Exhibit 10.33

EMPLOYMENT
AGREEMENT dated as of July 30, 2001, between Barbara Duncan (the "Executive") and DOV Pharmaceutical, Inc., a New Jersey corporation (the "Company"). This
employment agreement will be rescinded should the Company not close on its contemplated Series D Convertible Preferred Stock financing before September 30, 2001.

WHEREAS,
the Company and the Executive desire to enter into this Employment Agreement to assure the Company of the continued advice regarding its business plan and, once her employment
commences, continued services of the Executive and to set forth the duties and compensation of the Executive, all upon the terms and conditions hereinafter set forth;

NOW,
THEREFORE, in consideration of the agreements and covenants contained herein, the Executive and the Company hereby agree as follows:

ARTICLE I    Employment

Section 1.01.Term.The initial term of this Employment Agreement shall commence on the date the
Executive reports for full-time duty, which shall be no later than September 30, 2001, and, unless sooner terminated pursuant to Article III hereof, shall terminate on the
date that is three years thereafter (the "Initial Employment Period"). Unless sooner terminated pursuant to Article III, the parties may By written agreement renew this Employment Agreement for
one year (each such one-year period hereinafter referred to as a "Renewal Period"; the Initial Employment Period and all Renewal Periods hereinafter referred to as the "Employment
Period").

Section 1.02.Position.The Company shall employ the Executive and the Executive shall serve as
Vice-President for Finance and Chief Financial Officer during the Employment Period.

Section 1.03.Duties.(a) Subject to the responsibility vested in the Board of Directors of the
Company (the "Board") under the General Corporation Law of the State of New Jersey, the Executive shall have such responsibility and authority as are customarily possessed and exercisable by the
Vice-President for Finance and Chief Financial Officer of a corporation. The Executive shall also perform such other executive and administrative duties (not inconsistent with the position
of Vice-President for Finance and Chief Financial Officer) as the Executive may reasonably be expected to be capable of performing on behalf of the Company and any subsidiaries and
affiliates of the Company as may from time to time be authorized or directed by the Board.

(b)    During
the Employment Period, the Executive shall perform faithfully the duties covered by Section 1.02(a) to the best of her ability and devote her full business
time and attention to the Company's business and not engage in any other business activities except with the approval of the Board provided that he may subject to Section 4.01 invest in
companies not requiring her services and may subject to Section 1.03(a) devote reasonable time to charitable and civic affairs.

(c)    The
Company shall provide and pay for a standard errors and omissions policy insuring the Executive against liability arising out of the performance of her duties, and
shall indemnify and hold the Executive harmless from liability arising out of her services hereunder.

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ARTICLE II    Compensation

Section 2.01.Basic Compensation.As compensation for the Executive's services hereunder, the Company
shall pay to the Executive an annual salary of $225,000 (as adjusted, "Basic Compensation"), payable in
bi-weekly or monthly installments. The Basic Compensation may be increased in the discretion of the Board to cover annual cost-of-living increases.

Section 2.02.Incentive Compensation.(a) In addition to Basic Compensation, the Executive shall
together with other executive staff be considered at least annually for incentive compensation ("Incentive Compensation") upon recommendation by the Compensation Committee. Its recommendation shall
among other factors considered relevant take into account performance the Company, increase in value of the Company and the Executive's contribution thereto. Incentive Compensation shall be determined
in the discretion of the Board upon such recommendation.

(b)    Incentive
Compensation shall be paid to the Executive within 30 days after the Board's determination provided that the Company may determine to pay out Incentive
Compensation over a period not to exceed six months.

Section 2.03.Other Benefits.(a) During the Employment Period, the Company shall provide the
Executive and maintain on the Executive's behalf, or reimburse the Executive for carrying comprehensive medical insurance, disability insurance and life insurance of $250,000 on the life of the
Executive. In addition, the Executive shall have the right to participate in the Company's other programs for the benefit of employees in accordance with their terms and as the same may be amended
from time to time.

