**Exhibit
10.56**
  **FIFTH
AMENDMENT TO LEASE**
  **THIS
FIFTH AMENDMENT** (the
“ **Amendment** ”) made
as of November 15, 2004, by and between **MSNW
CONTINENTAL ASSOCIATES, LLC** , a
Delaware limited liability company, with an office at 67 Park Place East, 8th
Floor, Morristown, New Jersey 07960 (“ **Lessor** ”) as
successor-in-interest to Stellar Continental LLC, and **DOV
PHARMACEUTICAL, INC.** , a
Delaware corporation, located at 433 Hackensack Avenue, Hackensack, New Jersey
07601 (“ **Lessee** ”).
  **W
I T N E S S E T H** **:**
  **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** ”), and a
Fourth Amendment to Lease dated March 11, 2004 (the “ **Fourth
Amendment** ”, and
the lease, as amended by the First Amendment, the Second Amendment, the Third
Amendment and the Fourth Amendment is hereinafter referred to as, the
“ **Lease** ”)
whereby Lessee is currently in possession of 4,099 gross rentable square feet on
the twelfth (12 th ) floor,
and two separate premises on the lobby level, each containing approximately
7,185 gross rentable square feet of space and 4,420 rentable square feet of
space respectively (collectively, the “ **Existing
Premises** ”) in the
building known as 433 Hackensack Avenue, Hackensack, New Jersey (the
“ **Building** ”); and
  **WHEREAS,** Lessee
wishes to lease and hire from Lessor, additional space composed of two separate
premises on the sixth (6 th ) floor
each consisting of approximately 1,951 gross rentable square feet and 1,330
gross rentable square feet respectively (together, the “ **Additional
Space** ”), as
shown on Exhibit
A annexed
hereto and made a part hereof, and Lessor is willing to lease the Additional
Space to Lessee; and
  **WHEREAS,** Lessor
and Lessee further wish to extend the term of the Lease and amend the Lease in
accordance with, and subject to, the provisions of this Amendment.
  **NOW,
THEREFORE,** in
consideration of the sum of Ten ($10.00) Dollars and other good and valuable
consideration exchanged by Lessor and Lessee, the receipt and sufficiency of
which hereby expressly are acknowledged, it is AGREED:
  1. For the
purposes of this Amendment, words and phrases used herein with initial capital
case letters and not otherwise defined in this Amendment shall have the
respective meanings ascribed to them in the Lease.
  2. As of the
date hereof, the term “ **Electric
Rent Inclusion Factor** ” or
“ **ERIF** ” as
defined in Paragraph (8) of the Reference Page and as used throughout the Lease,
shall be known instead as “ **Lessee’s
Electric Charge** ”.
 
  
   3. Lessor
and Lessee hereby extend the term of the Lease, subject to the provisions of
Paragraphs 7, 8 and 9 below, to and including June 30, 2008, and Paragraphs (15)
and (16) of the Reference Page are hereby amended accordingly.
  4. From and
after the date hereof (the “ **Additional
Space Commencement Date** ”), with
respect to the Additional
Space only:
  (a)
    the
      Annual Fixed Basic Rent shall be $88,587.00 (exclusive of Lessee’s
      Electric Charge for the Additional Space, as described herein), and the
      Monthly Fixed Basic Rent shall be $7,382.25 commencing on the Additional
      Space Commencement Date and ending upon June 26, 2005 (at which point the
      rent for the Additional Space will be subject to the terms of the
      paragraph 8 below);
 
 (b)
    Lessee’s
      Percentage shall be 0.56%;
 
 (c)
    the
      Base Operating Costs, Base Real Estate Taxes and Base Utility and Energy
      Costs shall be those Costs incurred during “Calendar Year
      2005”;
 
 (d)
    Lessee’s
      Electric Charge shall be $4,921.50 per annum ($410.13 per month) during
      the Term, subject to the terms of Section 24 of the Lease;
    and
 
 (e)
    Lessee
      shall be entitled to thirteen (13) non-reserved parking spaces of which
      four (4) shall be in the covered garage.
 
