**Exhibit
      10.45**





**SEVENTH
      AMENDMENT TO LEASE**





**THIS
      SEVENTH AMENDMENT** ("the
      Amendment") made as of September 7, 2005, by and between **MSNW
      CONTINENTAL ASSOCIATES, LLC** ,
      a
      Delaware limited liability company with an office at 67 Park Place East,
      8 th Floor,
      Morristown, New Jersey 07960 (" **Lessor** ")
      and **DOV
      PHARMACEUTICAL, INC.** ,
      a
      Delaware corporation, located at 433 Hackensack Avenue, Hackensack, New Jersey
      07601 (" **Lessee** ").





WITNESSETH:





**WHEREAS** ,
      Lessor’s predecessor-in-interest and Lessee entered into a lease dated May 24,
      1999, as modified by a First Amendment to Lease dated July 31, 2000 (the
“ **First
      Amendment** ”)
      a
      Second Amendment to Lease dated July 30, 2002 (the “ **Second
      Amendment** ”),
      a
      Third Amendment to Lease dated February 12, 2003 (the “ **Third
      Amendment** ”),
      a
      Fourth Amendment to Lease dated March ___, 2004 (the “ **Fourth
      Amendment** ”),
      a
      Fifth Amendment to Lease dated November 15, 2004 (the “ **Fifth
      Amendment** ”),
      and a
      Sixth Amendment to Lease dated July 6, 2005 (the “ **Sixth
      Amendment** ”)
      (the
      lease, as amended by the First Amendment, the Second Amendment, the Third
      Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment
      is
      hereinafter referred to as the “ **Lease** ”);
      and





**WHEREAS** ,
      Lessee
      desires to lease additional premises within the building known as 433 Hackensack
      Avenue, Hackensack, New Jersey (the “ **433
      Building** ”);
      and





**WHEREAS** ,
      the
      parties hereto desire to amend the Lease in accordance with this
      Amendment.





**NOW,
      THEREFORE** ,
      Lessor
      and Lessee agree as follows:





1.  For
      purposes of this Amendment, capitalized terms have the meanings ascribed to
      them
      in the Lease unless otherwise defined herein.





2.  Effective
      as of September 1, 2005 (the “Temporary Expansion Premises Commencement Date”),
      Lessee shall lease from Lessor 4,098 gross rentable square feet on the twelfth
      (12 th )
      floor
      in the 433 Building, which premises are shown on Exhibit A annexed hereto and
      made a part hereof (the “Temporary Expansion Premises”). Lessee shall lease the
      Temporary Expansion Premises from the Temporary Expansion Premises Commencement
      Date through that date upon which the Expansion Premises (as hereinafter
      defined) is available and ready for Lessee’s occupancy (which date shall be no
      later than January 9, 2006, and is referred to herein as the “Expansion Premises
      Commencement Date”).





3.  Effective
      as of the Expansion Premises Commencement Date, Lessee shall surrender to Lessor
      all of its right, title and interest under the Lease in and to the Temporary
      Expansion Premises, it being understood and agreed that all of Lessee's estate
      under the Lease in and to the Temporary Expansion Premises shall be wholly
      terminated and extinguished as of the Expansion Premises Commencement Date;
      and
      Lessor shall accept from Lessee as of the Expansion Premises Commencement Date,
      such surrender of all of Lessee's right, title and interest under the Lease
      in
      and to the Temporary Expansion Premises.








4.  Lessee
      hereby agrees that effective as of the Expansion Premises Commencement Date,
      the
      Temporary Expansion Premises shall be surrendered to Lessor, broom clean,
      vacant, unleased and free and clear of all rights of occupancy by others, and
      in
      the condition required by the Lease. Lessee represents and covenants to Lessor
      that nothing has been done or suffered and nothing will be done or suffered
      whereby the estate of Lessee in and to the Temporary Expansion Premises or
      any
      portion thereof, has been or will be encumbered in any way whatsoever; that
      Lessee has the legal right to surrender same; and that no one other than Lessee,
      has acquired or will acquire by, through or under Lessee, any right, title
      or
      interest in or to the Temporary Expansion Premises or any portion
      thereof.





