EXHIBIT 10.45

                            DOV PHARMACEUTICAL, INC.
                             AUDIT COMMITTEE CHARTER

I.  General Statement of Purpose

         The primary function of the audit committee is to assist the board of
directors in fulfilling its oversight responsibilities by reviewing the
qualifications and performance of the company's independent accountants and the
financial reports and other financial information provided by the company to
governmental bodies or the public, and to review and monitor the company's
system of internal controls and the company's auditing, accounting and financial
reporting processes. In carrying out its primary function the audit committee
shall also provide an open avenue of communication among the independent
auditors, financial and senior management and the board of directors. The audit
committee shall fulfill these responsibilities by carrying out the activities
enumerated in section V of this charter.

II.  Composition

         The audit committee shall consist of at least three members of the
board, each of whom must be independent according to both NASD rules and the
Sarbanes-Oxley Act of 2002, and moreover not own or control 20% or more of the
company's voting securities, or such lesser amount as may be established by the
SEC.

         As an exception to the above independence criteria, a director who is
not an employee or family member and meets all the above qualifications except
those of the NASD can be an audit committee member. For this to occur, the
board, under exceptional and limited circumstances, must determine that the
director's membership is required in the best interests of the company and its
stockholders. The company must then disclose, in the next following annual proxy
statement, its reasons for that determination. A member appointed and whose
appointment continues under this exception may not serve on the audit committee
for more than two years and may not chair the committee.

         Each member of the audit committee must be able to understand financial
statements. Moreover, at least one member of the audit committee must be a
"financial expert" under SEC rules. Those rules require among other things that,
in addition to understanding financial statements, the financial expert have an
understanding of generally accepted accounting principles and their application
as well as experience with internal controls for financial reporting.

         Members of the audit committee shall be appointed annually by the board
and may be replaced or removed by the board with or without cause. Resignation
or removal of a director, for whatever reason, shall if a member mean automatic
resignation or removal from the audit committee. Any vacancy on the audit
committee may be filled only by the board. The board shall designate one member
of the audit committee to be the chair.

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III.  Compensation

         A member may not, other than in his or her capacity as a member of the
audit committee, the board or any other board committee, receive any
compensation from the company. A member may receive additional director fees to
compensate for the significant time and effort required to serve on the audit
committee.

IV.  Meetings

         The audit committee shall meet not less frequently than quarterly to
review each quarterly earnings release and quarterly report, and at least on one
further occasion to review internal controls, audit progress and the annual
report. Apart from these required meetings, the committee may have additional
meetings as often as it determines. A majority of the members of the audit
committee shall constitute a quorum for purposes of holding a meeting and the
committee may act by a vote of a majority of the members present at the meeting.
In lieu of a meeting, where warranted in special circumstances the audit
committee may act by unanimous written consent.

V.  Responsibilities and Authority

Matters Relating to Selection, Performance and Independence of Auditors

     o  Sole authority to appoint (subject to stockholder ratification),
        terminate and determine funding for auditors

     o  Instruct auditors to report directly to audit committee

     o  Exercise oversight of auditors' work including resolution of
        disagreements between management and auditors

     o  Pre-approval of all audit, audit-related, tax and other services not
        prohibited by SEC or Public Company Accounting Oversight Board

     o  Pre-approval of audit-related and non-audit services may be delegated to
        one or more members of audit committee

     o  Review and approve scope and staffing of auditors' overall audit plan

     o  Require auditors to provide audit committee with written disclosures and
        letter required by Independence Standards Board Standard No. 1, and to
        submit to audit committee on a periodic basis a formal written statement
        delineating all relationships between auditors and company


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     o  Discuss with auditors any disclosed relationships or services that may
        impact objectivity and independence, and take appropriate action to
        satisfy audit committee of auditors' independence

     o  Determine whether services of auditors reported in annual report or
        proxy statement are compatible with maintaining auditors' independence

Audited Financial Statements

     o  Review overall audit plan with auditors and management responsible for
        preparing company's financial statements

     o  Review and discuss with management and auditors as appropriate:

        o   Company's annual audited financial statements including all critical
            accounting policies and practices used or to be used by company and
            any significant financial reporting issues that have arisen in
            connection with preparation of audited financial statements, prior
            to filing company's annual report

        o   Any analysis prepared by management or auditors setting forth
            significant financial reporting issues and judgments made in
            connection with preparation of financial statements including
            analyses of effect of alternative GAAP methods on financial
            statements

        o   Ramifications of use of such alternative disclosures and treatments
            on financial statements and treatment preferred by auditors, and
            consider other material written communications between auditors and
            management including any management letter or schedule of unadjusted
            differences

        o   Adequacy of company's internal controls and procedures for financial
            reporting and risk management policies

        o   Major changes in and other issues regarding accounting and auditing
            principles and procedures including any significant changes in
            company's selection or application of accounting principles and

        o   Effect on financial statements of regulatory and accounting
            initiatives as well as off-balance sheet transactions and structures

     o  Review and discuss outside presence of management any audit problems or
        difficulties and management's response thereto including any
        difficulties encountered by auditors in the course of their work,
        including any restrictions on scope of their activities or access to
        information, responsibilities, budget and


