Exhibit
10.57
 ****
 **Incentive
Stock Option Agreement**
 **under
the DOV Pharmaceutical, Inc.**
 **2000
Stock Option and Grant Plan**
 
 
 
 **Name
of Optionee:**
 ****
 **No.
of Option Shares** :
 ****
 **Grant
Date:**
 ****
 **Vesting
Date**
 ****
 **Further
Vesting Schedule**
 
 **Expiration
Date:**    10 years
after Grant Date
 
 **Option
Exercise Price/Share:**  $
 
 
 Pursuant
to the DOV Pharmaceutical, Inc. 2000 Stock Option and Grant Plan, as amended and
restated as of March 28, 2002 (the Plan ), DOV
Pharmaceutical, Inc., a Delaware corporation (together with all successors
thereto, the Company ), hereby
grants to the Optionee , who is
an officer, employee, director, consultant or other key person of the Company or
any of its Subsidiaries, an option (the Stock
Option ) to
purchase on or prior to the Expiration
Date , or such
earlier date as is specified herein, all or any part of the number of shares of
Common Stock, par value $0.0001 per share (Common Stock) , of the
Company indicated above (the Option
Shares , and
such shares once issued shall be referred to as the Issued
Shares ), at the Option
Exercise Price , subject
to the terms and conditions set forth in this Qualified Stock Option Agreement
(this Agreement ) and in
the Plan. This Stock Option is intended to qualify as an incentive stock option
as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended
from time to time (the Code ). To the
extent that any portion of the Stock Option does not so qualify, it shall be
deemed a non-qualified stock option.
 
 **1** **.**  **Definitions** **.** For the
purposes of this Agreement, the following terms shall have the following
respective meanings. All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Plan.
  
 
   
 Affiliate of any
Person means a Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with the
other Person. A Person shall be deemed to control another Person if such Person
possesses directly or indirectly the power to direct, or cause the direction of,
the management and policies of the other Person, whether through the ownership
of voting securities, by contract or otherwise.
 
 Bankruptcy shall
mean (i) the filing of a voluntary petition under any bankruptcy or insolvency
law, or a petition for the appointment of a receiver or the making of an
assignment for the benefit of creditors, with respect to the Optionee or any Permitted
Transferee , or (ii)
the Optionee or any Permitted Transferee being subjected involuntarily to such a
petition or assignment or to an attachment or other legal or equitable interest
with respect to the Optionee ¢ s or such
Permitted Transferee ¢ s assets,
which involuntary petition or assignment or attachment is not discharged within
60 days after its date, and (iii) the Optionee or any Permitted Transferee being
subject to a transfer of the Stock Option or the Issued Shares by operation of
law, except by reason of death.
 
 Change
of Control shall
mean (i) a merger or
consolidation of the Company with or into another corporation other than a
transaction (A) in which the Company is the surviving corporation (except where
the Company is controlled by or under common control with another Person) or (B)
merging or consolidating the Company with any corporation controlling,
controlled by or under common control with the Company (in which case the
surviving corporation (except where the Company is controlled by or under common
control with another Person) shall be deemed the Company for purposes of this
Agreement), ( i ) the
sale of all or substantially all the assets of the Company to any corporation or
entity, other than a sale to any corporation or entity controlling, controlled
by or under common control with the Company prior to such transaction (in which
case the surviving corporation shall be deemed the Company for purposes of this
Agreement ).
 
 Permitted
Transferees shall
mean any of the following to whom the Optionee may transfer Issued Shares
hereunder: the Optionee ¢ s spouse,
children (natural or adopted), stepchildren or a trust for their sole benefit of
which the Optionee is the settlor provided that such trust does not require or
permit distribution of any Issued Shares during the term of this Agreement
unless subject to its terms. Upon the death of the Optionee (or a Permitted
Transferee to whom shares have been transferred hereunder), the term Permitted
Transferees shall also include such deceased Optionee ¢ s (or
such deceased Permitted Transferees) estate, executions, administrations,
personal representations, heirs, legatees and distributees, as the case may
be.
 
 Person shall
mean any individual, corporation, partnership (limited or general), limited
liability company, limited liability partnership, association, trust, joint
venture, unincorporated organization or any similar entity.
 
 Service
Relationship shall
mean any relationship as an employee, part-time employee, director or consultant
of the Company or any Subsidiary of the Company such that a Service Relationship
shall be deemed to continue without interruption in the event the
Optionee ¢ s status
changes from one such status to another.
   2
 
 Subsidiary shall
mean any corporation (other than the Company) in any unbroken chain of
corporations or other entities beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
or other interests possessing 50 percent or more of the total combined voting
power of all classes of stock or in one of the other corporations in the
chain.
 
