**Exhibit
      10.47**




**SEPARATION
      AND GENERAL RELEASE AGREEMENT**




**THIS
      SEPARATION AND GENERAL RELEASE AGREEMENT** (this
“Agreement”) is made between J. Robert Horton (“Horton”) and DOV Pharmaceutical,
      Inc. (“DOV” or the “Company”).




**WHEREAS** ,
      Horton
      commenced employment by DOV on July 29, 2002;




**WHEREAS** ,
      Horton’s employment with DOV as senior vice president and general counsel will
      terminate effective May 5, 2006;




**WHEREAS** ,
      DOV has
      agreed to provide Horton with separation payments and transition benefits
      subject to the terms and conditions set forth in this Agreement.




**NOW,
      THEREFORE** ,
      DOV and
      Horton hereby agree as follows:




**1.**  **Separation
      of Employment** **.** Horton
      and DOV hereby ratify and affirm that Horton will retire and terminate from
      any
      and all positions he holds with DOV effective as of May 5, 2006 (the “Separation
      Date”). For option exercise purposes the termination is classified as retirement
      pursuant to Horton’s Employment Agreement with DOV.




**2.**  **Separation
      Payments** **.** DOV will
      pay Horton on April 14, and 28, 2006, his regular payroll check and on the
      next
      following payroll date, May 12, 2006, his regular payroll check through May
      5,
      2006, plus 18 days of
      accrued, unused vacation through the Separation  Date .
      The
      Company will keep Horton on medical and dental benefits until May 30, 2006,
      at
      which time he will then be eligible for COBRA. Other than the foregoing, and
      subject to the following sentence, Horton agrees that he has received all salary
      and any other compensation or fringe benefits owed to him by DOV through the
      Separation Date, and agrees that he has no further claims against DOV for salary
      and any other compensation or fringe benefits through
      the Separation Date. However, in consideration of the promises made by Horton
      in
      this Agreement, including the releases given by Horton to DOV in Paragraphs
      3
      through 6 of this Agreement, the parties have agreed on the following
      post-termination benefits:




(a)
            DOV
                shall pay Horton at regular payroll intervals his basic compensation
                as of
                the Separation Date (based on his final basic compensation rate of
                $28,333.33 per month) for 15 months through August 5, 2007 (such
                15 month
                period referred to herein as the “Severance Period”), provided thatif
                the parties agree that Horton is a “specified employee” within the meaning
                of Section 409A of the Code,such
                paymentswill
                not commencefor
                six monthsafter
                the Separation DateandDOVinsteadshall
                pay Hortonon
                November 6, 2006, a lump sum payment equal to six months’ basic
                compensation plus, to the extent deferred pursuant to subparagraph
                (b),a
                lump sum payment equal tothe
                cost to maintain and/or continue (as applicable) for such six-month
                periodthemedical,
                life, dental and disability insurancebenefitswhich are provided pursuant to subparagraph (b)
                below;












(b)
            DOV
                shall (i) pay on Horton’s behalf (or if more administratively practicable,
                reimburse Horton for) all premiums associated with the continuation
                of
                medical and dental insurance coverage for the duration of the Severance
                Period for Horton and his eligible dependants pursuant to COBRA (subject
                to Horton’s proper election of and eligibility for such continuation
                coverage under COBRA); and (ii) provide Horton with continuation
                for the
                duration of the Severance Period of the life and disability insurance
                coverage Horton was receiving from DOV immediately prior to the Separation
                Date at no cost to Horton (or, to the extent such continued coverage
                is
                not permitted under the applicable policies or law, shall pay premiums
                on
                Horton’s behalf not to exceed in the case of disability the premium
                payment rate that was paid by the Company prior to the Separation
                Date
                (or, if more administratively practicable, reimburse Horton for all
                such
                premiums) associated with obtaining and providing Horton with reasonably
                comparable life and disability insurance coverage for the duration
                of the
                Severance Period); providedthat,
                if the parties agree that it is necessary to avoid a penalty tax
                under
                Section 409A of the Code, Horton shall pay the entire cost ofsuchbenefitsforthe
                firstsix
                months,
                and DOV shall pay Horton a lump sum payment of such costsin
                accordance with the procedure set forth in subparagraph
                (a);




