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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A

|(Mark One)                                                    |                                                                                                        
|------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------
|ý                                                             | AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the fiscal year ended December 31, 2002                  
|OR                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934               
|For the transition period
from                             to

Commission file number 000-49730

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DOV PHARMACEUTICAL, INC.(Exact Name of Registrant as Specified in its Charter)

|Delaware                                                       |  | 22-3374365                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction
of Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)

Continental Plaza
433 Hackensack Avenue
Hackensack, New Jersey 07601(Address of principal executive office)

(201) 968-0980(Registrant's telephone number, including area code)

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Securities
registered pursuant to Section 12 (b) of the Act:None

Securities
registered pursuant to Section 12 (g) of the Act:
Common Stock, $0.0001 par value, and Preferred Stock Purchase Rights

Indicate
by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate
by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes o    No ý

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes o    No ý

The
aggregate market value of the voting stock held by non-affiliates of registrant as of June 30, 2002 totaled approximately $43.4 million based on the
then-closing stock price as reported by the Nasdaq National Market.

On
March 6, 2003, there were outstanding 14,490,635 shares of registrant's common stock, par value $0.0001 per share, and 354,643 shares of series B nonvoting preferred
stock, par value $1.00 per share, which shares are convertible at any time upon the vote of the holders of 75% or more of such shares outstanding into 574,521 shares of registrant's common stock.

DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated by reference into this Annual Report on Form 10-K/A.

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For the purposes of this Annual Report on Form 10-K/A, DOV Pharmaceutical, Inc. is referred to as "DOV Pharmaceutical" or the "Company". This amendment to our annual report on
Form 10-K, filed on March 31, 2003, is occasioned by the fact that we did not file our proxy statement by the end of April 2003. This means that under SEC rules we may not incorporate by
reference in our initial Form 10-K filing the Part III information found in our proxy statement. The material below is drawn from our proxy statement dated May 5, 2003.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

Directors

In accordance with our by-laws, the board of directors has fixed the number of directors at six. The board is divided into three classes, with one
class of directors elected to a three-year term at each annual meeting of shareholders. The board of directors is currently comprised of five members.

The
following persons are directors of DOV Pharmaceutical and will continue until their term expires.

|Directors                    |  | Age |  | Company Position/Offices             |  | Director Since |  | Term Expires |    
|---------------------------- |  | --- |  | ------------------------------------ |  | -------------- |  | ------------ | ---
|Daniel S. Van Riper(1)(2)    |  | 62  |  | Director                             |  | March 2002     |  | 2003         | (4)
|Arnold S. Lippa, Ph.D.(3)    |  | 56  |  | Chairman and Chief Executive Officer |  | April 1995     |  | 2005         |    
|Patrick Ashe(1)              |  | 40  |  | Director                             |  | January 1999   |  | 2005         |    
|Bernard Beer, Ph.D.          |  | 70  |  | Co-Chairman, President and Director  |  | April 1995     |  | 2004         |    
|Zola Horowitz, Ph.D(1)(2)(3) |  | 68  |  | Director                             |  | April 1995     |  | 2004         |    

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There are no family relationships among any of the directors or executive officers of the Company.

Daniel S. Van Riperbecame a member of our board of directors in March 2002. He is also a
member of the board of directors and chairman of the audit committee of New Brunswick Scientific Co., Inc. Mr. Van Riper is currently employed as special advisor to Sealed Air
Corporation, where he served as senior vice president and chief financial officer from July 1998 to January 2002. Previously, Mr. Van Riper was a partner of KPMG LLP, where he
worked from June 1962 to June 1998. Mr. Van Riper was graduated with high honors and a B.S. in accounting and a M.B.A. in economics and finance from Rutgers University. He is a
certified public accountant, and a member of the American Institute of Certified Public Accountants and Beta Gamma Sigma, national honorary business fraternity.

Arnold S. Lippa, Ph.D.is a co-founder and has served as CEO since our formation in April 1995. Dr. Lippa also
serves as our Secretary and is a director and chairman of our board of directors. Dr. Lippa also serves as director and chairman of Nascime Limited, a company formed in connection with the Elan
joint venture. Prior to founding DOV in 1995, Dr. Lippa founded Fusion Associates, Ltd., an investment and management company specializing in the creation and management of biomedical
companies. Dr. Lippa served as Fusion's managing director from 1991 to 1995. From 1989 through 1990, Dr. Lippa served as Vega Biotechnologies, Inc.'s chairman and chief executive
officer. In 1984, Dr. Lippa co-founded Praxis Pharmaceuticals, Inc. and served as president and chief operating officer until 1988. In addition, Dr. Lippa has
consulted for various pharmaceutical and biotechnology companies and has been a graduate faculty professor at the New York University School of Medicine and the City University of New York. He
received his B.A. from Rutgers University in 1969 and his Ph.D. in psychobiology from the University of Pittsburgh in 1973.