Notwithstanding
      any provisions of this Amendment to the contrary, Lessee agrees that Lessee
      shall remain liable for the payment of Fixed Basic Rent and Additional Rent
      relating to the Temporary Expansion Premises, including any retroactive
      adjustments or escalation charges thereto which may be payable pursuant to
      the
      terms and provisions of the Lease, on account of the Temporary Expansion
      Premises for the period up to and including the Expansion Premises Commencement
      Date.





5.  Effective
      as of the Expansion Premises Commencement Date through and including the
      Termination Date, Lessee shall lease from Lessor 9,169 gross rentable square
      feet on the second (2 nd )
      floor
      (the " **Expansion
      Premises** ")
      in the
      433 Building which Expansion Premises are shown on Exhibit
      B annexed
      hereto and made a part hereof. Reference Page Paragraphs (5) and (7) of the
      Lease shall be deemed modified accordingly.





6.  From
      and
      after the Temporary Expansion Premises Commencement Date through the Expansion
      Premises Commencement Date, the following shall apply with respect to the
      Temporary Expansion Premises:





(a)  Paragraph
      (8) of the Reference page (“Electric Rent Inclusion Factor”) shall be deemed
      deleted and replaced as follows:





(8)
      Lessee Electric: Six Thousand One Hundred Forty-Seven and 00/100 Dollars
      ($6,147.00) per year, which shall be payable in addition to (and not included
      in) Annual Fixed Basic Rent.





(b)  Any
      and
      all references in the Lease to “Electric Rent Inclusion Factor” shall be
      replaced by “Lessee Electric”. All references to increasing or decreasing the
      Term Fixed Basic Rent as a result of changes in the Electric Rent Inclusion
      Factor shall be changed to refer to increasing or decreasing the Lessee
      Electric. No change in the method of measuring Lessee’s electrical consumption,
      as a result of Lessor no longer redistributing electricity to the Premises,
      as
      provided in Paragraph 24(E), separately metering electrical consumption, as
      provided in Paragraph 24(J), or any other provision in the Lease, shall affect
      Term Fixed Basic Rent or Monthly Fixed Basic Rent, but may affect the amount
      of
      Lessee Electric. Lessee Electric shall be paid in monthly installments of Five
      Hundred Twelve and 25/100 Dollars ($512.25), at the same time and in the manner
      as Monthly Fixed Basic Rent. Lessee Electric is an estimated amount subject
      to
      adjustment as provided in Paragraph 24(B) of the Lease. Paragraphs 24(B)(iii)
      and (iv) of the Lease shall be deleted and replaced as follows:





2


(iii)  Lessee
      agrees that an independent electrical engineering consultant selected by Lessor
      may from time to time make a survey of the electric power demand of the electric
      lighting fixtures and the electric equipment of Lessee used in the Premises
      to
      determine the average monthly electric consumption thereof, said survey to
      be at
      Lessee’s expense. Lessor reserves the right to estimate Lessee’s electric
      consumption until such a survey is made. The estimate will be based on One
      and
      50/100 Dollars ($1.50) per square foot per year of the rentable area of the
      Expansion Premises and Lessee agrees to pay Lessor Six Thousand One Hundred
      Forty-Seven and 00/100 Dollars ($6,147.00) per year (“ **Lessee
      Electric** ”),
      payable in equal monthly installments of Five Hundred Twelve and 25/100 Dollars
      ($512.25) per month as Additional Rent. Lessee Electric is not included in
      Annual Fixed Basic Rent. The aforesaid survey shall take into account, among
      other things, any special electrical requirements of the Lessee and use by
      Lessee of electrical energy at times other than during Building Hours on
      Business Days. Unless objected to by Lessee in accordance with the terms and
      conditions of paragraph 24(B) of the Lease, the finding of such engineer or
      consultant as to the proper Lessee Electric based on such average monthly
      electric consumption shall be conclusive and the Lessee Electric shall be
      revised to twelve (12) times the average monthly electric determined by the
      survey, effective as of the first day of the month following the month in which
      the survey is completed;