(c)
            effective
                as ofthe Separation Date, the vesting of all stock options to acquireDOV
                stockheld
                by Horton that are unvested shall accelerate and thereupon
                vest.
                It is the parties’ intention that such options remain exercisable for the
                longest period permissible without causing Horton to incur a penalty
                tax
                under Section 409A. Under current Internal Revenue Service proposed
                regulations, such options may,andshallbe
                exercisable up to and including December 31, 2007,provided
                that,
                if Horton determines upon tax advice that anextensionof
                time to exerciseto
                a datenotlaterthanAugust 5, 2010, ispermissiblewithout incurring a penaltytaxunder Section 409A, such options shall be extended,
                to and including such later date given by notice to DOV;




(d)
            commencing
                May 8, 2006, Horton shall be available upon reasonable notice to
                perform
                consulting services (as an independent contractor)of
                up to half-time
                during business days in May and June 2006 (the “Consulting Period”) for
                which DOV shall pay Horton $200 per hour plus reasonable out-of-pocket
                expenses; and




(e)
            if
                a replacement general counsel has not started employment with DOV
                during
                the above Consulting Period sufficient to permit a suitable transition
                orientation, and starts employment on or prior to November 4, 2006,
                Horton
                shall provide reasonable consulting services for such purpose at
                no
                charge.









The
      foregoing severance payments shall be made net of standard withholdings and
      authorized deductions, except that with respect to any consulting services
      performed during the Consulting Period, Horton shall be an independent
      contractor and nothing herein, explicitly or implicitly, shall be deemed or
      construed to create a joint venture, partnership, agency or employee/employer
      relationship between Horton and DOV with respect to the Consulting Period for
      any purpose, including but not limited to taxes or employee benefits. Horton
      thus understands that he will be solely responsible for paying all federal,
      state and local taxes (including income tax, FICA, FUTA and other taxes that
      may
      be due) as a result of any consulting fees he receives pursuant to this
      Agreement; and that he will not accrue any benefits under, or be covered by,
      any
      employee benefit plans of DOV (except for any continuation coverage as otherwise
      provided in subparagraph (b) above). The severance, insurance and other payments
      and benefits provided by DOV hereunder pursuant to subparagraphs (a)-(e) are
      subject to Horton’s signing and delivering this agreement to DOV. In the event
      of Horton’s death prior to full performance by DOV of its obligation hereunder,
      severance and insurance payments if any yet to be paid, and DOV options if
      any
      not yet exercised, shall be paid to, or exercised by, his wife Anne Horton
      or if
      she dies to his or her legal representative or legatee. Horton acknowledges
      that
      the payments and benefits to be provided pursuant to subparagraphs (a)-(e)
      are
      payments and benefits to which he would not otherwise be entitled absent his
      agreement to and compliance with the terms and conditions of this
      Agreement.




