<PAGE>

                                                                   EXHIBIT 10.1

CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                        ASSIGNMENT AND LICENSE AGREEMENT

                                 BY AND BETWEEN

                           WYETH HOLDINGS CORPORATION

                                       AND

                          NEUROCRINE BIOSCIENCES, INC.

                                FEBRUARY 26, 2004

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>                                                                                  <C>
1.    DEFINITIONS...............................................................      2
   1.1      "Affiliate".........................................................      2
   1.2      "Amended and Restated License Agreement"............................      2
   1.3      "Assignment and Assumption Agreement"...............................      2
   1.4      "Closing"...........................................................      2
   1.5      "Closing Date"......................................................      2
   1.6      "Compound"..........................................................      2
   1.7      "Compound License Agreement"........................................      2
   1.8      "Compound Patent"...................................................      3
   1.9      "Confidential Information"..........................................      3
   1.10     "Control" or "Controlled"...........................................      3
   1.11     "Effective Date"....................................................      3
   1.12     "HSR Act"...........................................................      3
   1.13     "HSR Filing"........................................................      3
   1.14     "HSR Clearance Date"................................................      3
   1.15     "Neurocrine Sublicense Agreement"...................................      3
   1.16     "Original License Agreement"........................................      3
   1.17     "Pfizer Collaboration Agreement"....................................      4
   1.18     "Pfizer Sublicense Agreement".......................................      4
   1.19     "Share Price".......................................................      4
   1.20     "Stock Purchase Agreement"..........................................      4
   1.21     "Territory".........................................................      4
   1.22     "Third Party".......................................................      4
   1.23     "Wyeth Intellectual Property".......................................      4
   1.24     "2002 Consent Agreement"............................................      4
   1.25     "2004 Consent Agreement"............................................      4
2.    ASSIGNMENT OF RIGHTS......................................................      5
   2.1      Assignment..........................................................      5
   2.2      Assumption..........................................................      5
   2.3      No Continuing Obligations...........................................      5
   Assignment and Assumption Agreement..........................................      6
3.    LICENSES..................................................................      6
   3.1      Exclusive License...................................................      6
   3.2      Retained Rights; No Implied Licenses................................      6
   3.3      Sublicensing........................................................      6
   3.4      Section 365(n) of the Bankruptcy Code...............................      7
4.    CONSIDERATION.............................................................      7
   4.1      Cash Payments.......................................................      7
   4.2      Equity Payment......................................................      7
   4.3      No Other Payments...................................................      8
   4.4      Taxes and Withholding...............................................      8
</TABLE>

                                     Page i
<PAGE>

<TABLE>
<S>                                                                                  <C>
5.    THE CLOSING...............................................................      8
   5.1      Closing Date........................................................      8
   5.2      Deliveries by Neurocrine............................................      8
   5.3      Deliveries by Wyeth.................................................      9
6.    CONDITIONS and covenants..................................................     10
   6.1      Conditions to Obligations of Each Party.............................     10
   6.2      Conditions to Obligations of Wyeth..................................     10
   6.3      Conditions to Obligations of Neurocrine.............................     11
   6.4      Covenants...........................................................     11
7.    REPRESENTATIONS AND WARRANTIES............................................     11
   7.1      Representations and Warranties of Each Party........................     11
   7.2      Additional Representations and Warranties of Wyeth..................     12
   7.3      Additional Representations and Warranties by Neurocrine.............     14
   7.4      Representation by Legal Counsel.....................................     15
   7.5      No Inconsistent Agreements..........................................     15
8.    CONFIDENTIALITY...........................................................     15
   8.1      Non-Disclosure and Use Restrictions.................................     15
   8.2      SEC Filings.........................................................     16
   8.3      Public Statements...................................................     16
9.    TERM AND TERMINATION......................................................     16
   9.1      Government Approvals................................................     16
      9.1.1       HSR Filing....................................................     16
      9.1.2       Other Government Approvals....................................     17
   9.2      Termination by Mutual Agreement.....................................     17
   9.3      Termination for Cause...............................................     17
   9.4      Effects of Termination..............................................     17
10.   INDEMNIFICATION AND INSURANCE.............................................     18
   10.1     Indemnification by Neurocrine.......................................     18
   10.2     Indemnification by Wyeth............................................     19
   10.3     Procedure...........................................................     19
   10.4     Insurance...........................................................     20
   10.5     Limitation..........................................................     20
11.   MISCELLANEOUS.............................................................     20
   11.1     Assignment..........................................................     20
   11.2     Further Actions.....................................................     21
   11.3     Notices.............................................................     21
   11.4     Amendment...........................................................     22
   11.5     Waiver..............................................................     22
   11.6     Severability........................................................     22
   11.7     Descriptive Headings................................................     22
   11.8     Governing Law; Dispute Resolution...................................     22
   11.9     Entire Agreement of the Parties.....................................     23
   11.10       Independent Contractors..........................................     23
   11.11       Counterparts.....................................................     24
</TABLE>

Exhibit 1.7       Form of Compound License Agreement

                                     Page ii
<PAGE>

Exhibit 1.20      Form of Stock Purchase Agreement
Exhibit 1.23      Wyeth Patents
Exhibit 2.1       Form of Assignment and Assumption Agreement
Exhibit 2.4       Form of Patent Assignment
Exhibit 8.3       Press Release

                                    Page iii
<PAGE>

                        ASSIGNMENT AND LICENSE AGREEMENT

         This Assignment and License Agreement (the "Agreement") is entered into
on this 26th day of February, 2004 (the "Signature Date") by and between Wyeth
Holdings Corporation (formerly known as "American Cyanamid Company"), a Maine
corporation, having a place of business at 5 Giralda Farms, Madison, New Jersey
07940 (hereinafter "Wyeth") and Neurocrine Biosciences, Inc., a Delaware
corporation, having a place of business at 10555 Science Center Drive, San
Diego, California 92121 (hereinafter, "Neurocrine"). Wyeth and Neurocrine may
each be referred to herein individually as a "Party" and collectively as the
"Parties".

         WHEREAS, Wyeth and DOV Pharmaceutical, Inc. (hereinafter "DOV") entered
into that certain license agreement, dated May 28, 1998 (hereinafter, the
"Original License Agreement"), pursuant to which Wyeth, inter alia, granted to
DOV an exclusive license, under certain patent rights and know-how, with respect
to several compounds, including the Compound (as defined below);

         WHEREAS, DOV and Neurocrine entered into a Sublicense and Development
Agreement dated June 30, 1998 (as amended from time to time, the "Neurocrine
Sublicense Agreement"), pursuant to which DOV sublicensed to Neurocrine the
rights relating to the Compound licensed to DOV under the Original License
Agreement;

         WHEREAS, Neurocrine and Pfizer, Inc. (hereinafter, "Pfizer") entered
into (i) that certain license agreement dated December 18, 2002 (as amended from
time to time, the "Pfizer Sublicense Agreement") pursuant to which Neurocrine,
inter alia, sublicensed to Pfizer the rights relating to the Compound licensed
to Neurocrine under the Neurocrine Sublicense Agreement and (ii) that certain
collaboration agreement dated December 18, 2002 (as amended from time to time,
the "Pfizer Collaboration Agreement") pursuant to which Neurocrine and Pfizer,
inter alia, will copromote the Compound in the United States;

         WHEREAS, Wyeth, DOV and Neurocrine entered into that certain Consent
and Agreement dated December 13, 2002 (the "2002 Consent Agreement") in order to
facilitate the grant by Neurocrine to Pfizer of certain rights under the Pfizer
Sublicense Agreement;

         WHEREAS, Neurocrine now desires to obtain from Wyeth and Wyeth now
desires to grant to Neurocrine: (i) an assignment of (x) all of Wyeth's rights
and obligations under the Compound License Agreement (as defined below), and (y)
Wyeth's rights and obligations under the 2002 Consent Agreement to the extent
such rights and obligations relate to the Compound and (z) the Compound Patent
(as defined below) and (ii) an exclusive license under the Wyeth Intellectual
Property (as defined below), to make, have made, use and sell the Compound
(which license rights are subject to the rights and licenses granted to DOV
under the Compound License Agreement);

                                  Page 1 of 24
<PAGE>

         WHEREAS, on or before the Closing (as defined below), Wyeth and DOV
will enter into: (i) an amended and restated license agreement, pursuant to
which the Original License Agreement will be amended to delete therefrom all
rights and obligations of each of Wyeth and DOV with respect to the Compound
(the "Amended and Restated License Agreement"), and (ii) the Compound License
Agreement, setting forth the rights and obligations of each of Wyeth and DOV
solely as they relate to the Compound; and

         WHEREAS, Wyeth, DOV and Neurocrine entered into that certain Consent
Agreement and Amendment, dated February 25, 2004 (the "2004 Consent Agreement")
pursuant to which, inter alia, DOV has provided its consent for Wyeth to enter
into and perform this Agreement.

         NOW THEREFORE, in consideration of the foregoing premises and the
promises, mutual covenants and obligations set forth below, and other good and
valuable consideration, the Parties agree as follows:

1.       DEFINITIONS.

         1.1      "AFFILIATE" shall mean, with respect to any person or entity,
                  any other person or entity which controls, is controlled by or
                  is under common control with such person or entity. A person
                  or entity shall be regarded as in control of another entity if
                  it owns or controls at least fifty percent (50%) of the equity
                  securities of the subject entity entitled to vote in the
                  election of directors (or, in the case of an entity that is
                  not a corporation, for the election of the corresponding
                  managing authority), provided, however, that the term
                  "Affiliate" shall not include subsidiaries or other entities
                  in which a Party or its Affiliates owns a majority of the
                  ordinary voting power necessary to elect a majority of the
                  board of directors or other governing board, but is restricted
                  from electing such majority by contract or otherwise, until
                  such time as such restrictions are no longer in effect.

         1.2      "AMENDED AND RESTATED LICENSE AGREEMENT" shall have the
                  meaning set forth in the preamble of this Agreement.

         1.3      "ASSIGNMENT AND ASSUMPTION AGREEMENT" shall have the meaning
                  set forth in Section 2.1 hereof.

         1.4      "CLOSING" shall have the meaning set forth in Section 5.1
                  hereof.

         1.5      "CLOSING DATE" shall have the meaning set forth in Section 5.1
                  hereof.

         1.6      "COMPOUND" shall mean the chemical compound identified in the
                  License Agreement as CL 285,489, which compound is also known
                  as indiplon.

         1.7      "COMPOUND LICENSE AGREEMENT" shall mean the license agreement

                                  Page 2 of 24
<PAGE>

                  relating solely to the Compound, which license agreement is to
                  be entered into by and between Wyeth and DOV upon their
                  amendment and restatement of the Original License Agreement as
                  described above in the preamble to this Agreement. The
                  Compound License Agreement shall be in the form attached
                  hereto as Exhibit 1.7.

         1.8      "COMPOUND PATENT" shall mean United States Patent 6,399,621
                  granted on June 4, 2002, which patent claims the Compound.

         1.9      "CONFIDENTIAL INFORMATION" shall mean, with respect to a
                  Party, all non-public proprietary data or information that is
                  disclosed by such Party to the other Party in connection with
                  this Agreement or information designated as "Confidential
                  Information" of such Party hereunder.

         1.10     "CONTROL" OR "CONTROLLED" shall mean, with respect to any (a)
                  item of information or know-how, or (b) intellectual property
                  right, the possession (whether by ownership or license, other
                  than pursuant to this Agreement) by a Party of the ability to
                  grant to the other Party access and/or a license as provided
                  herein under such item or right without violating the terms of
                  any agreement with any Third Party existing as of the date
                  such Party is obligated under this Agreement to grant such
                  access and/or license.

         1.11     "EFFECTIVE DATE" shall mean, upon completion of the Closing,
                  the Closing Date.

         1.12     "HSR ACT" shall mean the Hart-Scott-Rodino Antitrust
                  Improvements Act of 1976, as amended, and the rules and
                  regulations promulgated thereunder.

         1.13     "HSR FILING" shall mean filings by Wyeth and Neurocrine with
                  the United States Federal Trade Commission and the Antitrust
                  Division of the United States Department of Justice of a
                  Notification and Report Form for Certain Mergers and
                  Acquisitions (as that term is defined in the HSR Act) with
                  respect to the matters set forth in this Agreement and in the
                  Stock Purchase Agreement, as applicable, together with all
                  required documentary attachments thereto.

         1.14     "HSR CLEARANCE DATE" shall mean the earliest date on which the
                  Parties have actual knowledge that all applicable waiting
                  periods under the HSR Act with respect to the transactions
                  contemplated hereunder have expired or have been terminated.

         1.15     "NEUROCRINE SUBLICENSE AGREEMENT" shall have the meaning set
                  forth above in the preamble of this Agreement.

         1.16     "ORIGINAL LICENSE AGREEMENT" shall have the meaning set forth
                  above in

                                  Page 3 of 24
<PAGE>

                  the preamble of this Agreement.

         1.17     "PFIZER COLLABORATION AGREEMENT" shall have the meaning set
                  forth above in the preamble of this Agreement.

         1.18     "PFIZER SUBLICENSE AGREEMENT" shall have the meaning set forth
                  above in the preamble of this Agreement.

         1.19     "SHARE PRICE" shall mean the price per share for common stock
                  of Neurocrine calculated in accordance with the Stock Purchase
                  Agreement.

         1.20     "STOCK PURCHASE AGREEMENT" shall mean that certain stock
                  purchase agreement to be entered into by Neurocrine and Wyeth
                  (or one of Wyeth's Affiliates designated by Wyeth) on the
                  Closing Date, which agreement shall be in the form attached
                  hereto as Exhibit 1.20.

         1.21     "TERRITORY" shall mean all countries of the world.

         1.22     "THIRD PARTY" shall mean any person or entity other than
                  Wyeth, Neurocrine or any of their respective Affiliates.

         1.23     "WYETH INTELLECTUAL PROPERTY" shall mean (a) that Wyeth
                  know-how consisting of all information, patentable or
                  otherwise, developed, applied, or acquired by Wyeth as of
                  [***] relating to the production or development of the
                  Compound, which information is reasonably useful or necessary
                  to develop or manufacture the Compound and (b) those patents
                  and patent applications Controlled by Wyeth that claim the
                  Compound or the manufacture or use thereof, which patents and
                  patent applications are listed on Exhibit 1.23 attached
                  hereto, and including all continuations,
                  continuations-in-part, divisionals, re-issues,
                  re-examinations, extensions, substitutions, patents of
                  addition, and supplementary certificates (or equivalents
                  thereof) of any such patents and patent applications and all
                  foreign counterparts thereof, in each case, only to the extent
                  that they claim or would otherwise be infringed by the
                  manufacture, use or sale of the Compound, provided, however,
                  that the Wyeth Intellectual Property shall not include the
                  Compound Patent. [***]

         1.24     "2002 CONSENT AGREEMENT" shall have the meaning set forth in
                  the preamble of this Agreement.

         1.25     "2004 CONSENT AGREEMENT" shall have the meaning set forth in
                  the preamble of this Agreement.

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                  Page 4 of 24
<PAGE>

2.       ASSIGNMENT OF RIGHTS.

         2.1      ASSIGNMENT. Subject to the terms and conditions set forth in
                  this Agreement, and in consideration for the payment to be
                  made by Neurocrine to Wyeth under Section 4.1 hereof and the
                  transactions contemplated by the Stock Purchase Agreement in
                  accordance with Section 4.2 hereof, Wyeth hereby agrees to
                  assign, and shall assign at the Closing, to Neurocrine: (i)
                  all of Wyeth's rights and obligations under the Compound
                  License Agreement, and (ii) Wyeth's rights and obligations
                  under the 2002 Consent Agreement only to the extent such
                  rights and obligations relate to the Compound, and (iii) all
                  of Wyeth's right, title and interest in and to the Compound
                  Patent (all of which rights being so assigned are subject to
                  the rights and licenses granted to DOV under the Compound
                  License Agreement and granted to Neurocrine, DOV and
                  Neurocrine's sublicensee under the 2002 Consent Agreement).
                  Such assignments shall be contingent upon and become effective
                  only upon completion of the Closing and shall be made pursuant
                  to the Assignment and Assumption Agreement substantially in
                  the form attached hereto as Exhibit 2.1, to be executed and
                  delivered by the Parties and DOV at the Closing (the
                  "Assignment and Assumption Agreement").

         2.2      ASSUMPTION. Subject to the terms and conditions set forth in
                  this Agreement, Neurocrine hereby agrees to assume: (i) all of
                  Wyeth's rights and obligations under the Compound License
                  Agreement, and (ii) Wyeth's rights and obligations under the
                  2002 Consent Agreement only to the extent such rights and
                  obligations relate to the Compound. Additionally, Neurocrine
                  as of the Closing and thereafter shall have the sole and
                  exclusive right, at its own expense, for the continued
                  maintenance and enforcement of the Compound Patent, subject
                  only to the obligations so assumed by Neurocrine and the
                  rights and licenses granted to DOV under the Compound License
                  Agreement. Neurocrine's assumption of such rights and
                  obligations shall be contingent upon and become effective only
                  upon completion of the Closing and shall be made pursuant to
                  the Assignment and Assumption Agreement.

         2.3      NO CONTINUING OBLIGATIONS. Neurocrine agrees that, upon
                  completion of the Closing and thereafter, Wyeth shall have no
                  further or continuing rights or obligations (a) with respect
                  to the Compound Patent, (b) under the Compound License
                  Agreement, or (c) under the 2002 Consent Agreement, to the
                  extent that any such obligations relate solely to the
                  Compound. Notwithstanding the foregoing, Wyeth agrees that it
                  will at all times remain obligated under the 2002 Consent
                  Agreement as and only to the extent that Wyeth is and remains
                  the owner and licensor (to Neurocrine, DOV or Neurocrine's
                  Approved Sublicensee) of the Wyeth Know-How and Wyeth Patents
                  (as such terms are defined in the Compound License Agreement,
                  but not including the Compound Patent).

                                  Page 5 of 24
<PAGE>

         2.4      ASSIGNMENT AND ASSUMPTION AGREEMENT. On the Effective Date or
                  such later date as may be mutually agreed to by the Parties,
                  Wyeth, after having received the payment due from Neurocrine
                  under Section 4.1 and the shares of Neurocrine common stock
                  and payments to be transferred and delivered to Wyeth in
                  accordance with Section 4.2 hereof and the Stock Purchase
                  Agreement, shall execute and deliver to Neurocrine the
                  Assignment and Assumption Agreement. Additionally, at such
                  time, Wyeth shall execute and deliver to Neurocrine the Patent
                  Assignment, substantially in the form attached hereto as
                  Exhibit 2.4 (the "Patent Assignment") and such other documents
                  that Neurocrine may reasonably require in order to record the
                  assignment to Neurocrine of the Compound Patent in the U.S.
                  Patent Office and/or any foreign patent office and to record
                  the assignment to Neurocrine of the Compound License Agreement
                  and/or the 2002 Consent Agreement in any governmental office
                  and/or as otherwise necessary or useful to perfect the rights
                  being assigned to Neurocrine hereunder.