(b)    The
Executive shall be eligible to participate in the Company's stock option program. As of the date of this Agreement the Executive shall receive options to purchase
225,000 shares of the Company's common stock at a strike price of the lower of $6.50 per share or 65% of the price to be paid for the contemplated Series D Convertible Preferred Stock
financing, exercisable after they are vested and prior to ten years from the date hereof, with half of the options vesting after 18 months of full-time employment and the remainder
vesting ratably quarterly over the remaining 18 months subject to the Executive's commencement of full-time employment on or prior to September 30, 2001 except under certain
circumstances as outlined in (I), (ii) and (iii) below. The other terms of such options shall be governed by the Company's standard stock option agreement to be entered into upon
commencement thereof, which will incorporate the terms established by the Company's stock option plan if any adopted subsequent to the date hereof and prior to such commencement provided that
notwithstanding such stock option terms if any to be adopted to the contrary the Executive's options to the extent not vested shall vest upon a termination of employment or pursuant to
Section 3.01(d), or Section 3.03 or Section 3.04 but be exercisable during the post-employment period established by such terms to be adopted, provided that if the
Executive's termination of employment pursuant to Section 3.04 occurs following a change of control other than with Alkermes, Inc. or one of its subsidiaries within 6 months of
the date of this agreement only 20% of the options shall vest upon such termination.

(c)    The
Company shall pay to or on behalf of the Executive a monthly automobile allowance of $675.

(d)    The
Executive shall be entitled to six weeks of paid vacation in each calendar year. The Executive shall also be entitled to the same standard paid holidays given by the
Company to senior executives
generally, all as determined from time to time by the Board or appropriate committee thereof. Vacation time shall cumulate and carry forward from year to year provided that the Executive shall not be
entitled to more than ten weeks of vacation in any one year without the permission of the

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Compensation Committee and provided that the Executive shall coordinate her vacation schedule with the Chief Executive Officer and President.

(e)    The
Company shall reimburse the Executive for travel or other expenses or disbursements reasonably incurred or made by him in connection with the Company's business
during the Employment Period upon receipt of reasonable documentation thereof.

(f)    The
benefits set forth in this Section 2.03 shall be collectively referred to as the "Benefits."

ARTICLE III    Termination of Employment

Section 3.01.Termination of Employment by Company.

(a)    Except
as otherwise provided in this Article III and in Article IV, upon the occurrence of any of the following events, this Agreement and the rights and
obligations of the parties hereunder shall terminate:



(b)    In
the case of termination pursuant to Section 3.01(a)(i), the Company shall be obligated to pay the Executive and the Executive shall be entitled to receive, in
complete and total satisfaction of the obligations of the Company hereunder, an amount equal to Basic Compensation, Incentive Compensation and Benefits for the period commencing on the date of
termination and ending on the date that is nine months after the date of termination. Basic Compensation, Incentive Compensation and Benefits shall be paid in the manner and at the intervals provided
in Article II.

(c)    In
the case of termination pursuant to Section 3.01(a)(ii), the Company shall be obligated to pay the Executive and the Executive shall be entitled to receive, in
complete and total satisfaction of the obligations of the Company hereunder, an amount equal to Basic Compensation, Incentive Compensation and Benefits through the date of such termination.

(d)    In
the case of termination of the Executive by the Company other than pursuant to Section 3.01(a) or Section 3.02, the Company shall be obligated to pay
the Executive and the Executive shall be entitled to receive, in complete and total satisfaction of the obligations of the Company hereunder, an amount equal to Basic Compensation commencing on the
date of termination and ending on the date that is three years after commencement of employment hereunder. Basic Compensation shall be paid at the intervals set forth in Article II.

Section 3.02.Death.In the event of the death of the Executive during the Employment Period, the
Employment Period shall terminate on the date of death and the Executive's designated beneficiary or, if none, the Executive's estate shall be entitled to receive, in complete and total satisfaction
of the Company's obligations hereunder, Basic Compensation, Incentive Compensation and Benefits through such date of death and for a period of 90 days thereafter.