**3.**  **General
      Release by Horton** **.** In
      consideration of the representations and covenants undertaken by DOV, including
      the payments and benefits described in Paragraph 2 of this Agreement, Horton
      releases, discharges and promises not to sue DOV and its parent, if any,
      subsidiaries, affiliates and related companies, and any of and all its current
      or former directors, officers, members, employees, attorneys, representatives,
      insurers, agents, successors, and assigns (individually and collectively the
      “DOV Releasees”), from and with respect to any and all claims, actions, suits,
      liabilities, debts, controversies, contracts, agreements, obligations, damages,
      judgments, causes of action, and contingencies whatsoever (except
      claims, etc., that arise hereunder relating to the enforcement
      hereof) ,
      including attorneys’ fees and costs, in law or in equity, known or unknown,
      suspected or unsuspected, asserted or unasserted, that, against the DOV
      Releasees, Horton and his heirs, administrators, executors, successors, assigns
      and attorneys ever had, now have, or hereafter can, shall, or may have for,
      upon, or by reason of any matter, cause, or thing whatsoever from the beginning
      of the world to the date of this Agreement. This includes (i) any claims for
      compensation, salary, bonus or similar benefit, severance pay, pension, vacation
      pay, life insurance, disability benefits, health or medical insurance, or any
      other fringe benefit; (ii) any claims under any federal, state, or local law,
      regulation, or ordinance, including any claims under Title VII of the Civil
      Rights Act of 1964, the Age Discrimination in Employment Act, the Americans
      with
      Disabilities Act, the Employee Retirement Income Security Act, the Fair Labor
      Standards Act, the Family Medical Leave Act, the New Jersey Law Against
      Discrimination, the New Jersey Family Leave Act, the New Jersey Conscientious
      Employee Protection Act, the New York State Human Rights Law, New York Executive
      Law § 290 or the New York City Administrative Code; (iii) any claims arising out
      of or relating to his employment with DOV, the terms and conditions of such
      employment and/or the separation of such employment; and (iv) any claims related
      to stock options, any claims for breach of contract (express or implied), and
      any claims under common law. The parties intend this release by Horton to be
      a
      general release of any and all claims to the fullest extent permissible by
      law.




**4.**  **New
      Jersey LAD, FLA and CEPA Statutes Waiver** **.** Horton
      recognizes that as part of his agreement to release any and all claims against
      the DOV Releasees, he is releasing claims under the New Jersey Law Against
      Discrimination, the New Jersey Family Leave Act and the New Jersey Conscientious
      Employee Protection Act, although he has never asserted such claims. By his
      signature below, Horton represents and warrants that he has been advised to
      consult with an attorney of his own choosing and that he has been given a
      reasonable period of time of at least twenty-one (21) days to consider this
      Agreement and his release of claims pursuant to this Agreement.












**5.**  **Older
      Workers Benefit Protection Act Disclosure and Waiver** .
      Horton
      recognizes that as part of his agreement to release any and all claims against
      the DOV Releasees, he is releasing claims for age discrimination under the
      Age
      Discrimination in Employment act, although he has never asserted such claims.
      Accordingly, Horton has a right to reflect upon this Agreement for a period
      of
      twenty-one (21) days before executing it, and he has an additional period of
      seven (7) days after executing this Agreement to revoke it under the terms
      of
      the Older Worker Benefit Protection Act. If Horton elects to revoke this
      Agreement, he must provide written notice of such revocation to Louis Januzzi,
      Assistant General Counsel, DOV Pharmaceutical, Inc., 433 Hackensack Avenue,
      Hackensack, NJ 07601 by no later than the end of the seventh (7 th )
      day
      after Horton executed this Agreement (this seven day period referred to herein
      as the “Revocation Period”). If the last day of the Revocation Period falls on a
      Saturday, Sunday or holiday, the last day of the Revocation Period shall be
      deemed to be the next business day after such Saturday, Sunday or holiday.
      This
      Agreement shall be effective upon the expiration of the Revocation Period if
      Horton has not revoked it during the Revocation Period. By his signature below,
      Horton represents and warrants that he has been advised to consult with an
      attorney of his own choosing, that he has been given a reasonable amount of
      time
      to consider this Agreement, and that if Horton signs this Agreement prior to
      the
      expiration of the twenty-one (21) day review period, he is voluntarily and
      knowingly waiving the remainder of his twenty-one (21) day review
      period.