3.       LICENSES.

         3.1      EXCLUSIVE LICENSE. Effective as of, and only upon, the
                  completion of the Closing, Wyeth hereby grants to Neurocrine
                  an exclusive, fully-paid, royalty free, perpetual, irrevocable
                  license under the Wyeth Intellectual Property, solely to make,
                  have made, use, import, offer for sale and/or sell
                  pharmaceutical products containing the Compound in the
                  Territory subject to the licenses granted to DOV pursuant to
                  the Compound License Agreement.

         3.2      RETAINED RIGHTS; NO IMPLIED LICENSES. Except for the license
                  expressly granted to Neurocrine in Section 3.1 above, Wyeth
                  retains all right, title and interest under the Wyeth
                  Intellectual Property and shall have the right to practice and
                  use the Wyeth Intellectual Property for any purpose without
                  any obligation to Neurocrine, subject to the rights and
                  licenses granted by Wyeth to DOV under the Compound License
                  Agreement and by Wyeth to DOV, Neurocrine and/or Neurocrine's
                  sublicensee under the 2002 Consent Agreement. The Parties
                  expressly agree that, under this Agreement, Neurocrine shall
                  have no right, title or interest, either express or implied,
                  in or to any patent, patent application or other intellectual
                  property right owned or controlled by Wyeth or any of Wyeth's
                  Affiliates, except for the license rights expressly granted in
                  Section 3.1 above.

         3.3      SUBLICENSING. Subject to and to the extent not in
                  contravention of the rights and licenses granted to DOV under
                  the Compound License Agreement, Neurocrine may grant to one or
                  more Third Parties sublicenses of the rights granted to it
                  under Section 3.1 hereof at any time. Each such sublicense
                  shall be subject and subordinate to, and consistent with, the
                  terms and conditions of this Agreement, and shall provide that
                  any such sublicensee shall not further sublicense except on
                  terms

                                  Page 6 of 24
<PAGE>

                  consistent with this Section 3.3. Neurocrine shall provide
                  Wyeth with a copy of any sublicense granted pursuant to this
                  Section 3.3 within thirty (30) days after the execution
                  thereof. Neurocrine shall remain responsible for the
                  performance of its sublicensees, and shall ensure that any
                  such sublicensees comply with the relevant provisions of this
                  Agreement.

         3.4      SECTION 365(n) OF THE BANKRUPTCY CODE. All rights and licenses
                  granted under or pursuant to any Section of this Agreement
                  are, and shall otherwise be deemed to be, for purposes of
                  Section 365(n) of the Bankruptcy Code, licenses of rights to
                  "intellectual property" as defined under Section 101 (35A) of
                  the Bankruptcy Code. The Parties shall retain and may fully
                  exercise all of their respective rights and elections under
                  the Bankruptcy Code.

4.       CONSIDERATION.

         4.1      CASH PAYMENTS. In partial consideration for the rights and
                  obligations assigned to Neurocrine under Article 2 hereof and
                  the licenses granted to Neurocrine under Article 3 hereof, and
                  subject to the terms and conditions of this Agreement,
                  Neurocrine shall pay to Wyeth :

                  (a)      the non-creditable sum of Five Million Dollars
                           ($5,000,000.00) (the "Initial Fee"), which amount
                           shall be payable within two (2) business days of the
                           Signature Date and shall be non-refundable except as
                           otherwise expressly set forth in Section 9.4 hereof;
                           and

                  (b)      the non-refundable, non-creditable sum of Forty-Five
                           Million Dollars ($45,000,000.00) which amount shall
                           be payable at the Closing.

                  Such payments shall be made in United States Dollars by wire
                  transfer of immediately available funds to a bank account of
                  Wyeth or one of Wyeth's Affiliates, which bank account is
                  designated in writing by Wyeth to Neurocrine.

         4.2      EQUITY PAYMENT. In further consideration for the rights and
                  obligations assigned to Neurocrine under Article 2 hereof and
                  the licenses granted to Neurocrine under Article 3 hereof,
                  Neurocrine, at the Closing and in accordance with the terms
                  and conditions of the Stock Purchase Agreement, shall
                  irrevocably transfer and deliver to Wyeth or, at Wyeth's
                  election, one of Wyeth's Affiliates, (i) that number of shares
                  of Neurocrine common stock that, based on the Share Price, has
                  a value of Forty-Five Million Dollars ($45,000,000.00), as
                  such amount may be adjusted in accordance with the terms and
                  conditions of the Stock Purchase Agreement and (ii) if
                  applicable, that amount of cash which may be due in accordance
                  with the terms and conditions of the Stock Purchase Agreement
                  as a result of any adjustment made to the number of shares of

                                  Page 7 of 24
<PAGE>

                  Neurocrine common stock to be transferred and delivered to
                  Wyeth pursuant to the Stock Purchase Agreement.

         4.3      NO OTHER PAYMENTS. Upon receipt by Wyeth of the payment
                  required under Section 4.1 above and the Neurocrine common
                  stock to be delivered to Wyeth in accordance with Section 4.2
                  above and the terms and conditions of the Stock Purchase
                  Agreement, Neurocrine, except as provided in Article 10 below,
                  shall have no further obligation to make any payments to Wyeth
                  in connection with the assignment of rights and obligations
                  hereunder, the grant of licenses to Neurocrine hereunder
                  and/or the development and/or commercialization of the
                  Compound or pharmaceutical products containing the Compound,
                  and the licenses granted to Neurocrine under Section 3.1 shall
                  thereafter be fully paid up and royalty free.

         4.4      TAXES AND WITHHOLDING. All payments under this Agreement will
                  be made without any deduction or withholding for or on account
                  of any tax unless such deduction or withholding is required by
                  applicable laws or regulations. If Neurocrine is so required
                  to deduct or withhold, Neurocrine will (a) promptly notify
                  Wyeth of such requirement, (b) pay to the relevant authorities
                  the full amount required to be deducted or withheld promptly
                  upon the earlier of determining that such deduction or
                  withholding is required or receiving notice that such amount
                  has been assessed against Wyeth, and (c) promptly forward to
                  Wyeth an official receipt (or certified copy) or other
                  documentation reasonably acceptable to Wyeth evidencing such
                  payment to such authorities.

5.       THE CLOSING.

         5.1      CLOSING DATE. Unless this Agreement shall have been earlier
                  terminated, the closing of the transactions contemplated
                  hereby (the "Closing") shall take place at the offices of
                  Wyeth Pharmaceuticals, 500 Arcola Road, Collegeville,
                  Pennsylvania 19426 on the later of March 15, 2004 or the
                  second business day after the date on which the last to be
                  fulfilled or waived of the conditions set forth in Article 6
                  shall be fulfilled or waived in accordance with this Agreement
                  or at such other time, date or place as the Parties may
                  mutually agree upon in writing (the "Closing Date"). At the
                  Closing, the Parties will exchange funds, certificates and
                  other documents specified in this Agreement. For purposes of
                  this Agreement, the Closing will be treated as if it occurred
                  at 11:59 p.m. EST on the Closing Date.

         5.2      DELIVERIES BY NEUROCRINE. On the Closing Date, Neurocrine
                  shall deliver to Wyeth the following:

                  (a)      the Stock Purchase Agreement duly executed by
                           Neurocrine;

                                  Page 8 of 24
<PAGE>

                  (b)      the payment due to Wyeth under Section 4.1(b) of this
                           Agreement;

                  (c)      a stock certificate representing the number of shares
                           of Neurocrine common stock to be delivered to Wyeth
                           or Wyeth's Affiliate pursuant to the Stock Purchase
                           Agreement and Section 4.2 above;

                  (d)      all payments that may be required to be paid by
                           Neurocrine to Wyeth under the Stock Purchase
                           Agreement in connection with any adjustment to be
                           made to the number of shares of Neurocrine common
                           stock to be transferred and delivered to Wyeth
                           thereunder;

                  (e)      the Assignment and Assumption Agreement duly signed
                           by an authorized officer of Neurocrine and such other
                           instruments of assumption and other certificates,
                           instruments or documents, in form and substance
                           reasonably acceptable to Wyeth and Neurocrine, as may
                           be required under this Agreement or as may otherwise
                           be necessary to effect Neurocrine's assumption under
                           applicable laws of the rights and obligations and
                           other assets being assigned and/or licensed to
                           Neurocrine under this Agreement;

                  (f)      such other instruments and documents, in form and
                           substance reasonably acceptable to Wyeth and
                           Neurocrine, as may be necessary to effect the
                           Closing; and

                  (g)      a certificate, executed by an authorized officer of
                           Neurocrine, certifying (i) the due organization and
                           good standing of Neurocrine, and (ii) the authority
                           and incumbency of officers of Neurocrine executing
                           this Agreement and the other agreements, instruments
                           and certificates delivered by Neurocrine to Wyeth
                           upon the Closing.

         5.3      DELIVERIES BY WYETH. On the Closing Date, Wyeth shall deliver
                  to Neurocrine the following:

                  (a)      the Stock Purchase Agreement duly executed by Wyeth
                           (or an Affiliate of Wyeth designated by Wyeth);

                   (b)     the Assignment and Assumption Agreement duly executed
                           by an authorized officer of Wyeth, and any other
                           appropriate instruments of assignment, sale,
                           conveyance or transfer, in form and substance
                           reasonably acceptable to Wyeth and Neurocrine, as may
                           be required under this Agreement or as may otherwise
                           be necessary to effect Wyeth's assignment under
                           applicable laws of the rights and obligations and
                           other assets being assigned and/or licensed to
                           Neurocrine under this Agreement;

                                  Page 9 of 24
<PAGE>

                  (c)      the Patent Assignment duly executed by an authorized
                           officer of Wyeth;

                  (d)      such other instruments and documents, in form and
                           substance reasonably acceptable to Wyeth and
                           Neurocrine, as may be necessary to effect the
                           Closing; and

                  (e)      a certificate, executed by an authorized officer of
                           Wyeth, certifying (i) the due organization and good
                           standing of Wyeth, and (ii) the authority and
                           incumbency of officers of Wyeth executing this
                           Agreement and the other agreements, instruments and
                           certificates delivered by Wyeth to Neurocrine upon
                           the Closing.

6.       CONDITIONS AND COVENANTS.

         6.1      CONDITIONS TO OBLIGATIONS OF EACH PARTY. The obligation of
                  each Party to enter into and effect the transactions
                  contemplated by this Agreement shall be subject to the
                  fulfillment at or prior to the Closing Date of the following
                  conditions:

                  (a)      all consents and approvals of governmental
                           authorities, if any, necessary to permit the
                           consummation of the transactions contemplated by this
                           Agreement shall have been obtained and any waiting
                           period (including any extension thereof) applicable
                           to the consummation of this Agreement under the HSR
                           Act shall have expired or been terminated; and

                  (b)      no preliminary or permanent injunction or other
                           order, decree or ruling issued by a court of
                           competent jurisdiction or by a governmental authority
                           or executive order promulgated or enacted by any
                           governmental authority shall be in effect that would
                           restrain or otherwise prevent the entry into or the
                           consummation of the transactions contemplated by this
                           Agreement.

         6.2      CONDITIONS TO OBLIGATIONS OF WYETH. The obligation of Wyeth to
                  effect the transactions contemplated by Sections 5.1 and 5.3
                  of this Agreement is subject to the fulfillment at or prior to
                  the Closing Date of the following conditions:

                  (a)      Neurocrine and DOV shall have duly executed and
                           delivered the 2004 Consent Agreement which shall be
                           in full force and effect as of the Closing Date;

                  (b)      Wyeth shall have received all necessary approvals
                           from its Board of Directors to effect the
                           transactions contemplated by this Agreement;

                                  Page 10 of 24
<PAGE>

                  (c)      Neurocrine shall have made the payments contemplated
                           under Section 4.1 hereof, delivered those shares of
                           Neurocrine common stock and other payments to be
                           delivered to Wyeth in accordance with the provisions
                           of the Stock Purchase Agreement and delivered to
                           Wyeth all other documents and deliverables to be
                           delivered by Neurocrine to Wyeth at or before the
                           Closing in accordance with Section 5.2 hereof;

                   (d)     Neurocrine shall have executed and delivered to
                           Wyeth, the Assignment and Assumption Agreement;
                           and(c)Neurocrine shall have duly executed and
                           delivered the Stock Purchase Agreement to be entered
                           into by the Parties on the Closing Date and shall
                           have met all other conditions and obligations
                           required of Neurocrine under the Stock Purchase
                           Agreement.

         6.3      CONDITIONS TO OBLIGATIONS OF NEUROCRINE. The obligation of
                  Neurocrine to enter into and effect the transactions
                  contemplated by Sections 5.1 and 5.2 of this Agreement is
                  subject to the fulfillment at or prior to the Closing Date of
                  the following conditions:

                  (a)      Wyeth and DOV shall have duly executed and delivered
                           the Compound License Agreement and the 2004 Consent
                           Agreement, each of which shall be in full force and
                           effect as of the Closing Date;

                  (b)      Wyeth shall have executed and delivered to Neurocrine
                           the Assignment and Assumption Agreement and the
                           Patent Assignment;

         6.4      COVENANTS. Each Party covenants and agrees to use diligent,
                  good faith efforts to fulfill or cause to be fulfilled each of
                  the conditions set forth above with respect to its effecting
                  the transactions contemplated by Article 5 of this Agreement,
                  at or prior to the Closing Date.

7.       REPRESENTATIONS AND WARRANTIES.

         7.1      REPRESENTATIONS AND WARRANTIES OF EACH PARTY. Each of
                  Neurocrine and Wyeth hereby represents, warrants, and
                  covenants to the other Party hereto as follows:

                  (a)      it is a corporation or entity duly organized and
                           validly existing under the laws of the state or other
                           jurisdiction of its incorporation or formation;

                  (b)      the execution, delivery and performance of this
                           Agreement and of the Stock Purchase Agreement by such
                           Party has been duly authorized by all requisite
                           corporate action and does not require any shareholder
                           action or approval, provided, however, that

                                  Page 11 of 24
<PAGE>

                           Neurocrine acknowledges that Wyeth is required to
                           seek and obtain approval of its Board of Directors in
                           order to complete the transactions contemplated this
                           Agreement and that obtaining such approval is a
                           condition to Wyeth's obligations hereunder;

                  (c)      it has the power and authority to execute and deliver
                           this Agreement and the Stock Purchase Agreement and
                           to perform its obligations hereunder and thereunder;

                  (d)      the execution, delivery and performance by such Party
                           of this Agreement and the Stock Purchase Agreement
                           and its compliance with the terms and provisions
                           hereof and thereof does not and will not conflict
                           with or result in a breach of any of the terms and
                           provisions of or constitute a default under (i) a
                           loan agreement, guaranty, financing agreement,
                           agreement affecting a product or other agreement or
                           instrument binding or affecting it or its property;
                           (ii) the provisions of its charter or operative
                           documents or bylaws; or (iii) any order, writ,
                           injunction or decree of any court or governmental
                           authority entered against it or by which any of its
                           property is bound;

                  (e)      it shall at all times comply with all applicable laws
                           and regulations relating to its activities under this
                           Agreement and the Stock Purchase Agreement; and

                  (f)      There is no action, demand, suit, proceeding,
                           arbitration, grievance, citation, summons, subpoena,
                           inquiry or investigation of any nature, civil,
                           criminal, regulatory or otherwise, in law or in
                           equity, pending or, to such Party's knowledge,
                           threatened against such Party with respect to this
                           Agreement, the License Agreement, the 2002 Consent
                           Agreement or the Compound Patent.

         7.2      ADDITIONAL REPRESENTATIONS AND WARRANTIES OF WYETH. In
                  addition to the representations and warranties made by Wyeth
                  in Section 7.1 above and Sections 7.4 and 7.5 below, Wyeth
                  hereby represents, warrants, and covenants to Neurocrine that

                  (a)      as of the Effective Date of this Agreement, the 2004
                           Consent Agreement will be in full force and effect
                           and that, to Wyeth's knowledge, neither Wyeth nor DOV
                           will have committed any material breach thereunder
                           which material breach remains uncured and would give
                           rise to a right of either Neurocrine, Wyeth or DOV to
                           terminate the 2004 Consent Agreement;

                  (b)      as of the Effective Date of this Agreement, the
                           Compound License Agreement will be in full force and
                           effect and that, to Wyeth's knowledge, neither Wyeth
                           nor DOV will have committed any

                                  Page 12 of 24
<PAGE>

                           material breach thereunder which material breach
                           remains uncured and would give rise to a right of
                           either Wyeth or DOV to terminate the Compound License
                           Agreement; except for the rights and licenses granted
                           to DOV under the Compound License Agreement and the
                           rights and licenses granted to Neurocrine and
                           Neurocrine's sublicensees under the 2002 Consent
                           Agreement, Wyeth, as of the Effective Date of this
                           Agreement, will not have granted to any Third Party
                           any right, title or interest in or to the Compound
                           Patent or the Wyeth Intellectual Property in so far
                           as it relates to the Compound;

                  (c)      Except as set forth in (i) the 2002 Consent
                           Agreement, (ii) the 2004 Consent Agreement, (iii) the
                           Amended and Restated License Agreement and (iv) the
                           Compound License Agreement, the Original License
                           Agreement has not been amended, modified or
                           supplemented in any way since its effective date,
                           insofar as it relates to the Compound or the Wyeth
                           Intellectual Property in so far as it relates to
                           Compound;

                  (d)      to Wyeth's actual knowledge, without having made or
                           having any duty to make any inquiry, as of the
                           Signature Date there is no written safety or other
                           information in Wyeth's possession relating the
                           Compound per se, which information (i) has not been
                           previously disclosed by Wyeth to DOV and/or
                           Neurocrine, and (ii) in Wyeth's reasonable
                           determination, would have a material adverse effect
                           on the development of the Compound;

                  (e)      to Wyeth's actual knowledge, without having made or
                           having any duty to make any inquiry, as of the
                           Signature Date, (i) the issued patents within the
                           Wyeth Intellectual Property and the Compound Patent
                           are valid and enforceable, (ii) no third party is
                           infringing any issued patents within the Wyeth
                           Intellectual Property or the Compound Patent through
                           the manufacture, use or sale of the Compound and
                           (iii) no third party owns or controls any patent, or
                           assuming issuance of the claims as filed therein, any
                           patent application, which claims the manufacture, use
                           and sale of Compound per se (for the sake of clarity,
                           this representation and warranty does not extend to
                           any pharmaceutical formulation of the Compound or any
                           general manufacturing or process technology which may
                           be used by Neurocrine or its sublicensees in
                           connection with the Compound); and

                  (f)      to Wyeth's actual knowledge, without having made or
                           having any duty to make any inquiry, as of the
                           Signature Date there are no patents owned or licensed
                           by Wyeth or any of its Affiliates that would be
                           infringed by the making, using or selling the
                           Compound per se by Neurocrine or its sublicensees,
                           provided, however, that

                                  Page 13 of 24
<PAGE>

                           this representation and warranty does not and shall
                           not extend to any patents which may cover Wyeth's
                           general manufacturing or process technology or
                           pharmaceutical product formulation technology.

