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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended MARCH 31, 2002

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 000-49730

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DOV PHARMACEUTICAL, INC.(Exact Name of Registrant as Specified in its Charter)

Delaware(State or Other Jurisdiction
of Incorporation or Organization)

22-3374365(I.R.S. Employer
Identification No.)


Continental Plaza
433 Hackensack Avenue
Hackensack, New Jersey 07601(Address of principal executive office)

(201) 968-0980(Registrant's telephone number, including area code)

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes o    No ý

There
were 14,988,559 shares of our common stock, par value $0.0001 per share, outstanding on May 29, 2002.

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DOV PHARMACEUTICAL, INC.  Form 10-Q  For the Quarter Ended March 31, 2002  Table of Contents

|                             |  |                                                                                       |  | PAGE NUMBER
|---------------------------- |  | ------------------------------------------------------------------------------------- |  | -----------
|PART 1FINANCIAL INFORMATION |  | 4                                                                                    
|ITEM 1.                      |  | Financial Statements                                                                  |  | 4          
|                             |  | Balance Sheets as of March 31, 2002 and December 31, 2001                             |  | 4          
|                             |  | Statements of Operations for the three months ended March 31, 2002 and 2001           |  | 5          
|                             |  | Statements of Cash Flows for the three months ended March 31, 2002 and 2001           |  | 6          
|                             |  | Notes to Unaudited Financial Statements                                               |  | 7          
|ITEM 2.                      |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 12         
|ITEM 3.                      |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 15         
|PART IIOTHER INFORMATION    |  | 16                                                                                   
|ITEM 1.                      |  | Legal Proceedings                                                                     |  | 16         
|ITEM 2.                      |  | Changes in Securities and Use of Proceeds                                             |  | 18         
|ITEM 4.                      |  | Submission of Matters to a Vote of Securities Holders                                 |  | 18         
|ITEM 5.                      |  | Other Information                                                                     |  | 19         
|ITEM 6.                      |  | Exhibits and Reports on Form 8-K                                                      |  | 29         
|Signatures                   |  | 30                                                                                   
|Exhibit Index                |  | 31                                                                                   

2

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Special Note Regarding Forward-Looking Statements

This Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended,
and Sections 21E of the Securities Exchange Act, including statements regarding our expectations with respect to the progress of and level of expenses for our clinical trial programs. You can also
identify forward-looking statements by the following words: "may," "will," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue" or the negative
of these terms or other comparable terminology. We caution you that forward-looking statements are inherently uncertain and are simply point-in-time estimates based on a
combination of facts and factors currently known by us about which we cannot be certain or even relatively certain. Actual results or events will surely differ and may differ materially from our
forward-looking statements as a result of many factors, some of which we may not be able to predict or may not be within our control. Such factors may also materially adversely affect our ability to
achieve our objectives and to successfully develop and commercialize our product candidates, including our ability to:



You
should refer to the "Part IIOther Information" section of this report under the subheading "Item 5. Other InformationRisk Factors and Factors
Affecting Forward-Looking Statements" for a detailed discussion of some of the factors that may cause our actual results to differ materially from our forward-looking statements. You should also refer
to the risks discussed in our other filings with the Securities and Exchange Commission, including those contained in our final prospectus dated April 24, 2002. We qualify all our
forward-looking statements by these cautionary statements. There may also be other material factors that may materially affect our forward-looking statements and our future results. As a result of the
foregoing, readers should not place undue reliance on our forward-looking statements. We do not undertake any obligation and do not intend to update any forward-looking statement in the future.

3

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PART IFINANCIAL INFORMATION

ITEM I. Financial Statements

DOV PHARMACEUTICAL, INC.  BALANCE SHEETS

|                                                                  |                                                                                                                                                                                                 | December 31, 2001                                                                                                                                   |                             | March 31, 2002                                                          |            
|----------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ----------------------------------------------------------------------- | -----------
|
|Assets                                                            |                                                                                                                                                                                                 |                                                                                                                                                     |                             |                                                                         |            
|                                                                  | Current assets:                                                                                                                                                                                 |                                                                                                                                                     |                             |                                                                         |            
|                                                                  |                                                                                                                                                                                                 | Cash and cash equivalents                                                                                                                           |                             | $                                                                       | 13,573,707 
|                                                                  |                                                                                                                                                                                                 | Certificate of depositrestricted collateral                                                                                                        |                             |                                                                         | 78,627     
|                                                                  |                                                                                                                                                                                                 | Accounts receivable                                                                                                                                 |                             |                                                                         | 156,000    
|                                                                  |                                                                                                                                                                                                 | Investments                                                                                                                                         |                             |                                                                         | 2,380,583  
|                                                                  |                                                                                                                                                                                                 | Receivable from DOV Bermuda                                                                                                                         |                             |                                                                         | 1,330,821  
|                                                                  |                                                                                                                                                                                                 | Prepaid expenses and other current assets                                                                                                           |                             |                                                                         | 85,029     
|                                                                  |                                                                                                                                                                                                 |                                                                                                                                                     |                             |                                                                         |            
|                                                                  |                                                                                                                                                                                                 |                                                                                                                                                     | Total current assets        |                                                                         |            
|                                                                  | Property and equipment, net                                                                                                                                                                     |                                                                                                                                                     |                             | 242,377                                                                 |            
|                                                                  | Deferred charges, net                                                                                                                                                                           |                                                                                                                                                     |                             | 232,885                                                                 |            
|                                                                  |                                                                                                                                                                                                 |                                                                                                                                                     |                             |                                                                         |            
|                                                                  |                                                                                                                                                                                                 |                                                                                                                                                     | Total assets                |                                                                         | $          
|                                                                  |                                                                                                                                                                                                 |                                                                                                                                                     |                             |                                                                         |            
|Liabilities, Redeemable Preferred Stock and Stockholders' Deficit |                                                                                                                                                                                                 |                                                                                                                                                     |                             |                                                                         |            
|                                                                  | Current liabilities:                                                                                                                                                                            |                                                                                                                                                     |                             |                                                                         |            
|                                                                  |                                                                                                                                                                                                 | Accounts payable                                                                                                                                    |                             | $                                                                       | 359,754    
|                                                                  |                                                                                                                                                                                                 | Accrued expenses                                                                                                                                    |                             |                                                                         | 1,410,223  
|                                                                  |                                                                                                                                                                                                 | Notes payable                                                                                                                                       |                             |                                                                         | 1,141      
|                                                                  |                                                                                                                                                                                                 | Deferred revenuecurrent                                                                                                                            |                             |                                                                         | 2,500,000  
|                                                                  |                                                                                                                                                                                                 | Accumulated loss in excess of investment in DOV Bermuda                                                                                             |                             |                                                                         | 1,502,903  
|                                                                  |                                                                                                                                                                                                 |                                                                                                                                                     |                             |                                                                         |            
|                                                                  |                                                                                                                                                                                                 |                                                                                                                                                     | Total current liabilities   |                                                                         |            
|                                                                  |                                                                                                                                                                                                 |                                                                                                                                                     |                             |                                                                         |            
|                                                                  | Deferred revenuenoncurrent                                                                                                                                                                     |                                                                                                                                                     |                             | 2,708,333                                                               |            
|                                                                  | Convertible exchangeable promissory note                                                                                                                                                        |                                                                                                                                                     |                             | 9,807,704                                                               |            
|                                                                  | Convertible promissory note                                                                                                                                                                     |                                                                                                                                                     |                             | 2,987,971                                                               |            
|                                                                  | Commitments and contingencies                                                                                                                                                                   |                                                                                                                                                     |                             |                                                                         |            
|                                                                  | Redeemable preferred stockseries C, $1.00 par value, 1,750,000 shares authorized, 1,750,000 issued and outstanding at December 31, 2001 and March 31, 2002; liquidation preference $7,070,000  |                                                                                                                                                     |                             | 6,021,570                                                               |            
|                                                                  | Redeemable preferred stockseries D, $1.00 par value, 1,400,000 shares authorized, 1,040,000 issued and outstanding at December 31, 2001 and March 31, 2002; liquidation preference $10,400,000 |                                                                                                                                                     |                             | 8,816,589                                                               |            
|                                                                  | Stockholders' deficit:                                                                                                                                                                          |                                                                                                                                                     |                             |                                                                         |            
|                                                                  |                                                                                                                                                                                                 | Preferred stockseries B, $1.00 par value, 354,643 shares authorized, 354,643 shares issued and outstanding at December 31, 2001 and March 31, 2002 |                             |                                                                         | 354,643    
|                                                                  |                                                                                                                                                                                                 | Common stock, $.0001 par value, 30,000,000 shares authorized, 4,894,238 issued and outstanding at December 31, 2001 and March 31, 2002              |                             |                                                                         | 489        
|                                                                  |                                                                                                                                                                                                 | Additional paid-in capital                                                                                                                          |                             |                                                                         | 6,261,271  
|                                                                  |                                                                                                                                                                                                 | Accumulated deficit                                                                                                                                 |                             |                                                                         | (23,844,663
|                                                                  |                                                                                                                                                                                                 | Unearned compensation                                                                                                                               |                             |                                                                         | (807,899   
|                                                                  |                                                                                                                                                                                                 |                                                                                                                                                     |                             |                                                                         |            
|                                                                  |                                                                                                                                                                                                 |                                                                                                                                                     | Total stockholders' deficit |                                                                         |            
|                                                                  |                                                                                                                                                                                                 |                                                                                                                                                     |                             |                                                                         |            
|                                                                  |                                                                                                                                                                                                 |                                                                                                                                                     |                             | Total liabilities, redeemable preferred stock and stockholders' deficit |            
|                                                                  |                                                                                                                                                                                                 |                                                                                                                                                     |                             |                                                                         |            

The accompanying notes are an integral part of these financial statements.

