**Exhibit
      10.44**





**SIXTH
      AMENDMENT TO LEASE**





**THIS
      SIXTH AMENDMENT** ("the
      Amendment") made as of July 6, 2005, by and between **MSNW
      CONTINENTAL ASSOCIATES, LLC** ,
      a
      Delaware limited liability company with an office at 67 Park Place East,
      8 th Floor,
      Morristown, New Jersey 07960 (" **Lessor** ")
      and **DOV
      PHARMACEUTICAL, INC.** ,
      a
      Delaware corporation, located at 433 Hackensack Avenue, Hackensack, New Jersey
      07601 (" **Lessee** ").





WITNESSETH:





**WHEREAS** ,
      Lessor’s predecessor-in-interest and Lessee entered into a lease dated May 24,
      1999, as modified by a First Amendment to Lease dated July 31, 2000 (the
“ **First
      Amendment** ”)
      a
      Second Amendment to lease dated July 30, 2002 (the “ **Second
      Amendment** ”),
      a
      Third Amendment to lease dated February 12, 2003 (the “ **Third
      Amendment** ”),
      a
      Fourth Amendment to lease dated March ___, 2004 (the “ **Fourth
      Amendment** ”),
      and a
      Fifth Amendment to Lease dated November 15, 2004 (the “ **Fifth
      Amendment** ”)
      (the
      lease, as amended by the First Amendment, the Second Amendment, the Third
      Amendment, the Fourth Amendment and the Fifth Amendment is hereinafter referred
      to as the “ **Lease** ”),
      whereby Lessee is currently in possession of two separate premises on the lobby
      level, one containing approximately 7,185 gross rentable square feet of space
      and the other containing approximately 4,420 gross rentable square feet of
      space
      respectively (the “ **Lobby
      Premises** ”),
      approximately 4,099 gross rentable square feet on the twelfth (12 th) floor
      (the “ **12** **th** **Floor Premises** ”)
      and
      two separate premises on the sixth (6 th )
      floor,
      one containing approximately 1,951 gross rentable square feet of space and
      the
      other containing approximately 1,330 rentable square feet of space respectively
      (collectively, the “ **6** **th** **Floor Premises** ”)
      (the
      12 th Floor
      Premises and the 6 th Floor
      Premises are collectively referred to herein as the " **Surrender
      Premises** ")
      in the
      building known as 433 Hackensack Avenue, Hackensack, New Jersey (the
      " **Building** ");
      and





**WHEREAS** ,
      Lessee
      desires to surrender to Lessor, as of the Surrender Date (as hereinafter
      defined), the Surrender Premises and relocate to other premises within the
      building known as 411 Hackensack Avenue, Hackensack, New Jersey (the
“ **411
      Building** ”);
      and





**WHEREAS** ,
      the
      parties hereto desire to amend the Lease in accordance with this
      Amendment.





**NOW,
      THEREFORE** ,
      Lessor
      and Lessee agree as follows:





1.  For
      purposes of this Amendment, capitalized terms have the meanings ascribed to
      them
      in the Lease unless otherwise defined herein.





2.  Lessor
      and Lessee hereby acknowledge and agree that, subject to paragraph 9 of the
      Fifth Amendment, the Termination Date of the Lease, as amended by this
      Amendment, is June 30, 2008.








3.  For
      purposes of this Amendment, the "Surrender Date" shall be 11:59 p.m. on the
      day
      immediately preceding the Effective Date (as hereinafter defined).





4.  Effective
      as of the Surrender Date, Lessee hereby surrenders to Lessor all of its right,
      title and interest under the Lease in and to the Surrender Premises, it being
      understood and agreed that all of Lessee's estate under the Lease in and to
      the
      Surrender Premises shall be wholly terminated and extinguished as of the
      Surrender Date; and Lessor hereby accepts from Lessee as of the Surrender Date,
      such surrender of all of Lessee's right, title and interest under the Lease
      in
      and to the Surrender Premises.





