**Exhibit 10.58**


*****Text
      Omitted and Filed Separately with the Securities and
      Exchange**


**Commission.
      Confidential Treatment Requested Under**


**17
      C.F.R. Sections 200.80(b)(4) and 240.24b-2**





**AMENDMENT**





**AMENDMENT** dated
      October 29, 2007 to the Sublicense and Development Agreement dated
      June 30, 1998 (the “Sublicense Agreement”) by and between DOV
      Pharmaceutical, Inc. 150 Pierce St., Somerset, NJ 08873 (“DOV”) and Neurocrine
      Biosciences, Inc., 12790 El Camino Real, San Diego, California 92130
      (“Neurocrine”).





**WHEREAS** ,
      DOV and
      Neurocrine have entered into a Consent and Agreement dated December 13,
      2002 (“2002 Agreement”) pursuant to which certain provisions of the Sublicense
      Agreement were amended.





**WHEREAS** ,
      DOV and
      Neurocrine entered into a Consent Agreement and Amendment dated
      February 25, 2004 (“2004 Agreement”) pursuant to which certain provisions
      of the Sublicense Agreement were amended.





**WHEREAS** ,
      DOV and
      Neurocrine would now like to amend the Sublicense Agreement as amended by the
      2002 Agreement and the 2004 Agreement (the “Amended Sublicense Agreement”) and
      the 2002 Agreement and 2004 Agreement.





**NOW,
      THEREFORE** ,
      in
      consideration of the foregoing premises and the promises, mutual covenants
      and
      obligations set forth below, the parties agree as follows:





**1.
      Amendment of Section 3.1 of 2002 Agreement.** Section 3.1
      of the 2002 Agreement is hereby revised to delete the following
      sentence:


“Any
      such
      sublicense shall require the prior written approval of each of DOV and
      ACY...(each an “Approved Sublicensee”).


In
      place
      of the deleted sentence the following shall be added:


“Each
      sublicensee of Neurocrine shall be deemed an approved sublicensee (each an
      “Approved Sublicensee”).”





**2.
      Amendment of Section 4.2 of the Sublicense Agreement and Section 3.3
      of the 2004 Agreement.** (a) Section 4.2
      of the Sublicense Agreement is hereby amended to delete the following
      milestone:


“U.S.
      $3,000,000 upon regulatory approval for the marketing of the Marketed Product
      within either the United States, Japan or within the EU.”


The
      following new milestone is hereby added.


“U.S.
      $2,000,000 on November 1, 2007. U.S. $1,000,000 upon the regulatory
      approval for the marketing of the Marketed Product within either the United
      States, Japan or within the EU.




1


*****Text
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      Exchange**


**Commission.
      Confidential Treatment Requested Under**


**17
      C.F.R. Sections 200.80(b)(4) and 240.24b-2**





(b) Section 3.3
      of the 2004 Agreement (amending Section 6.2 of the License Agreement, as
      amended and supplemented in full) is hereby amended to delete the
      following:


“U.S.
      $1,500,000 upon regulatory approval for the marketing of the Marketed Product
      within either the United States, Japan or within the EU.”


The
      following new milestone is hereby added.


“U.S.
      $1,000,000 on November 1, 2007. U.S. $500,000 upon the regulatory approval
      for the marketing of the Marketed Product within either the United States,
      Japan
      or within the EU”


The
      parties acknowledge that pursuant to the 2004 Agreement, all payments by
      Neurocrine to DOV under clause (a) are net of payments set forth in such
      Section 3.3 of the 2004 Agreement. For clarity, such U.S. $2,000,000 clause
      (a) payment is hereby owed and accrued to DOV and due and payable, is not
      contingent on any event, and is payable without any set-off, credit or deduction
      (other than the one million dollar $1,000,000 payment to Neurocrine set forth
      in
      such Section 3.3 of the 2004 Agreement).