                  EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 7, WYETH MAKES
                  NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR
                  IMPLIED, TO NEUROCRINE, INCLUDING, WITHOUT LIMITATION, ANY
                  EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE COMPOUND, THE
                  COMPOUND PATENT, THE WYETH INTELLECTUAL PROPERTY, THE
                  POTENTIAL AMOUNT OF PAYMENTS TO BE RECEIVED BY WYETH FROM DOV
                  UNDER THE COMPOUND LICENSE AGREEMENT OR WYETH'S OR DOV'S PAST
                  AND FUTURE PERFORMANCE UNDER THE ORIGINAL LICENSE AGREEMENT,
                  THE COMPOUND LICENSE AGREEMENT OR THE 2002 CONSENT AGREEMENT.
                  IN ADDITION TO BUT NOT IN LIMITATION OF THE FOREGOING, AND
                  EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT,
                  WYETH SPECIFICALLY DISCLAIMS (i) ANY EXPRESS OR IMPLIED
                  WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                  PURPOSE WITH RESPECT TO THE COMPOUND OR ANY PHARMACEUTICAL
                  PRODUCT CONTAINING THE COMPOUND, (ii) ANY EXPRESS OR IMPLIED
                  WARRANTY REGARDING THE TITLE, VALIDITY OR ENFORCEABILITY OF
                  THE COMPOUND PATENT OR ANY PATENT OR OTHER INTELLECTUAL
                  PROPERTY RIGHT INCLUDED IN THE WYETH INTELLECTUAL PROPERTY,
                  AND (iii) ANY EXPRESS OR IMPLIED WARRANTY THAT THE
                  DEVELOPMENT, MANUFACTURE, USE, DISTRIBUTION, MARKETING,
                  PROMOTION OR SALE OF THE COMPOUND OR ANY PHARMACEUTICAL
                  PRODUCT CONTAINING THE COMPOUND BY OR ON BEHALF OF DOV,
                  NEUROCRINE OR ANY OF THEIR RESPECTIVE LICENSEES OR
                  SUBLICENSEES WILL NOT INFRINGE ANY PATENT OR OTHER
                  INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY OR ANY PATENT
                  OR OTHER INTELLECTUAL PROPERTY OF WYETH OR ANY OF WYETH'S
                  AFFILIATES, WHICH PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT
                  IS NOT INCLUDED IN EITHER THE COMPOUND PATENT OR THE WYETH
                  INTELLECTUAL PROPERTY.

         7.3      ADDITIONAL REPRESENTATIONS AND WARRANTIES BY NEUROCRINE. In
                  addition to the representations and warranties made by
                  Neurocrine in Section 7.1 above and Sections 7.4 and 7.5
                  below, Neurocrine hereby represents, warrants, and covenants
                  to Wyeth that

                                  Page 14 of 24
<PAGE>

                  (a)      as of the Effective Date of this Agreement, the 2004
                           Consent Agreement will be in full force and effect
                           and that, to Neurocrine's knowledge, neither
                           Neurocrine nor DOV will have committed any material
                           breach thereunder which material breach remains
                           uncured and would give rise to a right of either
                           Neurocrine, Wyeth or DOV to terminate the 2004
                           Consent Agreement;

                  (b)      as of the Effective Date of this Agreement it will
                           have sufficient funds available to fulfill its
                           payment obligations under this Agreement;

                  (c)      except as set forth in the 2002 Consent Agreement and
                           the 2004 Consent Agreement, the Neurocrine Sublicense
                           Agreement has not been amended, modified or
                           supplemented in any way since its effective date.

         7.4      REPRESENTATION BY LEGAL COUNSEL. Each Party hereto represents
                  that it has been represented by legal counsel in connection
                  with this Agreement and acknowledges that it has participated
                  in the drafting hereof. In interpreting and applying the terms
                  and provisions of this Agreement, the Parties agree that no
                  presumption shall exist or be implied against the Party which
                  drafted such terms and provisions.

         7.5      NO INCONSISTENT AGREEMENTS. Except for the Compound License
                  Agreement and the 2002 Consent Agreement, to each of which
                  Wyeth is a party and under each of which Wyeth requires and
                  has obtained DOV's consent to enter into this Agreement, as of
                  the Effective Date of this Agreement neither Party has in
                  effect nor shall enter into any oral or written agreement or
                  arrangement that is inconsistent with its obligations under
                  this Agreement.

8.       CONFIDENTIALITY.

         8.1      NON-DISCLOSURE AND USE RESTRICTIONS. Except to the extent
                  expressly authorized by this Agreement or otherwise agreed in
                  writing, the Parties agree that, for the term of this
                  Agreement and for five (5) years thereafter, each Party (the
                  "Receiving Party") receiving any Confidential Information of
                  the other Party (the "Disclosing Party") hereunder shall keep
                  such Confidential Information confidential and shall not
                  publish or otherwise disclose or use such Confidential
                  Information for any purpose other than as provided for in this
                  Agreement except for Confidential Information that the
                  Receiving Party can establish

                  (a)      was already known by the Receiving Party (other than
                           under an obligation of confidentiality), at the time
                           of disclosure by the Disclosing Party and such
                           Receiving Party has documentary evidence to that
                           effect;

                                  Page 15 of 24
<PAGE>

                  (b)      was generally available to the public or otherwise
                           part of the public domain at the time of its
                           disclosure to the Receiving Party;

                  (c)      became generally available to the public or otherwise
                           part of the public domain after its disclosure or
                           development, as the case may be, and other than
                           through any act or omission of a Party in breach of
                           this confidentiality obligation;

                  (d)      was disclosed to that Party, other than under an
                           obligation of confidentiality, by a Third Party who
                           had no obligation to the Disclosing Party not to
                           disclose such information to others; or

                  (e)      was independently discovered or developed by or on
                           behalf of the Receiving Party without the use of the
                           Confidential Information belonging to the other Party
                           and the Receiving Party has documentary evidence to
                           that effect.

         8.2      SEC FILINGS. Either Party may disclose the terms of this
                  Agreement to the extent required, in the reasonable opinion of
                  such Party's legal counsel, to comply with applicable laws,
                  including, without limitation, the rules and regulations
                  promulgated by the United States Securities and Exchange
                  Commission (the "SEC"). Notwithstanding the foregoing, before
                  disclosing this Agreement or any of the terms hereof pursuant
                  to this Section 8.2, the Parties will consult with one another
                  on the terms of this Agreement to be redacted in making any
                  such disclosure. If a Party discloses this Agreement or any of
                  the terms hereof in accordance with this Section 8.2, such
                  Party agrees, at its own expense, to seek confidential
                  treatment of portions of this Agreement or such terms, as may
                  be reasonably requested by the other Party.

         8.3      PUBLIC STATEMENTS. So long as this Agreement is in effect,
                  neither of the Parties hereto shall issue or cause the
                  dissemination of any press release or other announcement with
                  respect to this Agreement or the transactions contemplated
                  hereby without consulting with and obtaining the consent of
                  the other Party which consent shall not be unreasonably
                  withheld; provided, however, that such consent shall not be
                  required where such release or announcement is required by
                  applicable law or legal process. The Parties agree that the
                  press release attached hereto as Exhibit 8.3 may be released
                  on or after the Effective Date or such earlier date as may be
                  required by applicable law.

9.       TERM AND TERMINATION.

         9.1      GOVERNMENT APPROVALS.

                  9.1.1    HSR FILING. To the extent necessary and to the extent
                           not already done so prior to the Signature Date, each
                           of Neurocrine and Wyeth shall, as soon as reasonably
                           practicable after the Signature Date,

                                  Page 16 of 24
<PAGE>

                           but in no event later than five (5) business days
                           after the Signature Date, file with the United States
                           Federal Trade Commission and the Antitrust Division
                           of the United States Department of Justice, any HSR
                           Filing required of it in the reasonable opinion of
                           both Parties under the HSR Act with respect to the
                           transactions contemplated hereby. The Parties shall
                           cooperate with one another to the extent necessary in
                           the preparation of any such HSR Filing. Each Party
                           shall be responsible for its own costs, expenses, and
                           filing fees associated with any HSR Filing, provided,
                           however, that, except as expressly set forth in
                           Section __ below, Neurocrine shall be solely
                           responsible for any fees required to be paid to any
                           government agency in connection with making any such
                           HSR Filing.

                  9.1.2    OTHER GOVERNMENT APPROVALS. To the extent not
                           otherwise addressed in Section 9.1.1 above,
                           Neurocrine and Wyeth will cooperate and use
                           respectively all reasonable efforts to make all
                           registrations, filings and applications, to give all
                           notices and to obtain as soon as practicable all
                           governmental or other consents, transfers, approvals,
                           orders, qualifications authorizations, permits and
                           waivers, if any, and to do all other things necessary
                           or desirable for the consummation of the transactions
                           as contemplated hereby.

         9.2      TERMINATION BY MUTUAL AGREEMENT. This Agreement may be
                  terminated at any time by mutual written agreement of the
                  Parties.

         9.3      TERMINATION FOR CAUSE. This Agreement may be terminated at any
                  time prior to the Closing Date:

                  (a)      by Wyeth if the Closing shall not have occurred on or
                           prior to March 31, 2004;

                  (b)      by Neurocrine if the Closing shall not have occurred
                           on or prior to March 31, 2004; or

                  (c)      subject to Section 9.1, by Wyeth or Neurocrine if a
                           court of competent jurisdiction or governmental
                           authority shall have issued an order, decree or
                           ruling or taken any other action, in each case
                           permanently restraining, enjoining or otherwise
                           prohibiting the transactions contemplated by this
                           Agreement, and such order, decree, ruling or other
                           action shall have become final and nonappealable.

         9.4      EFFECTS OF TERMINATION. Upon expiration or termination of this
                  pursuant to this Article 9, (a) this Agreement shall forthwith
                  become null and void, except that nothing herein shall relieve
                  any Party from liability for breach

                                  Page 17 of 24
<PAGE>

                  of this Agreement prior to such termination. Upon termination
                  of this Agreement for any reason other than Neurocrine's
                  failure to meet one or more of the conditions set forth in
                  Section 6.2 , Wyeth shall refund to Neurocrine the Initial Fee
                  (without interest) within thirty (30) days following such
                  termination. Additionally, if this Agreement is terminated as
                  a result of a failure to meet the condition set forth in
                  Section 6.2(b), Wyeth, within thirty (30) days of such
                  termination, shall reimburse Neurocrine the amount of any fees
                  actually paid by Neurocrine to any government agency in
                  connection with the making of any HSR Filing pursuant to
                  Section 9.1.1 above, provided, however, the maximum amount
                  that Wyeth shall be obligated to so reimburse Neurocrine shall
                  be forty-five thousand dollars ($45,000). Notwithstanding the
                  foregoing, this Article 9, Articles 8 and 10 and Sections
                  4.1(a), 11.3, and 11.8 of this Agreement shall survive any
                  such expiration or termination.

10.      INDEMNIFICATION AND INSURANCE.

         10.1     INDEMNIFICATION BY NEUROCRINE. Neurocrine will indemnify,
                  defend and hold harmless Wyeth, Wyeth's Affiliates, and each
                  of its and their respective employees, officers, directors and
                  agents (each, a "Wyeth Indemnified Party") from and against
                  any and all liability, loss, damage, expense (including
                  reasonable attorneys' fees and expenses) and cost
                  (collectively, a "Liability") that the Wyeth Indemnified Party
                  may be required to pay to one or more Third Parties resulting
                  from or arising out of or in connection with any Third Party
                  claims of any nature arising out of:

                  (a)      the research, development, manufacture or
                           commercialization of the Compound or any
                           pharmaceutical product containing the Compound by, on
                           behalf of, or under the authority of Neurocrine, its
                           Affiliates, and its or their licensees or
                           sublicensees, and their further licensees or
                           sublicensees including, without limitation, Pfizer
                           and any of Pfizer's Affiliates, sublicensees,
                           contractors or commercialization partners;

                  (b)      any Neurocrine representation or warranty set forth
                           herein being untrue in any material respect when
                           made;

                  (c)      any breach or other action taken or omission made by
                           or on behalf of Neurocrine or any of Neurocrine's
                           Affiliates under the Compound License Agreement or
                           the 2002 Consent Agreement; and/or

                  (d)      any action taken or failure to act by Neurocrine, its
                           Affiliates, any of their respective licensees or
                           sublicensees (including, without

                                  Page 18 of 24
<PAGE>

                           limitation, Pfizer and Pfizer's Affiliates) and any
                           of their further licensees or sublicensees, in
                           connection with the filing, prosecution, maintenance
                           or enforcement of the Compound Patent, whether such
                           action or failure to act occurred prior to or after
                           the Effective Date of this Agreement;

                  except in each case, to the extent caused by the negligence or
                  willful misconduct of Wyeth or any Wyeth Indemnified Party.

         10.2     INDEMNIFICATION BY WYETH. Wyeth will indemnify, defend and
                  hold harmless Neurocrine and its sublicensees, distributors
                  and each of its and their respective employees, officers,
                  directors and agents (each, a "Neurocrine Indemnified Party")
                  from and against any and all Liabilities that the Neurocrine
                  Indemnified Party may be required to pay to one or more Third
                  Parties resulting from or arising out of any Third Party
                  claims of any nature arising out of:

                  (a)      the conduct of any activities by, on behalf of, or
                           under the authority of Wyeth (other than by DOV,
                           Neurocrine, Pfizer or their respective Affiliates)
                           prior to the Effective Date of this Agreement; and/or

                  (b)      any Wyeth representation or warranty set forth herein
                           being untrue in any material respect when made;

                  except in each case, to the extent caused by the negligence or
                  willful misconduct of DOV, Neurocrine or any Neurocrine
                  Indemnified Party.

         10.3     PROCEDURE. Each Party will notify the other in the event it
                  becomes aware of a claim for which indemnification may be
                  sought hereunder. In case any proceeding (including any
                  governmental investigation) shall be instituted involving any
                  Party in respect of which indemnity may be sought pursuant to
                  this Article 10, such Party (the "Indemnified Party") shall
                  promptly notify the other Party (the "Indemnifying Party") in
                  writing within fifteen (15) days and the Indemnifying Party
                  and Indemnified Party shall meet to discuss how to respond to
                  any claims that are the subject matter of such proceeding. The
                  Indemnifying Party, upon request of the Indemnified Party,
                  shall retain counsel reasonably satisfactory to the
                  Indemnified Party to represent the Indemnified Party and shall
                  pay the fees and expenses of such counsel related to such
                  proceeding. The Indemnified Party agrees to cooperate fully
                  with the Indemnifying Party in the defense of any such claim,
                  action or proceeding, or any litigation resulting from any
                  such claim. In any such proceeding, the Indemnified Party
                  shall have the right to retain its own counsel, but the fees
                  and expenses of such counsel shall be at the expense of the
                  Indemnified Party unless (a) the Indemnifying Party and the
                  Indemnified Party shall have mutually agreed to the retention
                  of such counsel or (b) the named parties

                                  Page 19 of 24
<PAGE>

                  to any such proceeding (including any impleaded parties)
                  include both the Indemnifying Party and the Indemnified Party
                  and representation of both Parties by the same counsel would
                  be inappropriate due to actual or potential differing
                  interests between them. All such fees and expenses shall be
                  reimbursed as they are incurred. The Indemnifying Party shall
                  not be liable for any settlement of any proceeding effected
                  without its written consent, but if settled with such consent
                  or if there be a final judgment for the plaintiff, the
                  Indemnifying Party agrees to indemnify the Indemnified Party
                  from and against any loss or liability by reason of such
                  settlement or judgment. The Indemnifying Party shall not,
                  without the written consent of the Indemnified Party, effect
                  any settlement of any pending or threatened proceeding in
                  respect of which the Indemnified Party is, or arising out of
                  the same set of facts could have been, a party and indemnity
                  could have been sought hereunder by the Indemnified Party,
                  unless such settlement includes an unconditional release of
                  the Indemnified Party from all liability on claims that are
                  the subject matter of such proceeding.

         10.4     INSURANCE. Neurocrine further agrees to use reasonable efforts
                  to obtain and maintain, during the term of this Agreement,
                  commercial general liability insurance, including products
                  liability insurance, with reputable and financially secure
                  insurance carriers to cover its indemnification obligations
                  under Sections 10.1 with limits of not less than Five Million
                  Dollars ($5,000,000.00) per occurrence and in the aggregate.
                  Insurance shall be procured with carriers having an A.M. Best
                  Rating of A-VII or better. Upon Wyeth's request, Neurocrine
                  shall provide Wyeth with a certificate of insurance evidencing
                  said coverage.

         10.5     LIMITATION. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
                  OTHER PARTY UNDER THIS AGREEMENT FOR SPECIAL, INDIRECT,
                  INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY SUCH OTHER
                  PARTY EXCEPT (A) TO THE EXTENT SUCH DAMAGES ARE PAID TO A
                  THIRD PARTY AS PART OF OR OTHERWISE INCURRED IN CONNECTION
                  WITH A THIRD PARTY CLAIM AND (B) IN THE EVENT OF INTENTIONAL
                  AND WILLFUL BREACH IN BAD FAITH OF ANY REPRESENTATION,
                  WARRANTY OR COVENANT MADE BY SUCH PARTY HEREUNDER.

11.      MISCELLANEOUS.

         11.1     ASSIGNMENT. Neither this Agreement nor any interest hereunder
                  shall be assignable by either Party, without the prior written
                  consent of the other Party, which consent shall not be
                  unreasonably withheld or delayed, except a Party may make such
                  an assignment without the other Party's consent to Affiliates
                  or to a successor to substantially all of the business of such
                  Party to which this Agreement relates, whether in merger, sale
                  of stock, sale of assets or other transaction. This Agreement
                  shall be binding

                                  Page 20 of 24
<PAGE>

                  upon the successors and permitted assigns of the Parties and
                  the name of a Party appearing herein shall be deemed to
                  include the names of such Party's successors and permitted
                  assigns to the extent necessary to carry out the intent of
                  this Agreement. Any assignment not in accordance with this
                  Section 11.1 shall be void.

         11.2     FURTHER ACTIONS. Each Party agrees to execute, acknowledge and
                  deliver such further instruments, and to do all such other
                  acts, as may be necessary or appropriate in order to carry out
                  the purposes and intent of this Agreement.

         11.3     NOTICES. All notices and other communications hereunder
                  (including, without limitation, any notice of breach,
                  termination, change of address, etc.) shall be in writing and
                  shall be deemed given if delivered personally or by facsimile
                  transmission (receipt verified), mailed by registered or
                  certified mail (return receipt requested), postage prepaid, or
                  sent by nationally recognized express courier service, to the
                  Parties at the following addresses (or at such other address
                  for a Party as shall be specified by like notice, provided,
                  however, that notices of a change of address shall be
                  effective only upon receipt thereof):

                  All correspondence to Wyeth shall be addressed as follows:

                           Wyeth Pharmaceuticals
                           500 Arcola Road
                           Collegeville, PA  19426
                           Attn: Senior Vice President, Worldwide Licensing
                           Fax:  (484) 865-9301

                                 with a copy to:

                                 Wyeth
                                 5 Giralda Farms
                                 Madison, NJ  07940
                                 Attn: General Counsel
                                 Fax:  (973) 660-7156

                  All correspondence to Neurocrine shall be addressed as
follows:

                           Neurocrine Biosciences, Inc.
                           10555 Science Center Drive
                           San Diego, California  92121
                           Attn: Senior Vice President, Business Development
                           Fax:  (858) 658-7605

                                 with a copy to:

                                  Page 21 of 24
<PAGE>

                                 Neurocrine Biosciences, Inc.
                                 10555 Science Center Drive
                                 San Diego, California  92121
                                 Attn: General Counsel
                                 Fax:  (858) 658-7605

         11.4     AMENDMENT. No amendment, modification or supplement of any
                  provision of this Agreement shall be valid or effective unless
                  made in writing and signed by a duly authorized officer of
                  each Party.

