**CERTIFICATE
      OF DESIGNATION OF THE RELATIVE RIGHTS AND PREFERENCES**


**OF
      THE**


**SERIES
      D CONVERTIBLE PREFERRED STOCK**


**OF**


**DOV
      PHARMACEUTICAL, INC.**




The
      undersigned, the Chief Executive Officer of DOV Pharmaceutical, Inc., a Delaware
      corporation (the “ Company ”),
      in
      accordance with the provisions of Section 151 of the General Corporation Law
      of
      the State of Delaware, does hereby certify that, pursuant to the authority
      conferred upon the Company’s board of directors (the “ Board
      of Directors ”)
      by the
      Company’s certificate of incorporation, as amended, (the “ Certificate
      of Incorporation ”),
      and
      in the case of a committee of the Board of Directors (the “ Committee ”),
      by
      the Certificate of Incorporation and by the express resolution of the Board
      of
      Directors, the following resolution creating a series of preferred stock,
      designated as Series D Convertible Preferred Stock, was duly adopted by the
      Board of Directors on March 5, 2007, as follows:




RESOLVED,
      that pursuant to the authority expressly granted to and vested in the Board
      of
      Directors by Article IV of the Certificate of Incorporation, there hereby is
      created out of the shares of the Company’s preferred stock, par value $1.00 per
      share (the “ Preferred
      Stock ”),
      a
      series of Preferred Stock of the Company, to be named “ Series
      D Preferred Stock ,”
      consisting of one hundred thousand (100,000)  shares,
      which series shall have the following designations, powers, preferences and
      relative and other special rights and the following qualifications, limitations
      and restrictions:




1.  Certain
      Definitions .
      As used
      in this Certificate of Designation, the following terms will have the following
      respective meanings:




“ Authorization
      Proxy Materials ”
is
      defined in Section
      6(j)(i)(1) of this
      Certificate of Designation.




“ Board
      of Directors ”
is
      defined in the Preamble.




“ Buy-In ”
is
      defined in Section
      6(b)(v) of this
      Certificate of Designation.




“ Certificate
      of Designation ”
means
      this Certificate of Designation of the Relative Rights and Preferences of the
      Series D Convertible Preferred Stock of DOV Pharmaceutical, Inc.




“ Certificate
      of Incorporation ”
is
      defined in the Preamble.




“ Common
      Stock ”
is
      defined in Section
      2 of this
      Certificate of Designation.




“ Common
      Stock Authorization ”
is
      defined in Section
      6(j)(i)(1) of this
      Certificate of Designation.









“ Company ”
is
      defined in the Preamble.




“ Conversion
      Common Stock ”
means
      (i) the Common Stock, if the Common Stock Authorization shall have been obtained
      and (ii) the Substitute Common Stock, if the Common Stock Authorization shall
      not have been obtained and the Substitute Common Stock Authorization shall
      have
      been obtained.




“ Conversion
      Notice ”
is
      defined in Section
      6(b)(i) of this
      Certificate of Designation.




“ Conversion
      Price ”
is
      defined in Section
      6(d)(iii) of this
      Certificate of Designation.




“ Conversion
      Ratio ”
is
      defined in Section
      6(a) of this
      Certificate of Designation.




“ Conversion
      Rights ”
is
      defined in Section
      6 of this
      Certificate of Designation.




“ DTC ”
is
      defined in Section
      6(b)(i) of this
      Certificate of Designation.




“ Equity
      Securities ”
is
      defined in Section
      6(d)(ii) of this
      Certificate of Designation.




“ Filing
      Date ”
is
      defined in Section
      6(a) of this
      Certificate of Designation.




“ Issuance
      Date ”
is
      defined in Section
      6(d)(i) of this
      Certificate of Designation.




“ Issue
      Price ”
means,
      (I) with respect to the issuance of any shares of Common Stock or Substitute
      Common Stock, the price per share receivable by the Company as consideration
      therefor and (II) with respect to the issuance of any Equity Securities, the
      aggregate consideration receivable by the Company in respect thereof, determined
      in accordance with the following sentence, divided by the total number of shares
      of Common Stock and Substitute Common Stock issuable, directly or indirectly,
      upon conversion, exercise or exchange of such Equity Securities. The aggregate
      consideration receivable in respect of any issuance of Equity Securities shall
      be (1) the aggregate consideration received by the Company for the issuance
      of
      such Equity Securities, plus (2) the aggregate additional consideration, if
      any,
      receivable by the Company upon the conversion, exercise or exchange thereof,
      directly or indirectly, for shares of Common Stock and Substitute Common
      Stock.




“ Junior
      Stock ”
is
      defined in Section
      2 of this
      Certificate of Designation.




“ Maximum
      Percentage ”
is
      defined in Section 6(c) of this Certificate of Designation.




“ New
      Incentive Plan ”
means
      an equity incentive plan developed by the Company and a compensation consultant
      to the Company, as approved by the Company’s Board of Directors and effective
      within three (3) months of the Issuance Date.




2




“ Organic
      Change ”
is
      defined in Section
      6(d)(v) of this
      Certificate of Designation.




“ Preferred
      Stock ”
is
      defined in the Preamble.




“ Preferred
      Stock Certificates ”
is
      defined in Section
      6(b)(i) of this
      Certificate of Designation.




“ Qualified
      Financing ”
means
      a
      financing by the Company through the issuance of its equity securities or long
      term debt securities in which the gross proceeds to the Company are at least
      $5,000,000.




“ SEC ”
is
      defined in Section
      6(j)(i)(1) of this
      Certificate of Designation.




“ Series
      D Preferred Stock ”
is
      defined in Section
      2 of this
      Certificate of Designation.