(iv)  If
      the
      Electric Rates (as hereafter defined) on which the initial determination of
      the
      consultant was based shall be increased or decreased, than the Lessee Electric
      shall be increased or decreased in the amount equal to the change in Lessor’s
      cost of supplying electrical current to the Premises resulting from such rate
      change, retroactive if necessary, to the date of such increase or decrease
      in
      such Electric Rates.





(c)  Paragraph
      22 of the Lease shall be amended to provide that Lessee shall pay the sum of
      One
      Hundred and 00/100 dollars ($100.00) per hour for use of HVAC beyond Building
      Hours, plus the additional percentage increase over the Base Utility Rate as
      set
      forth in the Lease. In no event shall Lessee pay less than the sum of $100.00
      per hour for such overtime use.





(d)  Paragraph
      (12) of the Reference Page is hereby amended in its entirety to read as
      follows:





(12)  A
      total
      of 16 spaces, of which 12 shall be in the covered parking area described in
      Section 38 below.





(e)  Lessee’s
      Percentage is 0.7% and Paragraph 10 of the Reference Page shall be amended
      accordingly.





(f)  Term
      Fixed Basic Rent shall be payable in advance on the first day of each month
      of
      the Term as follows:





3
 
  Period
                Annual
                    Fixed Basic Rent
                Monthly
                    Fixed Basic RentTemporary
                    Expansion PremisesCommencement
                    Date -Expansion
                    PremisesCommencement
                    Date
                $110,646.00
                $9,220.50





Reference
      Page Section (9) of the Lease shall be deemed amended accordingly.





(g)  The
      Base
      Year for all Base Period Costs shall be calendar year 2005, and Reference Page
      Sections 2(A), (B) and (C) of the Lease shall be deemed amended
      accordingly.





7.  From
      and
      after the Expansion Premises Commencement Date, the following shall apply with
      respect to the Expansion Premises:





(a)  Paragraph
      (8) of the Reference page (“Electric Rent Inclusion Factor”) shall be deemed
      deleted and replaced as follows:





(8)
      Lessee Electric: Thirteen Thousand Seven Hundred Fifty-Three and 50/100 Dollars
      ($13,753.50) per year, which shall be payable in addition to (and not included
      in) Annual Fixed Basic Rent.





(b)  Any
      and
      all references in the Lease to “Electric Rent Inclusion Factor” shall be
      replaced by “Lessee Electric”. All references to increasing or decreasing the
      Term Fixed Basic Rent as a result of changes in the Electric Rent Inclusion
      Factor shall be changed to refer to increasing or decreasing the Lessee
      Electric. No change in the method of measuring Lessee’s electrical consumption,
      as a result of Lessor no longer redistributing electricity to the Premises,
      as
      provided in Paragraph 24(E), separately metering electrical consumption, as
      provided in Paragraph 24(J), or any other provision in the Lease, shall affect
      Term Fixed Basic Rent or Monthly Fixed Basic Rent, but may affect the amount
      of
      Lessee Electric. Lessee Electric shall be paid in monthly installments of One
      Thousand One Hundred Forty-Six and 13/100 Dollars ($1,146.13), at the same
      time
      and manner as Monthly Fixed Basic Rent. Lessee Electric is an estimated amount
      subject to adjustment as provided in Paragraph 24(B) of the Lease. Paragraphs
      24(B)(iii) and (iv) of the Lease shall be deleted and replaced as
      follows:





(iii)  Lessee
      agrees that an independent electrical engineering consultant selected by Lessor
      may from time to time make a survey of the electric power demand of the electric
      lighting fixtures and the electric equipment of Lessee used in the Lobby
      Premises to determine the average monthly electric consumption thereof, said
      survey to be at Lessee’s expense. Lessor reserves the right to estimate Lessee’s
      electric consumption until such a survey is made. The estimate will be based
      on
      One and 50/100 Dollars ($1.50) per square foot per year of the rentable area
      of
      the Premises and Lessee agrees to pay Lessor Thirteen Thousand Seven Hundred
      Fifty-Three and 50/100 Dollars ($13,753.50) per year (“ **Lessee
      Electric** ”),
      payable in equal monthly installments of One Thousand One Hundred Forty-Six
      and
      13/100 Dollars ($1,146.13) per month as Additional Rent. Lessee Electric is
      not
      included in Annual Fixed Basic Rent. The aforesaid survey shall take into
      account, among other things, any special electrical requirements of the Lessee
      and use by Lessee of electrical energy at times other than during Building
      Hours
      on Business Days. Unless objected to by Lessee in accordance with the terms
      and
      conditions of paragraph 24(B) of the Lease, the finding of such engineer or
      consultant as to the proper Lessee Electric based on such average monthly
      electric consumption shall be conclusive and the Lessee Electric shall be
      revised to twelve (12) times the average monthly electric determined by the
      survey, effective as of the first day of the month following the month in which
      the survey is completed;





4


(iv)  If
      the
      Electric Rates (as hereafter defined) on which the initial determination of
      the
      consultant was based shall be increased or decreased, than the Lessee Electric
      shall be increased or decreased in the amount equal to the change in Lessor’s
      cost of supplying electrical current to the Premises resulting from such rate
      change, retroactive if necessary, to the date of such increase or decrease
      in
      such Electric Rates.





(c)  Paragraph
      22 of the Lease shall be amended to provide that Lessee shall pay the sum of
      One
      Hundred and 00/100 dollars ($100.00) per hour for use of HVAC beyond Building
      Hours, plus the additional percentage increase over the Base Utility Rate as
      set
      forth in the Lease. In no event shall Lessee pay less than the sum of $100.00
      per hour for such overtime use.





(d)  Paragraph
      (12) of the Reference Page is hereby amended in its entirety to read as
      follows:





(12)  A
      total
      of 36 spaces, of which 27 shall be in the covered parking area described in
      Section 38 below.





(e)  Lessee’s
      Percentage is 1.55% and Paragraph 10 of the Reference Page shall be amended
      accordingly.





(f)  Term
      Fixed Basic Rent shall be payable in advance on the first day of each month
      of
      the Term as follows:


Period
              Annual
                  Fixed Basic Rent
              Monthly
                  Fixed Basic RentExpansion
                  PremisesCommencement
                  Date -June
                  30, 2006
              $247,563.00
              $20,630.25July
                  1, 2006 - June 30, 2007
              $252,147.50
              $21,012.29July
                  1, 2007 - June 30, 2008
              $256,732.00
              $21,394.33


5


Reference
      Page Section (9) of the Lease shall be deemed amended accordingly.





(g)  The
      Base
      Year for all Base Period Costs shall be calendar year 2005, and Reference Page
      Sections 2(A), (B) and (C) of the Lease shall be deemed amended
      accordingly.