4

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DOV PHARMACEUTICAL, INC.  STATEMENTS OF OPERATIONS

|                                                                               |                                    | Three Months Ended March 31, |          
|------------------------------------------------------------------------------ | ---------------------------------- | ---------------------------- | ---------
|
|
|Revenue                                                                        |                                    | $                            | 416,667  
|Operating expenses:                                                            |                                    |                              |          
|                                                                               | General and administrative expense |                              |          
|                                                                               | Research and development expense   |                              |          
|                                                                               |                                    |                              |          
|                                                                               |                                    | Loss from operations         |          
|Loss in investment in DOV Bermuda                                              |                                    |                              | (379,340 
|Interest income                                                                |                                    |                              | 110,952  
|Interest expense                                                               |                                    |                              | (242,379 
|Other expense, net                                                             |                                    |                              |         
|                                                                               |                                    |                              |          
|                                                                               |                                    | Net loss                     |          
|                                                                               |                                    |                              |          
|Basic and diluted net loss per share                                           |                                    | $                            | (0.37    
|                                                                               |                                    |                              |          
|Weighted average shares used in computing basic and diluted net loss per share |                                    |                              | 4,893,833

The
accompanying notes are an integral part of these financial statements.

5

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DOV PHARMACEUTICAL, INC.  STATEMENTS OF CASH FLOWS

|                                                                            |                                                        | Three Months Ended March 31,                         |           
|--------------------------------------------------------------------------- | ------------------------------------------------------ | ---------------------------------------------------- | ----------
|
|
|Cash flows from operating activities                                        |                                                        |                                                      |           
|Net loss                                                                    |                                                        | $                                                    | (1,816,353
|Adjustments to reconcile net loss to net cash used in operating activities: |                                                        |                                                      |           
|                                                                            | Loss in investment in DOV Bermuda                      |                                                      |           
|                                                                            | Net depreciation in investments                        |                                                      |           
|                                                                            | Noncash interest expense                               |                                                      |           
|                                                                            | Depreciation                                           |                                                      |           
|                                                                            | Amortization of deferred charges                       |                                                      |           
|                                                                            | Noncash compensation charges                           |                                                      |           
|                                                                            | Warrants, options and common stock issued for services |                                                      |           
|                                                                            | Changes in operating assets and liabilities:           |                                                      |           
|                                                                            |                                                        | Receivable from DOV Bermuda (Elan Portion)           |           
|                                                                            |                                                        | Accounts receivable                                  |           
|                                                                            |                                                        | Prepaid expenses and other current assets            |           
|                                                                            |                                                        | Accounts payable                                     |           
|                                                                            |                                                        | Accrued expenses                                     |           
|                                                                            |                                                        | Deferred revenue                                     |           
|                                                                            |                                                        |                                                      |           
|                                                                            | Net cash provided by (used in) operating activities    |                                                      |           
|                                                                            |                                                        |                                                      |           
|Cash flows from investing activities                                        |                                                        |                                                      |           
|Purchases of property and equipment                                         |                                                        |                                                      | (22,957   
|Purchases of certificates of deposit                                        |                                                        |                                                      | (1,646    
|                                                                            |                                                        |                                                      |           
|                                                                            | Net cash used in investing activities                  |                                                      |           
|                                                                            |                                                        |                                                      |           
|Cash flows from financing activities                                        |                                                        |                                                      |           
|Repayment of notes payable                                                  |                                                        |                                                      | (312      
|Proceeds from options exercised                                             |                                                        |                                                      | 31,250    
|                                                                            |                                                        |                                                      |           
|                                                                            | Net cash provided by (used in) financing activities    |                                                      |           
|                                                                            |                                                        |                                                      |           
|                                                                            |                                                        | Net increase (decrease) in cash and cash equivalents |           
|Cash and cash equivalents, beginning of period                              |                                                        |                                                      | 4,262,926 
|                                                                            |                                                        |                                                      |           
|Cash and cash equivalents, end of period                                    |                                                        | $                                                    | 10,164,432
|                                                                            |                                                        |                                                      |           

The
accompanying notes are an integral part of these financial statements.

6

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DOV PHARMACEUTICAL, INC.  NOTES TO UNAUDITED FINANCIAL STATEMENTS

1.    The Company

Organization

DOV Pharmaceutical, Inc. (the "Company") was incorporated in May 1995 under the laws of the State of New Jersey and reincorporated in Delaware in
November 2000.

The
Company is a biopharmaceutical company focused on the discovery, in-licensing, development and commercialization of novel drug candidates for central nervous system,
cardiovascular and urological disorders. The Company has five product candidates in clinical trials targeting insomnia, anxiety disorders, pain, depression and angina and hypertension. The Company has
established strategic alliances with select partners to access their unique technologies and their commercialization capabilities. The Company operates principally in the United States.

2.    Significant Accounting Policies

Basis of Presentation

The financial statements are presented on the basis of accounting principles that are generally accepted in the United States for interim financial information
and in accordance with the instructions of the Securities and Exchange Commission ("SEC") on Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of
management, these financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and cash
flows for the periods presented.

The
results of operations for the interim periods shown in this report are not necessarily indicative of results expected for the full year. The financial statements should be read in
conjunction with the audited financial statements and notes for the year ended December 31, 2001, included in our Registration Statement on Form S-1 filed with the SEC, as
amended through its effective date of April 24, 2002.

The
Company and Elan Corporation, plc ("Elan") entered into a transaction to form DOV (Bermuda), Ltd. f/k/a DOV Newco, Ltd. a Bermuda exempted limited company ("DOV
Bermuda"). While the Company owns 80.1% of the outstanding capital stock of DOV Bermuda and Elan owns 19.9%, Elan has retained significant minority rights that are considered "participating rights" as
defined in the Emerging Issues Task Force Consensus No. 96-16 "Investor's Accounting for an Investee When the Investor Has a Majority of the Voting Interest but the Minority
Shareholder or Shareholders Have Certain Approval or Veto Rights." Accordingly, the Company does not consolidate the financial statements of DOV Bermuda, but instead accounts for its investment in DOV
Bermuda under the equity method of accounting.

The
Company records its 80.1% interest in the loss in DOV Bermuda as research and development expense for the portion of the research and development expense incurred by the Company on
behalf of DOV Bermuda and as Loss in Investment in DOV Bermuda for the Company's 80.1% interest in the remaining loss of DOV Bermuda.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions
that affect the reported assets,

7

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liabilities, revenues, earnings, financial position and various disclosures. Actual results could differ from those estimates.

Deferred Charges

Deferred charges are issuance costs for the convertible exchangeable promissory note and the convertible promissory note and are being amortized over the
six-year term of the instruments. Costs of $750,000 in connection with the Company's planned initial public offering are deferred at March 31, 2002. These costs were charged to
additional paid-in capital upon the successful completion of the offering.

Net Loss Per Share

Basic and diluted net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period. The Company has
excluded the shares issuable on conversion of the convertible exchangeable promissory note, the convertible promissory note, convertible preferred stock, outstanding options and warrants to purchase
common stock from the calculation of diluted net loss per share, as such securities are antidilutive for all periods presented.

Three Months Ended March 31,2001

2002(Unaudited)Antidilutive securities not included in basic and diluted net loss per share calculation:Convertible preferred stock

3,409,522

5,094,321Convertible exchangeable promissory note

2,341,267

2,507,372Convertible promissory note

814,181

898,131Options

1,380,190

2,408,940Warrants

500,768

551,3128,445,928

11,460,076


Concentration of Credit Risk

Cash and cash equivalents are invested in deposits with significant financial institutions. The Company has not experienced any losses on its deposits of cash and
cash equivalents. Management believes that the financial institutions are financially sound and, accordingly, minimal credit risk exists. Approximately $11,300,000 of the Company's cash balance was
uncollateralized at March 31, 2002.

Recent Accounting Pronouncements

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which supersedes SFAS
No. 121. SFAS No. 144 further refines the requirements of SFAS No. 121 that requires companies to recognize an impairment loss if the carrying amount of a long-lived
asset is not recoverable based on its undiscounted future cash flows and measure an impairment loss as the difference between the carrying amount and fair value of the asset. In addition, SFAS
No. 144 provides guidance on accounting and disclosure issues surrounding long-lived assets to be disposed of by sale. The Company adopted SFAS No. 144 on January 1,
2002. The adoption of SFAS No. 144 did not have any impact on the Company's financial statements.

3.    Research and Development Expense

Research and development costs are expensed when incurred and include allocations for payroll and related costs and other corporate overhead. Certain research and
development expenses incurred on behalf of DOV Bermuda are billed to DOV Bermuda under a joint development and operating

8

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agreement. Payments received from DOV Bermuda that reflect Elan's 19.9% interest in the work performed by the Company for DOV Bermuda are recorded as a reduction in research and development expense.