**3.
      Royalty Prepayment.**


(a) Definitions .
      Capitalized terms used herein and not otherwise defined will have the definition
      set forth in the Amended Sublicense Agreement.


“FDA
      Approval” shall mean approval by the United States Food and Drug Administration
      of the NDA for IR Product originally filed with the FDA on June 12, 2007
      with [...***...].


“First
      Commercial Sale” shall mean with respect to the IR Product, after it is
      approved, commercial sale by Neurocrine, any of its Affiliates and/or its
      sublicensees of the IR Product in its commercial form to a third party in
      exchange for cash or some equivalent to which value can be assigned. Transfer
      of
      IR Product between or among Neurocrine, its Affiliates and sublicensees will
      not
      constitute commercial sales.


“Indiplon”
      shall mean
      N-methyl-N-(3-{3-[2-thienylcarbonyl]-pyrazolo-[1,5-a]-pyrimidin-7-yl}phenyl)
      acetamide.


“IR
      Product” shall mean the immediate release capsule of Indiplon.


[...***...]


“U.S.
      Sublicense” shall mean Neurocrine shall have entered into an effective agreement
      providing for a sublicense of any of Indiplon development and commercialization
      rights under the Amended Sublicense Agreement in the United States territory
      with a biotechnology or pharmaceutical company.


***
      Confidential Treatment Requested





2




*****Text
      Omitted and Filed Separately with the Securities and
      Exchange**


**Commission.
      Confidential Treatment Requested Under**


**17
      C.F.R. Sections 200.80(b)(4) and 240.24b-2**




(b) Royalty
      Prepayment .
      Upon
      DOV’s election, Neurocrine will pay DOV [...***...] as a prepayment (“Royalty
      Prepayment”) of the royalty payable to DOV pursuant to the Amended Sublicense
      Agreement, this Amendment, the 2002 Agreement and the 2004 Agreement (the
“Royalty”), as provided below. Each Prepayment will be at DOV’s option upon each
      of the first and second occurrence of the events set forth below
      (“Events”).




Events
            
            
            
            Royalty
                Prepayment to DOVFirst
                to occur
            
            Any
                of:(i)
                FDA Approval,(ii)
                US Sublicense, or(iii)
                First Commercial Sale
            
            [...***...]Second
                to occur
            
            Any
                of:(i)
                FDA Approval,(ii)
                US Sublicense, or(iii)
                First Commercial Sale
            
            [...***...]


DOV
      may
      elect to receive each Royalty Prepayment upon written notice to Neurocrine
      within thirty (30) days of the specified first to occur and second to occur
      Event, in which case Neurocrine shall wire the Royalty Prepayment to an account
      designated by DOV within five(5) business days, without any set-off, credit
      or
      deduction. Upon expiration of this thirty (30) day period, the option to
      receive the Royalty Prepayment will lapse and DOV will have deemed to waive
      their right to receive any future Royalty Prepayments; provided that such 30-day
      period will not lapse until thirty (30) days after Neurocrine has notified
      DOV
      in writing of the occurrence of an Event. If a Royalty Prepayment is made to
      DOV
      such Royalty Prepayment would be non-refundable to Neurocrine; the parties
      acknowledge and agree that the only obligation to repay any Royalty Prepayment
      will be from the Royalty otherwise payable to DOV under the Amended Sublicense
      Agreement, this Amendment, the 2002 Agreement and the 2004 Agreement, and that
      if any such Royalty Prepayment is not fully repaid by the Royalty for whatever
      reason, there will be no obligation to repay same. DOV acknowledges that this
      Royalty Prepayment is potentially for multiple years of Royalty that would
      otherwise be payable to DOV.


DOV
      further agrees that the Royalty to be credited against the Royalty Prepayment
      will be discounted at a [...***...] Royalty Prepayment until such time as the
      first Royalty Prepayment balance is zero.