2

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Patrick Ashehas been a member of our board of directors since January 1999. He currently serves as senior vice president, business
development at Athpharma, Ltd. From May 1994 to November 2001, Mr. Ashe served as vice president, commercial development at Elan Pharmaceutical Technologies, a division of
Elan Corporation, plc. Additionally, from January 1999 to November 2001, Mr. Ashe also served as co-manager of Nascime Limited, a company formed in connection with our
joint venture with Elan. Mr. Ashe was graduated from University College Dublin with a B.Sc. in pharmacology in 1985 and completed his M.B.A. at Dublin City University's Business School in 1994.

Bernard Beer, Ph.D.is a co-founder and has served as President, director and co-chairman of our board of
directors since our formation in April 1995. From 1977 to 1995, Dr. Beer was employed by American Cyanamid, now Wyeth-Ayerst, and served as its global director of central nervous system
biological and clinical research. Dr. Beer has extensive experience in pharmaceutical research starting at Squibb Corporation from 1966 to 1976 where he was section head,
neuropsychopharmacology. He is currently an adjunct professor of psychiatry at the New York University School of Medicine and a special Professor in pharmacology at Boston University Medical School.
Dr. Beer received his B.A. from Brooklyn College in 1956 and his M.S. and Ph.D. from The George Washington University in 1961 and 1966.

Zola Horovitz, Ph.D.has been a member of our board of directors since our formation in April 1995. Dr. Horovitz currently
is a consultant to the pharmaceutical and biotechnology industries and serves as a director of Diacrin, Inc., BioCryst Pharmaceuticals, Inc., Avigen, Inc., Genaera
Pharmaceuticals, Inc. and Paligent, Inc. Before joining us, Dr. Horovitz served 35 years in various managerial and research positions at Bristol-Myers Squibb and its
affiliates. At Bristol-Myers Squibb, Dr. Horovitz served as vice president, business development and planning from 1991-1994, vice president, licensing in 1990, and vice president,
research, planning and scientific liaison from 1985-1989. Dr. Horovitz received a B.S. in pharmacy and his M.S. and Ph.D. in pharmacology from the University of Pittsburgh in 1955,
1958 and 1960 respectively.

Executive Officers

The following persons are executive officers of DOV Pharmaceutical and will serve in the capacities noted until the date of our next annual meeting of
shareholders or until the election and qualification of their successors.

|Name                              |  | Age |  | Positions and Offices with DOV Pharmaceutical                                       |  | Officer
Since
|--------------------------------- |  | --- |  | ----------------------------------------------------------------------------------- |  | -------------
|Arnold S. Lippa, Ph.D.            |  | 56  |  | Chairman of the Board of Directors, Chief Executive Officer, Secretary and Director |  | 1995         
|Bernard Beer, Ph.D.               |  | 70  |  | Co-Chairman of the Board of Directors, President and Director                       |  | 1995         
|Phil Skolnick, Ph.D., D.Sc. (hon) |  | 56  |  | Senior Vice President, Research and Chief Scientific Officer                        |  | 2001         
|Barbara G. Duncan                 |  | 38  |  | Vice President, Finance, Chief Financial Officer and Treasurer                      |  | 2001         
|Robert Horton                     |  | 63  |  | Vice President, and General Counsel                                                 |  | 2002         
|Laurence Meyerson, Ph.D.          |  | 55  |  | Senior Vice President, Drug Development                                             |  | 2002         

Arnold S. Lippa, Ph.D.is a co-founder and has served as CEO since our formation in
April 1995. Dr. Lippa also serves as our Secretary and is a director and chairman of our board of directors. Dr. Lippa also serves as director and chairman of Nascime Limited, a
company formed in connection with the Elan joint venture. Prior to founding DOV in 1995, Dr. Lippa founded Fusion

3

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Associates, Ltd.,
an investment and management company specializing in the creation and management of biomedical companies. Dr. Lippa served as Fusion's managing director from 1991 to
1995. From 1989 through 1990, Dr. Lippa served as Vega Biotechnologies, Inc.'s chairman and chief executive officer. In 1984, Dr. Lippa co-founded Praxis
Pharmaceuticals, Inc. and served as president and chief operating officer until 1988. In addition, Dr. Lippa has consulted for various pharmaceutical and biotechnology companies and has
been a graduate faculty professor at the New York University School of Medicine and the City University of New York. He received his B.A. from Rutgers University in 1969 and his Ph.D. in psychobiology
from the University of Pittsburgh in 1973.