The
following represents a detail of amounts included in research and development expense:

Three Months Ended March 31,2001

2002(Unaudited)Payroll related and associated overhead

$
827,915

$
981,627Clinical and preclinical trial costs


174,208


1,091,483Professional fees


63,066


178,620Total research and development expense.

$
1,065,189

$
2,251,730Research and development attributable to DOV Bermuda compounds

$
643,038

$
1,506,665Research and development attributable to other compounds


422,151


745,065Total research and development expense

$
1,065,189

$
2,251,730


4.    DOV Bermuda

The unaudited summarized results of operations of DOV Bermuda for the first quarter 2002 and the respective period in 2001 are as follows:

Three Months Ended March 31,2001

2002(Unaudited)Research and development expense

$
1,271,360

$
2,182,803Operating loss

$
1,276,406

$
2,190,111Net loss

$
1,276,377

$
2,190,111


The
following represents a reconciliation of the total loss of DOV Bermuda included in the Company's statements of operations:

Three Months Ended March 31,2001

2002(Unaudited)Loss in investment in DOV Bermuda

$
379,340

$
247,614Research and development expense


643,038


1,506,665Total loss in DOV Bermuda recorded by DOV Pharmaceutical, Inc.

$
1,022,378

$
1,754,279


5.    Stock Split

On March 8, 2002, the Company's board of directors declared a 1.62 for 1 stock split of the Company's common stock paid in the form of a dividend. In order
to effect the split with regard to the series B preferred stock, the Company's board of directors approved an amendment to the Company's certificate of incorporation to provide for an
adjustment in the conversion ratio of the series B preferred stock to reflect the split. The amendment was approved by the stockholders of the Company,

9

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including the holders of the series B preferred stock voting as a separate class. The split was effective on April 5, 2002. All share data give effect to such split as if the split had
occurred on January 1, 2001.

6.    Subsequent Events

On April 30, 2002, the Company completed an initial public offering of 5,000,000 shares of common stock at $13.00 per share raising estimated net proceeds
for the Company of $59.2 million, net of underwriting discounts and offering expenses. Upon completion of the initial public offering, all outstanding shares of the Company's series C and
series D redeemable convertible preferred stock automatically converted on a 1.62 for 1 basis into an aggregate of 4,519,800 shares of common stock.

The
investment balance at March 31, 2002 is the value of warrants the Company holds on Neurocrine common stock. As the warrants represent a derivative financial instrument under
SFAS 133 "Accounting for Derivative Instruments and Hedging Activities," both the asset and the liability to Wyeth-Ayerst are reflected in the Company's financial statements at fair value and
the Company records an adjustment to those fair values at the end of each reporting period with the corresponding gain or loss reflected in other income or other expense. As of May 22, 2002,
the fair market value of these warrants was $1.3 million, a decrease of $408,000 from March 31, 2002, due primarily to a decline in the market value of Neurocrine's common stock. This is
partially offset by a corresponding reduction in the liability to Wyeth-Ayerst of $143,000.

7.    Recent Litigation Developments

During the period from April 30, 2002 through May 29, 2002, a number of purported class action lawsuits have been filed naming as defendants the
Company, certain of the Company's officers and directors and certain of the underwriters in the Company's April 25, 2002 initial public offering of 5,000,000 shares of its common stock. The
lawsuits were filed in the United States District Court for the Southern District of New York and the Untied States District Court for the District of New Jersey. The complaints that have been served
allege violations of Sections 11, 12 and 15 of the Securities Act of 1933 based upon the Company's alleged failure to disclose the filing of a revised registration statement and prospectus for the
Company's initial public offering reflecting changes to the 1999 financial statements of the Company's joint venture with Elan Corporation, plc, DOV (Bermuda), Ltd. The purported class actions
were brought on behalf of purchasers of the Company's common stock in or traceable to the Company's initial public offering and are stated to seek money damages or rescission. The Company believes
that it has meritorious defenses to the claims alleged in the purported class actions and the Company intends to vigorously defend against the claims. However,
litigation is inherently uncertain and the Company cannot give assurances as to the ultimate outcome or effect of these actions. If the plaintiffs in these actions were to prevail, such an outcome
would have a material adverse effect on the Company's financial condition, results of operations and liquidity.

8.    Contingencies

Biovail Matters

In January 2001, the Company granted Biovail an exclusive worldwide license under one of the Company's patents, the DOV diltiazem patent. Under that
agreement, the Company may be responsible for a portion of Biovail's legal expenses up to $1,500,000, which are incurred in connection with the infringement or defense of the DOV diltiazem patent.
Following the license of the DOV diltiazem patent to Biovail, Biovail listed it in the FDA'sApproved Drug Products with Therapeutic Equivalence
Evaluationbook, commonly known as the "Orange Book," as its branded drug, Tiazac, as approved under Biovail's new drug application, or NDA, 20-401. The effect of
this filing was to prevent Biovail's potential competitor, Andrx Pharmaceuticals, Inc., from obtaining FDA approval of its abbreviated new drug application for a generic version of Tiazac and
marketing that generic drug for up to 30 months. Litigation in Florida federal court between Andrx and Biovail ensued, including a

10

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patent infringement action brought by Biovail against Andrx in April 2001. The Company is not a party to the litigation.

In
the litigation, Andrx sought relief under various causes of action, including violations of antitrust laws and patent invalidity. While many of Andrx's claims have been dismissed by
the court, Andrx continues to seek to invalidate the Company's license agreement with Biovail. Currently, it is not feasible to predict the outcome of this litigation and any potential appeal by Andrx
of the dismissal of its claims. The Company believes that there is no reasonable basis to invalidate the Biovail license agreement. However, the Biovail license agreement and the DOV diltiazem patent
are material to the Company; thus any unfavorable outcome could have a material adverse effect on the Company's financial position, liquidity and results of operations. Additionally, as of
March 31, 2002, Biovail has not asserted any claim for reimbursement of legal expenses. The Company believes that any legal expenses incurred by Biovail for this matter are not subject to
reimbursement by the Company under the license agreement and no provision for the reimbursement of such costs is included in the financial statements as of March 31, 2002.

Related
to the Andrx/Biovail litigation, on March 8, 2001, the Company received a letter from the Federal Trade Commission, or FTC, stating that it was conducting a nonpublic
investigation of whether Biovail engaged in unfair competition. The stated purpose of the letter was to seek from the Company,
on a voluntary, confidential basis, disclosure to the FTC of certain requested information related to the Biovail license agreement. The Company has cooperated with the FTC in its requests.

On
April 23, 2002, the FTC announced a complaint against Biovail and a proposed consent order with Biovail to settle its antitrust investigation. The proposed consent order
requires Biovail to return to the Company the exclusive license to manufacture and sell any extended release formulation of diltiazem that has been approved by the FDA for sale pursuant to NDA
20-401, or that is described in any ANDA for which approval is sought by referencing NDA 20-401. The Company is not a party to the proposed consent order and Biovail will
require the Company's approval to amend its license agreement to return this asset. The Company does not expect such amendment to have a material adverse impact on its financial position, liquidity or
results of operations.

The
FTC must approve the form of agreement for Biovail's return of the exclusive license to manufacture and sell any extended release formulation of diltiazem that has been approved by
the FDA for sale pursuant to NDA 20-401, or that is described in any ANDA for which approval is sought by referencing NDA 20-401. The FTC may also withdraw from the proposed
consent order. It is not feasible to predict the outcome of this matter. The Biovail license agreement and the DOV diltiazem patent are material to the Company and thus any unfavorable outcome could
have a material adverse effect on the Company's financial position, liquidity and results of operations.

Elan Matter

Under the terms of the Company's joint venture agreements with Elan, Elan's consent is required with respect to certain transactions entered into by the Company.
In the event that the Company does not obtain Elan's consent when it is required, Elan has the right to terminate the license agreement with Nascime. In January 2001, the Company entered into a
license, research and development agreement with Biovail, which is a named technological competitor of Elan under Elan's license agreement with Nascime. The Company does not believe that Elan's
consent to the Biovail agreement was required and the Company does not believe that Elan is entitled to terminate its license agreement with Nascime as a result of the Company entering into the
Biovail license agreement without Elan's consent. Nonetheless, the Company sought consent from Elan, which Elan refused to grant. While Elan has neither asserted that its consent was required, nor
objected to the Company entering into the Biovail license agreement or threatened to terminate its license agreement with Nascime, it has stated that it reserves its rights with respect to this issue.
It is not feasible to predict what the outcome would be if Elan were to seek to terminate its agreement based on the Company's failure to obtain its consent. The Elan license with Nascime is material
to the Company and if the license were to be terminated, it could have a material adverse impact on the Company's financial position and results of operations.

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ITEM 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations

You should read the following discussion of our results of operations and financial condition together with our unaudited financial
statements and related notes contained elsewhere in this report. References to "we," "us," and"our" refer to DOV Pharmaceutical, Inc.