         11.5     WAIVER. No provision of the Agreement shall be waived by any
                  act, omission or knowledge of a Party or its agents or
                  employees except by an instrument in writing expressly waiving
                  such provision and signed by a duly authorized officer of the
                  waiving Party. The waiver by either of the Parties of any
                  breach of any provision hereof by the other Party shall not be
                  construed to be a waiver of any succeeding breach of such
                  provision or a waiver of the provision itself.

         11.6     SEVERABILITY. If any clause or portion thereof in this
                  Agreement is for any reason held to be invalid, illegal or
                  unenforceable, the same shall not affect any other portion of
                  this Agreement, as it is the intent of the Parties that this
                  Agreement shall be construed in such fashion as to maintain
                  its existence, validity and enforceability to the greatest
                  extent possible. In any such event, this Agreement shall be
                  construed as if such clause of portion thereof had never been
                  contained in this Agreement, and there shall be deemed
                  substituted therefor such provision as will most nearly carry
                  out the intent of the Parties as expressed in this Agreement
                  to the fullest extent permitted by applicable law.

         11.7     DESCRIPTIVE HEADINGS. The descriptive headings of this
                  Agreement are for convenience only, and shall be of no force
                  or effect in construing or interpreting any of the provisions
                  of this Agreement.

         11.8     GOVERNING LAW; DISPUTE RESOLUTION. This Agreement shall be
                  governed by and interpreted in accordance with the substantive
                  laws of the State of New York, without regard to conflict of
                  law principles thereof. The Parties recognize that a bona fide
                  dispute as to certain matters may from time to time arise
                  during the term of this Agreement. In the event of the
                  occurrence of such a dispute either Party may, by written
                  notice to the other Party, have such dispute referred to their
                  respective officers (designated below) or their successors or
                  designees for attempted resolution by good faith negotiations
                  within ten (10) calendar days after such notice is received.
                  Said designated officers are as follows:

                           For Wyeth:                Senior Vice President

                                  Page 22 of 24
<PAGE>

                                                     Global Business Development
                                                     Wyeth Pharmaceuticals

                           For Neurocrine:           Senior Vice President,
                                                     Business Development

                  In the event the designated officers are not able to resolve
                  such dispute through good faith negotiations within such ten
                  (10) calendar day period, either Party may pursue any legal or
                  equitable remedies available to it by filing a claim in the
                  state or federal courts of the state of New York and each
                  Party hereby consents to the jurisdiction of such court and
                  each Party hereby irrevocably waives its right to a jury trial
                  before such court. Notwithstanding the foregoing, nothing in
                  this Section 11.8 shall prohibit a Party from seeking
                  temporary or injunctive relief from a state or federal court
                  in New York pending the resolution of a dispute in accordance
                  with the provisions of this Section 11.8.

         11.9     ENTIRE AGREEMENT OF THE PARTIES. This Agreement constitutes
                  and contains the complete, final and exclusive understanding
                  and agreement of the Parties as to the subject matter hereof
                  and cancels and supersedes any and all prior negotiations,
                  correspondence, understandings and agreements, whether oral or
                  written, among the Parties respecting the subject matter
                  hereof,. Except as expressly provided otherwise herein, this
                  Agreement shall have no effect on, and shall be subject to,
                  the 2002 Consent Agreement, the 2004 Consent Agreement, the
                  Sublicense Agreement and Compound License Agreement which
                  agreements shall continue in full force and effect in
                  accordance with the terms and conditions thereof and subject
                  to the assignments and assumptions effected pursuant to this
                  Agreement.

         11.10    INDEPENDENT CONTRACTORS. Both Parties are independent
                  contractors under this Agreement. Nothing herein contained
                  shall be deemed to create an employment, agency, joint venture
                  or partnership relationship between the Parties hereto or any
                  of their agents or employees, or any other legal arrangement
                  that would impose liability upon one Party for the act or
                  failure to act of the other Party. Neither Party shall have
                  any express or implied power to enter into any contracts or
                  commitments or to incur any liabilities in the name of, or on
                  behalf of, the other Party, or to bind the other Party in any
                  respect whatsoever.

                                  Page 23 of 24
<PAGE>

         11.11    COUNTERPARTS. This Agreement may be executed in any number of
                  counterparts, each of which need not contain the signature of
                  more than one Party but all such counterparts taken together
                  shall constitute one and the same agreement.

         IN WITNESS WHEREOF, duly authorized representatives of the Parties have
duly executed this Agreement to be effective as of the Signature Date.

WYETH HOLDINGS CORPORATION                       NEUROCRINE BIOSCIENCES, INC.

By /s/ Robert A. Dougan                          By /s/ Gary A. Lyons
Name: Robert A. Dougan                           Name: Gary A. Lyons
Title: Senior Vice President                     Title: President and CEO

                                  Page 24 of 24
<PAGE>

                                  EXHIBIT 1.7

                       FORM OF COMPOUND LICENSE AGREEMENT
<PAGE>

                                LICENSE AGREEMENT

         THIS AGREEMENT (the "Agreement") is entered into on this __th day of
February, 2004 by and between DOV PHARMACEUTICAL, INCORPORATED, a corporation
organized and existing under the laws of the Delaware, having its registered
offices at Continental Plaza, 433 Hackensack Avenue, Hackensack, New Jersey
07601, (hereinafter DOV) and WYETH HOLDINGS CORPORATION (formerly known as
"American Cyanamid Company"), a corporation organized under the laws of the
State of Maine, U.S.A., having its principal place of business at 5 Giralda
Farms, Madison, New Jersey 07940, U.S.A., (hereinafter Wyeth).

                                   WITNESSETH:

         WHEREAS, DOV and Wyeth entered into that certain License Agreement
dated May 29, 1998 (as previously amended, the "Original License Agreement")
pursuant to which Wyeth granted to DOV a worldwide exclusive license for a group
of four (4) specified compounds;

         WHEREAS, on even date herewith DOV and Wyeth entered into an Amended
and Restated License Agreement, which agreement amends and restates the Original
License Agreement so as to remove from such agreement the rights and licenses
granted to DOV and the other rights and obligations of each of the parties
thereunder, in each case, which rights, licenses and obligations relate to the
compound designated as CL 285,489 (also known as Indiplon);

         WHEREAS, DOV and Wyeth now desire to enter into this license agreement
to provide for the grant of a worldwide, exclusive license to DOV under certain
intellectual property rights of Wyeth for the development and commercialization
of CL 285,489;

         WHEREAS, Wyeth possesses intellectual property rights relating to the
chemical compound listed in Schedule 1 attached hereto and made a part hereof
and to pharmaceutical products to be processed from the aforesaid compound.

                                       1
<PAGE>

         WHEREAS, Wyeth designates Wyeth Pharmaceuticals, an Affiliate of Wyeth,
with principal offices at 500 Arcola Road, Collegeville, Pennsylvania 19426,
U.S.A., as the correspondent and contact for day-to-day business regarding the
compounds that appear in Schedule 1. All correspondence and contacts shall be
with Wyeth Pharmaceuticals.

         WHEREAS, DOV is interested to develop as well as manufacture, have
manufactured by, use, and sell pharmaceutical products containing CL 285,489
worldwide under a license that Wyeth is willing to grant.

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

ARTICLE 1.0 DEFINITIONS

1.1      "Effective Date" means the date upon which this License Agreement is
         executed by both parties.

1.2      "Product" means the compound listed in Schedule 1.

1.3.     "Marketed Product" means the pharmaceutical preparation in finished
         form containing Product suitable for human administration, whether
         alone or in combination with other active ingredients.

1.4      "Wyeth Patents" means all patents, certificates of invention, and
         applications covering the Product. Such Wyeth Patents are listed in
         Exhibit A of this License Agreement.

1.5      "Wyeth Know-How" means all information, patentable or otherwise,
         developed, applied, or acquired by Wyeth as of May 22, 1997 relating to
         the production or development of the Product that is reasonably useful
         or necessary to develop or manufacture Product.

                                       2
<PAGE>

1.6      "Wyeth's Place of Payment" means 500 Arcola Road, Collegeville,
         Pennsylvania 19426.

1.7      "Affiliate" means with respect to a party, any other business entity
         that directly or indirectly controls, is controlled by, or is under
         common control with, such party. A business entity or party shall be
         regarded as in control of another business entity if it owns, or
         directly or indirectly controls, at least fifty percent (50%) of the
         voting stock or other ownership interest of the other business entity,
         or if it directly or indirectly possesses the power to direct or cause
         the direction of the management and policies of the other business
         entity by any means whatsoever.

1.8      "Net Sales" shall mean the gross amount invoiced for the Marketed
         Product sold by DOV and/or its Affiliates or their sublicensees
         (including any further sublicensees), less:

         (i)      transportation charges or allowances, if any, included in such
                  price;

         (ii)     trade, quantity or cash discounts, service allowances and
                  broker's or agent's commissions but not salaries, commissions,
                  bonuses or other incentive pay to in-house sales or other
                  personnel, if any, allowed or paid;

         (iii)    credits or allowances, if any, given or made on account of
                  price adjustments, returns, bad debts, off-invoice promotional
                  discounts, rebates, and any all Federal, state or local
                  government rebates whether in existence now or enacted at any
                  time during the term of this Agreement (e.g., HCFA or Medicaid
                  rebates), rejections, recalls or destruction requested or made
                  by an appropriate government agency; and

         (iv)     any tax, excise or governmental charge upon or measured by the
                  sale, transportation, delivery or use of the Marketed Product;

         provided that Net Sales shall in no event be less than 80% of Gross
         Sales.

         In the case of discounts on "bundles" of products which include the
         Marketed Product, DOV, its Affiliates and its sublicensees (including
         further sublicensees) may, with notice

                                       3
<PAGE>

         to Wyeth, calculate Net Sales as set forth above discounting the bona
         fide list price of the Marketed Product by the average percentage
         discount of all products of the selling party and/or its Affiliates or
         sublicensees in a particular "bundle", calculated as follows:

                  Average percentage
                  discount on a                      = (1-A/B) x 100
                  particular "bundle"

         where A equals the total discounted price of a particular "bundle" of
         products, and B equals the sum of the undiscounted bona fide list
         prices of each unit of every product in such "bundle". DOV shall
         provide Wyeth documentation, reasonably acceptable to Wyeth,
         establishing such average discount with respect to each "bundle". Where
         the Marketed Product is also sold other than in bundled form, the
         average discount as calculated above shall be applied to the
         undiscounted list price of the Marketed Products in the "bundle". If
         the Marketed Product is not sold separately and no bona fide list price
         exists for the Marketed Product, the parties shall negotiate in good
         faith an imputed list price for the Marketed Product, and the average
         discount as calculated above with respect thereto shall be applied to
         such imputed list price.

1.9      "Territory" means all countries of the world.

1.10     "Scheduled Payments" means those lump sums payable at the time of the
         achievement of specific developmental activities during the development
         period through actual commercial introduction of a Product following
         regulatory approval.

1.11     As used in this e Agreement, the singular includes the plural and the
         plural includes the singular, wherever appropriate by fact or by
         context.

                                       4
<PAGE>

ARTICLE 2.0 LICENSE GRANT

2.1      Effective as of May 29, 1998, Wyeth hereby grants DOV an exclusive
         license under Wyeth Patents and Wyeth Know-How to make, have made, use,
         import, offer for sale and/or sell Marketed Product in the Territory.

2.2      Subject to Wyeth's right of first refusal provided for in Article 4.0,
         and the provisions in Article 5.0; DOV shall have the right to grant
         sublicenses under the License provided for in Article 2.1.

ARTICLE 3.0 DEVELOPMENTAL ACTIVITIES

3.1      While this Agreement is in effect, DOV shall use reasonable efforts to
         develop and commercialize the Product, either through itself or through
         a third party commercial partner. Such activities include negotiating
         the terms of a sublicense agreement with a third party.

3.2      DOV may disclose unpublished Wyeth Patents and Wyeth Know-How to a
         third party, bound under an obligation of confidentiality which is
         substantially the same as the obligation provided for in Article 7 of
         this License Agreement, to the extent necessary to negotiate a
         sublicense, and thereafter to develop and commercialize the Product.

3.3      On a quarterly basis, DOV shall provide Wyeth with a written report
         outlining its developmental activities during that quarter.

ARTICLE 4.0 WYETH RIGHT OF FIRST REFUSAL

4.1      Prior to its entering into a sublicense agreement with a third party
         with respect to Product, DOV shall present, in writing, to Wyeth the
         bona fide proposed terms and conditions of said sublicense agreement.
         Following receipt by Wyeth of said terms and conditions, Wyeth shall
         have sixty (60) days to notify DOV if it intends to enter into a
         development agreement with DOV, the terms of which would exceed those
         proposed by a third party by 10% relative to Scheduled Payments and
         royalties. So as to permit Wyeth to reach

                                       5
<PAGE>

         such decision, DOV shall provide to Wyeth all relevant data and
         information regarding Product available to DOV, simultaneously with its
         providing to Wyeth the terms and conditions offered by the said third
         party.

4.2      Upon Wyeth's providing DOV with notification of its intent to enter
         into an agreement with DOV pursuant to Article 4.1, the parties will
         promptly negotiate said agreement embodying Wyeth's offer under Article
         4.1 and this License Agreement shall terminate upon the effective date
         of said agreement, solely with regard to the Product(s) elected by
         Wyeth under Article 4.1 and contained in said agreement.

4.3      If Wyeth does not notify DOV of its intention to enter into an
         agreement with DOV pursuant to Articles 4.1 and 4.2, hereinabove,
         within the agreed upon period, DOV shall be free to enter into a
         sublicense agreement with the third party under the terms presented to
         Wyeth, or better.

4.4      In the event that DOV files a New Drug Application (NDA) in the USA, or
         a foreign equivalent thereof in Europe or Japan, but has not yet
         entered into a license agreement with a third party for Product, DOV
         shall provide Wyeth with a copy of the NDA ( or the foreign equivalent
         thereof as filed together with its English translation) for evaluation
         by Wyeth. If Wyeth shall express an interest in marketing the Product,
         then the parties shall enter into good faith negotiations relating to
         the possibility of Wyeth's obtaining marketing rights to the Product.

ARTICLE 5.0 SUBLICENSE AGREEMENTS

5.1      If DOV grants a sublicense to a third party with regard to Product
         under this Agreement, such sublicense agreement shall provide for DOV
         to receive Scheduled Payments and royalty payments based on Net Sales
         of Marketed Product.

                                       6
<PAGE>

ARTICLE 6.0 PAYMENTS

6.1      Within thirty (30) days after the Effective Date of the Original
         License Agreement, DOV shall pay Wyeth the fee as indicated below in
         this paragraph 6.1 for exercising its Option rights with regard to each
         Product. Such fee shall be non-refundable and non-creditable against
         any other payments due Wyeth pursuant to this Agreement:

         CL 285,489         $  50,000

         Wyeth acknowledges that the fee provided for in this Section 6.1 has
         been received.

6.2      If DOV enters into a sublicense agreement with a third party before the
         filing of an NDA (or the foreign equivalent thereof in Europe or Japan)
         for a Product, DOV shall, subject to the minimum conditions set forth
         in paragraph 6.4 of this Agreement, pay Wyeth during the term of this
         Agreement 35% of all remuneration, excluding all adequately documented
         future research and development payments, whether tangible or
         intangible, including all Scheduled Payments within 30 days of receipt
         by DOV from such sublicensee and one-third of all other royalties and
         profits, whether tangible or intangible, within 30 days of receipt by
         DOV derived from the final sale to the trade of Marketed Product by DOV
         or its sublicensee, as the case may be.

6.3      If DOV enters into a sublicense agreement with a third party after the
         filing of an NDA (or the foreign equivalent thereof in Europe or Japan)
         for a Product, DOV shall, subject to the minimum conditions set forth
         in paragraph 6.4 of this Agreement, pay Wyeth during the term of this
         Agreement 25% of all remuneration, whether tangible or intangible,
         including Scheduled Payments within 30 days of receipt by DOV from such
         sublicensee; and 25% of all other royalties and profits; whether
         tangible or intangible, within 30 days of receipt by DOV derived from
         the final sale to the trade of Marketed Product by DOV or its
         sublicensee, as the case may be.

                                       7
<PAGE>

6.4      Notwithstanding any other provision of this Agreement, Wyeth shall in
         no event receive Scheduled Payments and once the Product has been
         commercialized, royalties on sales of Marketed Product to the trade by
         DOV or its third-party sublicense with respect to each Product listed
         in Schedule 1, which Scheduled Payments, in the aggregate, and
         royalties are less than the amounts below indicated in this paragraph.
         For the sake of clarity, in the event the portion of the first
         Scheduled Payment received by DOV from a sublicensee which portion is
         payable by DOV to Wyeth in accordance with Section 6.2 above, is less
         than the amount indicated below in this paragraph, DOV shall pay to
         Wyeth the minimum amount set forth below at such time and that portion
         of such minimum amount that is in excess of the amount payable by DOV
         to Wyeth pursuant to Section 6.2 above as the result of DOV's receipt
         of such Scheduled Payment from its sublicensee, shall be credited
         against any further Scheduled Payments due from DOV to Wyeth under this
         Agreement.. The Scheduled Payments due Wyeth for the Schedule 1
         compound shall be paid pursuant to the 30-day period specified in
         paragraphs 6.2 and 6.3 if received by DOV from third parties; but in
         the event that DOV achieves the filing of an NDA, or its equivalent in
         the United States, Europe, or Japan for a Product without assistance of
         a third party, DOV shall remit to Wyeth the aggregate minimum Scheduled
         Payments set forth below no later than 30 days following the
         achievement of such Regulatory filing.

<TABLE>
<CAPTION>
AGGREGATE MINIMUM SCHEDULED                              MINIMUM ROYALTY DUE TO
PAYMENT FOR EACH PRODUCT DUE WYETH                         WYETH ON NET SALES
----------------------------------                         ------------------
<S>                  <C>                                 <C>
CL 285,489           $2.5 Million                                 2.5%
</TABLE>

         Provided however if marketing exclusivity in any country of the
         Territory is lost to DOV or its sublicensee prior to the expiration of
         this Agreement in such country, the parties shall meet to discuss
         whether any modification to these terms is appropriate.