Bernard Beer, Ph.D.is a co-founder and has served as President, director and co-chairman of our board of
directors since our formation in April 1995. From 1977 to 1995, Dr. Beer was employed by American Cyanamid, now Wyeth-Ayerst, and served as its global director of central nervous system
biological and clinical research. Dr. Beer has extensive experience in pharmaceutical research starting at Squibb Corporation from 1966 to 1976 where he was section head,
neuropsychopharmacology. He is currently an adjunct professor of psychiatry at the New York University School of Medicine and a special Professor in pharmacology at Boston University Medical School.
Dr. Beer received his B.A. from Brooklyn College in 1956 and his M.S. and Ph.D. from The George Washington University in 1961 and 1966.

Phil Skolnick, Ph.D., D.Sc.(hon) joined us in January 2001 and serves as Senior Vice President, Research and Chief Scientific
Officer. Prior to joining us, Dr. Skolnick served as a Lilly research fellow (Neuroscience) at Eli Lilly & Company from January 1997 to January 2001 where he spearheaded
several innovative programs in drug discovery. From 1986 to August 1997, he served as senior investigator and
chief, laboratory of neuroscience, at the National Institutes of Health. Dr. Skolnick served as a research professor of psychiatry at the Uniformed Services University of the Health Sciences
from 1989 to 1998. He is currently an adjunct professor of anesthesiology at The Johns Hopkins University, an adjunct professor of pharmacology and toxicology at Indiana University School of Medicine
and research professor of psychiatry at New York University School of Medicine. Dr. Skolnick is an editor of Current Protocols in Neuroscience and also serves on the editorial advisory boards
of the European Journal of Pharmacology, the Journal of Molecular Neuroscience and Pharmacology, Biochemistry & Behavior. He received a B.S. (summa cum laude) from Long Island University in
1968 and his Ph.D. from The George Washington University in 1972. Dr. Skolnick was awarded the D.Sc.honoris causafrom Long Island University in
1993 and the University of Wisconsin-Milwaukee in 1995.

Barbara G. Duncanjoined us in August 2001 and serves as Vice President, Finance and Chief Financial Officer and Treasurer. Prior
to joining us, Ms. Duncan served as a vice president of Lehman Brothers Inc. in its corporate finance division from August 1998 to August 2001, where she provided financial
advisory services primarily to companies in the life sciences and general industrial industries. From September 1994 to August 1998, Ms. Duncan was an associate and director at
SBC Warburg Dillon Read, Inc. in its corporate finance group, where she focused primarily on structuring mergers, divestitures and financings for companies in the life sciences and general
industrial industries. She worked for PepsiCo, Inc. from 1989 to 1992 in its international audit division, and was a certified public accountant in the audit division of Deloitte &
Touche from 1986 to 1989. Ms. Duncan received her B.S. from Louisiana State University in 1985 and her M.B.A. from the Wharton School, University of Pennsylvania, in 1994.

Paul M. Schiffrin, B.Sc.joined us in February 1999 and served as Vice President, Corporate Services until his departure on short
term disability in July 2002. He terminated and went on long term disability in January 2003. Prior to joining us, Mr. Schiffrin was president of Pharmadev Inc., a site management
company serving a number of major pharmaceutical companies from January 1997 to January 1999. From 1982 through 1995, Mr. Schiffrin held several management positions with American
Cyanamid, now Wyeth-Ayerst, including manager of clinical systems development/forms design, and

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manager
of office automation in support of clinical drug development. Mr. Schiffrin received his B.Sc. from City University of New York, Hunter College Institute of Health Sciences in 1973.