 5. The
Additional Space is being leased in its "AS IS" condition as of the Additional
Space Commencement Date.
  6. Following
the Additional Space Commencement Date, and in conformance with the Rules and
Regulations of the Building, (i) Lessor will provide appropriate directory
listings in the main lobby and sixth (6 th ) floor
of the Building, and (ii) Lessee may, at Lessee’s sole cost and expense, place
Lessee’s name and/or logo upon Lessee’s entry doors, with Lessor’s reasonable
approval , except
that Lessee need not obtain Lessor’s approval if Lessee’s name and/or logo is
substantially the same as that which currently exists on the entry doors of the
Existing Premises.
  7. Commencing
on June 26, 2005 Paragraph (7) of the Reference Page will be deemed deleted in
its entirety and replaced with the following:
 
 **(1)**
    **Demised
      Premises:**An
      aggregate of approximately 18,985 rentable square feet of space,
      consisting of approximately (i) two separate premises on the lobby level
      each respectively containing approximately (a) 7,185 gross rentable square
      feet of space, and (b) 4,420 rentable square feet of space, (ii) two
      separate premises on the sixth (6th)
      floor each respectively containing approximately (a) 1,951 gross rentable
      square feet of space, and (b) 1,330 gross rentable square feet of space,
      and (iii) 4,099 gross rentable square feet of space on the twelfth
      (12th)
      floor of the Building as shown onExhibit
      Ahereto, which includes an allocable share of the Common Facilities as
      defined in Subsection 43(C).
 
 
 
 
 8. From and
after June 26, 2005, with respect to Annual Fixed Basic Rent for the Demised
Premises as defined in paragraph 7 above:
 
 (a)
    Lessee
      shall pay to Lessor Annual Fixed Basic Rent in the sum of $512,595.00
      (exclusive of Lessee’s Electric Charge for the Demised Premises, and the
      Monthly Fixed Basic Rent shall be $42,716.25) from June 27, 2005 through
      the last day of June 2006 (and a prorated portion thereof for any partial
      month);
 
 (b)
    Lessee
      shall pay to Lessor Annual Fixed Basic Rent in the sum of $522,087.50
      (exclusive of Lessee’s Electric Charge for the Demised Premises, and the
      Monthly Fixed Basic Rent shall be $43,507.29) from July 1, 2006 through
      the last day of June 2007;
 
 (c)
    Lessee
      shall pay to Lessor Annual Fixed Basic Rent in the sum of $531,580.00
      (exclusive of Lessee’s Electric Charge for the Demised Premises, and the
      Monthly Fixed Basic Rent shall be $44,298.33) from July 1, 2007 through
      the last day of June 2008;
 
 (d)
    Lessee’s
      Electric Charge shall be $28,477.50 per annum ($2,373.13 per month) during
      the Term, subject to the terms of Section 24 of the Lease;
 
 (e)
    Lessee’s
      Percentage shall be 3.23%;
      and
  (f)
    With
      regard ot the portion of the Demised Premises which constitutes the
      Additional Space as defined herein only, the Base Operating Costs, Base
      Real Estate Taxes and Base Utility and Energy Costs shall remain as those
      Costs incurred during “Calendar Year 2005”, as set forth in Paragraph 4(c)
      above.
 
 9. Notwithstanding
anything in this Agreement or the Lease to the contrary, Lessee has the option
to terminate this Lease at any time on or after January 1, 2006 by giving Lessor
six (6) months prior written notice setting forth the effective date of
termination (the “ **Early
Termination Date** ”), which
Early Termination Date shall only occur on the last day of a calendar month, and
provided, in consideration of such termination, Lessee pays to Lessor a sum
equal to (a) the difference between (i) the Annual Fixed Basic Rent actually
paid by Lessee for the Demised Premises from and after July 1, 2005 through and
including the Early Termination Date, and (ii) a pro rated amount equal to $28
per square foot per year times the square footage of the Demised Premises for
the period from and after July 1, 2005 through and including the Early
Termination Date, plus (b) the difference between (i) the Annual Fixed Basic
Rent actually paid by Lessee for the Additional Space from and after the
Additional Space Commencement Date through and including the June 30, 2005, and
(ii) a pro rated amount equal to $28 per square foot per year times the square
footage of the Additional Space for the period from and after the Additional
Space Commencement Date through and including June 30, 2005.
   