6.5      DOV shall keep and shall obligate its sublicensees to keep accurate and
         complete records of all sales of Product and Marketed Product in
         accordance with generally

                                       8
<PAGE>

         accepted accounting principles and practices. In any agreement between
         DOV and a third party, DOV shall obligate such third party to allow
         routine audits by Wyeth of such third party's records relating to the
         Product and Marketed Product and shall further require such third party
         to likewise obligate any additional third party that enters into an
         agreement with the third party relating to the Product and Marketed
         Product to allow routine audits by Wyeth of such additional third
         party's records relating to the Product and Marketed Product. Wyeth, no
         more than one time per calendar year for each of DOV or any third party
         so audited, may conduct, at its own expense, at reasonable times during
         normal business hours, through an accountant designated by Wyeth and
         acceptable to DOV (and its sublicensees and their sublicensees, as
         appropriate), an audit of the accounts contemplated above, as well as
         any supporting instruments and documents, and may make copies of and
         extracts from such records for the sole purpose of ascertaining or
         verifying the correctness of the amounts remitted by DOV hereunder.
         Such accountant shall be required by DOV or any sublicensee to enter
         into a reasonably acceptable confidentiality agreement, and in no event
         shall such accountants disclose to Wyeth or DOV any information other
         than information relating to or supporting the accuracy of the payments
         due from DOV hereunder (and, except to the extent necessary to support
         sales data using bundles, in no event information that relates to
         products other than the Product or Marketed Product). Each such audit
         shall be limited to the records and accounts pertaining to the year on
         which the audit is conducted and the immediately preceding 5 calendar
         years. Results in the form of a report of such audit shall be made
         available by Wyeth to DOV and to any third party that is the subject of
         the audit. Should such audit reveal any discrepancies between reports
         made by DOV or its sublicensees and the audit exceeding five percent
         (5%) in favor of DOV or any third party that is audited, then DOV shall
         pay in full the costs of such audit requested by Wyeth; otherwise,
         Wyeth shall bear the costs in full for the audit of the records of DOV,
         its Affiliates, or its sublicensees. In the event DOV, its Affiliates
         or sublicensees (including further sublicensees) conducts an audit of
         any sublicensee selling the Product and Marketed Product, DOV shall
         provide or shall cause such Affiliate or sublicensee to provide to
         Wyeth a copy of each audit report generated in connection therewith.

                                       9
<PAGE>

6.6      Royalty payments shall be due within the shorter period of thirty (30)
         days following receipt thereof by DOV or sixty (60) days of the end of
         each calendar quarter on Net Sales made in that quarter and shall be
         paid at Wyeth's Place of Payment. Royalties shall accrue in the
         currency of the country in which the sale of Marketed Product is made,
         and if different from U. S. dollars shall be converted into such
         currency using the exchange rate appearing in the Wall Street Journal
         applicable for the last day of the calendar quarter during which the
         royalties accrued.

6.7      All taxes, assessments, fees. and charges, if any, levied under income
         tax laws or regulations with respect to payments due Wyeth hereunder
         shall be for the account of Wyeth and if required by law to be withheld
         and paid to the applicable jurisdiction, may be deducted by DOV from
         such payments due to Wyeth. Receipts for all such deducted taxes,
         assessments, fees and charges paid by DOV to the taxing authorities
         shall be secured by DOV and sent to Wyeth.

6.8      In case of any delay in payment by DOV to Wyeth not occasioned by force
         majeure, interest at the rate of one percent (1%) per month, assessed
         from the thirty-first day after the due date of the said payment, shall
         be due Wyeth without any special notice.

ARTICLE 7.0 CONFIDENTIALITY

7.1      If during the performance of this Agreement, one party hereto wishes to
         disclose information to another that it considers confidential, and if
         the receiving party is willing to accept such information, then such
         information may not be subsequently disclosed by the receiving party to
         a third party, other than as provided in this Agreement, without the
         written permission of the disclosing party. The parties to this
         Agreement agree to hold in confidence all information and all
         knowledge, know-how, practices, process, or other information disclosed
         or submitted in writing or in other tangible form that is considered to
         be confidential for a period of five (5) years from the date of such
         disclosure, except:

                                       10
<PAGE>

         (a)      information that, at the time of disclosure, is in the public
                  domain;

         (b)      information that, after disclosure, is published or otherwise
                  becomes part of the public domain through no fault of the
                  receiving party;

         (c)      information that was in the possession of the receiving party
                  at the time of disclosure;

         (d)      information that is developed by or on behalf of the receiving
                  party independently of any disclosure to it by the disclosing
                  party hereunder; or

         (e)      information that is provided to the receiving party by a third
                  party with the right to so provide.

ARTICLE 8.0 ADVERSE EXPERIENCE

8.1      DOV shall keep (and DOV shall cause its sublicensees to keep under
         terms and conditions equal to those set forth in this Article 8) Wyeth,
         during the term of this Agreement, promptly and fully informed of all
         pharmaceutical, toxicological and clinical findings relating to adverse
         experience of the Product or Marketed Product.

8.2      DOV undertakes to notify Wyeth promptly with written confirmation by
         immediate telecopy of any information concerning any serious adverse
         event as defined by C.I.O.M.S. or the F.D.A. or by the Ministry of
         Health & Welfare in Japan, as applicable, reasonably associated with
         clinical studies or attributed to the use or application of the Product
         and Marketed Product. In any event the above notification shall be made
         within two working days after DOV should first learn or be advised of
         all relevant information with respect to such adverse event.

8.3      DOV shall also forward regularly (and usually every six months unless
         the parties agree on another period) to Wyeth any information on all
         other adverse effects or any difficulty

                                       11
<PAGE>

         associated with the clinical use, studies, investigations, tests and
         prescription of the Product or Marketed Product.

8.4      DOV shall provide upon request the information on patient exposure:
         estimated patient days of exposure.

8.5      DOV shall inform Wyeth, without delay, of any governmental action,
         correspondence or reports to or from governmental authorities that may
         affect the situation of the Product or Marketed Product and furnish
         Wyeth with copies of any relevant documents relating thereto.

ARTICLE 9.0 REPRESENTATIONS AND WARRANTIES

9.1      Wyeth hereby represents and warrants that it has the right to grant DOV
         the license under Article 2 of this Agreement, and that, as of the
         effective date of the Original License Agreement, Wyeth is not aware of
         any lawsuit, opposition or action of any kind questioning or contesting
         the validity of the Wyeth Patents. Notwithstanding the foregoing, Wyeth
         makes no other warranties, expressed or implied, and Wyeth does not
         warrant, nor does it entitle any agent, officer, employee or
         representative of Wyeth to warrant validity, enforceability, efficacy,
         merchantability, fitness for a particular purpose or otherwise with
         respect to any Product, Marketed Product or Wyeth Patent as the case
         may be.

9.2      DOV is fully cognizant of Good Laboratory Practices ("GLP") and Good
         Manufacturing Practices ("GMP") and shall manufacture or have
         manufactured Product and Marketed Product in a manner that fully
         complies with GLP and GMP.

ARTICLE 10.0 INDEMNIFICATION, LIABILITY AND INSURANCE

10.1     DOV shall at all times during the term of this Agreement, and
         thereafter, indemnify, defend and hold Wyeth and all its Affiliates and
         their respective directors, officers, partners, employees, servants and
         agents harmless from and against any and all claims

                                       12
<PAGE>

         and expenses, including without limitation legal expenses, court costs,
         and reasonable attorney's fees, arising out of or relating to the death
         of or actual or alleged injury to any person or damage to any third
         party's property, and from and against any other claim, proceeding,
         demand, expense, cost and liability of any kind whatsoever
         (collectively "liabilities") resulting from, arising out of or related
         to Product or Marketed Product.

10.2     DOV shall take all necessary steps, at its own costs, and shall so
         obligate its sublicensee to properly maintain insurance policies to
         cover all liabilities to any third party that might be incurred,
         directly or indirectly as a result of its participation in the
         performance of this Agreement.

10.3     DOV shall maintain (and shall cause its sublicensee to maintain)
         product liability insurance that may include funded self-insurance
         reserves with respect to the development, manufacture and sale of the
         Product and Marketed Product in such amount as customary in the
         industry. DOV (and its sublicensee) shall maintain such insurance for
         so long as it continues to develop, manufacture or sell any Product and
         Marketed Product and thereafter for so long as required to cover such
         manufacture or sales.

         DOV (and its sublicensee) shall name Wyeth as an additional insured on
         its insurance policy. Upon execution of the Original License Agreement
         DOV has supplied and during the term of this Agreement, upon Wyeth's
         request, DOV shall supply Wyeth with evidence of such coverage, and
         undertakes to communicate to Wyeth during the term of this Agreement
         any modifications to such coverages.

ARTICLE 11.0 USE OF NAMES/ TRADEMARKS/PUBLICITY

11.1     Neither party shall use the name of the other party in any advertising
         or other form of publicity without the written permission of the other.

11.2     By virtue of this License Agreement, DOV shall not acquire any right to
         use trademarks, tradedress or other indicia of origin belonging to
         Wyeth, or any of its Affiliates.

                                       13
<PAGE>

11.3     The timing and content of any press release or other public
         communications relating to this Agreement and the transactions
         contemplated herein shall, except as otherwise required by law, be
         determined jointly by Wyeth and DOV.

ARTICLE 12.0 PATENT INFRINGEMENTS

12.1     Wyeth shall be responsible for the filing, prosecution and maintenance
         of the Wyeth Patents. Wyeth shall not allow any issued Patent included
         within the Wyeth Patents and listed or Exhibit A attached hereto to
         lapse (by reason of failure to pay maintenance fees or annuities or to
         take any other action necessary to maintain such patent in full force
         and effect) or admit the invalidity thereof prior to the mutual
         expiration date thereof without DOV"s prior consent.

12.2     In case any actions, claims, demands, suits or other legal proceedings
         are brought or threatened to be brought against DOV by a third party
         for infringement of such third party's patent(s) relating to Product
         per se, by virtue of DOV's manufacture, use, sale or offer for sale of
         the Product or Marketed Product hereunder, DOV shall notify Wyeth
         forthwith of the threat or existence of such actions with sufficient
         evidence thereof to enable the parties to prepare an appropriate
         defense. strategy. The parties shall consult together as to the action
         to be taken and as to how the defense will be handled. DOV shall be
         responsible for all defense costs.

         DOV undertakes not to make any admission of liability to a claimant or
         plaintiff or his or her legal representative or insurer and not to sign
         any agreement in respect of such proceedings without Wyeth's previous
         written consent not to be unreasonably withheld.

         When DOV, because of the settlement with Wyeth's consent of the claimed
         infringement, or a final unappealable or non-appealed judgment of a
         court of competent jurisdiction, is required to make payments to one or
         more third parties to obtain a license without which the marketing of
         the Marketed Product could not be made in a given country, DOV may

                                       14
<PAGE>

         deduct such payments from the royalty payments due to Wyeth hereunder,
         provided however that in no event shall the royalty rate be reduced by
         more than fifty percent (50%) of that which would otherwise be due
         Wyeth.

12.3     DOV shall promptly inform Wyeth of any suspected infringement of any of
         Wyeth Patents by a third party and provide Wyeth with any available
         evidence of such suspected infringement.

         Wyeth shall have the right but not the obligation to institute any
         claim, suit or proceeding against an infringer or a presumed infringer
         to protect and defend Wyeth Patents. Wyeth shall control the
         prosecution of any such suit or claim, including without limitation the
         choice of counsel and shall settle or dispose of any such suit or
         claim. DOV shall provide Wyeth with all reasonable assistance (other
         than financial) required to institute and maintain such proceedings. In
         the event Wyeth so elects, Wyeth shall bear the entire costs of such
         prosecution and shall be entitled to retain, after deducting the costs
         and expenses borne by Wyeth in prosecuting the claim of infringement,
         ninety percent (90%) of the amount of any recovery, court award or
         settlement.

         DOV shall not institute any negotiations or legal proceedings with
         respect to any such infringement without prior written consent of
         Wyeth, but shall have the right to institute infringement proceedings
         against a third party in the event that Wyeth elects not to do so. In
         such event, DOV shall bear the entire costs and expenses of such
         proceedings. Wyeth shall provide DOV with all reasonable assistance
         (other than financial) required to institute and maintain such
         proceedings. In such event, DOV shall be entitled to retain ninety
         percent (90%) of the proceeds of any such recovery, after first
         deducting the costs and expenses borne by DOV in initiating and
         maintaining such infringement action and shall pay the remainder to
         Wyeth.

                                       15
<PAGE>

ARTICLE 13.0 DURATION AND TERMINATION

13.1     This Agreement shall be binding on the parties as of the day of its
         execution but shall have no force or effect until either the parties
         determine that notification under Title II of the Hart-Scott-Rodino
         Antitrust Improvements Act of 1976, 15 U.S.C. 18a, and the regulations
         promulgated thereunder, 16 C.F.R. 801.1 et seq., is not required or if
         the parties determine that such notification is required, the waiting
         period shall have expired or been terminated. If a notification filing
         is required, the parties shall, at their own expense, prepare and make
         all appropriate filings. The parties shall cooperate in the antitrust
         clearance process and hereby agree to furnish promptly to the FTC and
         the Antitrust Division of the Department of Justice such additional
         information reasonably requested by them in connection with such
         filings. In the event that the waiting period has not expired or been
         terminated within six (6) months after the date of signature of this
         agreement by both parties, the parties shall revert to their status
         before signing and this agreement shall be of no force and effect,
         except for Articles 7, 10, and 11 which shall survive pursuant to their
         terms. Thereafter, the Agreement shall continue in full force and
         effect in each country of the Territory until the later of expiration
         of the Wyeth Patents in such country or a period of ten (10) years
         following the launch of such Marketed Product by DOV or its
         sublicensee(s) in each country of the Territory.

13.2     Upon expiration of this Agreement with respect to each country of the
         Territory, DOV shall be deemed to have a fully-paid, royalty-free
         license with the right to make or have made, use or sell Product and
         Marketed Product as well as to freely utilize all data generated
         hereunder or received from Wyeth by DOV without DOV's having further
         obligation to Wyeth, except for maintaining confidentiality as required
         by Article 7.1 of this Agreement.

13.3     DOV shall be free to terminate this entire Agreement and surrender and
         return to Wyeth all rights acquired by DOV hereunder in its own
         discretion at any time upon 90 days' prior written notice at which time
         all license rights granted hereunder shall come to an end.

                                       16
<PAGE>

13.4     In the event that a party hereto shall be presumed by the other to have
         breached any material condition herein contained, the complaining party
         shall be required to provide a formal written notice of such presumed
         breach, requesting rectification within a sixty-day period from the
         date of receipt of such notice. The party presumed to be in breach of
         this Agreement shall either submit a commercially reasonable plan for
         rectification within 45 days of receipt of notice (if the breach cannot
         be rectified within the sixty-day period), or take appropriate steps to
         remedy the breach if capable of remedy within such period. If within
         the said sixty-day period neither the aforesaid plan has been
         submitted, nor the breach cured, the party alleging breach shall then
         be entitled to terminate this Agreement, thereby surrendering all
         rights granted hereunder, by written notice to the other party, such
         termination having immediate effect.

13.5     This Agreement may be terminated at once by Wyeth giving notice to DOV
         if DOV is insolvent or has committed an act of bankruptcy or an order
         is made or resolution passed for the winding up of either party.

13.6     In the event this Agreement is terminated prior to its full term
         pursuant to paragraph 13.3 by DOV or pursuant to paragraphs 13.4 or
         13.5 by Wyeth, DOV shall within thirty (30) days of such event transfer
         to Wyeth all information, data and know-how of any kind relating to the
         Product and shall authorize the transfer of all governmental approvals
         for the Product to Wyeth, in addition to DOV's right derived from all
         license agreements between DOV and its third party partners relative to
         Product and Marketed Product.

ARTICLE 14.0 REPORTS AND NOTICES

14.1     Upon Wyeth's request, DOV shall provide Wyeth an annual report
         summarizing the stage of development relating to the Product. Such
         report shall be provided within thirty (30) days of each anniversary of
         the signing of this Agreement.

                                       17
<PAGE>

14.2     DOV shall notify Wyeth in writing within fifteen (15) days after
         achieving an event that would require that a Scheduled Payment be paid
         by a third party to DOV, or by DOV to Wyeth, with respect to the
         Product.

14.3     Not later than sixty (60) days following the end of each quarter, DOV
         shall provide Wyeth with a report summarizing the Net Sales of Marketed
         Product in each country in the Territory made by DOV or a third party
         sublicensee of DOV. Such reporting shall begin following the first sale
         of Marketed Product in the Territory.

14.4     Any notices or reports required or permitted to be given under this
         Agreement shall be sent by certified or registered mail, or by an
         equivalent service that provides verification of delivery, return
         receipt requested to the respective party at the address stated below
         or such address as to which the parties are subsequently appropriately
         notified:

         If to Wyeth:  Wyeth
                       500 Arcola Road
                       Collegeville, PA 19426
                       Attn: Senior Vice President, Global Business Development

         If to DOV:    DOV Pharmaceutical, Inc.
                       Continental Plaza
                       433 Hackensack Avenue
                       Hackensack, NJ  07601
                       Attn: President

ARTICLE 15.0 ASSIGNMENT

15.1     This Agreement shall be binding upon and inure to the benefit of the
         parties hereto and the successors to substantially the entire business
         and assets of the respective parties hereto. Notwithstanding the
         foregoing, any party may void this Agreement if the Agreement is
         assigned for the benefit of a creditor. This Agreement shall not be

                                       18
<PAGE>

         assignable by either party, except to an Affiliate, without the prior
         written consent of the other party; any other attempted assignment is
         void.

ARTICLE 16.0 APPLICABLE LAW

16.1     This Agreement shall be governed by and construed according to the laws
         of the State of New York, USA.

ARTICLE 17.0 FORCE MAJEURE

17.1     None of the parties shall be responsible for failure or delay in the
         performance of any of its obligations hereunder due to Force Majeure.
         Force Majeure shall mean any circumstance that, due to an event or a
         legal position beyond the party's reasonable control, renders
         impossible the fulfillment of any of the party's obligations hereunder,
         such as, but not limited to, acts of God, acts, regulations, or laws of
         any government, war, civil commotion, destruction of facilities or
         materials by fires, earthquakes, or storms, labor disturbances,
         shortages of public utilities, common carriers, or raw materials, or
         any other cause, or causes of similar effects, except, however, any
         economic occurrence. During any such case of Force Majeure, this
         Agreement shall not be terminated, but only suspended and the party so
         affected shall continue to perform its obligations as soon as such case
         of Force Majeure is removed or alleviated.

ARTICLE 18.0 MISCELLANEOUS

18.1     This Agreement and the Schedules hereto constitute the full
         understanding and entire agreement between the parties and supersedes
         and replaces any and all prior oral or written understandings and
         agreements with respect to the subject matter hereof including, without
         limitation, the Original License Agreement. Notwithstanding the
         foregoing, this Agreement shall not be deemed to have modified (i) the
         Consent and Agreement entered into by Wyeth, DOV and DOV's sublicensee,
         Neurocrine Bioscience's Inc. ("Neurocrine"), on December 13, 2002, (ii)
         the Consent Agreement and

                                       19
<PAGE>

         Amendment entered into by Wyeth, DOV and Neurocrine on February __,
         2004, or (iii) the Sublicense and Development Agreement entered into by
         DOV and Neurocrine June 30, 1998, each of which shall remain in full
         force and effect in accordance with the terms and conditions thereof as
         amended from time to time. This Agreement shall not be effective until
         duly signed by officers of both Wyeth and DOV. No terms, conditions,
         understandings or Agreements purporting to modify, amend or vary this
         Agreement shall be binding unless made in writing and signed by the
         parties hereto. It is mutually agreed that no party has relied upon any
         representations or statements of any third party except as stated
         herein.