Robert Hortonjoined us in August 2002 and serves as Vice President and General Counsel. Prior to joining us, Mr. Horton
served with Goodwin Proctor LLP from 2001 - 2003 and with Friedman Siegelbaum LP from 1996 - 2001, in their New York law offices. Prior thereto
Mr. Horton served with Balber Pickard et al (formerly Stults Balber Horton and Slotnick) in New York City. He has served in the JAGC Corps and in New Jersey and New York City government,
practiced corporate and securities law for over 25 years and represented DOV Pharmaceutical since shortly after its formation. He was graduated with honors from the University of Virginia in
1961 and from the University of Chicago, where he received his law degree, in 1964. He is a member of the California and New York bars.

Laurence R. Meyerson, Ph.D.joined us in September 2002 and serves as Senior Vice President, Drug Development. Prior to joining us,
Dr. Meyerson served as vice president of Elan Enterprises at Elan Corporation from January 2001 to September 2002 where he managed the clinical and regulatory product development
of several joint ventured drugs. From October 1996 to January 2001, he served as director of regulatory affairs at Fujisawa Healthcare, Inc. where he directed the regulatory
activities of several drug candidates in central nervous system, oncology and inflammation. Dr. Meyerson was part of the original senior management founding team for Shaman Pharmaceuticals, a
company involved in research and development of novel natural products, where he served as vice president of biological sciences. Dr. Meyerson holds the appointment of Research Associate
Professor in Psychiatry at New York University School of Medicine and is an active member of DIA, American Society Phamacology & Experimental Therapeutics, RAPS and the Society for
Neuroscience. He received his B.S. from University of New Mexico in biology and chemistry in 1970 and his Ph.D. in biochemistry from the University of Health Sciences/Chicago Medical School in 1974.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the officers, directors and persons who own more than 10% of a registered class
of our equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater-than-10% beneficial owners are required by SEC
regulations to furnish us with copies of all section 16(a) forms they file.

To
our knowledge, based solely on a review of the copies of such reports received by us and certain written representations that no other reports were required, we believe that for the
fiscal year ended December 31, 2002, all Section 16(a) filing requirements applicable to its officers, directors and 10% beneficial owners were complied with.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain compensation information for the years indicated as to our CEO and the four additional most highly compensated executive
officers plus Stephen Petti, a former

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officer
of the Company, based on salary and bonus for the fiscal years ended December 31, 2001, and 2002.

|                                                                                                  |  |           |  |   |                 |  |   | Long-Term
Compensation
Awards |  |               
|------------------------------------------------------------------------------------------------- |  | --------- |  | - | --------------- |  | - | ----------------------------- |  | --------------
|
|
|
|Arnold S. Lippa, Ph.D.(2)
Chariman and Chief
Executive Officer                                    |  | 2002
2001 |  | $ | 296,154
260,577 |  | $ | 110,000
150,000               |  | 
           
|Bernard Beer, Ph.D.(3)
Co-Chairman and President                                                  |  | 2002
2001 |  |   | 296,154
260,577 |  |   | 110,000
150,000               |  | 
           
|Phil Skolnick, Ph.D., D.Sc. (hon)(4)
Senior Vice President, Research and
Chief Scientific Officer |  | 2002
2001 |  |   | 250,000
230,769 |  |   | 40,000
                      |  | 405,000       
|Barbara Duncan(5)
Vice President, Finance, Chief
Financial Officer and Treasurer                  |  | 2002
2001 |  |   | 235,288
82,212  |  |   | 75,000
                      |  | 
364,500     
|Paul Schiffrin(6)
Vice President, Corporate Services                                              |  | 2002
2001 |  |   | 174,493
140,288 |  |   | 10,000
10,000                 |  | 21,200
8,100  
|Stephen Petti(7)
Vice President, Drug Development                                                 |  | 2002
2001 |  |   | 147,115
221,154 |  |   | 15,000
16,250                 |  | 24,300
153,900

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Option Grants in Last Fiscal Year and Option Values at Fiscal Year End

The following table provides information regarding stock options granted for the fiscal year ended December 31, 2002, to the CEO and other officers for
whom compensation information is given in the

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Summary
Compensation Table in this Annual Report. In 2002 we did not grant any stock appreciation rights. All options were granted under the 2000 stock option and grant plan.

|                 |  | Individual Grants(1) |   |      |  |      |  |     
|---------------- |  | -------------------- | - | ---- |  | ---- |  | ----
|
|
|
|
|
|Paul Schiffrin   |  | 21,200(3             | ) | 3.08 |  | 7.30 |  | 7.30
|Stephen Petti(2) |  | 24,300(3             | ) | 3.50 |  | 7.30 |  | 7.30