Overview

We are focused on the discovery, in-licensing, development and commercialization of novel drug candidates for the treatment of central nervous system,
cardiovascular and urological disorders. In 1998, we licensed four of our product candidates from Wyeth-Ayerst: NBI-34060, for the treatment of insomnia, bicifadine, for the treatment of
pain, ocinaplon, for the treatment of anxiety, and DOV 216,303, for the treatment of depression. We sublicensed NBI-34060 to Neurocrine in 1998 in exchange for the right to receive
payments upon the achievement of certain clinical development milestones and royalties based on product sales, if any. We are developing bicifadine and ocinaplon through DOV (Bermuda), Ltd., or
DOV Bermuda, our joint venture with Elan. DOV diltiazem is being developed through our collaboration with Biovail, which we entered into in January 2001.

Since
our inception, we have incurred significant operating losses and we expect to do so for the foreseeable future. As of March 31, 2002, we had an accumulated deficit of
$27.7 million. We have depended upon equity and debt financings and license fee and milestone payments from our collaborative partners and licensees to fund our research and product development
programs and expect to do so for the foreseeable future.

We
have a limited history of operations and anticipate that our quarterly results of operations will fluctuate for several reasons, including the timing and extent of our research and
development efforts, the timing and extent of our adding new employees and infrastructure, the timing of milestone, license fee and royalty payments and the timing and outcome of regulatory approvals.

Our
revenue has consisted primarily of license fees and milestone payments from our collaborative partners and licensees. We record revenue on an accrual basis when amounts are
considered collectible. Revenues received in advance of performance obligations, or in cases where we have a continuing
obligation to perform services, are deferred and amortized over the performance period. Revenues from milestone payments that represent the culmination of a separate earnings process are recorded when
the milestone is achieved. Contract revenues are recorded as the services are performed. License and milestone revenue are typically not consistent or recurring in nature. Our revenue has fluctuated
from year-to-year and quarter-to-quarter and will likely continue to be highly volatile.

Our
operating expenses consist primarily of royalty expense, costs associated with research and development and general and administrative costs associated with our operations. Royalty
expense consists of royalty and milestone payments accrued under our license agreement with Wyeth-Ayerst. Research and development expense consists primarily of compensation and other related costs of
our personnel dedicated to research and development activities, as well as outside professional fees related to clinical trials and preclinical studies. Research and development expense also includes
our expenses related to development activities of DOV Bermuda. General and administrative expense consists primarily of the costs of our senior management, finance and administrative staff, business
insurance and professional fees. Expansion of our operations and costs associated with being a public reporting entity will increase our general and administrative expense.

We
expect our research and development expenses to increase substantially in the foreseeable future. We expect that a large percentage of our research and development expenses will be
incurred in support of our clinical trial programs for bicifadine, ocinaplon and DOV 216,303, as well as our product candidates in our preclinical program if they progress into clinical trials.

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In
January 1999, we entered into a joint venture with Elan. As part of the transaction, we formed DOV Bermuda to develop controlled release formulations of ocinaplon and
bicifadine. While we own 80.1% of the outstanding common stock of DOV Bermuda, Elan has retained significant minority investor rights that are treated as "participating rights" as defined in Emerging
Issues Task Force Consensus, or EITF, No. 96-16 "Investor's Accounting for an Investee When the Investor Has a Majority of the Voting Interest but the Minority Shareholder or
Shareholders Have Certain Approval or Veto Rights." Therefore, we do not consolidate the financial statements of DOV Bermuda, but instead account for our investment in DOV Bermuda under the equity
method of accounting. The Company records its 80.1% interest in the loss in DOV Bermuda as research and development expense for the portion of the research and development expense incurred by the
Company on behalf of DOV Bermuda and as Loss in Investment in DOV Bermuda for the Company's 80.1% interest in the remaining loss of DOV Bermuda.

Results of Operations

Three Months Ended March 31, 2002 and 2001

Revenue.Our revenue was $708,000 for the first quarter 2002, as compared to $417,000 for the comparable period last year. In
the first quarter of 2002, our revenue was comprised of $625,000 in amortization of the $7,500,000 fee we received on signing of the license, research and development agreement for our collaboration
with Biovail in January 2001, and $83,000 in revenue from contract research services performed under our collaboration with Biovail. In the first quarter 2001, our revenue was comprised solely
of amortization of the Biovail license fee.

Research and Development Expense.Research and development expense increased $1.2 million to $2.3 million for
the first quarter 2002 from $1.1 million for the comparable period in 2001. Approximately $867,000 of the increase in research and development expense was attributable to increased costs
associated with the Phase II clinical trials for ocinaplon and bicifadine. The remaining increase of $320,000 was primarily attributable to increased costs related to clinical trials for our other
products and additional personnel of $75,000 and professional fees of $116,000 as we expanded our operations.

General and Administrative Expense.General and administrative expense increased $162,000 to $819,000 in the first quarter
2002 from $657,000 for the comparable period in 2001. The increase was primarily attributable to increased costs for additional personnel of $134,000 as we expanded our operations.

Loss in Investment in DOV Bermuda.Loss in investment in DOV Bermuda decreased $131,000 to $248,000 in the first quarter 2002
from $379,000 in the comparable period in 2001. The decrease resulted primarily from decreased costs associated with the formulation development work for ocinaplon and bicifadine performed by Elan.

Interest Income.Interest income decreased $50,000 to $61,000 in the first quarter 2002 from $111,000 in the comparable
period in 2001. The decrease was due to higher balances of cash and cash equivalents in the first quarter 2001 resulting from the $7.5 million license fee received from Biovail in
January 2001 as well as lower average interest rate yields in the first quarter of 2002.

Interest Expense.Interest expense increased $669,000 to $911,000 in the first quarter 2002 from $242,000 in the comparable
period in 2001. We recorded interest expense of $910,000 on our convertible exchangeable promissory note and convertible line of credit with Elan in the first quarter of 2002, and $242,000 in the
comparable period in 2001. This increase was due to higher outstanding balances on the convertible exchangeable promissory note and the convertible line of credit and an increase in the additional
interest discussed below. Both the Elan convertible exchangeable promissory note and convertible line of credit contain interest that will be paid either in cash or common stock at

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Elan's option. In accordance with EITF 00-27, we evaluate this conversion feature each time interest is accrued to the notes. This feature resulted in interest expense of $664,000 for the
first quarter of 2002, an increase of $650,000 from the first quarter of 2001, due primarily to the increase in the fair value of our common stock. To the extent the value of our common stock is at or
above $3.98 per share with respect to the convertible exchangeable promissory note or $3.41 per share with respect to the convertible line of credit, we will continue to incur additional interest
expense each time interest is accrued on the notes.

Other Expense, net.We had $423,000 of other expense, net in the first quarter of 2002. We did not record any other expense,
net in the comparable period in 2001. In the first quarter 2002, other expense, net consisted primarily of a decrease of $644,000 in value of the warrants to acquire Neurocrine common stock, which we
earned in 2001 upon the achievement of a certain milestone, offset by the decrease in our liability to Wyeth-Ayerst of $225,000 associated with the warrants. This resulted in an overall net expense of
$419,000 associated with these warrants.

Liquidity and Capital Resources

At March 31, 2002, our cash and cash equivalents totaled $11.4 million compared with $13.6 million at December 31, 2001. The decrease
in cash balances at March 31, 2002 resulted primarily from the funding of our operations during the first quarter of 2002. At March 31, 2002, we had working capital of
$8.0 million.

Net
cash used in operations in the first quarter 2002 amounted to $2.2 million, as compared with cash provided by operations of $5.9 million in the comparable period in
2001. The increase in cash used in operations resulted primarily from the increase in clinical development activities and the addition of personnel. Cash used in operations in the first quarter 2001
was offset by the receipt of the $7.5 million license fee from Biovail, net of amortization. Non-cash expense related to stock-based compensation, interest expense and depreciation
and amortization expenses were $1.3 million in the first quarter 2002 and $376,000 in the comparable period in 2001. Non-cash depreciation in the value of investments was $419,000
in the first quarter 2002.

We
believe that our existing cash and cash equivalents, and the net proceeds of our initial public offering completed on April 30, 2002, will be sufficient to fund our anticipated
operating expenses, debt obligations and capital requirements until at least the end of 2003. Our future capital uses and requirements depend on numerous factors, including:



Our
capital requirements may increase. As a result, we may require additional funds and may attempt to raise additional funds through equity or debt financings, collaborative agreements
with corporate partners or from other sources. In addition, future milestone payments under some of our collaborative or license agreements are contingent upon our meeting particular research or
development goals. The amount and timing of future milestone payments are contingent upon the terms of each collaborative or license agreement. Milestone performance criteria are specific to each
agreement and based upon future performance. Therefore, we are subject to significant variation in the

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timing and amount of our revenues, milestone expenses and results of operations from period to period.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risks

To date, we have invested our cash balances with significant financial institutions. In the future, the primary objective of our investment activities will be to
maximize the income we receive from our investments consistent with preservation of principal and minimum risk. Some of the securities that we invest in may have market risk. This means that a change
in prevailing interest rates may cause the principal amount of the investment to fluctuate. To minimize this risk in the future, we intend to maintain our portfolio of cash equivalents and investments
in a variety of securities, including commercial paper, money market funds, government and non-government debt securities and corporate obligations.