18.2     The invalidity or unenforceability of an Article or any part of an
         Article of this Agreement in any jurisdiction shall not cause the
         invalidity of the whole Agreement as to such jurisdiction, and shall
         not affect the validity or enforceability of such Article or such part
         of an Article in any other jurisdiction. The parties shall replace any
         Article or part of an Article found invalid or unenforceable by
         alternative provisions which shall be as similar as possible in their
         conditions with regard to their spirit and commercial effect. If this
         Agreement in any jurisdiction is found to be invalid or unenforceable,
         the parties shall replace it by an alternative Agreement which shall be
         as similar as possible in its conditions with regard to its spirit and
         commercial effect.

18.3     The failure of either party on any occasion to require the performance
         by the other of any provision hereof shall in no manner affect the
         right of such party to enforce the same on a subsequent occasion. The
         waiver by either party of any breach of any provision hereof shall at
         no time be construed to be a waiver of any succeeding breach of that or
         any other provision or a waiver of the provision itself.

18.4     This Agreement shall not constitute either party as the joint venturer,
         legal representative or agent of the other party for any purpose
         whatsoever. Neither party shall have any right or authority to assume
         or create any obligation or responsibility for or on behalf of the
         other party or to otherwise bind the other party.

                                       20
<PAGE>

18.5     The parties recognize that this is a master Agreement covering a number
         of countries. If for any country in the Territory it becomes necessary
         to execute a separate instrument for such country in order to satisfy
         local regulatory requirements, the parties agree to execute such
         further instrument; that shall to the extent permitted by the laws of
         the country conform to the terms and conditions of this Agreement.

18.6     This Agreement and the Schedules and Exhibits hereto are originally
         prepared and signed in the English language. If any translation into
         any other language is legally required for purposes of governmental
         filings, the parties shall arrange for such translation, and the costs
         thereof shall be borne by the party legally required to make such
         filing. In the event of any question or dispute as to the meaning or
         interpretation of any term, condition or provision of this Agreement,
         or any Schedule or Exhibit hereto, the English language version shall
         in all events govern for all purposes whatsoever.

18.7     Termination of this Agreement for any reason, or expiration of this
         Agreement, will not affect: (i) obligations, including the payment of
         any Scheduled Payments or royalties that have accrued as of the date of
         termination or expiration, and (ii) rights and obligations which, from
         the context thereof, are intended to survive termination or expiration
         of this Agreement.

18.8     This Agreement is executed simultaneously in counterparts, each of
         which shall be deemed an original, but all of which shall constitute
         but one and the same instrument.

WYETH HOLDINGS CORPORATION             DOV PHARMACEUTICAL, INC.

NAME:                                  NAME:
TITLE:                                 TITLE:
DATE:                                  DATE:

                                       21
<PAGE>

                                   SCHEDULE 1

                                    PRODUCTS

                                   CL 285,489

                                       22
<PAGE>

                                    EXHIBIT A

                                  WYETH PATENTS

CL 285,489

United States

U.S. 6,399,621  expires 8/9/2020
U.S. 4,900,836  expires 2/13/2007
U.S. 4,521,422  expires 6/23/2003

                                       23

<PAGE>

                                  EXHIBIT 1.20

                        FORM OF STOCK PURCHASE AGREEMENT


<PAGE>

                                  EXHIBIT 1.20

                            STOCK PURCHASE AGREEMENT

         This STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of ________, 2004 by and among Neurocrine Biosciences, Inc., a Delaware
corporation (the "Company"), and [Wyeth Holdings Corporation (formerly known as
"American Cyanamid Company"), a Maine corporation, or its designee] (the
"Investor"). The Investor and the Company are referred to herein as the
"Parties."

                              W I T N E S S E T H:

         WHEREAS, the Investor and the Company have entered into that certain
Assignment and License Agreement dated February __, 2004 (the "Assignment
Agreement"), which Assignment Agreement provides, inter alia, for the Parties to
enter into this Agreement, pursuant to which the Company will issue to the
Investor shares of its common stock, $.001 par value per share ("Common Stock"),
as partial consideration for the rights and obligations assigned by the Investor
to the Company under Article 2 of the Assignment Agreement and the licenses
granted by the Investor to the Company under Article 3 of the Assignment
Agreement;

         WHEREAS, the Company and Investor wish to set forth certain terms
relating to the issuance of the shares of Common Stock.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties
and covenants herein contained, the Parties agree as follows:

         1.       AGREEMENT TO ISSUE STOCK.

                  Subject to the terms and conditions of this Agreement, as
partial consideration for the rights and obligations assigned by the Investor to
the Company under Article 2 of the Assignment Agreement and the licenses granted
by the Investor to the Company under Article 3 of the Assignment Agreement, the
Company shall issue and deliver to the Investor at the Closing (as defined
below) Eight Hundred Two Thousand Nine Hundred Ninety-Eight (802,998) shares of
its Common Stock; provided that if the sum of the aggregate value of such shares
of Common Stock on the Closing Date (as defined below) plus the aggregate value
of any other Common Stock as of the Closing Date held by the Investor or its
Affiliate as of the Closing Date (including without limitation the 4,186 shares
of Common Stock held by the Investor or its Affiliate as of the Signature Date)
plus the aggregate value of any Common Stock as of the Closing Date purchasable
by the Investor or its Affiliate pursuant to any warrant (including without
limitation the 19,950 shares of Common Stock purchasable by the Investor or its
Affiliate under its existing warrant) is equal to or greater than $50,000,000,
the Company will (i) issue to the Investor a number of shares of Common Stock
(rounded down to the next whole share) that, when added to the number of other
shares of Common Stock held by the Investor or its Affiliate as of the Closing
Date plus the number of shares of Common Stock purchasable by the Investor or
its Affiliate pursuant to any warrant as of the Closing Date, is equal to
$49,999,995 divided by the closing sale price of the Company's Common Stock on
the Nasdaq National Market on the trading day immediately prior to the Closing
Date and (ii) pay to the

<PAGE>

Investor an amount in cash equal to the difference of the aggregate value of
Eight Hundred Two Thousand Nine Hundred Ninety-Eight (802,998) shares of Common
Stock minus the aggregate value of the number of shares of Common Stock issuable
pursuant to this proviso. For purposes of this Section 1, the value of a number
of shares of the Company's Common Stock as of the Closing Date shall be
calculated by multiplying the number of shares by the closing sale price of the
Company's Common Stock on the Nasdaq National Market on the trading day
immediately prior to the Closing Date. The shares of the Company's Common Stock
to be issued pursuant to this Section 1 are referred to herein as the "Shares."

         2.       CLOSING.

                  The issuance and delivery of the Shares (the "Closing") will
take place at the offices of the Investor, 500 Arcola Road, Collegeville,
Pennsylvania 19426, on the date hereof (the "Closing Date").

         3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

                  The Company hereby represents and warrants to the Investor
that the statements in the following paragraphs of this Section 3 are true and
correct:

                  3.1      Organization, Good Standing and Qualification. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. Schedule 3.1 attached hereto sets forth
the name and jurisdiction of organization of each of the Company's subsidiaries
("Subsidiaries"). The Company and each of its Subsidiaries are duly authorized
to conduct business and are in good standing under the laws of each jurisdiction
where such qualification is required, except where the failure to be so
qualified would not have a material adverse effect on the business, properties,
financial condition, operations or results of operations of the Company and its
Subsidiaries, taken as a whole (a "Material Adverse Effect"). Neither the
Company nor any of its Subsidiaries is in default under or in violation of any
provision of its charter or bylaws. The Company has full power and authority to
execute and deliver this Agreement and to perform its obligations hereunder. The
Company and each of the Subsidiaries have full power and authority to carry on
their respective businesses as currently conducted.

                  3.2      Authorization; Enforceability. All corporate action
on the part of the Company necessary for the authorization, execution and
delivery of this Agreement, the performance of the obligations of the Company at
the Closing, and the issuance and delivery of the Shares has been taken, and
this Agreement has been duly executed and delivered by the Company and
constitutes a legally valid and binding obligation of the Company, enforceable
in accordance with its terms, except as may be limited by (i) applicable
bankruptcy, insolvency, reorganization or other laws of general application
relating to or affecting the enforcement of creditors' rights generally, (ii)
the effect of rules of law governing the availability of equitable remedies and
(iii) the unenforceability under certain circumstances under law or court
decisions of provisions providing for the indemnification of or contribution to
a party with respect to a liability where such indemnification or contribution
is contrary to public policy or prohibited by law.

                                       2
<PAGE>

                  3.3      Valid Issuance of Stock. The Shares have been duly
reserved for issuance and, when issued and delivered in accordance with the
terms of this Agreement for the consideration contemplated herein, (i) will be
duly and validly issued, fully paid and nonassessable and will be free of any
taxes, liens or claims (other than those that may be created by the Investor);
(ii) will be free of any restrictions on transfer other than restrictions on
transfer under applicable federal and state securities laws; (iii) will not be
subject to preemptive rights or similar rights of any stockholders of the
Company; and (iv) will be issued in compliance with all applicable federal and
state securities laws. The Shares will have attached thereto rights (the
"Rights") to purchase Series A Participating Preferred Stock. The Rights have
been and will be issued pursuant to an Amended and Restated Preferred Shares
Rights Agreement dated as of January 11, 2002 between the Company and American
Stock Transfer & Trust Company.

                  3.4      Capitalization. The entire authorized capital stock
of the Company consists of 50,000,000 shares of Common Stock, of which
35,334,440 shares were issued and outstanding as of ___________, 2004, and
_________ shares of preferred stock, $.001 par value per share, none of which
are issued and outstanding as of the date hereof. Except as set forth in SEC
Documents (as defined below) and except as granted in the ordinary course of
business pursuant to the Company's 2003 Incentive Stock Plan since the dates of
the SEC Documents, there are no outstanding or authorized warrants, options,
preemptive rights, purchase rights, subscription rights, conversion rights,
exchange rights, or instruments convertible into or exchangeable for, any
unissued shares of capital stock or other equity interest in the Company, or
other contracts or commitments that could require the Company to issue, sell or
otherwise cause to become outstanding any of its capital stock. There are no
outstanding or authorized stock appreciation, phantom stock, profit
participation or similar rights with respect to the Company. Without limiting
the foregoing, no preemptive right, co-sale right, right of first refusal or
other similar right exists with respect to the issuance and sale of the Shares.
Except as set forth in the SEC Documents, there are no stockholders agreements,
voting trusts, proxies or other agreements or understandings with respect to the
voting of the capital stock of the Company.

                  3.5      Noncontravention. Neither the execution nor the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (i) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge or other restriction
of any government, governmental agency or court to which the Company is subject,
(ii) violate any provision of the charter or bylaws of the Company (the
"Governing Documents") or (iii) conflict with, result in a breach of, constitute
a default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
the Company is a party or by which the Company is bound or to which any of the
Company's assets is subject (or result in the imposition of any mortgage,
pledge, lien, encumbrance, charge or other security interest upon any of such
assets), except in the case of clause (i) or (iii) above, where such violation,
conflict or default would not have a Material Adverse Effect. Except for (i) the
filing of a Form D with the Securities and Exchange Commission (the "SEC") and
(ii) filings which may be required under state securities laws, the Company does
not need to give any notice to, make any filing with, or obtain any
authorization, consent or approval of any government or governmental agency in
order for the Company and the Investor to consummate the transactions
contemplated by this Agreement.

                                       3
<PAGE>

                  3.6      Reports Filed under the Securities Exchange Act of
1934; Financial Statements. The Company has timely filed or furnished, as
applicable, all reports required to be filed by the Company under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the related
certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of
2002. All such reports filed by the Company in the preceding twelve (12) months
(the "SEC Documents") contain all statements required to be stated therein in
accordance with the 1934 Act and the rules and regulations promulgated
thereunder applicable to the SEC Documents, and the SEC Documents do not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading. Any statements made in any such SEC Documents that are or were
required to be updated or amended have been so updated or amended. As of their
respective dates (except as they have been correctly amended), the financial
statements of the Company included in the SEC Documents complied as to form in
all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (a) as may be
otherwise indicated in such financial statements or the notes thereto or (b) in
the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present the
financial position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). Except as set forth
in the SEC Documents, the Company has no liabilities, contingent or otherwise,
other than (i) liabilities incurred in the ordinary course of business
subsequent to the date of such SEC Documents, (ii) obligations under contracts
and commitments incurred in the ordinary course of business and not required
under generally accepted accounting principles to be reflected in such SEC
Documents, which liabilities and obligations referred to in clauses (i) and
(ii), individually or in the aggregate, would not have a Material Adverse
Effect, and (iii) contingent liabilities which, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

                  3.7      Absence of Litigation. Except as disclosed in the SEC
Documents, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the Company, threatened against or
affecting the Company, or any of its Subsidiaries, or any of their directors or
officers in their capacities as such which could reasonably be expected to have
a Material Adverse Effect.

                  3.8      Taxes. The Company has filed all tax returns,
reports, forms, schedules and any other documents ("Tax Returns") required to be
filed by or on behalf of the Company, and all such Tax Returns are accurate and
complete in all material respects. The Company has paid all material taxes
(including interest, penalties, additions to tax or other additional amounts
imposed by any taxing authority) shown to be due on such Tax Returns or
otherwise due, except for such taxes that are being contested in good faith and
for which adequate reserves have been provided.

                  3.9      No Violations. The Company is not in violation of its
charter, bylaws or other organizational documents, or in violation of any law,
administrative regulation, ordinance

                                       4
<PAGE>

or order of any court or governmental agency, arbitration panel or authority
applicable to the Company, which violation, individually or in the aggregate,
would be reasonably likely to have a Material Adverse Effect, and is not in
default (and there exists no condition which, with or without the passage of
time or giving of notice or otherwise, would constitute a default) in the
performance of any bond, debenture, note or any other evidence of indebtedness
in any indenture, mortgage, deed of trust or any other agreement or instrument
to which the Company is a party or by which the Company is bound or by which the
property of the Company is bound, which would be reasonably likely to have a
Material Adverse Effect.

                  3.10     Nasdaq Compliance. The Common Stock is registered
pursuant to Section 12(g) of the 1934 Act, and is listed on the Nasdaq National
Market, and the Company has taken no action designed to, or likely to have the
effect of, terminating the registration of the Common Stock under the 1934 Act
or delisting the Common Stock from the Nasdaq National Market.

                  3.11     No Manipulation of Stock. The Company has not taken
any action outside the ordinary course of business designed to or that might
reasonably be expected to cause or result in stabilization or manipulation of
the price of the Common Stock to facilitate the sale or resale of the Shares.

                  3.12     No General Solicitation. Neither the Company, nor any
of its affiliates, nor any person acting on its or their behalf, has engaged in
any form of general solicitation or general advertising (within the meaning of
Regulation D under the Securities Act of 1933, as amended (the "1933 Act")) in
connection with the offer or sale of the Shares.

                  3.13     Form S-3 Eligibility. The Company is currently, and
at the Closing Date will be, eligible to register the resale of the Shares on a
registration statement on Form S-3 under the 1933 Act. There exist no facts or
circumstances (including without limitation any required approvals or waivers of
any circumstances that may delay or prevent the obtaining of accountant's
consents) that would prohibit or delay the preparation and filing of a
registration statement on Form S-3 with respect to the Shares.

                  3.14     Rule 144 Availability. The Company has filed the
reports required to be filed by it under the 1934 Act and the rules and
regulations adopted by the SEC thereunder in order to enable the holders of
unregistered Common Stock to sell such Common Stock without registration under
the 1933 Act within the limitation of the exemptions provided by Rule 144 under
the 1933 Act, as such Rule is currently in effect.

         4.       REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.

                  The Investor represents and warrants to the Company that the
statements in the following paragraphs of this Section 4 are true and correct:

                  4.1      Organization and Qualification. The Investor is a
corporation duly organized, validly existing and in good standing under the laws
of the State of [Maine]. The Investor has all requisite corporate power and
authority to enter into and perform this Agreement and to carry out the
transactions contemplated by this Agreement.

                                       5
<PAGE>

                  4.2      Authorization. All action on the part of the Investor
necessary for the authorization, execution and delivery of this Agreement and
the performance of all obligations of the Investor hereunder has been taken, and
this Agreement has been duly executed and delivered by the Investor and
constitutes a legally valid and binding obligation of the Investor, enforceable
in accordance with its terms, except as may be limited by (i) applicable
bankruptcy, insolvency, reorganization or other laws of general application
relating to or affecting the enforcement of creditors' rights generally, (ii)
the effect of rules of law governing the availability of equitable remedies and
(iii) the unenforceability under certain circumstances under law or court
decisions of provisions providing for the indemnification of or contribution to
a party with respect to a liability where such indemnification or contribution
is contrary to public policy or prohibited by law.

                  4.3      Purchase for Own Account. The Shares to be purchased
by the Investor hereunder will be acquired for investment for the Investor's own
account, not as a nominee or agent, and not with a view to the public
distribution thereof within the meaning of the 1933 Act, and the Investor has no
present intention of selling or otherwise distributing the same, except in
compliance with the requirements of, or pursuant to a valid exemption from, such
Act. The Investor does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to the Shares. The Investor also
represents that it has not been formed for the specific purpose of acquiring the
Shares.

                  4.4      Accredited Investor Status. The Investor is an
"accredited investor" within the meaning of Regulation D promulgated under the
1933 Act. By reason of its business and financial experience, sophistication and
knowledge, the Investor is capable of evaluating the risks and merits of the
investment made pursuant to this Agreement. The Investor confirms that it is
able (i) to bear the economic risk of this investment, (ii) to hold the Shares
for an indefinite period of time, and (iii) to bear a complete loss of the
Investor's investment; and the Investor represents that it has sufficient liquid
assets so that the illiquidity associated with this investment will not cause
any undue financial difficulties or affect the Investor's ability to provide for
its current needs and possible financial contingencies.

                  4.5      Restricted Securities. The Investor understands that
the Shares are characterized as "restricted securities" under the 1933 Act
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under the 1933 Act and applicable
regulations thereunder such securities may be resold without registration under
the 1933 Act only in certain limited circumstances. In this connection, the
Investor represents that it is familiar with SEC Rule 144, as presently in
effect, and understands the resale limitations imposed thereby and by the 1933
Act. The Investor understands that the Company is under no obligation to
register any of the securities sold hereunder, except as provided in Section 7
below.

                  4.6      Due Diligence and No Solicitation. The Investor has
had a reasonable opportunity to conduct due diligence and to ask questions of
and receive answers from the Company and its officers. At no time was the
Investor presented with or solicited by any leaflet, public promotional meeting,
circular, newspaper or magazine article, radio or television advertisement or
any other form of general advertising. Neither such inquiries nor any other due

                                       6
<PAGE>

diligence investigation conducted by Investor or its counsel or any of its
representatives shall modify or affect Investor's right to rely on the Company's
representations and warranties in this Agreement.