5.  Lessee
      hereby agrees that effective as of the Surrender Date, the Surrender Premises
      shall be surrendered to Lessor, broom clean, vacant, unleased and free and
      clear
      of all rights of occupancy by others, and in the condition required by the
      Lease. Lessee represents and covenants to Lessor that nothing has been done
      or
      suffered and nothing will be done or suffered whereby the estate of Lessee
      in
      and to the Surrender Premises or any portion thereof, has been or will be
      encumbered in any way whatsoever; that Lessee has the legal right to surrender
      same; and that no one other than Lessee, has acquired or will acquire by,
      through or under Lessee, any right, title or interest in or to the Surrender
      Premises or any portion thereof.





Notwithstanding
      any provisions of this Amendment to the contrary, Lessee agrees that Lessee
      shall remain liable for the payment of Fixed Basic Rent and Additional Rent
      relating to the Surrender Premises, including any retroactive adjustments or
      escalation charges thereto which may be payable pursuant to the terms and
      provisions of the Lease, on account of the Surrender Premises for the period
      up
      to and including the Surrender Date. Effective as of the Surrender Date,
      provided Lessee complies with the obligations set forth in the first
      subparagraph of this Section 5 and subject to it’s continuing obligations set
      forth in the second subparagraph of this Section 5, Lessee shall be released
      from all other obligations with respect to the Surrender Space.





6.  Effective
      as of June 15, 2005 (the " **Effective
      Date** ")
      Lessee
      shall lease from Lessor 16,264 gross rentable square feet on the ninth
      (9 th) floor
      (the " **Expansion
      Premises** ")
      in the
      411 Building which Expansion Premises are shown on Exhibit
      A annexed
      hereto and made a part hereof. Reference Page Paragraphs (5) and (7) of the
      Lease shall be deemed modified accordingly.





7.  From
      and
      after the Effective Date, the following shall apply with respect to the
      Expansion Premises:





(a)  Paragraph
      (8) of the Reference page (“Electric Rent Inclusion Factor”) shall be deemed
      deleted and replaced as follows:





(8)
      Lessee Electric: Twenty-Four Thousand Three Hundred Ninety-Six and 00/100
      Dollars ($24,396.00) per year, which shall be payable in addition to (and not
      included in) Annual Fixed Basic Rent.





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(b)  Any
      and
      all references in the Lease to “Electric Rent Inclusion Factor” shall be
      replaced by “Lessee Electric”. All references to increasing or decreasing the
      Term Fixed Basic Rent as a result of changes in the Electric Rent Inclusion
      Factor shall be changed to refer to increasing or decreasing the Lessee
      Electric. No change in the method of measuring Lessee’s electrical consumption,
      as a result of Lessor no longer redistributing electricity to the Premises,
      as
      provided in Paragraph 24(E), separately metering electrical consumption, as
      provided in Paragraph 24(J), or any other provision in the Lease, shall affect
      Term Fixed Basic Rent or Monthly Fixed Basic Rent, but may affect the amount
      of
      Lessee Electric. Lessee Electric shall be paid in monthly installments of Two
      Thousand Thirty-Three and 00/100 Dollars ($2,033.00), at the same time and
      in
      the manner as Monthly Fixed Basic Rent. Lessee Electric is an estimated amount
      subject to adjustment as provided in Paragraph 24(B) of the Lease. Paragraphs
      24(B)(iii) and (iv) of the Lease shall be deleted and replaced as
      follows:





(iii)  Lessee
      agrees that an independent electrical engineering consultant selected by Lessor
      shall from time to time make a survey of the electric power demand of the
      electric lighting fixtures and the electric equipment of Lessee used in the
      Premises to determine the average monthly electric consumption thereof, said
      survey to be at Lessee’s expense. Lessor reserves the right to estimate Lessee’s
      electric consumption until such a survey is made. The estimate will be based
      on
      One and 50/100 Dollars ($1.50) per square foot per year of the rentable area
      of
      the Expansion Premises and Lessee agrees to pay Lessor Twenty-Four Thousand
      Three Hundred Ninety-Six and 00/100 Dollars ($24,396.00) per year (“ **Lessee
      Electric** ”),
      payable in equal monthly installments of Two Thousand Thirty-Three and 00/100
      Dollars ($2,033.00) per month as Additional Rent. Lessee Electric is not
      included in Annual Fixed Basic Rent. The aforesaid survey shall take into
      account, among other things, any special electrical requirements of the Lessee
      and use by Lessee of electrical energy at times other than during Building
      Hours
      on Business Days. Unless objected to by Lessee in accordance with the terms
      and
      conditions of paragraph 24(B) of the Lease, the finding of such engineer or
      consultant as to the proper Lessee Electric based on such average monthly
      electric consumption shall be conclusive and the Lessee Electric shall be
      revised to twelve (12) times the average monthly electric determined by the
      survey, effective as of the first day of the month following the month in which
      the survey is completed;





(iv)  If
      the
      Electric Rates (as hereafter defined) on which the initial determination of
      the
      consultant was based shall be increased or decreased, than the Lessee Electric
      shall be increased or decreased in the amount equal to the change in Lessor’s
      cost of supplying electrical current to the Premises resulting from such rate
      change, retroactive if necessary, to the date of such increase or decrease
      in
      such Electric Rates.





(c)  Paragraph
      22 of the Lease shall be amended to provide that Lessee shall pay the sum of
      One
      Hundred and 00/100 dollars ($100.00) per hour for use of HVAC beyond Building
      Hours, plus the additional percentage increase over the Base Utility Rate as
      set
      forth in the Lease. In no event shall Lessee pay less than the sum of $100.00
      per hour for such overtime use.





(d)  Paragraph
      (12) of the Reference Page is hereby amended in its entirety to read as
      follows:





3


(12)  A
      total
      of 64 spaces, of which 24 shall be in the covered parking area described in
      Section 38 below.





(e)  Lessee’s
      Percentage is 2.76% and Paragraph 10 of the Reference Page shall be amended
      accordingly.





(f)  Term
      Fixed Basic Rent shall be payable in advance on the first day of each month
      of
      the Term as follows:




Period
              Annual
                  Fixed Basic Rent
              Monthly
                  Fixed Basic RentJune
                  15, 2005 -
                June
                  30, 2006
              $439,128.00
              $36,594.00July
                  1, 2006-
                June
                  30-2007
              $447,260.00
              $37,271.67July
                  1, 2007-
                June
                  30, 2008
              $455,392.00
              $37,949.33





Reference
      Page Section (9) of the Lease shall be deemed amended accordingly.





(g)  The
      Base
      Year for all Base Period Costs shall be calendar year 2005, and Reference Page
      Sections 2(A), (B) and (C) of the Lease shall be deemed amended
      accordingly.





8.  From
      and
      after the Effective Date, the following shall apply with respect to the Lobby
      Premises:





(a)  Paragraph
      (8) of the Reference page (“Electric Rent Inclusion Factor”) shall be deemed
      deleted and replaced as follows:





(8)
      Lessee Electric: Seventeen Thousand Four Hundred Seven and 50/100 Dollars
      ($17,407.50) per year, which shall be payable in addition to (and not included
      in) Annual Fixed Basic Rent.