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Option Exercises in Last Fiscal Year and Year-End Option Values

The following table sets forth certain information as of December 31, 2002, regarding options held by the CEO and other officers for whom compensation
information is given in the Summary Compensation Table in this Annual Report.

|                                  |  |   |  |   |  | Number of Securities Underlying
Unexercised Options at Fiscal Year-End(1) |  | Value ($) of Unexercised in-the-Money
Options at Fiscal
Year-End(2)
|--------------------------------- |  | - |  | - |  | ------------------------------------------------------------------------- |  | -------------------------------------------------------------------
|
|Arnold S. Lippa, Ph.D.            |  |  |  |  |  | 210,600                                                                   |  |                                                                   
|Bernard Beer, Ph.D.               |  |  |  |  |  | 210,600                                                                   |  |                                                                   
|Phil Skolnick, Ph.D. D. Sc. (hon) |  |  |  |  |  | 236,250                                                                   |  | 168,750                                                            
|Barbara Duncan.                   |  |  |  |  |  |                                                                          |  | 364,500                                                            
|Paul Schiffrin                    |  |  |  |  |  | 108,844                                                                   |  | 25,756                                                             
|Stephen Petti(3)                  |  |  |  |  |  | 261,400                                                                   |  |                                                                   

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Compensation Committee Interlocks and Insider Participation

The current members of the compensation committee are Zola Horovitz (chairman) and Daniel Van Riper. None of our executive officers serves as a member of the
compensation committee or board of directors of any entity that has an executive officer serving as a member of our compensation committee or board of directors.

Compensation of Directors

Our outside directors each receive $4,000 for each quarterly board meeting in which they participate. In 2002, Mr. Van Riper received a nonqualified stock
option to purchase 24,300 shares of our common stock at an exercise price of $6.17 per share. These options will become exercisable in equal (25%), annual installments after the completion of each
full year of service following such grant. Our compensation committee members receive $500 for each meeting in which they participate. Our audit committee members receive $1,000 for each meeting in
which they participate and the chairman of the audit committee receives an additional $1,000 for each meeting in which he participates, up to a maximum of $4,000 annually. We have agreed to reimburse
our directors for their reasonable expenses incurred in attending meetings of the board of directors and its committees.

Employment Agreements

Arnold S. Lippa, Ph.D.We have entered into an employment agreement with Dr. Lippa, which provides for his employment
as CEO until December 10, 2004. Dr. Lippa's base compensation was $296,154 for 2002, and during each subsequent year his base compensation will increase by at least 10% annually. The
agreement provides for benefits, the reimbursement of expenses and the payment of incentive compensation, which will be determined by our board of directors in its sole discretion. Additionally, if we
should merge or consolidate with or into an unrelated entity, sell all or substantially all our assets, or enter into a transaction or series of transactions with the result that 51% or more of our
capital stock is transferred to one or more unrelated third parties, Dr. Lippa is entitled to receive a bonus equal to 2% of the gross proceeds of such sale (as defined in the agreement). We
are obligated to continue to pay Dr. Lippa his base and incentive compensation and to continue his benefits for a period of nine months if he is terminated upon becoming disabled or for a
period of 90 days upon his death. If Dr. Lippa terminates his employment with us for good reason, or within six months of a change of control, or if we terminate Dr. Lippa without
cause, he is entitled to receive his base and incentive compensation and the continuation of all benefits for two years from the date of termination, and all stock options granted to him will
immediately vest. The agreement also requires Dr. Lippa to refrain from competing with us and from soliciting our clients and customers for the duration of his employment and for a period
following employment equal to the length of time we make severance payments to him.

Bernard Beer, Ph.D.We have entered into an employment agreement with Dr. Beer, which provides for his employment as
President until December 10, 2004. Dr. Beer's base compensation was $296,154 for 2002, and during each subsequent year his base compensation will increase by at least 10% annually. The
agreement provides for benefits, the reimbursement of expenses and the payment of incentive compensation, which will be determined by our board of directors in its sole discretion.