 **2.**  **Vesting,
Exercisability, and Termination** .
 
 ( a )  No
portion of this Stock Option may be exercised until such portion is
vested.
 
 ( b )  Subject
to the determination of the Committee to
accelerate the above vesting schedule, this Stock Option shall be vested and
exercisable with respect to the Option Shares as set forth above.
 
 ( c )  Termination . Except
as may otherwise be provided by the Committee, if the Optionee ¢ s Service
Relationship with the Company or a Subsidiary is terminated, the period within
which to exercise this Stock Option may be subject to earlier termination as set
forth below:
 
 ( i )  Termination
Due to Death, Disability or Retirement . If the
Optionee ¢ s Service
Relationship terminates by reason of such Optionee ¢ s death,
disability (as defined in Section 422(c) of the Code) or retirement (after
attainment of age 60) this Stock Option may be exercised, to the extent
exercisable on the date of such termination, by the Optionee, the
Optionee ¢ s legal
representative or legatee for a period of 12 months from the date of death,
disability or retirement or until the Expiration Date, if earlier.
 
 ( ii )  Other
Termination . If the
Optionee ¢ s
employment terminates for any reason other than death, disability or retirement
(after attainment of age 60), and unless otherwise determined by the Committee,
this Stock Option may be exercised, to the extent exercisable on the date of
termination, for a period of 90 days from the date of termination or until the
Expiration Date, if earlier, provided that if the Optionee ¢ s Service
Relationship is terminated for cause, this Stock Option shall terminate
immediately upon the date of such termination.
 
 For
purposes hereof, the Committee ¢ s
determination of the reason for termination of the Optionee ¢ s Service
Relationship shall be conclusive and binding on the Optionee and his or her
representatives or legatees. Any portion of the Stock Option that is not
exercisable on the date of termination of the Service Relationship shall
terminate immediately and be null and void.







3


( d )  This
Stock Option is intended to qualify as an incentive stock option as defined in
Section 422 of the Code to the extent permitted under applicable law.
Accordingly, the Optionee understands that in order to obtain certain benefits
of an incentive stock option under Section 422 of the Code, no sale or
other disposition may be made of Issued Shares for which incentive stock option
treatment is desired within the one-year period beginning on the day after the
day of the transfer of such Issued Shares to him or her, nor within the two-year
period beginning on the day after the grant of this Stock Option and that this
Stock Option must be exercised within three months after termination of
employment as an employee (or 12 months in the case of death or disability) to
qualify as an incentive stock option. If the Optionee disposes (whether by sale,
gift, transfer or otherwise) of any such Issued Shares within either of these
periods, he or she will notify the Company within 30 days after such
disposition. The Optionee also agrees to provide the Company with any
information concerning any such dispositions required by the Company for tax
purposes. Further, to the extent Option Shares and any other incentive stock
options of the Optionee having an aggregate fair market value in excess of
$100,000 (determined under the Code as of the Grant Date) vest in any year, such
options will not qualify as incentive stock options.
 
 **3.**  **Exercise
of Stock Option** .
 
 (a)  The
Optionee may exercise this Stock Option only in the following manner: Prior to
the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an Exercise
Notice ) in the
form of Appendix A hereto
indicating his or her election to purchase some of or all the Option Shares with
respect to which this Stock Option is exercisable at the time of such notice.
Such notice shall specify the number of Option Shares to be purchased. Payment
of the purchase price may be made by one or more of the methods described below.
Payment instruments will be received subject to collection.
 
 ( i )  in cash,
by certified or bank check, or other instrument acceptable to the Committee in
U.S. funds payable to the order of the Company in an amount equal to the
purchase price of such Option Shares;
 
 ( ii )  by the
Optionee delivering to the Company a promissory note if the Board has expressly
authorized the loan of funds to the Optionee for the purpose of enabling or
assisting the Optionee to effect the exercise of his or her Stock Option
provided that at least so much of the exercise price as represents the par value
of the Stock shall be paid other than with a promissory note if otherwise
required by state law; or
 
 ( iii )  (A)
through the delivery (or attestation to ownership) of shares of Common Stock
that have been purchased by the Optionee on the open market or that have been
held by the Optionee for at least six months and are not subject to restrictions
under any plan of the Company, (B) by the Optionee delivering to the Company a
properly executed Exercise Notice together with irrevocable instructions to a
broker to promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the option purchase price, provided that in the event the
Optionee chooses to pay the option purchase price as so provided, the Optionee
and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Committee shall prescribe as a
condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A)
and (iii)(B) above.
   4
 
 (b)  Certificates
for the Option Shares so purchased will be issued and delivered to the Optionee
upon compliance to the satisfaction of the Committee with all requirements under
applicable laws or regulations in connection with such issuance. Until the
Optionee shall have complied with the requirements hereof and of the Plan, the
Company shall be under no obligation to issue the Option Shares subject to this
Stock Option, and the determination of the Committee as to such compliance shall
be final and binding on the Optionee. The Optionee shall not be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company shall have
issued and delivered the Issued Shares to the Optionee, and the
Optionee ¢ s name
shall have been entered as a stockholder of record on the books of the Company.
Thereupon, the Optionee shall have full dividend and other ownership rights with
respect to such Issued Shares, subject to the terms of this
Agreement.
 