The
investment balance of $1.7 million at March 31, 2002 represents the warrants we received from Neurocrine under our sublicense agreement. We have a corresponding accrued
royalty expense of $608,000 included in accrued expenses related to the portion of the Neurocrine warrants we must remit
to Wyeth-Ayerst under our license agreement. As the warrants represent a derivative financial instrument under SFAS 133 "Accounting for Derivative Instruments and Hedging Activities," both the
asset and the liability to Wyeth-Ayerst are reflected in our financial statements at fair value and we record an adjustment to those fair values at the end of each reporting period with the
corresponding gain or loss reflected in other income or other expense. Included in other expense, net for first quarter 2002, was $419,000 for the net result of the decrease in the value of the
warrants offset by the decrease in the liability. We calculated these values using a Black-Scholes methodology. The significant assumptions include the volatility of 61.1% and risk-free
rate of 4.5% used in those calculations. The fair value of the warrants will fluctuate based on many factors including but not limited to overall stock market conditions, the fair value of
Neurocrine's common stock, the volatility in Neurocrine's common stock and length of time left on our warrants, currently four and one-half years. The majority of the value in the asset at
March 31, 2002, relates to the term of the warrants and the fact that Neurocrine's common stock is volatile. As long as we continue to own these warrants, we expect these factors and the
corresponding value of the asset and liability to continue to fluctuate perhaps significantly from quarter-to-quarter and from year-to-year. As of
May 22, 2002, the fair market value of these warrants was $1.3 million, a decrease of $408,000 from March 31, 2002, due primarily to a decline in the market value of Neurocrine's
common stock. This is partially offset by a corresponding reduction in the liability to Wyeth-Ayerst of $143,000.

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PART IIOTHER INFORMATION

Item 1. Legal Proceedings

Biovail/Andrx Litigation

Litigation instituted in February 2001 between Andrx Pharmaceuticals, Inc., Andrx, and Biovail Corporation, involving our DOV diltiazem patent, is
currently pending in the United Stated District Court for the Southern District of Florida. This litigation was instituted following the license of our DOV diltiazem patent to Biovail and Biovail's
subsequent listing of that patent in the FDA's "Orange Book" as claiming its branded drug Tiazac under approved new drug application, or NDA, 20-401. This listing had the effect of
preventing FDA approval of Andrx's abbreviated new drug application, or ANDA, for a generic version of Tiazac for up to 30 months. Among other things, Biovail claimed that Andrx's generic
version of Tiazac would infringe our DOV diltiazem patent. Andrx, among other things, claimed that its generic version of Tiazac would not infringe our DOV diltiazem patent, that our DOV diltiazem
patent is invalid and that our license agreement with Biovail is invalid as it constitutes an unreasonable restraint of trade in violation of antitrust laws. We are not a party to that litigation, nor
have we made any attempt to join in the litigation.

On
April 11, 2002, Andrx announced that, according to Biovail, Biovail had withdrawn its Orange Book listing described above. On April 9, 2002, Biovail and Andrx filed a
stipulation of dismissal of Biovail's claim that Andrx's generic version of Tiazac would infringe our DOV diltiazem patent. On April 19, 2002, the federal court in Florida approved this
stipulation of dismissal and also ordered that Andrx's claims of infringement and invalidity were moot. We cannot assure you that Biovail's dismissal of its infringement claim will not adversely
affect our right in the future to preclude Andrx from infringing the DOV diltiazem patent, at least to the extent of infringement claimed by Biovail in the Florida litigation. We also cannot assure
you that Andrx will not appeal the court's order that its claims of infringement and invalidity are moot. If Andrx appeals and is successful, there would be a risk to us that the DOV diltiazem patent
could be declared invalid and that we could lose any potential value that may be derived from the DOV diltiazem patent. Further, Andrx's claim that our license agreement
with Biovail is invalid remains in litigation. If Andrx obtains a court order that our license agreement with Biovail is invalid, we would lose the right to receive clinical development payments, and
milestone and royalty payments, that Biovail might have been required to pay to us under our license agreement.

Our
license agreement with Biovail gives Biovail the right to defend against any infringement action relating in any way to the DOV diltiazem patent and the exclusive right to enforce
the DOV diltiazem patent against others, including the exclusive right to sue others for past, present and future infringements of the DOV diltiazem patent. We are contractually obligated to reimburse
Biovail for legal fees and disbursements incurred in connection with such defense or enforcement, up to a maximum of $1.5 million. We believe that Biovail's actions in listing the DOV diltiazem
patent in the Orange Book were taken in major part to secure a stay of FDA approval of Andrx's generic drug, rather than to defend or enforce the DOV diltiazem patent. Further, Biovail's litigation
with Andrx involved many issues, including violation of antitrust laws, unrelated to the DOV diltiazem patent or its validity. As noted above, Andrx has publicly stated that it has been advised by
Biovail that Biovail has withdrawn its Orange Book listing and Andrx and Biovail filed a stipulation of dismissal of the patent infringement action against Andrx with respect to the DOV diltiazem
patent. For these reasons, we believe that the litigation between Biovail and Andrx is not of the type contemplated for reimbursement under the license agreement. Nonetheless, we may be responsible
for a portion of Biovail's legal expenses with regard to litigating Biovail's claim that Andrx's generic drug infringes the DOV diltiazem patent.

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Federal Trade Commission Investigation

Related to the Andrx/Biovail litigation, in March 2001, following a request for investigation by Andrx, the Federal Trade Commission, or FTC, notified us
that it was conducting a nonpublic investigation to determine whether Biovail or any other person is engaging in unfair methods of competition in violation of the Federal Trade Commission Act, and
that the primary focus is the legality of Biovail's January 2001 Orange Book listing of the DOV diltiazem patent. The FTC letter sought information related to the Biovail license agreement. We
have cooperated with the FTC in its requests. The FTC staff has informed us during informal discussions that its investigation should not be viewed as an allegation of wrongdoing against us.

On
April 23, 2002, the FTC announced a complaint against Biovail and a proposed consent order with Biovail to settle its antitrust investigation. The proposed consent order
requires Biovail to return to us the exclusive license to manufacture and sell any extended release formulation of diltiazem that has been approved by the FDA for sale pursuant to NDA
20-401, or that is described in any ANDA for which approval is sought by referencing NDA 20-401. We are not a party to the proposed consent order, and Biovail will require our
approval to amend the license agreement to return this asset. The FTC has submitted the proposed consent order for public comment until May 23, 2002, after which it will determine whether or
not to make it final. If the license agreement change is made, the angina or hypertension drug developed under the license agreement would, in order to be protected by an exclusive patent license,
have to contain an immediate release component and be sold under an NDA
other than NDA 20-401. The effect of this change in the license agreement would mean that we would be entitled, but not required, to grant a non-exclusive license to other
persons for the manufacture and sale of an extended release formulation of diltiazem that is described in any ANDA for which approval is sought by referencing Biovail's NDA 20-401. We
would continue to have the right to receive royalties from any licensee who manufactures and sells an extended release formulation of diltiazem using the DOV diltiazem patent. The FTC must approve the
form of agreement for Biovail's return of the exclusive license to manufacture and sell any extended release formulation of diltiazem that has been approved by the FDA for sale pursuant to NDA
20-401, or that is described in any ANDA for which approval is sought by referencing NDA 20-401. The FTC may also withdraw from the proposed consent order and seek other
remedies against Biovail or us, including court ordered reformation of the agreement, which could have a material adverse affect on our business, including the substantial costs and distraction to
management of any litigation that may ensue.

Securities Class Action Lawsuits

During the period from April 30, 2002 through May 29, 2002, a number of purported class action lawsuits have been filed naming us as defendants,
certain of our officers and directors and certain of the underwriters in our April 25, 2002 initial public offering of 5,000,000 shares of our common stock. The lawsuits were filed in the
United States District Court for the Southern District of New York and the Untied States District Court for the District of New Jersey. The complaints that have been served allege violations of
Sections 11, 12 and 15 of the Securities Act of 1933 based upon the alleged failure to disclose that we filed a revised registration statement and prospectus for our initial public offering reflecting
changes to the 1999 financial statements of our joint venture with Elan Corporation, plc, DOV (Bermuda), Ltd. The purported class actions were brought on behalf of purchasers of our common
stock in or traceable to our initial public offering and are stated to seek money damages or rescission. We believe we have meritorious defenses to the claims alleged in the purported class actions
and we intend to vigorously defend against the claims. However, litigation is inherently uncertain and we cannot give assurances as to the ultimate outcome or effect of these actions. If the
plaintiffs in these actions were to prevail, such an outcome would have a material adverse effect on our financial condition, results of operations and liquidity.

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Item 2. Changes in Securities and Use of Proceeds

Use of Proceeds from Registered Securities

|1) |  | The effective date of the Securities Act registration statement for which the use of proceeds information is being disclosed was April, 24, 2002, and the Commission file number assigned to the registration statement is
333-81484.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2) |  | The offering commenced as of April 25, 2002.                                                                                                                                                                                         
|3) |  | The offering did not terminate before any securities were sold.                                                                                                                                                                      
|4) |  | (i)                                                                                                                                                                                                                                  
|   |  | (ii)                                                                                                                                                                                                                                 
|   |  | (iii)                                                                                                                                                                                                                                
|   |  | (iv)                                                                                                                                                                                                                                 
|   |  | (v)                                                                                                                                                                                                                                  
|   |  | (vi)                                                                                                                                                                                                                                 
|   |  | (vii)                                                                                                                                                                                                                                
|   |  | (viii)                                                                                                                                                                                                                               

Item 4. Submission of Matters to a Vote of Security Holders

On March 28, 2002, a majority of our stockholders approved, via a written consent (in lieu of a special meeting), the adoption of our First Certificate of
Amendment of Second Amended and Restated Certificate of Incorporation.

