sale
      of Shares delivered to you pursuant to this Award. In addition, if you are
      an
      individual with separate employment contracts (at any time during and/or after
      the Company’s fiscal year), the Company may, in its sole discretion, require you
      to provide for a reserve in an amount the Company determines is advisable or
      necessary in connection with any actual, anticipated or potential tax
      consequences related to your separate employment contracts by requiring you
      to
      choose between remitting such amount (i) in cash (or through payroll deduction
      or otherwise) or (ii) in the form of proceeds from the Company’s executing a
      sale of Shares delivered to you pursuant to this Award (or any other outstanding
      Awards under the Plan). In no event, however, shall any choice you may have
      under the preceding two sentences determine, or give you any discretion to
      affect, the timing of the delivery of Shares or the timing of payment of tax
      obligations.





(b)
      Your
      rights in respect of your RSUs are conditioned on the receipt to the full
      satisfaction of the Committee of any required consents that the Committee may
      reasonably determine to be necessary or advisable.





(c)
      You
      understand and agree that by accepting this Award you have agreed to become
      subject to the Company’s policies in effect from time to time and at any time
      concerning trading in Stock and hedging or pledging Stock and equity-based
      compensation or other awards, and confidential or proprietary information,
      and
      to effect sales of Shares delivered to you in respect of your RSUs in accordance
      with such rules and procedures as may be adopted from time to time with respect
      to sales of such Shares (which may include, without limitation, restrictions
      relating to the timing of sale requests, the manner in which sales are executed,
      pricing method, consolidation or aggregation of orders and volume limits
      determined by the Company). In addition, you understand and agree that you
      shall
      be responsible for all brokerage costs and other fees or expenses associated
      with your Award including, without limitation, such brokerage costs and other
      fees or expenses in connection with the sale of Shares delivered to you
      hereunder.





(d) Your
      participation in the Plan is voluntary. The value of the RSUs is an
      extraordinary item of compensation. As such, the RSUs are not part of normal
      or
      expected compensation for purposes of calculating any severance, resignation,
      redundancy, end of service payments, bonuses, long-service awards, pension
      or
      retirement benefits or similar payments.





(e) The
      RSUs
      and the granting thereof shall not constitute or be evidence of any agreement
      or
      understanding, express or implied, that you have a right to continue as an
      officer or employee of the Company for any period of time, or at any particular
      rate of compensation. You acknowledges and agree that the Plan is discretionary in nature and limited
      in
      duration, and may be amended, cancelled, or terminated by the Committee, in
      its
      sole discretion, at any time, provided, however that any outstanding RSUs shall
      not be materially and adversely affected. The grant of RSUs under the Plan
      is a
      one-time benefit and does not create any contractual or other right to receive
      a
      grant of restricted stock RSUs or stock options or benefits in lieu of RSUs
      or
      stock options in the future. Future grants, if any, will be at the sole
      discretion of the Committee, including, but not limited to, the timing of any
      grant, the number of RSUs and vesting provisions.




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          4 of
          8




(f)
      All
      certificates representing non-vested Shares shall have endorsed thereon, in
      addition to any other legends required by applicable securities laws, a legend
      substantially as follows:




"THE
      SALE
      OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE,
      WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN
      RESTRICTIONS ON SALE AND TRANSFER (INCLUDING FORFEITURE) AS SET FORTH IN THE
      DOV
      PHARMACEUTICAL, INC. 2007 STOCK AWARD AND INCENTIVE PLAN AND IN THE ASSOCIATED
      RESTRICTED STOCK UNIT AWARD AGREEMENT, EACH AS AMENDED OR AMENDED AND RESTATED
      FROM TIME TO TIME. COPIES OF THE PLAN AND AGREEMENT MAY BE OBTAINED FROM DOV
      PHARMACEUTICAL, INC."




10. Right
      of Offset .
      The
      obligation to deliver Shares under this Agreement is subject to Section 11(f)
      of
      the Plan, which provides for the Company’s right to offset against such
      obligation any outstanding amounts you owe to the Company and any amounts the
      Committee deems appropriate pursuant to any tax equalization policy or
      agreement.




11. Modifications
      and Amendments; Waivers and Consents .




(a)
      Except as set forth in Section 11(b) below, the terms and provisions of this
      Agreement may not be modified, amended, renewed, or terminated, nor may any
      term, condition or breach of any term or condition be waived, except by a
      writing signed by the Company and you. Any waiver of any term, condition or
      breach hereof shall not be a waiver of any other term or condition or of the
      same term or condition for the future, or of any subsequent breach




(b)
      Notwithstanding any other provision of this Agreement, the Committee reserves
      the right at any time to amend the terms and conditions set forth in this
      Agreement, and the Board may amend the Plan in any respect; provided that, no
      such amendment shall materially and adversely affect your rights and obligations
      under this Agreement without your consent; and provided further that the
      Committee expressly reserves its rights to amend the Agreement and the Plan
      as
      described in the Plan. Any amendment of this Agreement shall be in writing
      signed by an authorized member of the Committee or a person or persons
      designated by the Committee.




12. Non-transferability .





(a)
      Except as otherwise may be provided in this Paragraph 12 or as otherwise may
      be
      provided by the Committee, the limitations on transferability set forth in
      Section 11(b) of the Plan shall apply to this Award. Any purported transfer
      or
      assignment in violation of the provisions of this paragraph 12 or Section 11(b)
      of the Plan shall be null and void. The Committee may adopt procedures pursuant
      to which some or


all
      recipients of RSUs may transfer some or all of their RSUs through a gift for
      no
      consideration to any child, stepchild, grandchild, parent, stepparent,
      grandparent, spouse, sibling, niece, nephew, mother-in-law, father-in-law,
      son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive
      relationships, any person sharing the recipient’s household (other than a tenant
      or employee), a trust in which these persons have more than 50% of the
      beneficial interest, and any other entity in which these persons (or the
      recipient) own more than 50% of the voting interests.