“ Substitute
      Common Stock ”
means
      a
      class of stock with rights, powers and preferences substantially the same as
      the
      Common Stock, which shall vote with the Common Stock as a single class except
      as
      otherwise required by law and which shall participate with the Common Stock
      on a
      pari passu basis in any assets of the Company available for distribution to
      the
      holders of Common Stock upon any liquidation, dissolution or winding up of
      the
      Company, except that
      shares of such class shall (i) be designated with a designation that
      distinguishes such shares from shares of Common Stock and any other class or
      series, (ii) have a par value that is in excess of the par value of the Common
      Stock, (iii) be automatically convertible into Common Stock at such time as
      there are authorized a sufficient number of shares of Common Stock such that
      all
      then outstanding shares of Substitute Common Stock may be converted in full
      into
      Common Stock and (iv) provide that for so long as the any shares of Substitute
      Common Stock are outstanding, the Company shall not (x) declare or pay any
      dividend or distribution on the shares of Common Stock, except for dividends
      and
      distributions payable solely in shares of Common Stock, or (y) (I) declare
      or
      pay any dividend or make any distribution on Common Stock payable in shares
      of
      Common Stock, or effect a subdivision or split or a combination, consolidation
      or reverse split of the outstanding shares of Common Stock into a greater or
      lesser number of shares of Common Stock, unless a corresponding declaration,
      payment, subdivision or split or a combination, consolidation or reverse split
      is made with respect to the Substitute Common Stock or (II) declare or pay
      any
      dividend or make any distribution on Substitute Common Stock payable in shares
      of Substitute Common Stock, or effect a subdivision or split or a combination,
      consolidation or reverse split of the outstanding shares of Substitute Common
      Stock into a greater or lesser number of shares of Substitute Common Stock,
      unless a corresponding declaration, payment, subdivision or split or a
      combination, consolidation or reverse split is made with respect to the Common
      Stock.




3




“ Substitute
      Common Stock Authorization ”
is
      defined in Section
      6(j)(i)(3) of this
      Certificate of Designation.




“ Transfer
      Agent ”
is
      defined in Section
      6(b)(ii) of this
      Certificate of Designation.




“ Trigger
      Date ”
is
      defined in Section
      6(j)(i)(2) of this
      Certificate of Designation.




“ Voluntary
      Conversion ”
is
      defined in Section
      6(a) of this
      Certificate of Designation.




“ Voluntary
      Conversion Date ”
is
      defined in Section
      6(b)(i) of this
      Certificate of Designation.




“ Voting
      Stock ”
is
      defined in Section
      6(j)(i)(3) of this
      Certificate of Designation.




“ Warrant
      Distribution ”
means
      that certain distribution (in whatever form effected) to holders of Common
      Stock
      of warrants to purchase up to an aggregate of 30,000,000 shares of Common Stock
      at an exercise price of $0.523 per share, which distribution may be made in
      a
      series of one or more transactions in accordance with applicable
      law.




2.  Designation
      and Rank .
      The
      designation of such series of the Preferred Stock shall be the Series D
      Convertible Preferred Stock, par value $1.00 per share (the “ Series
      D Preferred Stock ”).
      The
      maximum number of shares of Series D Preferred Stock shall be one hundred
      thousand (100,000)  shares.
      Except as otherwise provided in this Certificate of Designation, the Series
      D
      Preferred Stock shall rank senior to the Company’s common stock, par value
      $0.0001 per share (the “ Common
      Stock ”),
      and
      to all other classes and series of equity securities of the Company which by
      their terms do not rank senior to the Series D Preferred Stock (“ Junior
      Stock ”)  and
      shall
      be subordinate and rank junior to the Company’s Series C Preferred
      Stock.  The
      Series D Preferred Stock shall be subordinate to and rank junior to all
      indebtedness of the Company now or hereafter outstanding.




3.  Dividends .




(a)  Except
      for the Warrant Distribution that shall be made solely to holders of Common
      Stock, the holders of shares of Series D Preferred Stock shall be entitled
      to
      receive out of funds legally available therefor, dividends at such times and
      in
      such amounts as to be received by holders of outstanding shares of Common Stock,
      pro rata based on the number of shares of Common Stock held by each, determined
      on an as-if-converted basis (assuming full conversion of all such Series D
      Preferred Stock). Such dividends shall not be cumulative. This Section 3(a)
      may
      not be amended without approval by a majority of the outstanding Common Stock
      voting separately as a class.




(b)  In
      the
      event of a dissolution, liquidation or winding-up of the Company pursuant to Section
      5 hereof,
      all declared and unpaid dividends on the Series D Preferred Stock shall be
      payable on the date of payment of the preferential amount to the holders of
      Series D Preferred Stock. In the event of a voluntary conversion pursuant to Section
      6(a) hereof,
      all declared and unpaid dividends on the Series D Preferred Stock being
      converted shall be payable on the Voluntary Conversion Date.




4




(c)  So
      long
      as any shares of Series D Preferred Stock are outstanding, the Company shall
      not
      declare, pay or set apart for payment any dividend or make any distribution
      on
      any Junior Stock, other than (i) the Warrant Distribution, (ii) after the Filing
      Date, any dividends or distributions to be paid to holders of Common Stock
      that
      are also paid to holders of Series D Preferred Stock in accordance with Section
      3(a) hereof, and (iii) dividends or distributions payable in additional shares
      of Junior Stock for which an appropriate anti-dilution adjustment has been
      made
      and provided that the Company has at that time authorized a sufficient number
      of
      Conversion Common Stock, such that following such dividend or distribution
      and
      the corresponding anti-dilution adjustment all outstanding shares of Series
      D
      Preferred Stock may be converted into Conversion Common Stock.