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The
results of the stockholder consent were as follows:

For

Against

WithheldCommon Stock, Series C Preferred Stock and Series D Preferred Stock (voting as a single class)

8,671,686



742,352Series B Preferred Stock

354,643






Item 5. Other Information

Risk Factors and Factors Affecting Forward-Looking Statements

If any of the events covered by the following risks occur, our business, results of operations and financial condition could be harmed. In that case, the trading
price of our common stock could decline.

Our stock price is likely to be volatile and the market price of our common stock may decline.

Prior to our April 25, 2002 initial public offering of 5,000,000 shares of our common stock, there had been no public market for our common stock and an
active public market for our common stock may not develop or continue following our initial public offering. Market prices for securities of biopharmaceutical companies have been particularly
volatile. Some of the factors that may cause the market price of our common stock to fluctuate include:



If
any of the risks relating to our initial public offering occurred or if any of the foregoing risks occur in the future, it could cause our stock price to fall and may expose us to
class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management. In this regard, following a decline in the aftermarket trading price of our common stock in
connection with our initial public offering, beginning on April 30, 2002 through the date hereof, a number of purported class action lawsuits have been filed naming us as defendants, in
addition to certain of our officers and directors and certain of our underwriters. For a complete description of these purported class action lawsuits and the risks they present, please refer to the
"Part IIOther Information" section of this report under the subheading "Item 1. Legal ProceedingsSecurities Class Action Lawsuits."

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We have incurred losses since our inception and expect to incur significant losses for the foreseeable future, and we may never reach profitability.

Since our inception in April 1995 through March 31, 2002, we have incurred significant operating losses and, as of March 31, 2002, we had an
accumulated deficit of $27.7 million. We have not yet completed the development, including obtaining regulatory approvals, of any product candidate and, consequently, have not generated any
revenues from the sale of products. Even if we succeed in developing and commercializing one or more of our product candidates, we may never achieve significant sales revenue and we expect to incur
operating losses for the foreseeable future. We also expect to continue to incur significant operating expenses and capital expenditures and anticipate that our expenses will increase substantially in
the foreseeable future as we:



We
need to generate significant revenue to achieve and maintain profitability. We may not be able to generate sufficient revenue and we may never be able to achieve or maintain
profitability.

We are dependent on the successful outcome of clinical trials for our five lead product candidates.

None of our product candidates is currently approved for sale by the United States Food and Drug Administration, or FDA, or by any other regulatory agency in the
world, and our product candidates may never be approved for sale or become commercially viable. Before obtaining regulatory approval for the sale of our product candidates, they must be subjected to
extensive preclinical and clinical testing to demonstrate their safety and efficacy for humans. Our success will depend on the success of our currently ongoing clinical trials and subsequent clinical
trials that have not yet begun.

There
are a number of difficulties and risks associated with clinical trials. The possibility exists that:



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Given
the uncertainty surrounding the regulatory and clinical trial process, we may not be able to develop safe, commercially viable products. If we are unable to successfully develop
and commercialize any of our product candidates, this would severely harm our business, impair our ability to generate revenues and adversely impact our stock price.

We may not receive regulatory approvals for our product candidates or approvals may be delayed.

Regulation by government authorities in the United States and foreign countries is a significant factor in the development, manufacture and commercialization of
our product candidates and in our ongoing research and development activities. All of our product candidates are in various stages of research and development and we have not yet requested or received
regulatory approval to commercialize any product candidate from the FDA or any other regulatory body.

In
particular, human therapeutic products are subject to rigorous preclinical testing, clinical trials and other approval procedures of the FDA and similar regulatory authorities in
foreign countries. The FDA regulates, among other things, the development, testing, manufacture, safety, efficacy, record keeping, labeling, storage, approval, advertising, promotion, sale and
distribution of biopharmaceutical products. Securing FDA approval requires the submission of extensive preclinical and clinical data and supporting information to the FDA for each therapeutic
indication to establish the product candidate's safety and efficacy. The approval process may take many years to complete and may involve ongoing requirements for post-marketing studies.
Additionally, even after receipt of FDA approval, the FDA may request additional trials to evaluate any adverse reactions or long-term effects. The scope and expense of such
post-approval trials could be extensive and costly to us. Any FDA or other regulatory approval of our product candidates, once obtained, may be withdrawn. If our product candidates are
marketed abroad, they will also be subject to extensive regulation by foreign governments.

Any
failure to receive regulatory approvals necessary to commercialize our product candidates would have a material adverse effect on our business. The process of obtaining these
approvals and the subsequent compliance with appropriate federal and state statutes and regulations require spending substantial time and financial resources. If we, or our collaborators or licensees,
fail to obtain or maintain or encounter delays in obtaining or maintaining regulatory approvals, it could adversely affect the marketing of any product candidates we develop, our ability to receive
product or royalty revenues and our liquidity and capital resources.

Our operating results are subject to fluctuations that may cause our stock price to decline.

Our revenue is unpredictable and has fluctuated significantly from year-to-year and quarter-to-quarter and will
likely continue to be highly volatile. We believe that period-to-period comparisons of our past operating results are not good indicators of our future performance and should
not be relied on to predict our future results. For example, in 2000 we recorded no revenue while in 2001 we had $5.7 million in revenue, primarily as a result of license fees from Biovail and
a milestone payment from Neurocrine Biosciences, Inc, or Neurocrine. In the future, our operating results in a particular period may not meet the expectations of any securities analysts whose
attention we may attract, or those of our investors, which may result in a decline in the market price of our common stock.

We rely entirely on the efforts of Neurocrine for the development, design and implementation of clinical trials, regulatory approval and commercialization of our insomnia
compound, NBI-34060.

In 1998, we sublicensed NBI-34060 to Neurocrine without retaining any material rights other than the right to receive milestone payments and royalties
on product sales, if any. The clinical development, design and implementation of clinical trials, the preparation of filings for FDA approval and, if approved, the subsequent commercialization of
NBI-34060, and all other matters relating to NBI-34060,

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are entirely within the control of Neurocrine. We will have no control over this process and, as a result, our ability to receive any revenue from NBI-34060 is entirely dependent on the
success of Neurocrine's efforts. Neurocrine may fail or otherwise decide not to devote the resources necessary to successfully develop and commercialize NBI-34060, which would impair our
ability to receive milestone or royalty payments, if any, in respect of NBI-34060.

Our success in developing our product candidates depends upon the performance of our licensees and collaborative partners.

Our efforts to develop, obtain regulatory approval for and commercialize our existing and any future product candidates depend in part upon the performance of our
licensees and collaborative partners.
Currently, we have license and collaborative agreements with Elan, Biovail, Neurocrine and Wyeth-Ayerst, formerly American Cyanamid Company. In connection with these agreements, we have granted
certain rights, including development and marketing rights and rights to defend and enforce our intellectual property. We do not have day-to-day control over the activities of
our licensees or collaborative partners and cannot assure you that they will fulfill their obligations to us, including their development and commercialization responsibilities in respect of our
product candidates. We also cannot assure you that our licensees or collaborators will properly maintain or defend our intellectual property rights or that they will not utilize our proprietary
information in such a way as to invite litigation that could jeopardize or potentially invalidate our proprietary information or expose us to potential liability. Further, we cannot assure you that
our licensees or collaborators will not encounter conflicts of interest, changes in business strategy or other business issues, or that they will not acquire or develop rights to competing products,
all of which could adversely affect their willingness or ability to fulfill their obligations to us.

Any
failure on the part of our licensees or collaborators to perform or satisfy their obligations to us, could lead to delays in the development or commercialization of our product
candidates and affect our ability to realize product revenues. Disagreements with our licensees or collaborators could require or result in litigation or arbitration, which could be
time-consuming and expensive. If we fail to maintain our existing agreements or establish new agreements as necessary, we could be required to undertake development, manufacturing and
commercialization activities solely at our own expense. This would significantly increase our capital requirements and may also delay the commercialization of our product candidates.

Our existing collaborative and licensing agreements contain, and any such agreements that we may enter into in the future may contain, covenants that restrict our product
development and commercialization activities.

Our existing license and collaborative agreements contain covenants that restrict our product development or future business efforts and have involved, among
other things, the issuance of debt and equity securities, limitations on our ability to license our product candidates to third parties and restrictions on our ability to compete. Because of these
restrictive covenants, if our licensees or collaborators fail to fulfill their obligations to us or we are otherwise not able to maintain these relationships, we cannot assure you that we will be able
to enter into alternative arrangements or assume the development of these product candidates ourselves. This would significantly affect our ability to commercialize our product candidates. Further, we
cannot assure you, even if alternative arrangements are available to us, that they will be any less restrictive on our business activities.

Litigation involving our DOV diltiazem patent, to which we are not a party, may adversely affect our DOV diltiazem patent and our relationship with our licensee Biovail.

Litigation between Biovail and Andrx Pharmaceuticals, Inc., involving our DOV diltiazem patent, is currently pending in federal court in Florida. This
litigation was instituted in February 2001,

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following the license of the DOV diltiazem patent to Biovail and Biovail's subsequent listing of that patent in the FDA's "Orange Book" as claiming its branded Tiazac under approved new drug
application, or NDA, 20-401. This listing had the effect of preventing FDA approval of Andrx's abbreviated new drug application, or ANDA, for a generic version of Tiazac for up to
30 months. We are not a party to that litigation, nor have we made any attempt to join in the litigation.