                  4.7      Further Limitations on Disposition. The Investor
further agrees not to make any disposition of all or any portion of the Shares
unless and until:

                           (a)      there is then in effect a registration
statement under the 1933 Act covering such proposed disposition and such
disposition is made in accordance with such registration statement; or

                           (b)      (i) the Investor shall have notified the
Company of the proposed disposition and shall have furnished the Company with a
statement of the circumstances surrounding the proposed disposition, which in
the case of a sale to be made pursuant to Rule 144 shall be limited to customary
representations regarding compliance with the requirements of Rule 144 regarding
volume, manner of sale and other matters, and (ii) the Investor shall have
furnished the Company at the Investor's expense an opinion of in house or
outside counsel (as determined by the Investor), reasonably satisfactory to the
Company that such disposition will not require registration of such securities
under the 1933 Act; provided that the Company shall not require an opinion of
counsel for routine sales of shares pursuant to Rule 144 or any sale of shares
pursuant to Rule 144(k).

                  Notwithstanding the foregoing provisions of this Section 4.7
or any other provision of this Article 4 or this Agreement, the Parties
acknowledge and agree that the Investor may contribute or otherwise transfer the
Shares without consideration to a corporation that is the direct or indirect
parent of the Investor or to any subsidiary of the Investor or such corporate
parent.

                  4.8      Legends. It is understood that the certificates
evidencing the Shares will bear the legends set forth below:

                           (a)      THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

                           (b)      Any legend required by the laws of the State
of California, including any legend required by the California Department of
Corporations.

The legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of Shares upon which it is
stamped, if (a) the Shares represented by such certificate have been sold
pursuant to an effective registration statement under the 1933 Act or (b) in
connection with the resale of such Shares, such holder provides the Company with
an opinion of in house or outside counsel (as determined by the Investor), in
form, substance and

                                       7
<PAGE>

scope customary for opinions of counsel in comparable transactions, to the
effect that a public sale or transfer of such Security may be made without
registration under the 1933 Act or (c) such holder provides the Company with
reasonable assurances that such Shares have been sold under Rule 144 or can be
sold under Rule 144(k).

         5.       COVENANTS.

                  The Company and the Investor agree as follows:

                  5.1      Form D. The Company agrees to file a notice of sale
on Form D with respect to the Shares as required under Regulation D promulgated
under the 1933 Act and to provide a copy thereof to Investor promptly after such
filing.

                  5.2      No Integrated Offerings. The Company shall not make
any offers or sales of any security (other than the Shares) under circumstances
that would require registration of the Shares being offered or sold hereunder
under the 1933 Act or cause this offering of Shares to be integrated with any
other offering of securities by the Company.

                  5.3      Transfer Taxes. On the Closing Date, all stock
transfer or other taxes (other than income taxes) which are required to be paid
in connection with the sale and transfer of the Shares to be sold to the
Investor hereunder will be, or will have been, fully paid or provided for by the
Company and all laws imposing such taxes will be or will have been fully
complied with.

         6.       DELIVERIES BY THE COMPANY AT CLOSING.

                  At the Closing, the Company shall deliver, or cause to be
delivered, to the Investor the following:

                  6.1      Stock Certificate. A certificate representing the
Shares.

                  6.2      Opinion of Company Counsel The Investor shall have
received a customary opinion of Latham & Watkins LLP, outside counsel to the
Company, with respect to the matters set forth on Exhibit A and a customary
legal opinion of Margaret E. Valeur-Jensen, Esq., the Company's General Counsel,
addressed to the Investor with respect to the matters set forth on Exhibit B.

         7.       REGISTRATION STATEMENT FOR RESALE OF THE SHARES.

                  7.1      Demand Registration Rights. As promptly as
practicable but in no event later than thirty (30) days after the receipt of a
written request from the Investor that the Company effect any registration under
the 1933 Act on SEC Form S-3 (or any successor form to Form S-3 regardless of
its designation) at a time when the Company is eligible to register securities
on Form S-3 (or any successor form to Form S-3 regardless of its designation),
the Company will prepare and file with the SEC a registration statement on Form
S-3 (or any successor form to Form S-3 regardless of its designation)
registering all of the Shares sold to the Investor pursuant to this Agreement
for resale to the public by the Investor pursuant to such

                                       8
<PAGE>

registration statement (the "Shelf Registration Statement") and the prospectus
included therein, free and clear of any restrictions under the 1933 Act except
for prospectus delivery requirements. For purposes of this Section 7, the term
"Shares" shall be deemed to include shares of Common Stock issued as a dividend
or other distribution with respect to or in replacement of the Shares. The
Company shall use its reasonable best efforts to cause the Shelf Registration
Statement to become effective as promptly as practicable thereafter and, subject
to Sections 7.3(c), to remain effective until the earlier of (i) ninety (90)
days from the effective date and (ii) such time as the Investor has sold all of
the Shares (the "Registration Period"). Notwithstanding the foregoing, (1) the
Company shall have no obligation to prepare and file, or maintain the
effectiveness of, a Shelf Registration Statement at any time that the Investor
may sell all or any portion of the Shares pursuant to SEC Rule 144(k); (2) the
Company shall have the right to defer the filing of a Shelf Registration
Statement for a period of not more than sixty (60) days from delivery of the
request of the Investor if within seven (7) days from delivery of such request
the Company notifies the Investor of the Company's intention to make a public
offering within sixty (60) days or the Company notifies the Investor that, in
the good faith determination of the Board of Directors of the Company, it would
be seriously detrimental to the Company for any registration to be effected as
requested under this Section 7.1; provided, however, that the Company may not
utilize this right more than once; and (3) the Company shall have no obligation
to enter into an underwriting agreement relating to, or otherwise facilitate, an
underwritten sale of the Shares pursuant to the Shelf Registration Statement.

                  7.2      Piggyback Registration Rights.

                           (a)      Right to Piggyback. If, at any time during
the period commencing upon the Closing Date and ending upon the one-year
anniversary of the Closing Date, the Company proposes to register any shares of
Common Stock with the SEC under the 1933 Act in connection with the underwritten
public offering of such shares, and the registration form to be used may be used
for the registration of the Shares (a "Piggyback Registration"), the Company (1)
will give written notice (the "Piggyback Notice") to the Investor no later than
ten (10) days prior to the anticipated filing date of its intention to effect
such a registration, which Piggyback Notice will specify the kind and number of
securities proposed to be registered, the distribution arrangements and such
other information that at the time would be appropriate to include in such
notice, and (2) will, subject to Section 7.2(b), include in such Piggyback
Registration all Shares with respect to which the Company has received written
requests for inclusion therein within five (5) days after the date of the
Piggyback Notice. Subject to Section 7.2(b), such Shares shall be included in
the underwriting on the same terms and conditions as the securities otherwise
being sold through the underwriters. The Investor's right to registration of any
Shares pursuant to this Section 7.2 shall be conditioned on the inclusion of
such Shares in such underwriting, and the Investor shall have no right to
participate in the selection of the underwriters for such offering.

                           (b)      Priority on Piggyback Registrations. If the
managing underwriter or underwriters in any Piggyback Registration advise the
Company that in its or their reasonable good faith opinion the number or kind of
securities proposed to be sold in such registration (including Shares to be
included pursuant to Section 7.2(a)) is inconsistent with that which can be sold
in such registration without having a material adverse effect on the success of
the offering, the Company will include in such registration the number of
securities, if any, which, in

                                       9
<PAGE>

the opinion of such underwriter or underwriters can be sold, in the following
order of priority: (1) first, the shares the Company proposes to sell for its
own account, (2) second, the Shares requested to be included in such
registration by the Investor and other holders of similar piggyback registration
rights, and (3) third, any securities held by any other persons to be included
in such Piggyback Registration.

                  7.3      Company Obligations. In connection with the
registration of the Shares pursuant to this Section 7, the Company shall do the
following:

                           (a)      Prepare and deliver to the Investor as many
copies of the Prospectus (as hereafter defined) as the Investor may reasonably
request;

                           (b)      With respect to the Shelf Registration
Statement contemplated by Section 7.1, use its reasonable best efforts to comply
with all requirements imposed upon it by the 1933 Act, by the 1934 Act and by
the undertakings in the Shelf Registration Statement, so far as is necessary to
permit the continuance of resales of the Shares by the Investor to the public,
free and clear of any restrictions under the 1933 Act except for prospectus
delivery requirements;

                           (c)      If an event shall occur which makes it
necessary to amend or supplement any registration statement filed pursuant to
this Section 7 (any such registration statement, including the Shelf
Registration Statement, the "Registration Statement") or the Prospectus to
comply with law or with the rules and regulations of the SEC, the Company shall
promptly notify the Investor of the proposed amendment or supplement and
promptly prepare and furnish to the Investor such number of copies of an amended
or supplemented Registration Statement and/or Prospectus that complies with law
and with such rules and regulations as the Investor may reasonably request. The
Investor shall suspend its sales of the Shares pending the preparation and
delivery of such amendment or supplement and until such time as each such
amendment or amendments to the Registration Statement have been declared
effective by the SEC. The Company authorizes the Investor, and any brokers or
dealers effecting sales of the Shares for the account of the Investor, to use
the Prospectus, as from time to time amended or supplemented, in connection with
the sale of the Shares in accordance with applicable provisions of the 1933 Act
and state securities laws. For purposes of this Agreement, the term "Prospectus"
means the final prospectus relating to the Shares most recently included in the
Registration Statement or filed by the Company pursuant to Rule 424 of the 1933
Act and any amendments or supplements thereto filed by the Company pursuant to
Rule 424 of the 1933 Act and shall include all documents or information
incorporated in any such prospectus by reference;

                           (d)      Promptly advise the Investor (i) when any
post-effective amendment of the Registration Statement is filed with the SEC and
when any post-effective amendment becomes effective; (ii) of any request made by
the SEC for any amendment of or supplement to the Registration Statement or the
Prospectus or for additional information relating thereto; (iii) of any
suspension or threatened suspension of the use of any Prospectus in any state;
and (iv) of any proceedings commenced or threatened to be commenced by the SEC
or any state securities commission that would result in the issuance of any stop
order or other order or suspension of use. The Company agrees to use its
reasonable best efforts to prevent or promptly remove any stop order or other
order preventing or suspending the use of the Prospectus during any period
during which the Company has an obligation to maintain the effectiveness of a

                                       10
<PAGE>

Registration Statement filed pursuant to this Section 7 (the "Resale Period")
and to comply with any such request by the SEC to amend or supplement the
Prospectus;

                           (e)      Take such action as shall be necessary to
qualify and maintain the qualification of the Shares covered by such
registration under such state securities or "blue sky" laws for offers and sales
to the public during the Resale Period as the Investor shall reasonably request;
provided, however, that the Company shall not be obligated to qualify as a
foreign corporation to do business under the laws of or become subject to
taxation in, any jurisdiction in which it shall not be then qualified, or to
file any general consent to service of process;

                           (f)      Provide a transfer agent and registrar,
which may be a single entity, for the Shares not later than the effective date
of the Registration Statement;

                           (g)      Prepare and file with the SEC, at the
request of the Investor, such amendments (including post-effective amendments)
and supplements to a Shelf Registration Statement and the prospectus used in
connection therewith as may be reasonably necessary or appropriate to change the
plan of distribution set forth in the Shelf Registration Statement; and

                           (h)      Cause the Common Stock to be registered
pursuant to Section 12(b) or 12(g) of the 1934 Act and continually quoted or
listed, subject to notice of issuance, on the Nasdaq National Market or a
national securities exchange, if such exchange is the principal market on which
the Common Stock is traded, and not subject to any restriction or suspension
from trading on the Nasdaq National Market or such national securities exchange;
provided, however, that the Company may deregister the Common Stock registered
pursuant to Section 12(b) or 12(g) of the 1934 Act if such deregistration is in
connection with a merger, dissolution or other transaction in which the
stockholders of the Company receive prior to such deregistration either cash or
securities that are listed on the Nasdaq National Market or a national
securities exchange or some combination of cash and such securities; provided,
further, that the Company may delist the Common Stock from trading on the Nasdaq
National Market or national securities exchange if the Company is concurrently
listing such stock on the New York Stock Exchange or the American Stock
Exchange.

                           (i)      With a view to making available to the
Investor the benefits of certain rules and regulations of the SEC that at any
time permit the sale of the Shares to the public without registration, the
Company agrees to:

                                    (A)      make and keep public information
available, as those terms are understood and defined in Rule 144 under the 1933
Act;

                                    (B)      file with the SEC in a timely
manner all reports and other documents required of the Company under the 1934
Act; and

                                    (C)      so long as the Investor owns any
unregistered Shares, furnish to the Investor upon any reasonable request a
written statement by the Company as to its compliance with the public
information requirements of Rule 144 under the 1933 Act, and of the 1934 Act, a
copy of the most recent annual or quarterly report of the Company, and the other
SEC reports and documents of the Company as the Investor may reasonably request
in availing

                                       11
<PAGE>

itself of any rule or regulation of the SEC allowing an Investor to sell any
Shares without registration (excluding any reports or documents of the Company
that the Company, in its sole discretion, deems confidential).

                  7.4      Restrictions on Registrations. If at any time or from
time to time after the effective date of the Registration Statement, the Company
notifies the Investor in writing of the existence of a Material Event (as
defined below), the Investor shall not offer or sell any Shares or engage in any
other transaction involving or relating to Shares from the time of the giving of
notice with respect to a Material Event until the Investor receives written
notice from the Company that such Material Event either has been disclosed to
the public or no longer constitutes a Material Event. "Material Event" means any
of the following: (i) the possession by the Company of material information not
ripe for disclosure in the Registration Statement, as determined in good faith
by the Board of Directors of the Company that disclosure of such information in
the Registration Statement at such time would be seriously detrimental to the
business and affairs of the Company; or (ii) any material engagement or activity
by the Company which would, in the good faith determination of the Board of
Directors of the Company, be seriously adversely affected by disclosure in the
Registration Statement at such time, which determination shall be accompanied by
a good faith determination by the Board of Directors of the Company that the
Registration Statement would be materially misleading absent the inclusion of
such information. In no event shall the suspension of the Registration Statement
(or the permissible delay in filing the Registration Statement) exceed sixty
(60) days as a result of a Material Event.

                  7.5      Certain Obligations of Investor. In connection with
the registration of the Shares pursuant to this Section 7:

                           (a)      The Investor shall cooperate as reasonably
requested by the Company with the Company in connection with the preparation of
the Registration Statement, and for so long as the Company is obligated to file
and keep effective the Registration Statement, shall provide to the Company, in
writing, for use in the Registration Statement, all such information regarding
such Investor and its plan of distribution of the Shares as may be required to
enable the Company to prepare the Registration Statement and the Prospectus, to
maintain the currency and effectiveness thereof and otherwise to comply with all
applicable requirements of law in connection therewith.

                           (b)      The Investor agrees to promptly furnish
additional information required to be disclosed in order to make the information
previously furnished to the Company by the Investor not materially misleading.
The Investor agrees to furnish all such information and to cooperate with and
provide assistance to the Company, as the Company may reasonably request, in
connection with any registration and sale of the Shares.

                           (c)      The Investor hereby covenants with the
Company not to make any sale of the Shares without effectively causing the
prospectus delivery requirements under the 1933 Act to be satisfied unless the
sale is made pursuant to an exemption from registration.

                           (d)      The Investor acknowledges and agrees that
the Shares sold pursuant to the Registration Statement are not transferable on
the books of the Company unless

                                       12
<PAGE>

the stock certificate submitted to the transfer agent evidencing the Shares is
accompanied by a certificate reasonably satisfactory to the Company to the
effect that (i) the Shares have been sold in accordance with this Agreement and
the Registration Statement and (ii) the requirement of delivering a current
prospectus has been satisfied.

                           (e)      The Investor is hereby advised that the
anti-manipulation provisions of Regulation M under the 1934 Act may apply to
sales of the Shares offered pursuant to the Registration Statement and agrees
not to take any action with respect to any distribution deemed to be made
pursuant to the Registration Statement that constitutes a violation of
Regulation M under the 1934 Act or any other applicable rule, regulation or law.

                           (f)      At the end of the Registration Period, the
Investor shall discontinue sales of Shares pursuant to the Shelf Registration
Statement upon receipt of notice from the Company of its intention to remove
from registration the Shares covered thereby which remain unsold, and the
Investor shall promptly notify the Company of the number of Shares registered
that remain unsold immediately upon receipt of the notice from the Company.

                  7.6      Indemnification of the Investor. The Company shall
indemnify, defend and hold harmless the Investor, its officers and its directors
and any controlling persons of the Investor against and in respect of any
losses, claims, damages or liabilities, joint or several (including legal or
other fees and expenses reasonably incurred by any of them in connection with
investigating or defending any such loss, claim, damage or liability) to which
the Investor or any such persons may become subject under the 1933 Act or
otherwise insofar as such losses, claims, damages or liabilities (or actions
with respect thereto) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement or Prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except to the extent
that any such untrue statement or omission is based upon written information
supplied by the Investor or by any of its representatives for use specifically
in such Registration Statement; provided, however, this indemnity agreement
shall not inure to the benefit of the Investor to the extent any loss, claim,
damage, liability or action arising from the sale of the Shares to any person
results from the Investor failing to send or give a copy of the Prospectus (as
amended or supplemented) to such person.

                  7.7      Indemnification of the Company. The Investor shall
indemnify, defend and hold harmless the Company, its officers and its directors
and any controlling persons of the Company against and in respect of any losses,
claims, damages or liabilities, joint or several (including legal or other fees
and expenses reasonably incurred by any of them in connection with investigating
or defending any such loss, claim, damage or liability) to which the Company or
any such persons may become subject under the 1933 Act or otherwise insofar as
such losses, claims, damages or liabilities (or actions with respect thereto)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only in each case to the extent that any such untrue statement
or omission is based upon written information supplied by the Investor or its
representatives for use specifically

                                       13
<PAGE>

in such Registration Statement; provided that in no event shall any
indemnification obligation on the part of the Investor under this Section 7.7
exceed the net proceeds from the offering received by the Investor.

                  7.8      Contribution. If for any reason the indemnification
provided for in the preceding Sections 7.6 or 7.7 is unavailable to an
indemnified party as contemplated by such clauses, then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a
result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect not only the relative benefits received by the
indemnified party and the indemnifying party, but also the relative fault of the
indemnified party and the indemnifying party, as well as any other relevant
equitable considerations; provided that in no event shall any contribution
obligation on the part of the Investor under this Section 7.8 exceed the net
proceeds from the offering received by the Investor.

                  7.9      Procedure for Indemnification. The procedure for
indemnification under this Section 7 shall be as follows:

                           (a)      Notice. The indemnified party shall promptly
give notice to the indemnifying party of any pending or threatened claim giving
rise to indemnification under Sections 7.6 or 7.7 (a "Claim"), specifying the
factual basis for the Claim and the approximate amount thereof.