For
      purposes hereof, unless the context otherwise requires, “distribution” shall
      mean the transfer of cash or property without consideration, whether by way
      of
      dividend or otherwise, payable other than in shares of Junior Stock of the
      Company, or the purchase of shares of the Company (other than repurchases of
      Common Stock held by current or former employees or consultants of the Company
      upon termination of their employment or services pursuant to agreements
      providing for such repurchase or upon the cashless exercise of options held
      by
      employees or consultants) for cash or property.




4.  Voting
      Rights .
      The
      holders of the Series D Preferred Stock shall not have any voting rights except
      as required by law.




5.  Liquidation
      Preference .




(a)  In
      the
      event of the liquidation, dissolution or winding-up of the affairs of the
      Company, whether voluntary or involuntary, each holder of a share of Series
      D
      Preferred Stock then outstanding shall participate with the holders of Common
      Stock on a pari passu basis in any assets of the Company available for
      distribution to the holders of Common Stock.





(b)  A
      consolidation or merger of the Company with or into any other corporation or
      corporations, or a sale of all or substantially all of the assets of the
      Company, or the effectuation by the Company of a transaction or series of
      related transactions in which more than fifty percent (50%) of the voting shares
      of the Company are disposed of or conveyed, shall not be deemed to be a
      liquidation, dissolution, or winding-up within the meaning of this Section 5 .
      In the
      event of the merger or consolidation of the Company with or into another
      corporation, the Series D Preferred Stock shall maintain its relative powers,
      designations and preferences provided for herein and no merger shall result
      which is inconsistent therewith.




5




(c)  Written
      notice of any voluntary or involuntary liquidation, dissolution or winding-up
      of
      the affairs of the Company, stating a payment date and the place where the
      distributable amounts shall be payable, shall be given by mail, postage prepaid,
      no less than forty-five (45) days prior to the payment date stated therein,
      to
      the holders of record of the Series D Preferred Stock at their respective
      addresses as the same shall appear on the books of the Company.




6.  Conversion .
      Each
      holder of Series D Preferred Stock shall have the following conversion rights
      (the “ Conversion
      Rights ”):




(a)  Right
      to Convert .
      At any
      time on or after the filing by the Company with the Secretary of State of the
      State of Delaware of an amendment to the Certificate of Incorporation to
      increase the authorized Common Stock of the Company, or to authorize Substitute
      Common Stock, in an amount at least sufficient to effect the conversion of
      all
      authorized shares of Series D Preferred Stock into Common Stock or Substitute
      Common Stock, as the case may be (the “ Filing
      Date ”),
      the
      holder of any shares of Series D Preferred Stock may, at such holder’s option,
      elect to convert (a “ Voluntary
      Conversion ”)
      all or
      any portion of the shares of Series D Preferred Stock held by such person,
      subject to the restrictions set forth in Section
      6(c) ,
      into a
      number of fully paid and nonassessable shares of Conversion Common Stock, at
      the
      conversion ratio of one (1) share of Series D Preferred Stock for 191.02612143
      shares of Conversion Common Stock, as adjusted from time to time in accordance
      with the terms of this Certificate of Designation (the “ Conversion
      Ratio ”).




In
      the
      event of a liquidation, dissolution or winding-up of the Company, the Conversion
      Rights shall terminate at the close of business on the last full day preceding
      the date fixed for the payment of any such amounts distributable on such event
      to the holders of Series D Preferred Stock.




(b)  Mechanics
      of Voluntary Conversion .
      The
      Voluntary Conversion of Series D Preferred Stock shall be conducted in the
      following manner:




(i)  Holder’s
      Delivery Requirements .
      To
      convert Series D Preferred Stock into full shares of Conversion Common Stock
      on
      any date (the “ Voluntary
      Conversion Date ”),
      the
      holder thereof shall (A) transmit by facsimile (or otherwise deliver), for
      receipt on or prior to 5:00 p.m., New York time on such date, a copy of a fully
      executed notice of conversion in the form attached hereto as Exhibit
      A (the
“ Conversion
      Notice ”),
      to
      the Company at its principal executive offices, attention: corporate secretary
      (or other officer performing such similar function); and (B) (i) deliver to
      the
      Company as soon as practicable following such Voluntary Conversion Date, and
      in
      any event within five (5) business days, the original certificates representing
      the shares of Series D Preferred Stock being converted (or an indemnification
      undertaking with respect to such shares in the case of their loss, theft or
      destruction) (the “ Preferred
      Stock Certificates ”),
      or,
      (ii) if the shares of Series D Preferred Stock have been issued in book-entry
      form through the Depository Trust Company (“ DTC ”),
      instruct DTC to surrender to the Company the number of shares of Series D
      Preferred Stock specified in the Conversion Notice in accordance with DTC’s
      applicable practices and procedures.




6




(ii)  Company’s
      Response .
      Upon
      receipt by the Company of a duly completed Conversion Notice from any holder
      of
      Series D Preferred Stock, the Company shall (i) promptly deliver a confirmation
      of receipt of such Conversion Notice to such holder and (ii) within three (3)
      business days thereafter, (I) deposit, or cause the Company’s transfer agent
      (the “ Transfer
      Agent ”)
      to
      deposit, with a common carrier for delivery to the holder or its designee a
      certificate or certificates representing the number of shares of Conversion
      Common Stock into which the shares of Series D Preferred Stock specified in
      the
      Conversion Notice are then convertible or (II) if the Conversion Common Stock
      is
      then maintained in book-entry form through DTC, instruct DTC to transfer such
      number of shares of Conversion Common Stock via book-entry transfer to the
      account specified by such holder in the Conversion Notice, in accordance with
      DTC’s applicable practices and procedures. If the number of shares of Preferred
      Stock represented by any Preferred Stock Certificate(s) submitted for conversion
      is greater than the number of shares of Series D Preferred Stock being
      converted, then the Company shall, as soon as practicable and in no event later
      than three (3) business days after receipt of the Preferred Stock Certificate(s)
      and at the Company’s expense, issue and deliver to the holder a new Preferred
      Stock Certificate representing the number of shares of Series D Preferred Stock
      not converted.