 (c)  Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall
be exercisable after the Expiration Date.
 
 **4.**  **Incorporation
of Plan** .
Notwithstanding anything herein to the contrary, this Stock Option shall be
subject to and governed by the Plan.
 
 **5.**  **Transferability
of Stock Option** . This
Agreement is personal to the Optionee and is not transferable by the Optionee in
any manner other than by will or by the laws of descent and distribution. The
Stock Option may be exercised during the Optionee ¢ s
lifetime only by the Optionee (or by the Optionee ¢ s
guardian or personal representative in the event of the Optionee ¢ s
incapacity). The Optionee may elect to designate a beneficiary by providing
written notice of the name of such beneficiary to the Company, and may revoke or
change such designation at any time by filing written notice of revocation or
change with the Company, and such beneficiary may exercise the
Optionee ¢ s Stock
Option in the event of the Optionee ¢ s death
to the extent provided herein. If the Optionee does not designate a beneficiary,
or if the designated beneficiary predeceases the Optionee, the legal
representative of the Optionee may exercise this Stock Option to the extent
provided herein in the event of the Optionee ¢ s
death.
 
 **6.**  **Change
of Control** . The Stock
Option to the extent not vested shall vest upon a termination including by the
Optionee of membership on the Company’s board of directors within six months of
a Change of Control.
  5
 ****
 **7.**  **Withholding
Taxes** . The
Optionee shall, not later than the date as of which the exercise of this Stock
Option becomes a taxable event for federal income tax purposes, pay to the
Company or make arrangements satisfactory to the Committee for payment of any
federal, state and local taxes required by law to be withheld on account of such
taxable event. Subject to approval by the Committee, the Optionee may elect to
have the minimum tax withholding obligation satisfied, in whole or in part, by
authorizing the Company to withhold from shares of Common Stock to be issued or
transferring to the Company, a number of shares of Common Stock with an
aggregate that would satisfy the minimum withholding amount due. The Company or
any Subsidiary of the Company has the right to deduct from payments of any kind
otherwise due to the Optionee, or from the Option Shares to be issued in respect
of an exercise of this Stock Option, any federal, state or local taxes of any
kind required by law to be withheld with respect to the issuance of Option
Shares to the Optionee.
 
 **8.**  **Miscellaneous
Provisions** .
 
 (a)  Equitable
Relief . The
parties stipulate that legal remedies may be inadequate to enforce the
provisions of this Agreement and that equitable relief including specific
performance and injunctive relief may be used to enforce the provisions of this
Agreement.
 
 (b)  Change
and Modifications . This
Agreement may not be orally changed, modified or terminated, nor shall any oral
waiver of any of its terms be effective. This Agreement may be changed, modified
or terminated only by an agreement in writing signed by the Company and the
Optionee.
 
 (c)  Governing
Law . This
Agreement shall be governed by and construed in accordance with the laws of
Delaware without regard to conflict of law principles.
 
 (d)  Headings . The
headings are intended only for convenience in finding the subject matter and do
not constitute part of the text of this Agreement and shall not be considered in
the interpretation of this Agreement.
 
 (e)  Saving
Clause . If any
provision of this Agreement is determined to be illegal or unenforceable, such
determination shall in no manner affect the legality or enforceability of any
other provision hereof.
 
 (f)  Notices . All
notices, requests, consents and other communications shall be in writing and be
deemed given when delivered personally, by facsimile transmission or when
received if mailed by first class registered or certified mail, postage prepaid.
Notices to the Company or the Optionee shall be addressed as set forth
underneath their signatures below, or to such other address or addresses as may
have been furnished by such party in writing to the other.
 
 (g)  Benefit
and Binding Effect . This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, their respective successors, permitted assigns, and legal
representatives. The Company has the right to assign this Agreement, and such
assignee shall become entitled to all the rights of the Company hereunder to the
extent of such assignment.
  