Section 3.03.Termination of Employment by the Executive.(a) If during the Employment Period
there should occur any of the following events (each of the following being an event giving the Executive the right to resign for "Good Reason"): (i) a change in the title and/or
responsibilities of the Executive, such that the Executive is no longer functionally the Vice-President for Finance and Chief Financial Officer of the Company and no longer has such
responsibilities and authorities as are customarily exercisable by the Vice-President for Finance and Chief Financial Officer of a corporation

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or (ii) a failure by the Company to provide the Executive with Basic Compensation, Incentive Compensation or Benefits, other than a failure that is not in bad faith and is remedied by the
Company within 15 days after receipt of notice thereof given by the Executive, or (iii) a breach by the Company of any of the material terms of this Agreement that is not remedied by the
Company within 15 days of notice thereof by the Executive, the Executive may elect to terminate her employment by notice to the Company (subject to Article IV). If the Executive
exercises such election, the Employment Period shall terminate effective upon the later to occur of (x) receipt of such notice by the Company and (y) expiration of the 15-day
period referred to in Section 3.03(a)(ii) or (iii).

(b)    If
the Executive exercises her election to terminate pursuant to Section 3.03(a), the Company shall be obligated to pay the Executive and the Executive shall be
entitled to receive, in complete and total satisfaction of the obligations of the Company hereunder, an amount equal to Basic Compensation for the period commencing on the date of such termination and
ending on the date that is three years after commencement of employment hereunder.

(c)    If
the Executive terminates this Employment Agreement for any reason other than those contained in Section 3.02 and Section 3.03(a), the rights and
obligations of the parties hereunder shall terminate immediately (except as otherwise provided in Article IV) and the Employment Period shall terminate immediately except that the Executive
shall be entitled to receive, in complete and total satisfaction of the obligations of the Company hereunder, the Executive's Basic Compensation, Incentive Compensation and Benefits through the date
of such termination.

Section 3.04.Change of Control.In the event the Executive terminates her employment within six months
following a Change of Control (as defined in Section 3.05), the Company shall be obligated to pay the Executive, and the Executive shall be entitled to receive in complete and total
satisfaction of the obligations of the Company hereunder, an amount equal to the Executive's Basic Compensation for the period commencing on the date of termination and ending on the date that is
three years after commencement of employment hereunder.

Section 3.05.Definitions of Certain Terms.(a) "Disability" shall mean any physical or mental
condition of the Executive that renders the Executive incapable of performing any substantial portion of the services contemplated hereby (as confirmed by competent medical evidence) and that has
continued for at least 90 consecutive business days in any 12-month period or a total of six months during any twelve month period.

(b)    The
following shall constitute conduct entitling the Company to terminate the Executive's employment for "Cause": (i) the Executive's willful refusal to perform
or substantial disregard of the Executive's duties to the Company that is not cured within ten days of written notice (specifying the failure) thereof from the Board, (ii) the commission by the
Executive of a willful and material breach of Article IV or (iii) the conviction of any felony by the Executive (or the equivalent thereof under the laws of any state). It shall be
presumed that any termination of the Executive by the Company is without Cause, and such presumption may only be overcome by clear and convincing evidence that the termination of the Executive's
employment can properly be construed as for Cause. If the issue of "Cause" is litigated in a proceeding in any court or through any means of alternative dispute resolution and such issue is resolved
in the Executive's favor, then the Company shall reimburse the Executive for all reasonable attorney's fees, costs and expenses incurred by the Executive in such proceeding.

(c)    "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 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 shall be deemed the"Company" for purposes of this Agreement), (ii) 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

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surviving corporation shall be deemed the"Company" for purposes of this Agreement) or (iii) a change in the Board such that at least two of Drs. Beer, Lippa and Horovitz or their designees or
replacements reasonably satisfactory to the Executive fail to remain on the Board.

ARTICLE IV    Non-Competition; Confidential Information and Ownership of Work Product

Section 4.01Non-Competition.(a) Subject to Sections 4.01(b) and 4.01(c), the
Executive shall not engage in any activities, whether as employer, proprietor, partner, stockholder (other than as the holder of less than 5% of the stock of a corporation listed on a national
securities exchange or in the National Association of Securities Dealers, Inc. Automated Quotation System (such a corporation being hereinafter referred to as a "Public Corporation")),
director, employee, consultant or otherwise, of any company with substantially the same business as or that competes directly with the Company in the United States during the following periods:



(b)    The
Executive shall not be deemed to be in breach of this Agreement by reason of services performed for a subsidiary or affiliate of the Company.