(iii)  Dispute
      Resolution .
      In the
      case of a dispute as to the arithmetic calculation of the number of shares
      of
      Conversion Common Stock to be issued upon conversion, the Company shall cause
      its Transfer Agent to promptly issue to the holder the number of shares of
      Conversion Common Stock that is not disputed and shall submit the arithmetic
      calculations to the holder via facsimile as soon as possible, but in no event
      later than two (2) business days after receipt of such holder’s Conversion
      Notice. If such holder and the Company are unable to agree upon the arithmetic
      calculation of the number of shares of Conversion Common Stock to be issued
      upon
      such conversion within one (1) business day of such disputed arithmetic
      calculation being submitted to the holder, then the Company shall within one
      (1)
      business day submit the disputed arithmetic calculation of the number of shares
      of Conversion Common Stock to be issued upon such conversion to the Company’s
      independent, outside accountant, or if such firm is unable or unwilling to
      provide such service, another firm registered with the Public Company Accounting
      Oversight Board. The Company shall cause the accountant to perform the
      calculations and notify the Company and the holder of the results no later
      than
      seventy-two (72) hours from the time it receives the disputed calculations.
      Such
      accountant’s calculation shall be binding upon all parties absent manifest
      error. The reasonable expenses of such accountant in making such determination
      shall be paid by the Company, in the event the holder’s calculation was correct,
      or by the holder, in the event the Company’s calculation was correct, or equally
      by the Company and the holder in the event that neither the Company’s or the
      holder’s calculation was correct. The period of time in which the Company is
      required to effect conversions under this Certificate of Designation shall
      be
      tolled with respect to the subject conversion pending resolution of any dispute
      by the Company made in good faith and in accordance with this Section
      6(b)(iii) .




7




(iv)  Record
      Holder .
      The
      person or persons entitled to receive the shares of Conversion Common Stock
      issuable upon a conversion of the Series D Preferred Stock shall be treated
      for
      all purposes as the record holder or holders of such shares of Conversion Common
      Stock on the Voluntary Conversion Date.




(v)  Buy-In
      Rights .
      In
      addition to any other rights available to the holders of Series D Preferred
      Stock, if the Company fails, or fails to cause its Transfer Agent to deliver
      the
      shares of Conversion Common Stock issuable upon conversion of the Series D
      Preferred Stock on or before three (3) business days of the Company’s receipt of
      an executed copy of the Conversion Notice (so long as the applicable shares
      of
      Series D Preferred Stock are received by the Company on or before such third
      business day), and if after such date the holder is required by its broker
      to
      purchase (in an open market transaction or otherwise) shares of Conversion
      Common Stock to deliver in satisfaction of a sale by the holder of the shares
      of
      Conversion Common Stock issuable upon conversion of Series D Preferred Stock
      which the holder anticipated receiving upon such conversion (a “ Buy-In ”),
      then
      the Company shall—




(1)  pay
      in
      cash to the holder the amount by which (x) the holder’s total purchase price
      (including brokerage commissions, if any) for the shares of Conversion Common
      Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number
      of shares of Conversion Common Stock issuable upon conversion of Series D
      Preferred Stock that the Company was required to deliver to the holder in
      connection with the conversion at issue times (B) the price at which the sell
      order giving rise to such purchase obligation was executed, and




(2)  at
      the
      option of the holder, either reinstate the shares of Series D Preferred Stock
      and equivalent number of shares of Conversion Common Stock for which such
      conversion was not honored or deliver to the holder the number of shares of
      Conversion Common Stock that would have been issued had the Company timely
      complied with its conversion and delivery obligations hereunder.




For
      example, if the holder purchases Conversion Common Stock having a total purchase
      price of $11,000 to cover a Buy-In with respect to an attempted conversion
      of
      shares of Conversion Common Stock with an aggregate sale price giving rise
      to
      such purchase obligation of $10,000, under clause (1) of the immediately
      preceding sentence the Company shall be required to pay to the holder $1,000.
      The holder shall provide the Company written notice indicating the amounts
      payable to the holder in respect of the Buy-In, together with applicable
      confirmations and other evidence reasonably requested by the Company. Nothing
      herein shall limit a holder’s right to pursue any other remedies available to it
      hereunder, at law or in equity including, without limitation, a decree of
      specific performance and/or injunctive relief with respect to the Company’s
      failure to timely deliver certificates representing shares of Conversion Common
      Stock upon conversion of the Series D Preferred Stock as required pursuant
      to
      the terms hereof.