 
 
 10.  Section
45 of the Lease is herby deleted in its entirety and the following is
substituted therefor:
 
 **NOTICES.** Any
notice by either party to the other shall be in writing and shall be deemed to
have been duly given only if (a) delivered personally or (b) sent by registered
mail or certified mail in a postpaid envelope or by regulated carrier service
with return receipt or (c) sent by nationally recognized overnight courier
service such as Federal Express, addressed if to Lessee, at the above-described
Building, with a copy to Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP,
99 Wood Avenue South, Iselin, New Jersey 08830-2712, Attention: Martin E.
Dollinger, Esq.; if to Lessor, at Lessor's address as set forth above, with copy
to Meister Seelig & Fein LLP, Two Grand Central Tower, 140 East
45 th Street,
19 th Floor,
New York, New York 10017, Attention: Stephen B. Meister, Esq.; or to either at
such other address as Lessee or Lessor, respectively, may designate in writing.
Notice shall be deemed to have been duly given upon its receipt or rejection as
evidenced by a bill of lading or return receipt or upon delivery if personally
served.
 
 11.  Lessor
and Lessee each represent and warrant to the other that Cushman & Wakefield
of New Jersey, Inc. (“ **Broker** ”) is the
sole broker with whom Lessor and Lessee have dealt with in bringing about this
Amendment. Lessee and Lessor each agrees to hold the other harmless and
indemnify and defend the other from and against any and all loss, cost,
liability, damage and expense arising out of the inaccuracy of the
representation contained in the preceding sentence and each party represents to
the other that it has not engaged and is not responsible for the payment of a
fee, commission or other compensation to any other person in connection with the
Lease or the Amendment. Lessor shall pay Broker any fees or commissions due
Broker as a result of this Amendment pursuant to the terms of a separate
agreement with Broker.
 
 12.  Lessee
and Lessor each represents, warrants and covenants to the other
that, to the best of its knowledge, the other is not in default of its
obligations under the Lease, and no event has occurred nor do any circumstances
exist which, with lapse of time or notice or both, to the
best of its knowledge, would
constitute a default by the
other under
the Lease as modified by this Amendment.
 
 13.  Except as
modified by this Amendment, the Lease and all of the covenants, agreements,
terms, provisions and conditions thereof shall remain in full force and effect
and are hereby ratified and affirmed. The covenants, agreements, terms,
provisions and conditions contained in this Amendment shall bind the parties
hereto and their respective successor and assigns and shall inure to the benefit
of the parties hereto and their respective permitted successors and assigns. In
the event of any conflict between the provisions of this Amendment and the
Lease, the provisions contained in this Amendment shall prevail and be
paramount.
 
 
 
 14.  The
submission of this Amendment for examination does not constitute a reservation
of, or option for, the Additional Space, and this Amendment becomes binding and
effective only upon execution and delivery of this Amendment by Lessor and
Lessee to the other and upon payment by Lessee to Lessor of the sum of
$7,382.25, which sum represents the first month’s rent for the Additional
Space.
  **[SIGNATURE
PAGE TO FOLLOW]**
 
 
 
 ****
 ****
 **IN
WITNESS WHEREOF,** Lessor
and Lessee have executed this Amendment the day and year first above
written.
 **LESSEE:**DOV PHARMACEUTICAL, INC.By:Name:  J. R. HortonTitle:   Vice President and General
      Counsel
   
 **LESSOR:**MSNW CONTINENTAL ASSOCIATES, LLC,By:Name:  Frank ManciniTitle:   V.P.
 
  
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 **EXHIBIT
A**
 [Depiction
of Demised Premises]