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Additionally,
if we should merge or consolidate with or into an unrelated entity, sell all or substantially all our assets, or enter into a transaction or series of transactions with the result that
51% or more of our capital stock is transferred to one or more unrelated third parties, Dr. Beer is entitled to receive a bonus equal to 2% of the gross proceeds of such sale (as defined in the
agreement). We are obligated to continue to pay Dr. Beer his base and incentive compensation and to continue his benefits for a period of nine months if he is terminated upon becoming disabled
or for a period of 90 days upon his death. If Dr. Beer terminates his employment with us for good reason, or within six months of a change of control, or if we terminate Dr. Beer
without cause, he is entitled to receive his base and incentive compensation and the continuation of all benefits for two years from the date of termination, and all stock options granted to him shall
immediately vest. The agreement also requires Dr. Beer to refrain from competing with us and from soliciting our clients and customers for the duration of his employment and for a period
following employment equal to the length of time we make severance payments to him.

Phil Skolnick, Ph.D., D.Sc.(hon)In connection with his employment by us in January 2001, we entered into an
employment agreement with Dr. Skolnick, which provides for his employment as Vice-President, Research and Chief Scientific Officer until January 19, 2004. Under the
agreement, we will pay Dr. Skolnick base compensation of at least $250,000 per year. The agreement provides for benefits, the reimbursement of expenses and the payment of incentive
compensation, which will be determined by our board of directors in its sole discretion. Additionally, upon the commencement of Dr. Skolnick's employment, we granted him options to purchase
405,000 shares of our common stock (adjusted for subsequent 1.62-for-1 stock split) at an exercise price of $2.78 (as so adjusted). The options vest 50% on July 19, 2002
and will continue to vest ratably thereafter over the next six quarters. We are obligated to continue to pay Dr. Skolnick his base and incentive compensation and to continue his benefits for a
period of nine months if he is terminated upon becoming disabled or for a period of 90 days upon his death. If Dr. Skolnick terminates his employment with us for good reason, or within
six months of a change of control, or if we terminate Dr. Skolnick without cause, he is entitled to receive his base compensation for three years from the date of his agreement and all stock
options granted to him will immediately vest. The agreement also requires Dr. Skolnick to refrain from competing with us and from soliciting our customers and clients for the duration of his
employment and for a period following employment equal to the length of time we make severance payments to him.

Paul Schiffrin.We entered into an employment agreement with Mr. Schiffrin, which provided for his employment as
Vice-President, Corporate Services. Mr. Schiffrin terminated and went on long term disability in January 2003. Under the agreement, we agreed to pay Mr. Schiffrin base
compensation of at least $180,000 per year. The agreement provided for benefits, the reimbursement of expenses and the payment of incentive compensation, to be determined by our board of directors in
its sole discretion. Mr. Schiffrin qualified for long term disability through our insurance carrier upon his departure.

Barbara Duncan.In connection with her employment by us in August 2001, we entered into an employment agreement with
Ms. Duncan, which provides for her employment as Vice-President, Finance and Chief Financial Officer until August 20, 2004. Under the agreement, we will pay Ms. Duncan
base compensation of at least $225,000 per year. The agreement provides for benefits, the reimbursement of expenses and the payment of incentive compensation, which will be determined by our board of
directors in its sole discretion. Additionally, upon the commencement of Ms. Duncan's employment, we granted her options to purchase 364,500 shares of our common stock (adjusted for subsequent
1.62-for-1 stock split) at an exercise price of $4.01 (as so adjusted). The options vested 50% on February 20, 2003 and will continue to vest ratably thereafter over the
next six quarters. We are obligated to continue to pay Ms. Duncan her base and incentive compensation and to continue her benefits for a period of nine months if she is terminated upon becoming
disabled or for a period of

9

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90 days
upon her death. If Ms. Duncan terminates her employment with us for good reason, or within six months of a change of control, or if we terminate Ms. Duncan without cause,
she is entitled to receive her base compensation for three years from the date of her agreement and all stock options granted to her will immediately vest. The agreement also requires
Ms. Duncan to refrain from competing with us and from soliciting our customers and clients for the duration of her employment and for a period following employment equal to the length of time
we make severance payments to her.