8




(c)  Beneficial
      Ownership . 
      The Company shall not effect the conversion of any shares of Series D Preferred
      Stock, and a holder of Series D Preferred Stock shall not have the right to
      convert any shares of Series D Preferred Stock pursuant to Section
      6 ,
      to the
      extent that after giving effect to such conversion, a holder of Series D
      Preferred Stock (together with the Holder’s affiliates) would beneficially own
      shares of Voting Stock having in excess of 9.99% of the voting power of the
      Company (the “ Maximum
      Percentage ”)
      immediately after giving effect to such conversion.  For purposes of the
      foregoing sentence, the number of shares of Voting Stock beneficially owned
      by a
      holder of Series D Preferred Stock and its affiliates shall include the number
      of shares of Voting Stock issuable upon conversion of shares of Series D
      Preferred Stock with respect to which the determination of such sentence is
      being made, but shall exclude the number of shares of Voting Stock which would
      be issuable upon (A) conversion of the remaining, nonconverted portion of Series
      D Preferred Stock beneficially owned by a holder or any of its affiliates and
      (B) exercise or conversion of the unexercised or nonconverted portion of any
      other securities of the Company subject to a limitation on conversion or
      exercise analogous to the limitation contained herein beneficially owned by
      such
      holder or any of its affiliates.  Except as set forth in the preceding
      sentence, for purposes of this Section
      6(c) ,
      beneficial ownership shall be calculated in accordance with Section 13(d) of
      the
      Securities Exchange Act of 1934, as amended.  For purposes of this Section
      6(c) ,
      in
      determining the number of outstanding shares of Voting Stock, a holder of Series
      D Preferred Stock may rely on the number of outstanding shares of Voting Stock
      as reflected in the most recent of (x) the Company’s most recent Form 10-K, Form
      10-Q or Form 8-K, as the case may be, or (y) a more recent public announcement
      by the Company or other more recent notice by the Company or the Transfer Agent
      setting forth the number of shares of Voting Stock outstanding.  For any
      reason at any time, upon the written or oral request of a holder of Series
      D
      Preferred Stock, the Company shall within one (1) business day confirm in
      writing and orally to such holder the number of shares of Voting Stock then
      outstanding.  In any case, the number of outstanding shares of Voting Stock
      shall be determined after giving effect to the conversion or exercise of
      securities of the Company, including the Series D Preferred Stock, by a holder
      of Series D Preferred Stock or its affiliates since the date as of which such
      number of outstanding shares of Voting Stock was reported. For purposes of
      this
      Section 6(c), the Company shall be entitled to rely upon the information with
      respect to beneficial ownership set forth in the Conversion Notice (as
      calculated in accordance with this Section 6(c)) delivered by the holder
      electing to convert shares of Series D Preferred Stock.




(d)  Conversion
      Adjustment .




(i)  In
      the
      event the Company shall, at any time after the date of first issuance of any
      share of Series D Preferred Stock (the “ Issuance
      Date ”),
      declare or pay any dividend or make any distribution on Common Stock payable
      in
      shares of Common Stock, or effect a subdivision or split or a combination,
      consolidation or reverse split of the outstanding shares of Common Stock into
      a
      greater or lesser number of shares of Common Stock, then in each such case
      the
      Conversion Ratio shall be adjusted, so that the holder of any shares of Series
      D
      Preferred Stock shall be entitled to receive upon conversion thereof the number
      of shares of Conversion Common Stock or other securities or property that such
      holder would have owned or have been entitled to receive upon the happening
      of
      such event had such Series D Preferred Stock been converted immediately prior
      to
      the relevant record date or, if there is no such record date, the effective
      date
      of such event at the Conversion Ratio then in effect whether or not the Series
      D
      Preferred Stock is at the time convertible into Conversion Common
      Stock.




9




(ii)  Except
      for the Warrant Distribution and grants or awards made pursuant to the New
      Incentive Plan and the issuance, in each case, of shares of Common Stock upon
      exercise thereof, in the event the Company shall, at any time following the
      date
      of this Certificate of Designation and prior to the Filing Date, issue shares
      of
      Common Stock or Substitute Common Stock or any right, option, warrant,
      convertible security or other security exercisable, convertible or exchangeable,
      directly or indirectly, with or without consideration, into or for shares of
      Common Stock or Substitute Common Stock (“ Equity
      Securities ”),
      at an
      Issue Price that is less than the Conversion Price then in effect, then
      effective upon the occurrence of any such issuance, the Conversion Ratio shall
      be adjusted in accordance with the following formula:




R
            =RoxPox (No+ NI) (NIx
              I) + (Nox
              Po)




where:




R
              =
            the
                adjusted Conversion Ratio in effect immediately following such
                issuance.





Ro=
            the Conversion Ratio in effect
              immediately prior to such issuance.





Po=
            the Conversion Price in effect
              immediately prior to such issuance.





No=
            the aggregate number of shares of Common
              Stock and Substitute Common Stock outstanding immediately prior to
              such
              issuance.





NI=
            the aggregate number of shares of Common
              Stock
              and Substitute Common Stock issued or the maximum number of shares
              of
              Common Stock and Substitute Common Stock issuable, directly or indirectly,
              upon the exercise, conversion or exchange of the Equity Securities
              issued
              in such issuance.






10




I =
            the
              Issue Price.




For
      example:




Assume
      that (1) the Company shall have outstanding one hundred thirty million
      (130,000,000) shares of Common Stock, including shares of Common Stock issuable
      upon conversion of all outstanding shares of Preferred Stock; (2) the Conversion
      Price is $[0.50] per share; and (3) the Company offers and sells thirty million
      (30,000,000) shares of Common Stock at a price of $0.25 per share. The
      Conversion Ratio would be adjusted as follows:




R
                  =
              [1]
              x
              $0.50
                  x (130,000,000 + 30,000,000)(30,000,000
                  x $0.25) + (130,000,000 x $0.50)=
              1.103
  With
        this
        new Conversion Ratio, the Conversion Price would be adjusted as
        follows:
  P =
              $0.50
              x
              ([1]/1.103)=
              $0.4533




Upon
      the
      expiration of the time for exercise, conversion or exchange of Equity Securities
      in respect of whose issuance adjustments were made pursuant to this subsection
      (ii), if any of such Equity Securities shall not have been exercised, converted
      or exchanged, then the Conversion Ratio and the Conversion Price shall be
      readjusted and shall thereafter be such as each would have been had each been
      originally adjusted as if (x) the only shares of Conversion Common Stock
      issuable upon exercise, conversion or exchange of such Equity Securities were
      the shares of Conversion Common Stock, if any, actually issued or sold upon
      the
      exercise, conversion or exchange thereof and (y) such shares of Conversion
      Common Stock so issued or sold, if any, were issuable for the consideration
      actually received by the Company upon such exercise, conversion or exchange
      plus
      the aggregate consideration, if any, actually received by the Company for the
      issuance, sale or grant of all such Equity Securities whether or not exercised,
      converted or exchanged.