**6.**  **Indemnification
      for Claims Filed by Horton** **.** If
      Horton files a complaint, charge or lawsuit against any of the DOV Releasees
      regarding any of the claims released herein, Horton shall pay any and all costs
      required in obtaining dismissal of such complaint, charge or lawsuit, including
      the attorneys’ fees of any party against whom he has filed such a complaint,
      charge or lawsuit. This paragraph shall not apply, however, to a claim of age
      discrimination under the Age Discrimination in Employment Act.




**7.**  **Return
      of DOV’s Property** **.** Horton
      represents that by the Separation Date he will have returned to DOV all property
      of DOV in his possession, including, if any, all his computer equipment, access
      cards, and corporate credit cards, pagers, cellular phones and chargers, and
      other property paid for by DOV. If
      Horton
      gives to DOV books and other documents belonging to him and currently maintained
      in his legal library at DOV, he shall be accorded access thereto after the
      Separation Date upon reasonable notice should such need arise, to include
      temporary borrowing or copying at his expense.




**8.**  **Confidential
      Information of DOV** .
      Horton
      recognizes and agrees that DOV’s confidential information concerning its
      business, its clients, prospects and contacts, which includes such things as
      client lists, pricing information, financial information and data, business
      development plans and strategies, and personnel policies and practices are
      valuable, special and unique assets of DOV’s business, access to and knowledge
      of which were essential to the performance of Horton’s duties while employed by
      DOV. Horton represents that he will not disclose such confidential information,
      knowledge or data that he obtained during his employment with DOV and that
      is
      not or does not become public knowledge (other than by acts of Horton or his
      representatives in violation of this Agreement).












**9.**  **Confidential
      Nature of Agreement** **.** Horton
      agrees to keep this Agreement and the provisions of this Agreement confidential
      prior to any public disclosure by DOV, except that he may disclose the existence
      and terms of this Agreement, if necessary, to his tax advisors and attorneys,
      to
      his immediate family members and as otherwise required by law.




**10.**  **Liquidated
      Damages** **.** It is
      the parties’ intent to have the promises of confidentiality contained in
      Paragraphs 8 and 9 enforced to the fullest extent. Horton and DOV agree that
      money damages could not adequately compensate DOV in the case of a breach or
      threatened breach of these promises of confidentiality and that, therefore,
      DOV
      would be entitled to injunctive relief upon such breach. Horton agrees that
      if a
      court finds that he has disclosed the existence or the terms of this Agreement
      or disclosed DOV’s confidential information in violation of Paragraphs 8 and 9,
      such violation shall constitute and be treated as a material breach of this
      Agreement and, in addition, shall cause Horton to pay DOV total liquidated
      damages in the amount of the aggregate separation payments made pursuant to
      Paragraph 2, plus the actual attorneys’ fees and related costs incurred by DOV
      to enforce Paragraphs 7 and 8 of this Agreement.




**11.**  **Non-Disparagement** **.** The
      parties agree that neither will make any oral or written statements to any
      person, firm, corporation or other entity that reflects negatively on the other
      or on any of DOV’s officers or employees. The parties acknowledge that neither
      has and agree that neither will engage in any conduct that is injurious to
      the
      other’s reputation or interest, including publicly disparaging (or inducing or
      encouraging others to publicly disparage) the other. The term “disparage”
includes comments or statements to the press, professional associates, employees
      of DOV, or individuals or entities with whom the parties have a relationship
      or
      potential relationship that would adversely affect in any manner the reputation
      of the parties, the reputation of any of DOV’s employees or the conduct of DOV’s
      business.




**12.**  **No
      Admission** **.** The
      parties expressly deny any liability, or violation of any agreement with the
      other party or of state, federal, or local laws, regulations or ordinances.
      Accordingly, while this Agreement resolves all issues if any between the parties
      relating to any liability or violation of any such agreement or state, federal,
      or local laws, regulations or ordinances, this Agreement does not constitute
      an
      adjudication or finding on the merits and is not, and shall not be construed
      as,
      an admission by the parties of liability or any violation of such agreement
      or
      of any state, federal, or local laws, regulations or ordinances. Moreover,
      neither this Agreement nor anything in this Agreement shall be construed to
      be
      or shall be admissible in any proceeding as evidence of or an admission by
      either party of any liability or violation of such agreement or of any state,
      federal, or local laws, regulations or ordinances.