Robert Horton.In connection with his employment by us in August 2002, we entered into an employment agreement with
Mr. Horton, which provides for his employment as Vice-President and General Counsel until August 16, 2005. Under the agreement, we will pay Mr. Horton base
compensation of at least $250,000 per year. The agreement provides for benefits, the reimbursement of expenses and the payment of incentive compensation, which will be determined by our board of
directors in its sole discretion. Additionally, upon the commencement of Mr. Horton's employment, we granted him options to purchase 250,000 shares of our common stock at an exercise price of
$4.40. The options vest 50% on March 12, 2004 and will continue to vest ratably thereafter over the next six quarters. Prior to his employment we granted Mr. Horton options to purchase 40,500
shares of our common stock (adjusted for subsequent 1.62-for-1 stock split) at an exercise price of $2.78 (as so adjusted). These prior options became fully exercisable in November 2001. We are
obligated to continue to pay Mr. Horton his base and incentive compensation and to continue his benefits for a period of nine months if he is terminated upon becoming disabled or for a period
of 90 days upon his death. If Mr. Horton terminates his employment with us for good reason, or within six months of a change of control, or if we terminate Mr. Horton without
cause, he is entitled to receive his base compensation for three years from the date of his agreement and all stock options granted to him will immediately vest. The agreement also requires
Mr. Horton to refrain from competing with us and from soliciting our customers and clients for the duration of his employment and for a period following employment equal to the length of time
we make severance payments to him.

Laurence Meyerson, Ph.D.In connection with his employment by us in September 2002, we entered into an employment
agreement with Dr. Meyerson, which provides for his employment as Senior Vice-President, Drug Development until September 16, 2005. Under the agreement, we will pay
Dr. Meyerson base compensation of at least $250,000 per year. The agreement provides for benefits, the reimbursement of expenses and the payment of incentive compensation, which will be
determined by our board of directors in its sole discretion. Additionally, upon the commencement of Dr. Meyerson's employment, we granted him options to purchase 225,000 shares of our common
stock at an exercise price of $4.25. The options vest 50% on April 16, 2004 and will continue to vest ratably thereafter over the next six quarters. We are obligated to continue to pay
Dr. Meyerson his base and incentive compensation and to continue his benefits for a period of nine months if he is terminated upon becoming disabled or for a period of 90 days upon his
death. If Dr. Meyerson terminates his employment with us for good reason, or within six months of a change of control, or if we terminate Dr. Meyerson without cause, he is entitled to
receive his base compensation for three years from the date of his agreement and all stock options granted to him will immediately vest. The agreement also requires Dr. Meyerson to refrain from
competing with us and from soliciting our customers and clients for the duration of his employment and for a period following employment equal to the length of time we make severance payments to him.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth as of March 6, 2003, certain information regarding the beneficial ownership of our common stock by:



The
number of shares beneficially owned by each stockholder is determined under rules issued by the SEC (Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as
amended) and includes voting or investment power with respect to securities. Under these rules, beneficial ownership
includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares to which an individual or entity has the right to acquire
beneficial ownership within 60 days of March 6, 2003, through the exercise of any warrant, stock option or other right. The inclusion in this calculation of such shares, however, does
not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Unless otherwise indicated, the address of all listed stockholders is c/o DOV
Pharmaceutical, Inc., 433 Hackensack Avenue, Hackensack, NJ 07601. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the
stockholder unless noted otherwise, subject to community property laws where applicable.

|Name of Beneficial Owner                                                              |  | Number of Shares
Beneficially Owned |  | Percentage of
Class(1) |  
|------------------------------------------------------------------------------------- |  | ----------------------------------- |  | ---------------------- | -
|Elan Corporation, plc(2)
Lincoln House
Lincoln Place
Dublin 2, Ireland                |  | 3,893,989                           |  | 21.80                  | %
|Elan Pharmaceutical Investments II, Ltd.(3)
Flatts, Smiths Parish
Bermuda, FL04       |  | 983,338                             |  | 6.35                   |  
|BVF Inc.(4)
1 Sansome Street
39th Floor
San Francisco, CA 94104                       |  | 2,049,300                           |  | 14.14                  |  
|CIBC World Markets Corp.
425 Lexington Avenue
New York, NY 10017                      |  | 1,874,005                           |  | 12.93                  |  
|Merlin BioMed Private Equity Fund, L.P.(5)
230 Park Ave, Suite 928
New York, NY 10169 |  | 810,000                             |  | 5.59                   |  
|Reservoir Capital Group, L.L.C.(6)
650 Madison Ave.
New York, NY 10022                |  | 810,000                             |  | 5.59                   |  
|Oppenheimer Discovery Fund
6803 South Tuscan Way
Englewood, CO 80112                  |  | 486,000                             |  | 3.35                   |  
|                                                                                      |  |                                     |  |                        |  