On
April 11, 2002, Andrx announced that, according to Biovail, Biovail had withdrawn its Orange Book listing described above. On April 9, 2002, Biovail and Andrx filed a
stipulation of dismissal of Biovail's claim that Andrx's generic version of Tiazac would infringe our DOV diltiazem patent. On April 19, 2002, the federal court in Florida approved this
stipulation of dismissal, and also ordered that Andrx's claims of infringement and invalidity were moot. Andrx continues to seek to have the court declare that our license agreement with Biovail is
invalid. For a complete description of these issues and the risks they present, please refer to the "Part IIOther Information" section of this report under the subheading
"Item 1. Legal ProceedingsBiovail/Andrx Litigation."

Biovail and the Federal Trade Commission have agreed to a settlement that may lead to a reformation of our license agreement with Biovail.

Related to the Andrx/Biovail litigation, the Federal Trade Commission, or FTC, commenced an investigation to determine whether Biovail or any other person is
engaging in unfair methods of competition. The FTC purported to focus primarily on the legality of Biovail's listing of the DOV diltiazem patent with the FDA. In connection with this investigation,
the FTC requested that we provide information regarding our license with Biovail. On April 23, 2002, the FTC announced a complaint against Biovail and a proposed consent order with Biovail to
settle its antitrust investigation, which has been submitted for public comment until May 23, 2002, after which the FTC will determine whether or not to make it final. The proposed consent
order requires Biovail to return to us the exclusive license to manufacture and sell any extended release formulation of diltiazem that has been approved by the FDA for sale pursuant to NDA
20-401, or that is described in any ANDA for which approval is sought by referencing NDA 20-401. We are not a party to the proposed consent order and Biovail will require our
approval to amend the license agreement to return this asset. The effect of this change in the license agreement would mean that we would be entitled, but not required, to grant a
non-exclusive license to other persons for the manufacture and sale of an extended release formulation of diltiazem. We would continue to have the right to receive royalties from any
licensee who manufactures and sells an extended release formulation of diltiazem using the DOV diltiazem patent. For a complete description of these issues and the risks they present, please refer to
the "Part IOther Information" section of this report under the subheading "Item 1. Legal ProceedingsFederal Trade Commission Investigation."

Our 80.1% ownership in the Elan joint venture may be significantly reduced and Elan's interest in the joint venture could potentially exceed our interest.

In connection with our joint venture with Elan, we issued to Elan an $8.0 million convertible exchangeable promissory note. The outstanding principal
balance, including accrued unpaid interest, is convertible into shares of our common stock. In the alternative, Elan may elect to exchange the outstanding principal balance of the note for equity in
the joint venture sufficient to increase its overall ownership interest equal to ours. If Elan elects to exchange its note, our interest in any profits the joint venture may receive from ocinaplon and
bicifadine will be significantly reduced. Elan's ownership could increase further if we fail to meet our future joint venture funding requirements.

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If certain technological competitors of Elan acquire at least ten percent of our voting stock or trigger other change of control clauses, Elan may, at its option, terminate its
license agreement with the joint venture, which could lead to a termination of the joint venture itself.

Under the Elan joint venture agreements, Elan has certain change of control rights that, if triggered, would permit it to terminate the license agreement under
which Elan granted the right to use its proprietary release technologies to the joint venture. This could also lead to a termination of our license agreement with the joint venture and a termination
of the joint venture. Some of Elan's change of control termination protections are triggered if a named technological competitor of Elan:



In
January 2001, we entered into our license, research and development agreement with Biovail, a named technological competitor of Elan. We do not believe that Elan's consent to
that agreement was required since Biovail is not materially engaged in our business or development. Biovail neither holds nor has any options to purchase our voting securities. The patent licensed to
Biovail is only one of various patents we hold and DOV diltiazem is one of eight product candidates we are developing. Further, we have retained control of the development of DOV diltiazem, and we
retain significant voting rights regarding the patent licensed to Biovail through our participation on the joint oversight committee organized to establish and manage the research and development
process. We do not, therefore, believe that Elan is entitled to terminate its license agreement with the joint venture as a result of our entering into the Biovail license agreement without Elan's
consent. Nonetheless, we
sought consent from Elan, which Elan refused to grant. While Elan has not asserted that its consent was required, objected to our entering into the Biovail license agreement or threatened to terminate
its license agreement with the joint venture, it has stated that it reserves its rights with respect to this issue. If Elan seeks to terminate its agreement based on our failure to obtain its consent,
we cannot assure you that a court would not ultimately permit such termination. Upon such an event, our ability to successfully develop ocinaplon and bicifadine may be impaired.

If we are unable to create sales, marketing and distribution capabilities, or enter into agreements with third parties to perform these functions, we will not be able to
commercialize our product candidates.

We do not have any sales, marketing or distribution capabilities. In order to commercialize our product candidates, if any are approved, we must either acquire or
internally develop sales, marketing and distribution capabilities or make arrangements with third parties to perform these services for us. If we obtain FDA approval for our existing product
candidates, we intend to rely on relationships with one or more pharmaceutical companies or other third parties with established distribution systems and direct sales forces to market our product
candidates. If we decide to market any of our product candidates directly, we must either acquire or internally develop a marketing and sales force with technical expertise and with supporting
distribution capabilities. The acquisition or development of a sales and distribution infrastructure would require substantial resources, which may divert the attention of our management and key
personnel, and negatively impact our product development efforts. Moreover, we may not be able to establish in-house sales and distribution capabilities or relationships with third
parties. To the extent we enter into co-promotion or other licensing agreements, our product revenues are likely to be lower than if we directly marketed and sold our product candidates,
and any revenue we receive will depend upon the efforts of third parties, which may not be successful.

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If we cannot raise additional funding, we may be unable to complete development of our product candidates.

At March 31, 2002, we had cash and cash equivalents of $11.4 million. We currently have no commitments or arrangements for any financing. We believe
that our existing cash and cash equivalents, and net proceeds from our initial public offering, will be sufficient to fund our anticipated operating expenses, debt obligations and capital requirements
until at least the end of 2003. We believe that may require additional funding after that time to continue our research and development programs, including preclinical testing and clinical trials of
our product candidates, for operating expenses, and to pursue regulatory approvals for our product candidates. Lack of funding could adversely affect our ability to pursue our business. We cannot
assure you that financing will be available when needed on terms acceptable to us, if at all. We may continue to seek additional capital through public or private financing or collaborative
agreements. If adequate funds are not available, we may be required to curtail significantly or eliminate one or more of our product development programs.

The success of our business depends upon the members of our senior management team, our scientific staff and our ability to continue to attract and retain qualified scientific,
technical and business personnel.

We are dependent on the members of our senior management team, in particular, our Chief Executive Officer, Dr. Arnold Lippa, our President,
Dr. Bernard Beer, our Senior Vice President and Chief Scientific Officer, Dr. Phil Skolnick and our Vice President of Drug Development, Mr. Stephen Petti, for our business
success. Moreover, because of the specialized scientific and technical nature of our business, we are also highly dependent upon our scientific staff, the members of our scientific advisory board and
our continued ability to attract and retain qualified scientific, technical and business development personnel. Drs. Lippa and Beer each hold a substantial amount of vested common stock not subject to
repurchase in the event of termination. We do not carry key man life insurance on the lives of any of our key personnel. There is intense competition for human resources, including management in the
scientific fields in which we operate and there can be no assurance that we will be able to attract and retain qualified personnel necessary for the successful development of our product candidates,
and any expansion into areas and activities requiring additional expertise. In addition, there can be no assurance that such personnel or resources will be available when needed. The loss of the
services of Drs. Lippa, Beer, Skolnick or Mr. Petti, or other key personnel, could severely harm our business.

Because some of our patents with respect to some of our product candidates have expired or will expire in the near term, we may be required to rely solely on the Hatch-Waxman
Act for market exclusivity.

A number of patents that we licensed from Wyeth-Ayerst have expired, including the patent that provides protection for the use of DOV 216,303 for the treatment of
depression and the use of bicifadine for the treatment of pain. In addition, our patent covering ocinaplon and NBI-34060 is due to expire in June 2003. We currently have patents
protecting intermediates useful in the manufacture of ocinaplon that are not due to expire until 2007, and we have applied for additional patents relating to ocinaplon. In addition, Neurocrine has
stated that it has filed nine U.S. and foreign patent applications on NBI-34060. Regardless of these efforts, these patents and patent applications, if approved, may not afford us adequate
protection against generic versions of our product candidates or other competitive products. In the event we achieve regulatory approval to market any of our product candidates, including bicifadine,
DOV 216,303 or ocinaplon, and we are unable to obtain adequate patent protection for the ultimate marketed product, we will be required to rely to a greater extent on the United States Drug Price
Competition and Patent Term Restoration Act of 1984, or the Hatch-Waxman Act, and applicable foreign legislation, to achieve market exclusivity. The Hatch-Waxman Act generally

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provides for marketing exclusivity to the first applicant to gain approval for a particular drug by prohibiting filing of an abbreviated new drug application, or ANDA, by a generic competitor for up
to five years after the drug is first approved. The Hatch-Waxman Act, however, also accelerates the approval process for generic competitors using the same active ingredients once the period of
statutory exclusivity has expired and may in practice encourage more aggressive legal challenges to the patents protecting approved drugs. In addition, because some of our patents have expired, third
parties may develop competing product candidates using our product compounds and if they obtain regulatory
approval for those products prior to us, we would be barred from seeking an ANDA for those products under the Hatch-Waxman Act for the applicable statutory exclusivity period.