In
      the
      event of a second [...***...] Royalty Prepayment, the Royalty to be credited
      against the Royalty Prepayment will be discounted at a [...***...] Royalty
      Prepayment until such time as the second Royalty Prepayment balance is
      zero.





In
      the
      event that [...***...] Royalty Prepayments are made, the Royalty credited
      against the first Royalty Prepayment will be exhausted [...***...] prior to
      crediting of Royalties


***
      Confidential Treatment Requested





3




*****Text
      Omitted and Filed Separately with the Securities and
      Exchange**


**Commission.
      Confidential Treatment Requested Under**


**17
      C.F.R. Sections 200.80(b)(4) and 240.24b-2**




against
      the second Royalty Prepayment [...***...]. The actual Royalty earned for each
      quarterly period will not be paid to DOV, but instead will be credited against
      the unused balance of the Royalty Prepayment until such time that the balance
      of
      the Royalty Prepayment is reduced to zero. At the point the Royalty Prepayment
      is reduced to zero, cash Royalty payments to DOV will commence as described
      in
      the Amended Sublicense Agreement.





For
      clarity an example is provided on Exhibit A.





Neurocrine
      hereby represents and warrants to DOV that the NDA presently under examination
      by the FDA was filed on June 12, 2007, is for immediate release capsule of
      Indiplon, [...***...].





**4.
      Royalty Sale.** Neurocrine
      will, and hereby does upon DOV’s notice and request, permit DOV (i) to
      assign the Royalty and audit rights (Section 5.5) under the Amended
      Sublicense Agreement, this Amendment, the 2002 Agreement and the 2004 Agreement,
      (ii) to share the Royalty reports delivered thereunder pursuant to
      commercially reasonable confidentiality provisions, and (iii) to direct
      payment of the Royalty to any third party (including a financial institution
      as
      part of a “lock-box” arrangement), optionally on an irrevocable basis, all of
      the foregoing
      in connection with a monetization of the Royalty by DOV. Neurocrine will confirm
      same in connection with any such monetization at DOV’s request. Otherwise, all
      other rights under the Amended Sublicense Agreement will be assignable only
      in
      compliance with such Section 11 and elsewhere thereunder.





**5.
      Miscellaneous** .


**a.
      Counterparts** .
      This
      Amendment may be executed in any number of counterparts each of which shall
      be
      original and all originals of which shall be deemed a single
      instrument.


**b.
      Governing Law** .
      This
      Amendment will be governed and construed by the substantive laws of the State
      of
      New York.


**c.
      Rights of Approved Sublicensees** .
      The
      parties hereby agree that the Approved Sublicensees (as such definition is
      amended hereunder) have the rights specified under Section 4.7 of the 2002
      Agreement.


**d.
      Entire Agreement** .
      The
      Amended Sublicense Agreement, this Amendment, the 2002 Agreement and the 2004
      Agreement are the full understanding of the parties with respect to the subject
      matter hereof. Each party confirms, to its knowledge as of the date first
      written above, that the other party is not in default of any such agreements,
      and that such party does not have any damages claims against such other party
      hereunder or thereunder.




**IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
      by
      their duly authorized representatives.**




4


*****Text
      Omitted and Filed Separately with the Securities and
      Exchange**


**Commission.
      Confidential Treatment Requested Under**


**17
      C.F.R. Sections 200.80(b)(4) and 240.24b-2**




**NEUROCRINE
                BIOSCIENCES, INC.**/s/
                Gary A. LyonsBy:
                Gary A. LyonsTitle:
                President and Chief Executive Officer**DOV
                PHARMACEUTICAL, INC.**/s/
                Barbara DuncanBy:
                Barbara DuncanTitle:
                Chief Executive Officer




5




*****Text
      Omitted and Filed Separately with the Securities and
      Exchange**


**Commission.
      Confidential Treatment Requested Under**


**17
      C.F.R. Sections 200.80(b)(4) and 240.24b-2**


EXHIBIT
      A











[...***...]























***
      Confidential Treatment Requested




6