For
      purposes of computing any adjustment pursuant to this subsection (ii), the
      number of outstanding shares of Common Stock and Substitute Common Stock shall
      include, without duplication, (I) all shares of Common Stock and Substitute
      Common Stock issuable upon conversion of shares of Preferred Stock that are
      at
      the time convertible into shares of Common Stock or Substitute Common Stock,
      and
      (II) all shares of Common Stock and Substitute Common Stock that are at the
      time
      issuable upon exercise, conversion or exchange of any Equity Securities in
      respect of whose issuance adjustments were previously made pursuant to this
      subsection (ii).




11




(iii)  The
      “ Conversion
      Price ”
shall
      initially be $0.52348861 and shall be adjusted from time to time as provided
      in
      this subsection (iii). If the Conversion Ratio shall be adjusted pursuant to
      subsection (i) or subsection (ii) above, then in each such case, a corresponding
      adjustment shall be made to the Conversion Price in accordance with the
      following formula:




P
              =
              Po
              X
              RoR
 where:
  P
                =the
                adjusted Conversion Price in effect immediately following such
                adjustment.Po=the
                Conversion Price in effect immediately prior to such
                adjustment.Ro= the Conversion Ratio in effect immediately prior to the
                adjustment.R
                =the
                Conversion Ratio in effect immediately followingthe
                adjustment.




(iv)  The
      provisions of this Section
      6(e) shall be
      applied successively each time there shall occur any event for which an
      adjustment is required to be made pursuant to subsection (i) or subsection
      (ii)
      above.




(v)  Adjustments
      for Reorganization, Merger, Consolidation or Sales of  Assets .
      If at
      any time or from time to time after the Issuance Date there shall be a capital
      reorganization of the Company (other than by way of dividends or distributions
      or a subdivision or stock split or a combination, combination, consolidation
      or
      reverse split on Conversion Common Stock provided for in Section
      6(d)(i)) ,
      or a
      merger or consolidation of the Company with or into another corporation where
      the holders of outstanding voting securities prior to such merger or
      consolidation do not own over 50% of the outstanding voting securities of the
      merged or consolidated entity, immediately after such merger or consolidation,
      or the sale of all or substantially all of the Company’s properties or assets to
      any other person (an “ Organic
      Change ”),
      then
      as a part of such Organic Change an appropriate revision to the Conversion
      Ratio
      shall be made if necessary and provision shall be made if necessary (by
      adjustments of the Conversion Ratio or otherwise) so that the holder of each
      share of Series D Preferred Stock shall have the right thereafter to convert
      such share of Series D Preferred Stock into the kind and amount of shares of
      stock and other securities or property of the Company or any successor
      corporation resulting from such Organic Change. In any such case, appropriate
      adjustment shall be made in the application of the provisions of this Section
      6(d)(v) with
      respect to the rights of the holders of the Series D Preferred Stock after
      the
      Organic Change to the end that the provisions of this Section
      6(d)(v) (including any adjustment in the Conversion Ratio then in effect and the number
      of shares of stock or other securities deliverable upon conversion of the Series
      D Preferred Stock) shall be applied after that event in as nearly an equivalent
      manner as may be practicable.




12




(vi)  Certain
      Issues Excepted .
      Anything herein to the contrary notwithstanding, the Company shall not be
      required to make any adjustment to the Conversion Ratio upon (A) Conversion
      Common Stock or Equity Securities issued (other than for cash) in connection
      with a merger, acquisition, or consolidation; (B) Common Stock issued pursuant
      to the conversion or exercise of convertible or exercisable securities issued
      or
      outstanding on or prior to the Issuance Date; (C) Conversion Common Stock or
      Equity Securities issued in connection with bona fide strategic license
      agreements or other partnering arrangements so long as such issuances are not
      for the purpose of raising capital; (D) Common Stock issued or the issuance
      or
      grants of options to purchase Common Stock pursuant to (I) the Issuer’s stock
      option plans and employee stock purchase plans outstanding as they exist on
      the
      Issuance Date, or (II) the New Incentive Plan; (E) the Warrant Distribution
      and
      the issuance of shares of Common Stock upon exercise thereof; and (F) any
      Conversion Common Stock or Equity Securities issued in a Qualified Financing
      following the Filing Date.




(e)  No
      Impairment .
      The
      Company shall not, by amendment of its Certificate of Incorporation or through
      any reorganization, transfer of assets, consolidation, merger, dissolution,
      issue or sale of securities or any other voluntary action, avoid or seek to
      avoid the observance or performance of any of the terms to be observed or
      performed hereunder by the Company.




(f)  Certificates
      as to Adjustments .
      Upon
      occurrence of each adjustment or readjustment of the Conversion Ratio or number
      of shares of Conversion Common Stock issuable upon conversion of the Series
      D
      Preferred Stock pursuant to this Section
      6 ,
      the
      Company at its expense shall promptly compute such adjustment or readjustment
      in
      accordance with the terms hereof and furnish to each holder of such Series
      D
      Preferred Stock a certificate setting forth such adjustment and readjustment,
      showing in detail the facts upon which such adjustment or readjustment is based.
      The Company shall, upon written request of the holder of such affected Series
      D
      Preferred Stock, at any time, furnish or cause to be furnished to such holder
      a
      like certificate setting forth such adjustments and readjustments, the
      Conversion Ratio in effect at the time, and the number of shares of Conversion
      Common Stock and the amount, if any, of other securities or property which
      at
      the time would be received upon the conversion of a share of such Series D
      Preferred Stock. Notwithstanding the foregoing, the Company shall not be
      obligated to deliver a certificate unless such certificate would reflect an
      increase or decrease of at least one percent of such adjusted
      amount.