(b)  Any
      and
      all references in the Lease to “Electric Rent Inclusion Factor” shall be
      replaced by “Lessee Electric”. All references to increasing or decreasing the
      Term Fixed Basic Rent as a result of changes in the Electric Rent Inclusion
      Factor shall be changed to refer to increasing or decreasing the Lessee
      Electric. No change in the method of measuring Lessee’s electrical consumption,
      as a result of Lessor no longer redistributing electricity to the Premises,
      as
      provided in Paragraph 24(E), separately metering electrical consumption, as
      provided in Paragraph 24(J), or any other provision in the Lease, shall affect
      Term Fixed Basic Rent or Monthly Fixed Basic Rent, but may affect the amount
      of
      Lessee Electric. Lessee Electric shall be paid in monthly installments of One
      Thousand Four Hundred Fifty and 63/100 Dollars ($1,450.63), at the same time
      and
      in the manner as Monthly Fixed Basic Rent. Lessee Electric is an estimated
      amount subject to adjustment as provided in Paragraph 24(B) of the Lease.
      Paragraphs 24(B)(iii) and (iv) of the Lease shall be deleted and replaced as
      follows:





4


(iii)  Lessee
      agrees that an independent electrical engineering consultant selected by Lessor
      shall from time to time make a survey of the electric power demand of the
      electric lighting fixtures and the electric equipment of Lessee used in the
      Lobby Premises to determine the average monthly electric consumption thereof,
      said survey to be at Lessee’s expense. Lessor reserves the right to estimate
      Lessee’s electric consumption until such a survey is made. The estimate will be
      based on One and 50/100 Dollars ($1.50) per square foot per year of the rentable
      area of the Premises and Lessee agrees to pay Lessor Seventeen Thousand Four
      Hundred Seven and 50/100 Dollars ($17,407.50) per year (“ **Lessee
      Electric** ”),
      payable in equal monthly installments of One Thousand Four Hundred Fifty and
      63/100 Dollars ($1,450.63) per month as Additional Rent. Lessee Electric is
      not
      included in Annual Fixed Basic Rent. The aforesaid survey shall take into
      account, among other things, any special electrical requirements of the Lessee
      and use by Lessee of electrical energy at times other than during Building
      Hours
      on Business Days. The finding of such engineer or consultant as to the proper
      Lessee Electric based on such average monthly electric consumption shall be
      conclusive and the Lessee Electric shall be revised to twelve (12) times the
      average monthly electric determined by the survey, effective as of the first
      day
      of the month following the month in which the survey is completed;





(iv)  If
      the
      Electric Rates (as hereafter defined) on which the initial determination of
      the
      consultant was based shall be increased or decreased, than the Lessee Electric
      shall be increased or decreased in the amount equal to the change in Lessor’s
      cost of supplying electrical current to the Premises resulting from such rate
      change, retroactive if necessary, to the date of such increase or decrease
      in
      such Electric Rates.





(c)  Paragraph
      22 of the Lease shall be amended to provide that Lessee shall pay the sum of
      One
      Hundred and 00/100 dollars ($100.00) per hour for use of HVAC beyond Building
      Hours, plus the additional percentage increase over the Base Utility Rate as
      set
      forth in the Lease. In no event shall Lessee pay less than the sum of $100.00
      per hour for such overtime use.





(d)  Paragraph
      (12) of the Reference Page is hereby amended in its entirety to read as
      follows:





(12)  A
      total
      of 46 spaces, of which 33 shall be in the covered parking area described in
      Section 38 below.





(e)  Lessee’s
      Percentage is 2.0% and Paragraph 10 of the Reference Page shall be amended
      accordingly.





(f)  Term
      Fixed Basic Rent shall be payable in advance on the first day of each month
      of
      the Term as follows:





5




Period
              Annual
                  Fixed Basic Rent
              Monthly
                  Fixed Basic RentJune
                  15, 2005 -
                June
                  30, 2006
              $313,335.00
              $26,111.25July
                  1, 2006-
                June
                  30-2007
              $319,137.50
              $26,594.79July
                  1, 2007-
                June
                  30, 2008
              $324,940.00
              $27,078.33





Reference
      Page Section (9) of the Lease shall be deemed amended accordingly.