(c)    Notwithstanding
anything to the contrary contained herein, if the Company finds that the Executive has violated any covenants contained in Section 4.01, 4.02 or
4.03, the Company shall be obligated to pay any amounts due to the Executive ("Escrow Amount") to Goodwin, Procter & Hoar, as escrow agent ("Escrow Agent") at 599 Lexington Avenue, New York,
New York 10022. Escrow Agent shall hold the Escrow Amount in escrow until a court or agency legally empowered to enforce the covenants contained in Section 4.01, 4.02 and 4.03 reaches a final
determination whether the Executive has violated any such covenants or until mutually instructed by the parties. Escrow Agent shall disburse the Escrow Amount in accordance with such court or agency's
final determination or pursuant to such party instructions.

Section 4.02Non-Interference.During the Employment Period and the period of
non-competition as determined pursuant to Section 4.01(a), the Executive:

(a)    shall
not publicly disparage any of the products, services or actions of the Company or any of the Company's subsidiaries or affiliates; and

(b)    shall
not, whether for her own account or for the account of any other individual, partnership, firm, corporation or other business organization, solicit, endeavor to
entice away from the Company, or otherwise interfere with the relationship of the Company with any person or entity who is, or was within the then most recent 12-month period, a customer
or client of the Company.

Section 4.03.Trade Secrets.The Executive shall not, at any time during the Employment Period or
thereafter, use (except for the sole benefit of the Company, the Company's subsidiaries and affiliates) or, without the written consent of the Board, divulge to any person (other than, during the
Employment Period, an executive of the Company or any of the Company's subsidiaries or other person to whom disclosure is reasonably necessary or appropriate or legally required in connection with the
Executive's duties hereunder) any trade secrets or other confidential information of the Company or any of its subsidiaries or affiliates, except to the extent that (a) such information becomes
a matter of public record, or is published in a newspaper, magazine or other periodical available to the general public, in each case, through no violation of this Agreement by the Executive or
(b) such disclosure is required by oral questions, interrogatories, requests for information or documents, subpoena, civil

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investigative demand or similar process provided that the Executive shall immediately notify the Company of the existence, terms and circumstances surrounding such a request so that they may seek an
appropriate protective order. When the Executive ceases to be employed by the Company, the Executive shall surrender to the Company all records and documents in any form obtained by him or entrusted
to him during the course of her employment hereunder (together with all copies thereof) that pertain to the business of the Company or its subsidiaries or affiliates or that were paid for by the
Company or any of the Company's subsidiaries or affiliates provided that the Executive may retain copies of such documents as may be necessary for the Executive's personal records for federal income
tax purposes or, with the approval of the Board, for other purposes relating to the Executive's legal affairs, which approval shall not be unreasonably withheld.

Section 4.04Ownership of Work Product.The Company shall own all right, title and interest in and to:
(i) all inventions, conceptions, ideas and other proprietary information developed, acquired or conceived of by or on behalf of Employee pertaining to the Employee's performance of services
under this Agreement; and (ii) all physical manifestations or embodiments of such inventions, conceptions, ideas and other proprietary information including, without limitation, all prototypes,
models, samples, information on computer memories, written data, notes, drawings, documents and copies thereof; in each of the foregoing cases including, without limitation, all patent rights,
patentable information, copyrights, copyrightable information, non-patentable and non-copyrightable information, manufacturing information, schematics, specifications,
inspection procedures and test procedures except such
information which (1) is evidenced by written documents as previously known by Employee and obtained outside of any prior contractual relationship with the Company, (2) is generally
available to the public, (3) is rightly obtained by Employee from a third party who is not under any obligation to the Company, or (4) is developed by Employee as freeware at no charge
to the Company.

Employee
hereby agrees to bring to the attention of the Company, without delay, all of the items described above, and Employee hereby assigns to the Company Employee's entire right,
title and interest in any and all such items. In connection with any such items, Employee agrees that, upon the Company's request, Employee will take such action in regard thereto as the Company may
direct to confirm and perfect the Company's entire right, title and interest in and to all such items, including, without limitation, executing a specific assignment of title to the Company, taking
such other action to secure a patent or copyright in the United States and foreign countries, and participating in any proceedings or litigation relative to any of the foregoing.

Section 4.04.Survival of Terms.The covenants contained in Sections 4.01, 4.02, 4.03 and 4.04 shall
survive the conclusion of the Executive's employment by the Company in accordance with their respective terms.