(g)  Issue
      Taxes .
      The
      Company shall pay any and all issue and other taxes, excluding federal, state
      or
      local income taxes, that may be payable in respect of any issue or delivery
      of
      shares of Conversion Common Stock on conversion of shares of Series D Preferred
      Stock pursuant hereto; provided , however ,
      that
      the Company shall not be obligated to pay any transfer taxes resulting from
      any
      transfer requested by any holder in connection with any such
      conversion.




13




(h)  Notices .
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed given if delivered personally or by facsimile or three (3) business
      days
      following being mailed by certified or registered mail, postage prepaid,
      return-receipt requested, addressed to the holder of record at its address
      appearing on the books of the Company. The Company will give written notice
      to
      each holder of Series D Preferred Stock at least twenty (20) days prior to
      the
      date on which the Company closes its books or takes a record (i) with respect
      to
      any dividend or distribution upon the Conversion Common Stock, (ii) with respect
      to any pro rata subscription offer to holders of Conversion Common Stock or
      (iii) for determining rights to vote with respect to any Organic Change,
      dissolution, liquidation or winding-up and in no event shall such notice be
      provided to such holder prior to such information being made known to the
      public. The Company will also give written notice to each holder of Series
      D
      Preferred Stock at least twenty (20) days prior to the date on which any Organic
      Change, dissolution, liquidation or winding-up will take place, but in no event
      shall such notice be provided to such holder prior to such information being
      made known to the public.




(i)  Fractional
      Shares .
      No
      fractional shares of Conversion Common Stock shall be issued upon conversion
      of
      the Series D Preferred Stock. In lieu of any fractional shares to which the
      holder would otherwise be entitled, the Company shall round the number of shares
      to be issued upon conversion up to the nearest whole number of shares if such
      fraction is above 0.49 of a share and down if lower.




(j)  Reservation
      of Common Stock Prior to the Filing Date .




(i)  Stockholder
      Approval .




(1)  As
      promptly as practicable following the Issuance Date, the Company shall use
      reasonable best efforts to obtain the approval of the holders of the Company’s
      Common Stock of an amendment to the Company’s Certificate of Incorporation (the
“ Common
      Stock Authorization ”)
      to
      authorize for issuance under the Company’s Certificate of Incorporation a
      sufficient number of shares of Common Stock in order that all authorized shares
      of Series D Preferred Stock may be converted into Common Stock at the Conversion
      Ratio then in effect, after taking account of all shares of Common Stock then
      outstanding and all shares of Common Stock reserved for issuance, or that should
      have been reserved for issuance, in respect of all options, warrants,
      convertible securities or other rights to acquire Common Stock then outstanding.
      Without limitation, the Company shall (i) cause its Board of Directors to
      approve and submit to the holders of the outstanding Common Stock, as a class,
      for approval an amendment to the Certificate of Incorporation providing for
      the
      requisite increase in the number of shares of Common Stock authorized for
      issuance thereunder, (ii) if not previously filed, promptly, but in no event
      later than five (5) business days following the Issuance Date, file preliminary
      proxy materials for purposes of obtaining the Common Stock Authorization (the
      “ Authorization
      Proxy Materials ”)
      with
      the Securities and Exchange Commission (“ SEC ”)
      and
      use reasonable best efforts as promptly as reasonably practicable to resolve
      the
      comments of the staff of the SEC with respect to the Authorization Proxy
      Materials, (iii) call a meeting of the holders of Common Stock for the purpose
      of obtaining such approval and solicit and use reasonable best efforts to obtain
      proxies in support of such approval and (iv) take such other actions as the
      Board of Directors determine are reasonably necessary or appropriate for such
      purposes.




14




(2)  In
      the
      event that the Common Stock Authorization has not been obtained on or before
      the
      later of (x) April 5, 2007 and (y) forty five (45) days after the date on which
      the staff of the SEC has indicated that it has no further comments on the
      Authorization Proxy Materials (the “ Trigger
      Date ”),
      then,
      on the next business day and on the last day of each successive seven (7)
      calendar day period thereafter, for so long as the Common Stock Authorization
      has not been obtained, the Conversion Ratio shall be increased by one percent
      (1%) of the Conversion Ratio in effect on the Trigger Date, up to a maximum
      of
      fifty (50) such increases; provided that if
      the Conversion Ratio shall be adjusted, on one or more occasions, subsequent
      to
      Trigger Date pursuant to any of the provisions of Section
      6(d) ,
      then,
      from and after the date of any such adjustment, the increase in the Conversion
      Ratio provided in this Section shall equal one percent (1%) of the Conversion
      Ratio in effect on Trigger Date as so adjusted or successively adjusted.
      Notwithstanding such increase, the holders of the Series D Preferred Stock
      shall
      have any other remedy available to them at law or in equity for the failure
      of
      the Company to comply with its obligations under Section
      8 .




If
      the
      Conversion Ratio shall be adjusted pursuant to this Section, then in each such
      case, a corresponding adjustment shall be made to the Conversion Price in
      accordance with the formula set forth in Section
      6(e)(iii) .