9.  Lessee
      has inspected the Relocated Premises and Relocated Building, and is thoroughly
      acquainted with their respective conditions and agrees to take same "AS IS".
      Lessee acknowledges that the taking of the Relocated Premises by Lessee shall
      be
      conclusive evidence that the Relocated Premises and the Relocated Building
      were
      in good and satisfactory condition at the time possession of the Relocated
      Premises were so taken.





10.  Lessee
      represents and warrants to the Lessor that Lessee has not dealt with any broker
      in bringing about this Amendment other than GVA Williams. Lessee agrees to
      indemnify and hold Lessor harmless from any and all claims of any broker and
      expenses in connection therewith arising out of or in connection with the
      negotiation of or the entering into this Amendment by Lessor and Lessee.





11.  Lessee
      represents, warrants and covenants that, to the best of Lessee’s knowledge,
      Lessor is not in default under any of its obligations under the Lease and that,
      to the best of Lessee's knowledge, Lessee is not in default of any of its
      obligations under the Lease, and no event has occurred which, with the passage
      of time or the giving of notice, or both, would constitute a default by either
      Lessor or Lessee thereunder.





12.  Paragraph
      44 of the Lease is amended to provide the following addresses for notices to
      Lessor:





MSNW
      Continental Associates, LLC


411
      Hackensack Avenue


Hackensack,
      New Jersey 07601


Attention:
      Property Manager





6


with
      copies to:   MSNW
      Continental Associates, LLC


c/o
      Normandy Real Estate Management, LLC


1776
      On
      the Green




67
      Park
      Place East, 8 th Floor


Morristown,
      New Jersey 07960


Attention:
      General Counsel








13.  Except
      as
      modified by this Amendment, the Lease and all the covenants, agreements, terms,
      provisions and conditions thereof (including, without limitation, paragraph
      9 of
      the Fifth Amendment) shall remain in full force and effect and are hereby
      ratified and affirmed.





14.  The
      covenants, agreements, terms, provisions and conditions contained in this
      Amendment shall bind and inure to the benefit of the parties hereto and their
      respective successors and except as otherwise provided in the Lease as modified
      by this Amendment, their respective assigns. In the event of any conflict
      between the terms contained in this Amendment and the Lease, the terms herein
      shall supersede and control the obligations and liabilities of the
      parties.





15.
      The
      submission of this Amendment for examination does not constitute a reservation
      of, or option for, the Premises, and this Amendment becomes effective only
      upon
      execution and delivery thereof by Lessor and Lessee.







[Signature
      Page to Follow]





7





**IN
      WITNESS WHEREOF** ,
      Lessor
      and Lessee have executed this Amendment as of the date and year first above
      written, and acknowledge to each other that they possess the requisite authority
      to enter into this transaction and to sign this Amendment.








**ATTEST:**
              
              
              
              
              By: ________________
              Name:
                ______________
              Title:
                _______________
              
              
              **WITNESS:**
              
              
              
              
              
              
              
              
              
              
              
              By:/s/
                Susan M. Gately
              Name:Susan
                M. Gately
              Title:VP
                of Finance
            **LESSEE:**
              
              DOV
                PHARMACEUTICAL, INC.
              
              
              By:/s/
                Arnold Lippa
              Name:Arnold
                Lippa
              Its:Chief
                Executive Officer
              
              
              **LESSOR:**
              
              MSNW
                CONTINENTAL ASSOCIATES, LLC, a Delaware limited liability
                company
              
              BY:MSNW
                CONTINENTAL ACQUISITION, LLC, a Delaware limited liability company,
                its
                sole member
              
              BY:NORMANDY
                CONTINENTAL ADMINISTRATOR II, LLC, a Delaware limited liability company,
                its Administrator
              
              
              BY:/s/
                Frank Mancini
              Frank Mancini
              Vice
                President




8


**EXHIBIT
      A**





**EXPANSION
      PREMISES**








9