**13.**  **Modification** **.** This
      Agreement may be modified or amended only by a written instrument duly signed
      by
      each of the parties hereto or their respective successors or
      assigns.




**14.**  **Controlling
      Law** **.** This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of New Jersey, without regard to principles of conflict of
      laws.












**15.**  **Effect
      of Voiding or Revocation of Agreement** **.** Horton
      agrees that if he does not return a signed and dated copy of this Agreement
      to
      DOV by May 22, 2006 or if he revokes this Agreement prior to the expiration
      of
      the Revocation Period, the provisions of this Agreement shall be void and of
      no
      further force and effect. Further, if Horton receives any compensation from
      DOV
      after May 5, 2006, and if (i) he fails to execute this Agreement by May 22,
      2006, or (ii) he revokes his acceptance of this Agreement prior to the
      expiration of the Revocation Period, Horton agrees that DOV shall have the
      right
      to collect from him the amount of any such compensation.




**16.**  **Entire
      Agreement** **.** This
      Agreement constitutes and contains the complete understanding of Horton and
      DOV
      with respect to the subject matter addressed in this Agreement, and supersedes
      and replaces all prior negotiations and all agreements, whether written or
      oral,
      concerning the subject matter of this Agreement. This is an integrated document.




**17.**  **Severability** **.** If
      any
      provision of this Agreement is held invalid, such invalidation shall not affect
      other provisions or applications of the Agreement that can be given effect
      without the invalid provision or application, and to this end the provisions
      of
      this Agreement are declared to be severable.




**18.**  **Knowing
      and Voluntary Waiver** **.** By his
      signature below, Horton represents that (i) he has been given a reasonable
      amount of time to consider this Agreement of not less than twenty-one (21)
      days;
      (ii) he fully understands the significance of the terms and conditions of this
      Agreement and has discussed them with his independent legal counsel, or has
      had
      a reasonable opportunity to have done so; (iii) he agrees to all the terms
      and
      conditions of this Agreement including, but not limited to, the releases,
      waivers and covenants in Paragraphs 3 through 6; and (iv) he has signed this
      Agreement voluntarily and of his own free will, with the full understanding
      of
      its legal consequences, and with the intent to be bound hereby.




**19.**  **Necessary
      Amendments to Comply with Section 409A** .
      The
      parties acknowledge that certain payments to be made hereunder may be subject
      to
      Section 409A of the Code, and that the requirements of Section 409A are still
      being developed and interpreted at this time. In the event that (i) Horton
      reasonably determines that there is an ambiguity with respect to any provision
      of this Agreement that could cause such provision to be subject to Section
      409A,
      such ambiguity shall be interpreted and resolved in the manner the parties
      agree
      to, or (ii) Horton reasonably determines that any amendment to this Agreement
      (including, but not limited to, the timing or form of payment) is necessary
      or
      appropriate in order to comply with Section 409A or avoid the application of
      Section 409A entirely, the parties agree to make such amendments, on a
      prospective or retroactive basis, provided that any such change shall be made
      in
      a manner that ensures, to the maximum extent reasonably possible, that Horton
      is
      not adversely affected by such change.




**IN
      WITNESS WHEREOF** ,
      the
      parties to this Agreement, intending to be legally bound, have caused this
      Agreement to be executed on the dates indicated below.






DOV Pharmaceutical, Inc./s/
                J. Robert Horton
            
            By:
              /s/ Leslie HudsonJ.
                Robert Horton
            
            Name:Leslie
              HudsonDate: May 4, 2006
            
            Title:President
              and CEODate:May
              4, 2006