**AMENDMENT
      NO. 1 TO**


**SHAREHOLDER
      RIGHTS AGREEMENT**




Amendment No.
      1, dated as of January 24, 2007 (the “Amendment”), to the Shareholder Rights
      Agreement, dated as of October 8, 2002 (the “Rights Agreement”), by and
      between DOV Pharmaceutical, Inc., a Delaware corporation (the “Company”), and
      Continental Stock Transfer & Trust Co., a federally chartered trust
      company (the “Rights Agent”).




**WITNESSETH**





WHEREAS,
      pursuant to Section 27 of the Rights Agreement, the Company may prior to a
      Section 11(a)(ii) Event (as defined in the Rights Agreement) supplement or
      amend
      the Rights Agreement without the approval of any holders of certificates
      representing shares of common stock of the Company or any other securities
      of
      the Company; and





WHEREAS,
      the Company now desires to amend the Rights Agreement as set forth in this
      Amendment, and pursuant to Section 27 of the Rights Agreement, the Board of
      Directors of the Company hereby directs that the Rights Agreement should be
      amended as set forth in this Amendment.





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





1.  Amendments
      to Section 1 .





(a)  Section
      1
      of the Rights Agreement is hereby amended by adding the following
      definitions:





(ll)  “ *Debentures* ”
shall
      mean the Company’s 2.50% Convertible Subordinated Debentures due 2025, issued
      under that certain Indenture, dated as of December 22, 2004, by and between
      the Company and Wells Fargo Bank, National Association, as Trustee.





(mm)  “ *Exchange
      Offer* ”
shall
      have the meaning set forth in the Restructuring Support Agreement.





(nn)  “ *Noteholders* ”
shall
      mean the holders of the Debentures.





(oo)  “ *Restructuring
      Support Agreement* ”
shall
      mean the Restructuring Support Agreement, dated as of January 24, 2007, by
      and among the Company and certain Noteholders named therein, as amended from
      time to time.











(b)  The
      definition of “ *Acquiring
      Person* ”
in
      Section 1(a) of the Rights Agreement is hereby amended by inserting the
      following sentence at the end thereof:





“Notwithstanding
                the foregoing or any other provision of this Agreement to the contrary,
                none of (i) the negotiation, execution and delivery of the Restructuring
                Support Agreement or any other documents referred to therein, (ii)
                the
                exercise by the parties thereto of their respective rights under
                the
                Restructuring Support Agreement or any other documents referred to
                therein, and (iii) the consummation of the Exchange Offer or any
                of the
                other transactions contemplated by the Restructuring Support Agreement,
                shall be deemed to result in any Noteholder or any other Person becoming
                an Acquiring Person.”





2.  Amendment
      to Section 3(a) .
      Section
      3(a) of the Rights Agreement is hereby amended to add the following sentence
      at
      the end thereof:





“Notwithstanding
                anything in this Agreement to the contrary, a Distribution Date shall
                not
                be deemed to have occurred as a result of any of (i) the negotiation,
                execution and delivery of the Restructuring Support Agreement or
                any other
                documents referred to therein, (ii) the exercise by the parties thereto
                of
                their respective rights under the Restructuring Support Agreement
                or any
                other documents referred to therein, and (iii) the consummation of
                the
                Exchange Offer or any of the other transactions contemplated by the
                Restructuring Support Agreement.”





3.  Effectiveness .
      This
      Amendment shall be deemed effective as of the date first above written, as
      if
      executed on such date. Except as expressly set forth herein, this Amendment
      shall not by implication or otherwise alter, modify, amend or in any way affect
      any of the terms, conditions, obligations, covenants or agreements contained
      in
      the Rights Agreement, all of which are ratified and affirmed in all respects
      and
      shall continue in full force and effect and shall be otherwise
      unaffected.





4.  Governing
      Law .
      This
      Amendment shall be deemed to be a contract made under the laws of the State
      of
      Delaware and for all purposes shall be governed by and construed in accordance
      with the laws of such state applicable to contracts to be made and performed
      entirely within such state.





5.  Counterparts .
      This
      Amendment may be executed in any number of counterparts, each of which shall
      for
      all purposes be deemed an original, and all of which together shall constitute
      but one and the same instrument.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]




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IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
      Shareholder Rights Agreement to be duly executed as of the day and year first
      above written.




DOV
                PHARMACEUTICAL, INC.By:
            /s/ Barbara
              DuncanBarbara
                DuncanPresident
              and
              Chief Financial Officer


CONTINENTAL
                STOCK TRANSFER & TRUST CO.,as
                Rights AgentBy:
            /s/ Felix
              OrihuelaName:
                Felix OrihuelaTitle:
                Vice President




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