ARTICLE V    Miscellaneous

Section 5.01.Services as Officer or Director.During the Employment Period, the Executive shall, if
elected or appointed, serve as a director of the Company and as an officer and director of all current and future subsidiaries and affiliates of the Company without any additional compensation for
such services provided that the Executive shall be provided with reasonable and customary directors' and officers' liability insurance if any such corporation is or becomes publicly held and further
provided that the Company shall cause any such subsidiary and affiliate to save the Executive harmless from any and all liability arising out of the performance of the Executive's duties as director
and officer.

Section 5.02.Right to Change Business.This Employment Agreement and any rights or privileges granted to
the Executive hereunder shall not prevent the Company or any of the Company's

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subsidiaries from exercising its corporate powers to modify the business operations or activities of such entity.

Section 5.03.Notices.Any notice or request required or permitted to be given under this Employment
Agreement shall be sufficient if in writing and delivered personally or sent by registered mail, return receipt requested, to the addresses set forth below or to any other address designated by

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either party by notice similarly given. Such notice shall be deemed to have been given upon the personal delivery thereof or three days after the date of such mailing thereof, as the case may be.

| |  | If to the Executive, to:                                                                                
| |  | --------------------------------------------------------------------------------------------------------
| |  |                                                                                                         
| |  | c/o DOV Pharmaceutical, Inc.
633 Hackensack Avenue
Hackensack, New Jersey 07601                         
| |  |                                                                                                         
| |  | If to the Company, to:                                                                                  
| |  |                                                                                                         
| |  | DOV Pharmaceutical, Inc.
433 Hackensack Avenue
Hackensack, New Jersey 07601                             
| |  |                                                                                                         
| |  | With a copy to:                                                                                         
| |  |                                                                                                         
| |  | Goodwin, Procter & Hoar LLP
599 Lexington Avenue
New York, New York 10022
Attention: Robert Horton, Esq.

Section 5.04.Assignment and Succession.The Executive acknowledges that the
services to be rendered by him hereunder are unique and personal. Accordingly, the Executive may not assign any of her rights or delegate any of her duties or obligations under this Agreement. The
rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon its successors and assigns.

Section 5.05.Headings.The headings contained in this Agreement are for convenience of reference only
and shall not define or limit the provisions hereof.

Section 5.06.Applicable Law.This Agreement shall be interpreted in accordance with the laws of the
State of New Jersey, without regard to conflict of law rules. Each party hereby irrevocably consents and submits to the in personam jurisdiction of any court of general jurisdiction in the State of
New Jersey, which shall serve as the sole and exclusive forum in any suit, action or proceeding arising out of or in connection with this Agreement.

Section 5.07.Withholding Taxes.The Company may withhold from any amounts payable under this Agreement
such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulations.

Section 5.08.Entire Agreement; Amendments.This Agreement contains the entire understanding of the
parties hereto with regard to the subject matter contained herein, and supersedes all prior agreements or understandings between the parties hereto or any related parties. This Agreement may be
amended only pursuant to a writing signed by both parties hereto.

Section 5.09.Waivers.Any term or provisions of this Agreement may be waived, or the time for its
performance may be extended, by the party or parties entitled to the benefits thereof but only to the extent evidenced by a writing executed by such party. The failure of any party hereto to enforce
at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any
party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

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Section 5.10.Partial Invalidity.Each provision hereof shall be interpreted in such manner as to be
effective and valid under applicable law, but in case any one or more of the provisions contained herein shall for any reason be held to be unenforceable in any respect, such unenforceability shall
not affect any other provisions of this Agreement, and this Employment Agreement shall be construed as if such unenforceable provision or provisions had never been contained herein unless the deletion
of such provision or provisions would result in such a material change as to cause the remaining terms hereof to be unreasonable.

Section 5.11.Execution of Counterparts.This Agreement may be executed in one or more counterparts, each
of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of
the parties and delivered to the other.

IN
WITNESS WHEREOF the Company has caused this Agreement to be signed by its duly authorized officer and the Executive has signed this Agreement as of the day and year first above
written.

| |  | DOV Pharmaceutical, Inc.
| |  | ------------------------
| |  |                         
| |  | By:                     
| |  |                         
| |  |                         

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