(b)
      In
      addition to the transfer restrictions referred to above, you recognize that
      federal and state securities laws govern and may restrict your right to sell
      or
      otherwise dispose of the RSUs after vesting. You also understand that local
      non-United States laws may also govern your disposition of Shares if you are
      located outside of the United States.




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13. Delay
      in Payment .
      To the
      extent required in order to avoid the imposition of any interest and/or
      additional tax under Section 409A(a)(1)(B) of the Code, any payments or
      deliveries due as a result of your termination of employment with the Company
      may be delayed for six months if you are deemed to be a “specified employee” as
      defined in Section 409A(a)(2)(i)(B) of the Code.




14. Notices .
      Any
      notice or other communication to be made, served or given to the Company under
      or pursuant to the terms hereof shall be in writing and shall be addressed
      to
      the Company at the address set forth on the signature page hereto or as
      otherwise requested by the Company, and any notice to be given to you shall
      be
      in writing and addressed to your address maintained from time to time in the
      employment records of the Company or any affiliate, or at such other address
      as
      either party may hereafter designate in writing to the other. Such notice shall
      be sent by personal delivery or by registered or certified mail, return receipt
      requested, postage prepaid, or by a nationally known overnight courier (or
      internationally known courier if sent from outside of the United States),
      providing written proof of delivery. Any notice sent in the manner set forth
      above shall be deemed to have been given and received upon receipt if personally
      delivered, two (2) days after it has been delivered to a nationally
      (internationally) known overnight courier, and three (3) days after it has
      been
      deposited in the United States mail (or other non-United States
      government-sponsored mail system) if sent by mail. If a notice is delivered
      otherwise than as set forth above, it shall be deemed to have been given when
      received. The substance of any notice shall be deemed to have been fully
      acknowledged in the event of refusal of acceptance by the party to whom the
      notice is addressed.






15. Binding
      Effect .
      This
      Agreement shall be binding upon, and shall inure to the benefit of both parties
      hereto and their respective permitted successors, assigns, heirs, beneficiaries
      and representatives.






16. Governing
      Law and Jurisdiction .
      This
      Agreement shall be construed and enforced in accordance with the terms of
      Section 11(l) of the Plan providing for use of the internal laws of the State
      of
      New Jersey in the United States; provided , however ,
      that,
      insofar as the Company is incorporated under the laws of the State of Delaware
      in the United States, the General Corporate Law of the State of Delaware (or
      any
      successor statute) shall govern those matters that apply to the internal
      governance of the Company. Furthermore, you hereby irrevocably submit to the
      co-exclusive jurisdiction of (i) the Superior Court of New Jersey, and (ii)
      the
      United States District Court for the District of New Jersey, to resolve any
      and
      all issues that may arise out of or relate to this Agreement. THE SECURITIES
      ISSUED HEREUNDER SHALL BE GOVERNED BY AND IN ACCORDANCE WITH THE SECURITIES
      LAWS
      OF THE UNITED STATES AND ANY OTHER APPLICABLE LAWS. Each of the parties hereto
      further agrees that service of any process, summons, notice or documents by
      United States registered mail, return receipt requested, or
      internationally-known courier, in accordance with the provisions of Section
      14
      above, shall be effective service of process for any action, suit or proceeding.






17. Severability .
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, but shall be interpreted as if it were written so as to
      be
      enforceable to the maximum extent permitted by applicable law, and any such
      prohibition or unenforceability in any jurisdiction shall not invalidate or
      render unenforceable such provision in any other jurisdiction. To the extent
      permitted by applicable law, the parties waive any provision of law that renders
      any provisions hereof prohibited or unenforceable in any respect.




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18. Entire
      Agreement .
      This
      Agreement, together with the Notice of Grant and the Plan, collectively
      constitute the entire agreement and understanding between the parties hereto
      with respect to the subject matter hereof and supersede all prior oral or
      written agreements and understandings relating to the subject matter hereof.
      If
      there is any conflict between the provisions of this Agreement and mandatory
      provisions of the Plan, the provisions of the Plan shall govern. No statement,
      representation, warranty, covenant or agreement not expressly set forth in
      this
      Agreement or incorporated herein by reference shall affect or be used to
      interpret, change or restrict the express terms and provisions of this
      Agreement.




19. Deadline;
      Acceptance .
      This
      Agreement must be executed and delivered to the Company no later than the ___
      day of ____, 2008, after which date it shall become null and void. By accepting
      this Agreement, you are accepting the Award as set forth in this Agreement
      and
      agreeing to the terms and conditions hereof, including all provisions of the
      Plan. You further acknowledge both that you have received a copy of the Plan
      as
      well as the fact that a copy of the Plan as filed with the U.S. Securities
      and
      Exchange Commission is available for your review at any time.













[Signature
      page follows]





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          8




Sincerely,
              
              **DOV PHARMACEUTICAL,
                INC.**By:






Agreed and Accepted:


Name:
              
              Address:









Please
      initial only one:





____  I
      hereby
      elect to have my RSUs settled at the Delivery Dates without further deferral
      (this election will apply if no box is checked).





____  I
      hereby
      elect to defer the settlement of my RSUs until the first business day of the
      year  (date
      must be after the Stated Vesting Date) (subject to accelerated settlement of
      the
      deferred RSUs in certain cases upon a Change in Control and earlier settlement
      of previously vested RSUs in the event of employee’s termination of employment
      for any reason, including retirement).





____  I
      hereby
      elect to defer the settlement of my RSUs until the termination of my employment
      for any reason, including retirement (subject to accelerated settlement in
      certain cases upon a Change in Control).




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