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|Arnold Lippa(7)                                                 |  | 1,790,100 |  | 12.18 | 
|--------------------------------------------------------------- |  | --------- |  | ----- | 
|Bernard Beer(7)                                                 |  | 1,790,100 |  | 12.18 | 
|Phil Skolnick(8)                                                |  | 303,750   |  | 2.05  | 
|Stephen Petti(9)                                                |  | 261,400   |  | 1.78  | 
|Barbara Duncan(10)                                              |  | 182,250   |  | 1.24  | 
|Paul Schiffrin(11)                                              |  | 109,520   |  | *     | 
|Zola Horovitz(12)                                               |  | 263,756   |  | 1.80  | 
|Patrick Ashe(13)                                                |  | 86,569    |  | *     | 
|Daniel S. Van Riper(14)                                         |  | 6,075     |  | *     | 
|All directors and executive officers as a group (7 persons)(15) |  | 4,532,120 |  | 28.40 | 

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Equity Compensation Plan Information

We maintain two equity compensation plans, the 2000 stock option and grant plan and the 1998 stock option plan. The following table sets forth information
regarding securities authorized for issuance under our equity compensation plans as of December 31, 2002:

|                                                              |  | Equity Compensation Plan Information |    
|------------------------------------------------------------- |  | ------------------------------------ | ---
|
|                                                              |  | (a)                                  |    
|Equity compensation plans approved by security holders        |  | 2,545,599                            |    
|Equity compensation plans not approved by security holders(2) |  | 405,000                              | (2)
|Total                                                         |  | 2,950,599                            |    

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

From January 1, 2002 until August 1, 2002, Ms. Morgen Lippa, daughter of Arnold Lippa, was employed by us as Comptroller and a project
manager. During 2002, she was paid $52,654 in salary, $10,000 in bonuses and was awarded options to purchase 8,100 shares of our common stock. Ms. Lippa resigned effective August 1,
2002. As part of a severance agreement with Ms. Lippa, she was paid $46,681 in a lump sum severance payment, we accelerated the vesting on 10,000 options and we extended the exercise date of
all her options an additional nine months from what is provided under the 1998 stock option and the 2000 stock option and grant plans. As a result, we recorded a charge of $11,858 for the acceleration
and extended exercise date of the options.

Mr. Gary
Beer, son of Bernard Beer, is employed by us as Director of Data Management. During 2002, he was paid $77,211 in salary, $10,000 in bonuses and was awarded options to
purchase 8,100 shares of our common stock. Effective December 1, 2002, Mr. Beer's annual salary was increased to $145,000 annually because of substantially expanded responsibilities.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

| |  | DOV PHARMACEUTICAL, INC.
| |  | ------------------------
| |  | By:                     

Pursuant
to the requirements of the Securities Act of 1933, this report has been signed below by the following persons on behalf of registrant and in the capacities and on the dates
indicated.

|Signature                                 |  | Capacity                                                                                           |  | Date         
|----------------------------------------- |  | -------------------------------------------------------------------------------------------------- |  | -------------
|                                          |  |                                                                                                    |  |              
|/s/ARNOLD S. LIPPAArnold S. Lippa         |  | Chief Executive Officer and Director (Principal Executive Officer)                                 |  | July 18, 2003
|/s/BERNARD BEERBernard Beer               |  | President and Director                                                                             |  | July 18, 2003
|/s/BARBARA G. DUNCANBarbara G. Duncan     |  | Vice President of Finance and Chief Financial Officer (Principal Financial and Accounting Officer) |  | July 18, 2003
|/s/PATRICK ASHEPatrick Ashe               |  | Director                                                                                           |  | July 18, 2003
|/s/ZOLA HOROVITZZola Horovitz             |  | Director                                                                                           |  | July 18, 2003
|/s/DANIEL S. VAN RIPERDaniel S. Van Riper |  | Director                                                                                           |  | July 18, 2003

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CERTIFICATIONS

Arnold Lippa, Chief Executive Officer of the Company, and Barbara Duncan, Chief Financial Officer of the Company, each certifies as follows:

|Date: July 18, 2003 |  | By: | /s/ARNOLD S. LIPPAArnold S. Lippa
Chief Executive Officer and Secretary                    
|------------------- |  | --- | -------------------------------------------------------------------------------------------
|Date: July 18, 2003 |  | By: | /s/BARBARA G. DUNCANBarbara G. Duncan
Vice President of Finance and Chief Financial Officer

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