 6
 
 (h)  Dispute
Resolution . (i)
Except as provided below, any dispute arising out of or relating to this
Agreement or the breach, termination or validity hereof shall be finally settled
by binding arbitration conducted expeditiously in accordance with the
J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the J.A.M.S.
Rules). The arbitration shall be governed by the United States Arbitration Act,
9 U.S.C. sections 1-16, and judgment upon the award rendered by the arbitrators
may be entered by any court having jurisdiction thereof. The place of
arbitration shall be located within the State of New Jersey.
 
 (ii)  Arbitration
shall commence within 60 days of the date on which a written demand for
arbitration is filed by any party hereto. The arbitrator shall have the power to
order the production of documents by each party and any third-party witnesses.
In addition, each party may take up to three depositions as of right, and the
arbitrator may in his or her discretion allow additional depositions upon good
cause shown by the moving party. However, the arbitrator shall not have the
power to order the answering of interrogatories or the response to requests for
admission. In connection with any arbitration, each party shall provide to the
other, no later than seven business days before the date of the arbitration, the
identity of all persons that may testify at the arbitration and a copy of all
documents that may be introduced at the arbitration or considered or used by a
party ¢ s witness
or expert. The arbitrator ¢ s
decision and award shall be made and delivered within six months of the
selection of the arbitrator. The arbitrator ¢ s
decision shall set forth a reasoned basis for any award of damages or finding of
liability. The arbitrator shall not have power to award damages in excess of
actual compensatory damages and shall not multiply actual damages or award
punitive damages or any other damages that are specifically excluded under this
Agreement, and each party hereby irrevocably waives any claim to such
damages.
 
 (iii)  Each of
the parties hereby irrevocably submits to the jurisdiction of any United States
District Court of competent jurisdiction for the purpose of enforcing the award
or decision in any such proceeding, (ii) and hereby waives, and agrees not to
assert, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding, any claim that it is not subject personally to the jurisdiction
of the above-named courts, that its property is exempt or immune from attachment
or execution (except as protected by applicable law), that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Agreement or the subject matter
hereof may not be enforced in or by such court, and hereby waives and agrees not
to seek any review by any court of any other jurisdiction which may be called
upon to grant an enforcement of the judgment of any such court. Each of the
parties hereby consents to service of process by registered mail at the address
to which notices are to be given. Each party stipulates that its, his or her
submission to jurisdiction and its, his or her consent to service of process by
mail is made for the express benefit of the other party. Final judgment against
a party in any such action, suit or proceeding may be enforced in other
jurisdictions by suit, action or proceeding on the judgment, or in any other
manner provided the laws of such other jurisdiction. Section 8(h)(iii) applies
equally to requests for temporary, preliminary or permanent injunctive relief,
except that in the case of temporary or preliminary injunctive relief any party
may proceed in court without prior arbitration for the limited purpose of
avoiding immediate and irreparable harm.





7





(iv)  The
parties shall participate in the arbitration in good faith.





(i)  Counterparts . For the
convenience of the parties and to facilitate execution, this Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same document.





[SIGNATURE
PAGE FOLLOWS]









8







This
Agreement is signed by the party below, intending to be legally
bound.










****DOV PHARMACEUTICAL, INCBy: _______________________________Name:
      Arnold S. LippaTitle:Chief
      Executive OfficerAddress:433 Hackensack AvenueHackensack, NJ 07601








This
Agreement is signed by the party below, intending to be legally
bound.




****OPTIONEE:_______________________________Name:Grant DateAddress:_____________________________________________________________________________________________





9





[ SPOUSE ¢ S
CONSENT


I
acknowledge that I have read the


foregoing
Incentive Stock Option Agreement


and
understand its contents]





____________________________________][A
spouse’s consent is required only if the Optionee’s state of residence is one of
the following community property states: Arizona, California, Idaho, Louisiana,
New Mexico, Nevada, Texas, Washington and Wisconsin (check WI
statute).]







DESIGNATED
      BENEFICIARY:Beneficiary¢s
      Address_____________________________________________________________________________________________





10


****


**Appendix
A**


****


**STOCK
OPTION EXERCISE NOTICE**








DOV
Pharmaceutical, Inc.


Attention:
Chief Financial Officer


____________________________


____________________________








Pursuant
to my stock option agreement dated __________ (the Agreement) under the DOV
Pharmaceutical, Inc. 2000 **** Stock
Option and Grant Plan, I _______________, hereby partially/fully [Circle One]
exercise such option by including herein payment in the amount of $______
representing the purchase price for [Fill in number of Option Shares] _______
option shares. I have chosen the following form(s) of payment:









o
    1.
    Casho
    2.
    Certified or bank check payable to DOV
      Pharmaceutical, Inc.o
    3.
    Other (as described in the Agreement (please
      describe))
_______________________________________











Sincerely
      yours,Name:Address:_____________________________________________________________________________________________





A-1