                           (b)      Control of Claim and Settlement. With
respect to any Claim as to which a person is entitled to indemnification
hereunder, the indemnifying party shall have the right at its own expense to
participate in or assume control of the defense of the Claim, and the
indemnified party shall reasonably cooperate with the indemnifying party,
subject to reimbursement for actual out-of-pocket expenses incurred by the
indemnified party as the result of a request by the indemnifying party;
provided, however, that such indemnifying party shall not be entitled to assume
such defense and an indemnified party shall have the right to retain its own
counsel with the reasonable fees and expenses to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the indemnified party and the
indemnifying party would be inappropriate due to actual or potential conflicts
of interest between such indemnified party and any other party represented by
such counsel in such proceeding or the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and any such indemnified party reasonably determines that
there may be legal defenses available to such indemnified party which are in
conflict with those available to such indemnifying party. If the indemnifying
party elects to assume control of the defense of any Claim, the indemnified
party shall have the right to participate in the defense of the Claim at its own
expense. If the indemnifying party does not elect to assume control or otherwise
participate in the defense of any Claim, it shall be bound by the results
obtained by the indemnified party with respect to the Claim. No indemnifying
party shall be liable for any settlement effected without its written consent,
not to be unreasonably withheld or delayed.

                           (c)      Survival. Notwithstanding any other
provision of this Agreement, the indemnification and contribution obligations of
the parties hereunder shall survive indefinitely.

                                       14
<PAGE>

                  7.10     Expenses. The Company shall pay all expenses incident
to the registration of the Shares under this Section 7, including without
limitation, all registration and filing fees, all fees and expenses of complying
with securities or blue sky laws, all word processing, duplicating and printing
expenses, and the fees and disbursements of counsel for the Company and its
independent public accountants. With respect to sales of the Shares, the
Investor shall pay all underwriting discounts and commissions and fees of
underwriters, selling brokers, dealer managers or similar securities industry
professionals relating to any resale of the Shares by the Investor, and transfer
taxes, if any.

                  7.11     Compliance. The Investor will observe and comply with
the 1933 Act, the 1934 Act and the general rules and regulations thereunder, as
now in effect and as from time to time amended and including those hereafter
enacted or promulgated, in connection with any offer, sale, pledge, transfer or
other disposition of the Shares or any part thereof.

8.       MISCELLANEOUS.

                  8.1      Survival of Warranties. The representations and
warranties of the Company and the Investor contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement, the
Closing and the delivery to the Investor of the Shares and shall in no way be
affected by any investigation of the subject matter thereof made by or on behalf
of the Investor or the Company, as the case may be; provided, however, that (a)
the representations and warranties in Sections 3.1, 3.2, 3.3, 4.1 and 4.2 shall
survive without limitation to time, (b) the representations and warranties set
forth in Section 3.8 shall survive until fifteen (15) months after the Closing
Date and (c) all other representations and warranties in Articles 3 and 4 shall
survive until one (1) year after the Closing Date. The covenants of the Company
and the Investor contained in or made pursuant to this Agreement shall survive
the execution and delivery of this Agreement, the Closing and the delivery to
the Investor of the Shares and shall survive indefinitely.

                  8.2      Successors and Assigns. This Agreement shall bind and
inure to the benefit of the Company and the Investor and their respective
successors and permitted assigns; provided that the Company may not assign its
rights or obligations under this Agreement to any person without the prior
written consent of the Investor; provided, further, that the Investor may not
assign its rights or obligations under this Agreement to any person (other than
an affiliate) without the prior written consent of the Company. For the
avoidance of doubt, the Parties agree that the Investor may contribute or
otherwise transfer the Shares to any affiliate.

                  8.3      Applicable Law. This Agreement is governed by, and
shall be construed in accordance with, the laws of the State of California,
United States of America.

                  8.4      Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  8.5      Headings. The headings and captions used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. All references in this Agreement to
sections, paragraphs, exhibits and schedules shall, unless

                                       15
<PAGE>

otherwise provided, refer to sections and paragraphs hereof and exhibits and
schedules attached hereto, all of which exhibits and schedules are incorporated
herein by this reference.

                  8.6      Notices. All notices, requests, demands, claims and
other communications hereunder will be in writing. Any notice, request, demand,
claim or other communication hereunder shall be deemed duly given if (within two
business days) it is sent by registered or certified mail, return receipt
requested, postage prepaid and addressed to the intended recipient as set forth
below:

         To the Company:           Neurocrine Biosciences, Inc.
                                   10555 Science Center Drive
                                   San Diego, CA  92121
                                   Attention: Margaret Valeur-Jensen, Esq.
                                   Telephone: (858) 658-7600
                                   Facsimile: (858) 658-7605

         with a copy to:           Latham & Watkins LLP
                                   12636 High Bluff Drive, Suite 300
                                   San Diego, CA 92130
                                   Attn: Scott N. Wolfe, Esq.
                                   Telephone: (858) 523-5400
                                   Facsimile: (858) 523-5450

         To the Investor:          [Wyeth Holdings Corporation]
                                   500 Arcola Road
                                   Collegeville, PA 19426
                                   Attention: Senior Vice President, Worldwide
                                              Licensing
                                   Facsimile: (484) 865-9301

         with a copy to:           Wyeth
                                   5 Giralda Farms
                                   Madison, NJ 07940
                                   Attention: General Counsel
                                   Facsimile: (973) 660-7156

Any Party may send any notice, request, demand, claim or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service
or ordinary mail), but no such notice, request, demand, claim or other
communication shall be deemed to have been duly given unless and until it
actually is received by the intended recipient. Any Party may change the address
to which notices, requests, demands, claims and other communications hereunder
are to be delivered by giving the other Parties notice in the manner herein set
forth.

                  8.7      No Finder's Fees. Each of the Company and the
Investor represents that it neither is nor will be obligated for any finder's or
broker's fee or commission in connection with this transaction. The Company
agrees to indemnify and hold harmless the Investor from any

                                       16
<PAGE>

liability for any commission or compensation in the nature of a finder's or
broker's fee (and any asserted liability) for which the Company or any of its
officers, employees or representatives is responsible.

                  8.8      Amendments and Waivers. Any term of this Agreement
may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only with the written consent of the Company and the Investor.

                  8.9      Severability. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, such provision(s)
shall be excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision(s) were so excluded and shall be enforceable in
accordance with its terms.

                  8.10     Entire Agreement. This Agreement, together with all
exhibits and schedules hereto, constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersedes any and all prior negotiations, correspondence, agreements,
understandings, duties or obligations between the parties with respect to the
subject matter hereof.

                  8.11     Public Announcements. The Investor and the Company
shall use reasonable efforts to consult with each other before issuing any press
release with respect to this Agreement or the transactions contemplated hereby
and neither shall issue any such press release or make any such public statement
without the prior consent of the other, which consent shall not be unreasonably
withheld or delayed; provided, however, that a Party may, without the prior
consent of the other Party, issue such press release or make such public
statement as may upon the advice of counsel be required by law if it has used
reasonable efforts to consult with the other Party prior thereto. The Investor
hereby consents to the filing of this Agreement by the Company with the SEC.

                  8.12     Further Assurances. From and after the date of this
Agreement, upon the request of the Investor or the Company, the Company and the
Investor shall execute and deliver such instruments, documents or other writings
as may be reasonably necessary or desirable to confirm and carry out and to
effectuate fully the intent and purposes of this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       17
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

THE COMPANY:

NEUROCRINE BIOSCIENCES, INC.

By:
Name:
Title:

THE INVESTOR:

[WYETH HOLDINGS CORPORATION]

By:
Name:
Title:

<PAGE>

                                    EXHIBIT A

                       FORM OF OPINION OF LATHAM & WATKINS

         1.       The Company is a corporation under the General Corporation Law
of the State of Delaware, with corporate power and authority to own its
properties and to conduct its business as described in the SEC Documents. Based
on certificates from public officials, we confirm that the Company is validly
existing and in good standing under the laws of the State of Delaware and is
qualified to do business in the State of California.

         2.       The authorized capital stock of the Company consists of (a)
50,000,000 shares of Common Stock, and (b) 5,000,000 shares of preferred stock,
par value $0.001 per share. The Shares have been duly authorized by all
necessary corporate action of the Company and, when issued to you in accordance
with the terms of the Purchase Agreement, will be validly issued, fully paid and
nonassessable and free of preemptive rights arising from the Governing
Documents.

         3.       The execution, delivery and performance of the Purchase
Agreement have been duly authorized by all necessary corporate action of the
Company, and the Purchase Agreement has been duly executed and delivered by the
Company. The Purchase Agreement constitutes a legally valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms.

         4.       The execution and delivery of the Purchase Agreement and the
issuance and sale of the Shares by the Company to you pursuant to the Purchase
Agreement on the date hereof do not:

                  (a)      violate the Company's Governing Documents;

                  (b)      violate any federal or California statute, rule or
                           regulation applicable to the Company; or

                  (c)      require any consents, approvals or authorizations to
                           be obtained by the Company, or any registrations,
                           declarations or filings to be made by the Company, in
                           each case, under any federal or California statute,
                           rule or regulation applicable to the Company, except
                           such that have been obtained under the Securities Act
                           and such that may be required under state securities
                           laws.

         5.       Assuming the accuracy of the representations in Section 4 of
the Purchase Agreement, no registration of the Shares under the Securities Act
of 1933, as amended (the "Securities Act"), is required in connection with the
issuance of the Shares to the Investor in the manner contemplated by the
Purchase Agreement.

         The opinions expressed in paragraph 3 shall be further subject to the
following limitations, qualifications and exceptions:

                                        1
<PAGE>

                  (a)      the effect of bankruptcy, insolvency, reorganization,
         fraudulent transfer, moratorium or other similar laws relating to or
         affecting the rights or remedies of creditors;

                  (b)      the effects of general principles of equity, whether
         considered in a proceeding in equity or at law (including the possible
         unavailability of specific performance or injunctive relief), concepts
         of materiality, reasonableness, good faith and fair dealing, and the
         discretion of the court before which a proceeding is brought;

                  (c)      the unenforceability under certain circumstances
         under law or court decisions of provisions for the indemnification of
         or contribution to a party with respect to a liability where such
         indemnification or contribution is contrary to public policy;

                  (d)      certain rights, remedies and waivers contained in the
         Purchase Agreement may be limited or rendered ineffective by applicable
         California laws or judicial decisions governing such provisions, but
         such laws or judicial decisions do not render the Purchase Agreement
         invalid or unenforceable as a whole; and

                  (e)      such counsel calls to your attention the provisions
         of Sections 1717 and 1717.5 of the California Civil Code, which limit
         and create obligations for the payment of attorney's fees.

         Our opinions set forth in paragraph 4 are based upon our consideration
of only those statutes, rules and regulations which, in our experience, are
normally applicable to private placements of common equity securities. We
express no opinion in paragraph 4 as to the application of laws which by custom
are understood to be excluded from such opinions and identified in Section 19 of
the Legal Opinion Accord of the Section of Business Law of the American Bar
Association (1991). Without limiting the foregoing, we express no opinion in
paragraph 4 as to the application of Section 548 of the federal Bankruptcy Code
and comparable provisions of state law, federal securities laws (certain aspects
of which are addressed elsewhere herein), state securities laws, antifraud laws,
antitrust or trade regulation laws, the Hatch/Waxman Patent Term Extension Act
and the other patent laws of the United States or the rules and regulations of
the U.S. Patent and Trademark Office, the Federal Food, Drug and Cosmetic Act,
the Public Health Service Act, the Food and Drug Administration Modernization
Act, the Orphan Drug Act or the rules and regulations of the Federal Food and
Drug Administration, or any other federal or California laws pertaining to the
regulation of the development, testing, manufacture or sale of drugs.

                                       2
<PAGE>

                                    EXHIBIT B

                         FORM OF GENERAL COUNSEL OPINION

         1.       To my knowledge, the issuance and sale of the Shares by the
Company pursuant to the Stock Purchase Agreement will not result in the breach
of or a default under (i) any order, writ or decree of any court or governmental
agency having jurisdiction over the Company or the Subsidiaries or over any of
their respective properties or operations or (ii) any of the agreements listed
on Annex I hereto.

         2.       To my knowledge, there are no legal or governmental
proceedings pending or threatened against the Company of a character required to
be disclosed in an Annual Report on Form 10-K or Quarterly Report on Form 10-Q
by the Securities Exchange Act of 1934, as amended, other than those described
in the SEC Documents, except for such proceedings as, if the subject of an
unfavorable decision, would not individually or in the aggregate result in a
material adverse change in the earnings, business, management, properties,
assets, operations, condition (financial or otherwise) or prospects of the
Company and its subsidiaries, taken as a whole, or prevent the consummation of
the transactions contemplated by the Purchase Agreement.

                                       3
<PAGE>

                                  EXHIBIT 1.23

                                  WYETH PATENTS

CL 285,489
United States

U.S. 6,399,621   expires 8/9/2020

U.S. 4,900,836   expires 2/13/2007

U.S. 4,521,422   expires 6/23/2003

<PAGE>
                                   EXHIBIT 2.2

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

      THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), dated as of
__________ ___, 2004, is entered into by and between Wyeth Holdings Corporation
(formerly known as "American Cyanamid Company"), a Maine corporation, having a
place of business at 5 Giralda Farms, Madison, New Jersey 07940 (hereinafter
"Assignor"), Neurocrine Biosciences, Inc., a Delaware corporation, having a
place of business at 10555 Science Center Drive, San Diego, California 92121
(hereinafter, "Assignee"), and DOV Pharmaceutical, Inc., a New Jersey
corporation, having a place of business at 433 Hackensack Avenue, Hackensack,
New Jersey 07601 (hereinafter, "DOV"), and is executed and delivered pursuant to
that certain Assignment and License Agreement, dated as of February 26, 2004, by
and among Assignor and Assignee (the "Agreement") and that certain Consent
Agreement and Amendment, dated as of February 24, 2004, by and among Assignor,
Assignee and DOV (the "2004 Consent Agreement").

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

      1. Assignment. Assignor hereby absolutely and irrevocably grants,
bargains, assigns, transfers, sets over, conveys and delivers to Assignee, and
Assignee hereby accepts from Assignor, Assignor's right, title and interest in
and to (i) that certain License Agreement, dated as of __________________ ___,
2004, between DOV and Assignor (the "Compound License Agreement"), which
Compound License Agreement relates solely to the compound designated as CL
285,489 (also known as Indiplon) (the "Compound"), and (ii) that certain Consent
and Agreement dated December 13, 2002 by and among Assignor, Assignee and DOV
(the "2002 Consent Agreement") solely to the extent such right, title and
interest in and to the Consent Agreement relate to the Compound.

      2. Assumption. Subject to the terms and conditions of the Agreement and
the 2004 Consent Agreement, Assignee hereby assumes all liabilities and
obligations of Assignor under (i) the Compound License Agreement and (ii) the
2002 Consent Agreement solely to the extent such liabilities and obligations
under the Consent Agreement relate to the Compound.

      3. Further Assurances. Assignor agrees to furnish to Assignee all such
resolutions, certificates, other documents and access to information and to take
such other action as Assignee may from time to time reasonably request to
evidence, confirm and fully implement the assignment of contract rights and
assumption of liabilities made hereby.

      4. Successors and Assigns. This Assignment shall be binding upon and shall
inure to the benefit of the parties hereto and their successors and assigns.

<PAGE>

      5. Counterparts. This Assignment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which taken together shall constitute but one and the same
instrument.

      6. Amendments. No amendment, waiver, modification, termination or
cancellation of this Assignment shall be effective unless made in writing and
signed by the party against whom enforcement is sought.

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

      8. Terms of the Agreement. The terms of the Agreement are incorporated
herein by this reference. In the event of any conflict or inconsistency between
the terms of the Agreement and the terms hereof, the terms of the Agreement
shall govern.

      9. Governing Law, Entire Agreement, etc. This Assignment shall for all
purposes be governed by the laws of the State of New York without regard to
choice of law or conflicts of law provisions. This Assignment constitutes the
entire understanding among the parties hereto with respect to the subject matter
hereof and supersedes any prior agreements, written or oral, with respect
thereto.

      10. Definitions. Unless otherwise defined herein, capitalized terms shall
have the meanings given to such terms in the Agreement.

                            [SIGNATURE PAGE FOLLOWS]

                                       2
<PAGE>

      IN WITNESS WHEREOF, the parties have caused this Assignment to be executed
and delivered as of the date first above written.

                                                    ASSIGNOR:

                                                    WYETH HOLDINGS CORPORATION

                                                    By: _______________________
                                                        Name:
                                                        Title:

                                                    ASSIGNEE:

                                                    NEUROCRINE BIOSCIENCES, INC.

                                                    By: _______________________
                                                        Name:
                                                        Title:

                                                    DOV PHARMACEUTICAL, INC.

                                                    By: _______________________
                                                        Name:
                                                        Title:

                                       1
<PAGE>

                                   EXHIBIT 2.4

                            FORM OF PATENT ASSIGNMENT

      This PATENT ASSIGNMENT (this "Assignment") dated as of March ___ 2004 (the
"Effective Date"), is made by and between WYETH HOLDINGS CORPORATION, a
corporation organized and existing under the laws of the State of Maine and
having a principal place of business at Five Giralda Farms, Madison, New Jersey
07928 ("Assignor") and NEUROCRINE BIOSCIENCES, INC., a corporation organized and
existing under the laws of the State of Delaware, United States of America and
having a place of business at 10555 Science Center Drive, San Diego, California
92121 United States of America ("Assignee"). Capitalized terms used herein but
not otherwise defined herein shall have the meanings set forth in the Assignment
and License Agreement (the "Assignment and License Agreement") dated as of the
date hereof by and between Assignor and Assignee.

      In partial consideration for the purchase price set forth in the
Assignment and License Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Assignor assigns and
transfers to the Assignee, and the Assignee's successors and assigns, and the
Assignee accepts, subject to the conditions of the Assignment and License
Agreement, such assignment and transfer, the entire right, title and interest in
and to the invention entitled:

N-METHYL-N-(3-{3-[2-THIENYLCARBONYL]-PYRAZOL-[1,5-(alpha)]-PYRIMIDIN-7-YL}
PHENYL)ACETAMIDE AND COMPOSITIONS AND METHODS RELATED THERETO
and which is found in:

            U.S. application Serial No. 09/636,381 filed on August 9,
            2000, now U.S. Patent No. 6,399,621, issued on June 4, 2002,

including any reissues or re-examinations thereof, and any patent term
extensions arising therefrom (the "Patent Rights"),

said Patent Rights to be held and enjoyed by the above-named Assignee, for
Assignee's own use and benefit, and for Assignee's successors and assigns to the
full end of the term or terms for which said patent(s) may be granted, subject
only to the conditions of the Assignment and License Agreement.

      Interested parties who acquire title, rights or grants to the Patent
Rights are hereby notified that certain restrictions and obligations set forth
in the Assignment and License Agreement have been made appurtenant to and run
with the Patent Rights and such interested parties are on notice of such
restrictions and obligations.

                                       1
<PAGE>

                           Wyeth Holdings Corporation

                           __________________________
                           [Name]
                           [Title]

                                 ACKNOWLEDGMENT

State of _______________________ }
                                 ss:
County of ______________________ }

On the  day of   2005,         personally appeared before me, known by me to be
the same person described in and who executed the foregoing instrument, and
acknowledged that he/she executed the same, of his/her own free will and for the
purposes set forth.

                                                     ___________________________
                                                             Notary Public

                                       2
<PAGE>

                                   EXHIBIT 8.3

                                  PRESS RELEASE

                              INTENTIONALLY OMITTED

                                       3