8.  Lessee
      has inspected the Temporary Expansion Premises and Expansion Premises, and
      is
      thoroughly acquainted with their respective conditions and agrees to take same
      "AS IS"; provided, however, that Lessor shall relocate from the 12 th floor to
      the 2 nd floor
      one (1) existing supplemental air-conditioning unit or provide Tenant with
      a
      supplemental air-conditioning unit similar to the unit located on the
      12 th floor.
      However, notwithstanding the foregoing, in the event Lessee exercises its
      termination option by January 1, 2006, such that Lessee does not lease and
      occupy the Expansion Premises through at least June 30, 2006, then Lessee shall
      reimburse Lessor upon demand a pro-rata portion of the cost of the supplemental
      air-conditioning unit in an amount equal to the product of $75.88 multiplied
      by
      the number of days from the termination date through June 30, 2006 (so, for
      example, if the termination date is May 31, 2006, then Lessee’s pro-rata amount
      shall be $2,276.40 (i.e., $75.88 x 30)). Lessee acknowledges that the taking
      of
      the Temporary Expansion Premises and the Expansion Premises by Lessee shall
      be
      conclusive evidence that each of the respective premises was in good and
      satisfactory condition at the time possession of each of the respective premises
      was so taken.





9.  Lessee
      represents and warrants to the Lessor that Lessee has not dealt with any broker
      in bringing about this Amendment other than GVA Williams. Lessee agrees to
      indemnify and hold Lessor harmless from any and all claims of any broker and
      expenses in connection therewith arising out of or in connection with the
      negotiation of or the entering into this Amendment by Lessor and Lessee.





10.  Lessee
      represents, warrants and covenants that, to the best of Lessee’s knowledge,
      Lessor is not in default under any of its obligations under the Lease and that,
      to the best of Lessee's knowledge, Lessee is not in default of any of its
      obligations under the Lease, and no event has occurred which, with the passage
      of time or the giving of notice, or both, would constitute a default by either
      Lessor or Lessee thereunder.





11.  Except
      as
      modified by this Amendment, the Lease and all the covenants, agreements, terms,
      provisions and conditions thereof (including, without limitation, paragraph
      9 of
      the Fifth Amendment) shall remain in full force and effect and are hereby
      ratified and affirmed.





12.  The
      covenants, agreements, terms, provisions and conditions contained in this
      Amendment shall bind and inure to the benefit of the parties hereto and their
      respective successors and except as otherwise provided in the Lease as modified
      by this Amendment, their respective assigns. In the event of any conflict
      between the terms contained in this Amendment and the Lease, the terms herein
      shall supersede and control the obligations and liabilities of the
      parties.





6


13.
      The
      submission of this Amendment for examination does not constitute a reservation
      of, or option for, the Premises, and this Amendment becomes effective only
      upon
      execution and delivery thereof by Lessor and Lessee.





[Signature
      Page to Follow]





**IN
      WITNESS WHEREOF** ,
      Lessor
      and Lessee have executed this Amendment as of the date and year first above
      written, and acknowledge to each other that they possess the requisite authority
      to enter into this transaction and to sign this Amendment.





**ATTEST:**
              
              
              
              
              By:/s/
                Matthew Moore
              Name:Matthew
                Moore
              Title:Director
                of Corporate Development
              
              
              **WITNESS:**
              
              
              
              
              
              
              
              
              
              
              
              By:/s/
                William O’Keefe
              Name:William
                O’Keefe
              Title:VP
                - Leasing
            **LESSEE:**
              
              DOV
                PHARMACEUTICAL, INC.
              
              
              By:/s/
                J. Robert Horton
              Name:J.
                Robert Horton
              Its:Sr.
                Vice President and General Counsel
              
              
              **LESSOR:**
              
              MSNW
                CONTINENTAL ASSOCIATES, LLC, a Delaware limited liability
                company
              
              BY:MSNW
                CONTINENTAL ACQUISITION, LLC, a Delaware limited liability company,
                its
                sole member
              
              BY:NORMANDY
                CONTINENTAL ADMINISTRATOR II, LLC, a Delaware limited liability company,
                its Administrator
              
              
              BY:/s/
                Frank Mancini
              Frank
                Mancini
              Vice
                President




7


**EXHIBIT
      A**





**THE
      TEMPORARY EXPANSION PREMISES**





8


**EXHIBIT
      B**





**THE
      EXPANSION PREMISES**








9