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        staffing of company's internal audit function if any or financial
        reporting function and any significant accounting issues raised with
        management

     o  Review and discuss matters brought to attention of audit committee by
        auditors pursuant to Statement on Auditing Standards No. 61 and No. 90
        (SAS 61 and SAS 90) including any

        o   Restriction on scope of auditors' activities or access to requested
            information

        o   Accounting adjustments proposed by auditors but not made by
            management

        o   Communication between auditors and its national office regarding
            significant auditing or accounting issues presented by management

        o   Management or internal control letter issued, or proposed to be
            issued, by auditors and

        o   Significant disagreement between company and auditors

     o  Review and discuss with auditors their report pursuant to Securities
        Exchange Act on their non-audit services if any

     o  Discuss with CEO, CFO and general counsel significant deficiencies and
        material weaknesses brought to audit committee's attention in design or
        operation of internal controls and procedures for financial reporting
        that could adversely affect company's ability to record, process,
        summarize and report financial information or reveal any fraud involving
        management or other employees who have a significant role in company's
        internal controls and procedures for financial reporting

     o  Based on its review and discussions with management including review of
        matters required to be discussed by SAS 61 and SAS 90, recommend to
        board whether company's audited financial statements should be included
        in 10-K

     o  Prepare audit committee report required by Item 306 of Regulation S-K to
        be included in company's annual proxy statement

Unaudited Quarterly Financial Statements

     o  Discuss with management and review any financial information including
        press releases and Form 10-Q submitted to a governmental body or the
        public including any certification, report, opinion or review by the
        independent auditors.


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Procedures for Addressing Complaints and Concerns

     o  Establish and require company to publish or file procedures for receipt,
        retention and treatment of complaints received by company regarding
        accounting, internal accounting controls or auditing matters and
        confidential, anonymous submission to audit committee by employees of
        concerns regarding questionable accounting or auditing matters or
        disclosure controls

Regular Reports to Board

     o  Regularly report to and review with board any issues that arise with
        respect to quality or integrity of company's financial statements,
        compliance with legal or regulatory requirements, performance and
        independence of auditors, performance of internal audit function if any
        and any other matters that audit committee considers appropriate or is
        requested by board to review

Review of Charter

     o  Review at least annually and more often as appropriate adequacy of
        charter and recommend amendments if any to board

Engagement of Advisors

     o  Engage and determine compensation for independent counsel to audit
        committee and such other advisors necessary or appropriate to carry out
        its responsibilities and powers

Legal and Regulatory Compliance

     o  Discuss with management legal and regulatory requirements applicable to
        company and its subsidiaries and company's compliance, and make
        recommendations to board regarding compliance

     o  Discuss with CEO, CFO and general counsel legal matters (including
        pending or threatened litigation) that may have a material effect on
        company's financial statements or its legal and regulatory compliance
        policies and procedures

General

     o  Form and delegate authority to subcommittees consisting of one or more
        of its members to carry out its responsibilities and exercise its powers


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     o  Require that any officer or employee of company, company's outside legal
        counsel, auditors or any other professional retained by company attend a
        meeting of audit committee or meet with any member of or advisor to
        committee

                                      * * *

         Notwithstanding the responsibilities and powers of the audit committee
set forth in this charter, it is not intended to carry responsibility for
planning or conducting audits of the company's financial statements or
determining whether the company's financial statements are complete, accurate
and prepared in accordance with GAAP. Such responsibilities are the duty of
management and, to the extent of their audit responsibilities, the auditors. In
addition, it is not the duty of the audit committee to conduct investigations or
to assure compliance with laws and regulations. The audit committee shall be
entitled to rely upon advice and information it receives if it believes to be
reliable or has reason to draft in its discussions and communications with
management, auditors and such experts, advisors and professionals it may
consult.

(ADOPTED BY THE BOARD OF DIRECTORS MARCH 21, 2003,  AND AMENDED MARCH 11, 2004)