We face intense competition and if we are unable to compete effectively, the demand for our products, if any, may be reduced.

The pharmaceutical industry is highly competitive and marked by a number of established, large pharmaceutical companies, as well as smaller emerging companies,
whose activities are directly focused on our target markets and areas of expertise. We face and will continue to face competition in the discovery, in-licensing, development and
commercialization of our product candidates, which could severely impact our ability to generate revenue or achieve significant market acceptance of our product candidates. Furthermore, new
developments, including the development of other drug technologies and methods of preventing the incidence of disease, occur in the pharmaceutical industry at a rapid pace. These developments may
render our product candidates or technologies obsolete or noncompetitive. We are focused on developing product candidates for the treatment of central nervous system, cardiovascular and urological
disorders, and we have a number of competitors. If one or more of their products or programs are successful, the market for our product candidates may be reduced or eliminated. Compared to us, many of
our competitors and potential competitors have substantially greater:



As
a result of these factors, our competitors may obtain regulatory approval of their products more rapidly than us. Our competitors may obtain patent protection or other intellectual
property rights that limit our ability to develop or commercialize our product candidates or technologies. Our competitors may also develop drugs that are more effective, useful and less costly than
ours and may also be more successful than us and our collaborators or licensees in manufacturing and marketing their products.

If
we are unable to protect our intellectual property, our competitors could develop and market products based on our discoveries, which may reduce demand for our product candidates.

To
a substantial degree, our success will depend on the following intellectual property achievements:



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Because
of the substantial length of time and expense associated with bringing new products through the development and regulatory approval processes in order to reach the marketplace,
the pharmaceutical industry places considerable importance on obtaining patent and trade secret protection for new technologies, products and processes. Accordingly, we, either alone or together with
our collaborators or licensees, intend to seek patent protection for our proprietary technologies and product candidates. The risk exists, however, that these patents may be unobtainable and that the
breadth of the claims in a patent, if obtained, may not provide adequate protection of our, or our collaborators' or licensees', proprietary technologies or product candidates. We also rely upon
unpatented trade secrets and improvements, unpatented know-how and continuing technological innovation to develop and maintain our competitive position, which we seek to protect, in part,
by confidentiality agreements with our collaborators, licensees, employees and consultants. We also have confidentiality and invention or patent assignment agreements with our employees and some of,
but not all, our collaborators and consultants. If our employees, collaborators or consultants breach these agreements, we may not have adequate remedies for any such breach, and our trade secrets may
otherwise become known to or independently discovered by our competitors. In addition, although we own or otherwise have certain rights to a number of patents, the issuance of a patent is not
conclusive as to its validity or enforceability, and third parties may challenge the validity or enforceability of our patents or the patents of our collaborators or licensees. We cannot assure you
how much protection, if any, will be given to our patents if we attempt to enforce them or if they are challenged in court or in other proceedings. It is possible that a competitor may successfully
challenge our patents, or the patents of our collaborators or licensees, or that challenges will result in elimination of patent claims and therefore limitations of coverage. Moreover, competitors may
infringe our patents, the patents of our collaborators or licensees, or successfully avoid them through design innovation. To prevent infringement or unauthorized use, we may need to file infringement
claims, which are expensive and time-consuming. In addition, in an infringement proceeding, a court may decide that a patent of ours is
not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the ground that our patents do not cover its technology. In addition, interference
proceedings brought by the United States Patent and Trademark Office, or USPTO, may be necessary to determine the priority of inventions with respect to our patent applications or those of our
collaborators or licensees. Litigation or interference proceedings may fail and, even if successful, may result in substantial costs and be a distraction to management. We cannot assure you that we,
or our collaborators or licensees, will be able to prevent misappropriation of our respective proprietary rights, particularly in countries where the laws may not protect such rights as fully as in
the United States.

The intellectual property of our competitors or other third parties may prevent us from developing or commercializing our product candidates.

Our product candidates and the technologies we use in our research may inadvertently infringe the patents or violate the proprietary rights of third parties. In
addition, other parties conduct their research and development efforts in segments where we, or our collaborators or licensees, focus research and development activities. We cannot assure you that
third parties will not assert patent or other intellectual property infringement claims against us, or our collaborators or licensees, with respect to technologies used in potential product
candidates. Any claims that might be brought against us relating to infringement of patents may cause us to incur significant expenses and, if successfully asserted against us, may cause us to pay
substantial damages. Even if we were to prevail, any litigation could be costly and time-consuming and could divert the attention of our management and key personnel from our business
operations. In addition, any patent claims brought against our collaborators or licensees could affect their ability to carry out their obligations to us. Furthermore, as a result of a patent
infringement suit brought against us, or our collaborators or licensees, the

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development, manufacture or potential sale of product candidates claimed to infringe a third party's intellectual property may have to stop or be delayed, unless that party is willing to grant
certain rights to use its intellectual property. In such cases, we may be required to obtain licenses to patents or proprietary rights of others in order to continue to commercialize our product
candidates. We may not, however, be able to obtain any licenses required under any patents or proprietary rights of third parties on acceptable terms, or at all. Even if we, or our collaborators or
licensees, were able to obtain rights to a third party's intellectual property, these rights may be non-exclusive, thereby giving our competitors potential access to the same intellectual
property. Ultimately, we may be unable to commercialize some of our potential products or may have to cease some of our business operations as a result of patent infringement claims, which could
severely harm our business.

Our ability to receive royalties and profits from product sales depends in part upon the availability of reimbursement for the use of our products from third-party payors, for
which we may or may not qualify.

Our royalties or profits will be heavily dependent upon the availability of reimbursement for the use of our products from third-party health care payors, both in
the United States and in foreign markets. The health care industry and these third-party payors are experiencing a trend toward containing or reducing the costs of health care through various means,
including lowering reimbursement rates and
negotiating reduced payment schedules with service providers for drug products. These cost containment efforts could adversely affect the market acceptance of our product candidates and may also harm
our business. There can be no assurance that we will be able to offset any of or all the payment reductions that may occur. Reimbursement by a third-party payor may depend upon a number of factors,
including the third-party payor's determination that use of a product is:



Since
reimbursement approval is required from each third-party payor individually, seeking this approval is a time-consuming and costly process. Third-party payors may
require cost-benefit analysis data from us in order to demonstrate the cost-effectiveness of any product we might bring to market. We cannot assure you that we will be able to
provide data sufficient to gain acceptance with respect to reimbursement. There also exists substantial uncertainty concerning third-party reimbursement for the use of any drug product incorporating
new technology. We cannot assure you that third-party reimbursement will be available for our product candidates utilizing new technology, or that any reimbursement authorization, if obtained, will be
adequate.

We face potential product liability exposure, and if successful claims are brought against us, we may incur substantial liability for a product and may have to limit its
commercialization.

The use of our product candidates in clinical trials and the sale of any approved products may expose us to a substantial risk of product liability claims and the
adverse publicity resulting from such claims. These claims might be brought against us by consumers, health care providers, pharmaceutical companies or others selling our products. If we cannot
successfully defend ourselves against these claims, we may incur substantial losses or expenses, or be required to limit the commercialization of our product candidates. We have obtained limited
product liability insurance coverage for our clinical trials in the amount of $3.0 million per occurrence and $3.0 million in the aggregate. Our insurance coverage, however, may not
reimburse us or may not be sufficient to reimburse us for any expenses or

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losses we may suffer. Moreover, insurance coverage is becoming increasingly expensive, and we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect
us against losses due to liability. We intend to expand our insurance coverage to include the sale of
commercial products if we obtain marketing approval for our product candidates in development, but we may be unable to obtain commercially reasonable product liability insurance for any products
approved for marketing. On occasion, large judgments have been awarded in class action lawsuits based on drugs that had unanticipated side effects. A successful product liability claim or series of
claims brought against us would decrease our cash and could cause our stock price to fall.

Item 6. Exhibits and Reports on Form 8-K



|Exhibit
No. |  | Description                                                                         
|----------- |  | ------------------------------------------------------------------------------------
|3.1         |  | Fourth Amended and Restated Certificate of Incorporation of DOV Pharmaceutical, Inc.
|3.2         |  | Amended and Restated By-laws of DOV Pharmaceutical, Inc.(1)                         

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

| |  | DOV Pharmaceutical, Inc.
| |  | ------------------------
| |  | By:                     
| |  |                         
| |  |                         
| |  | DOV Pharmaceutical, Inc.
| |  | By:                     
| |  |                         
| |  |                         

Date:
May 29, 2002

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EXHIBIT INDEX

|Exhibit
No. |  | Description                                              
|----------- |  | ---------------------------------------------------------
|3.1         |  | Fourth Amended and Restated Certificate of Incorporation.
|3.2         |  | Amended and Restated By-laws of Registrant.(1)           

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