For
      example, if the Trigger Date is April 5, 2007 and if the Conversion Ratio in
      effect on April 5, 2007 shall be 100 shares of Common Stock for each share
      of
      Series D Preferred Stock, then (I) if the Common Stock Authorization shall
      not
      be obtained on or before April 5, 2007, then on April 6, 2007, the Conversion
      Ratio shall increase to 101 shares of Common Stock for each share of Series
      D
      Preferred Stock; (II) if thereafter the Common Stock Authorization shall not
      have been obtained on or before April 12, 2007, the Conversion Ratio shall
      increase on April 13, 2007 to 102 shares of Common Stock for share of Series
      D
      Preferred Stock; (III) if thereafter there shall occur a split of the Common
      Stock in a ratio of two shares of Common Stock for each share of Common Stock
      outstanding such that the Conversion Ratio shall increase to 204 shares of
      Common Stock for each share of Series D Preferred Stock, and the Common Stock
      Authorization shall not have been obtained on or before April 19, 2007, the
      Conversion Ratio shall increase on April 20, 2007 to 206 shares of Common Stock
      for share of Series D Preferred Stock; and (IV) if the Common Stock
      Authorization shall thereafter be obtained on or before April 26, 2007, the
      Conversion Ratio shall cease to increase under this Section
      6(j) .




15




(3)  If
      the
      Common Stock Authorization shall not have been obtained on or before the Trigger
      Date, then, at any time thereafter, and for so long as the Common Stock
      Authorization shall not have been obtained, at the request of the holders of
      a
      majority of the shares of Series D Preferred Stock then outstanding, the Company
      shall use reasonable best efforts, as promptly as practicable, to obtain the
      authorization for issuance under applicable law (the “ Substitute
      Common Stock Authorization ”)
      of a
      sufficient number of shares of Substitute Common Stock in order that all
      authorized shares of Series D Preferred Stock may be converted into Substitute
      Common Stock at the Conversion Ratio then in effect. Without limitation, the
      Company shall (i) cause its Board of Directors to approve and submit to the
      holders of the shares of capital stock of the Company outstanding and entitled
      to vote generally (“ Voting
      Stock ”)
      an
      amendment to the Certificate of Incorporation providing for the authorization
      of
      a new class of Substitute Common Stock, (ii) promptly file preliminary proxy
      materials for purposes of obtaining the Substitute Common Stock Authorization
      with the SEC and use best efforts as promptly as practicable to resolve the
      comments of the staff of the SEC with respect to such proxy materials, (iii)
      call a meeting of the holders of all of Voting Stock for the purpose of
      obtaining such approval and solicit and use reasonable best efforts to obtain
      proxies in support of such approval, and (iv) take such other actions as the
      Board of Directors determine are necessary or appropriate for such
      purposes.




(k)  Reservation
      of Common Stock Following the Filing Date .
      Following the Filing Date, the Company shall, so long as any shares of Series
      D
      Preferred Stock are outstanding, reserve and keep available out of its
      authorized Conversion Common Stock, solely for the purpose of effecting the
      conversion of the Series D Preferred Stock, an amount of Conversion Common
      Stock
      at least sufficient to effect the conversion of all outstanding shares of Series
      D Preferred Stock into Conversion Common Stock.




(l)  Regulatory
      Compliance .
      If any
      shares of Conversion Common Stock to be reserved for the purpose of conversion
      of Series D Preferred Stock require registration or listing with or approval
      of
      any governmental authority, stock exchange or other regulatory body under any
      federal or state law or regulation or otherwise before such shares may be
      validly issued or delivered upon conversion, the Company shall, at its sole
      cost
      and expense, in good faith and as expeditiously as reasonably possible, endeavor
      to secure such registration, listing or approval, as the case may
      be.




7.  Lost
      or Stolen Certificates .
      Upon
      receipt by the Company of evidence satisfactory to the Company of the loss,
      theft, destruction or mutilation of any Preferred Stock Certificates, and,
      in
      the case of loss, theft or destruction, of any indemnification undertaking
      by
      the holder to the Company and, in the case of mutilation, upon surrender and
      cancellation of the Preferred Stock Certificate(s), the Company shall execute
      and deliver new preferred stock certificate(s) of like tenor and date; provided , however ,
      the
      Company shall not be obligated to re-issue Preferred Stock Certificates if
      the
      holder contemporaneously requests the Company to convert such shares of Series
      D
      Preferred Stock into Conversion Common Stock.




16




8.  Remedies,
      Characterizations, Other Obligations, Breaches and Injunctive
      Relief .
      The
      remedies provided in this Certificate of Designation shall be cumulative and
      in
      addition to all other remedies available under this Certificate of Designation,
      at law or in equity (including a decree of specific performance and/or other
      injunctive relief), no remedy contained herein shall be deemed a waiver of
      compliance with the provisions giving rise to such remedy and nothing herein
      shall limit a holder’s right to pursue actual damages for any failure by the
      Company to comply with the terms of this Certificate of Designation. Amounts
      set
      forth or provided for herein with respect to payments, conversion and the like
      (and the computation thereof) shall be the amounts to be received by the holder
      thereof and shall not, except as expressly provided herein, be subject to any
      other obligation of the Company (or the performance thereof). The Company
      acknowledges that a breach by it of its obligations hereunder will cause
      irreparable harm to the holders of the Series D Preferred Stock and that the
      remedy at law for any such breach may be inadequate. The Company therefore
      agrees that, in the event of any such breach or threatened breach, the holders
      of the Series D Preferred Stock shall be entitled, in addition to all other
      available remedies, to an injunction restraining any breach, without the
      necessity of showing economic loss and without any bond or other security being
      required.




9.  Specific
      Shall Not Limit General; Construction .
      No
      specific provision contained in this Certificate of Designation shall limit
      or
      modify any more general provision contained herein. This Certificate of
      Designation shall be deemed to be jointly drafted by the Company and all initial
      purchasers of the Series D Preferred Stock and shall not be construed against
      any person as the drafter hereof.




10.  Failure
      or Indulgence Not Waiver .
      No
      failure or delay on the part of a holder of Series D Preferred Stock in the
      exercise of any power, right or privilege hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise of any such power, right
      or
      privilege preclude other or further exercise thereof or of any other right,
      power or privilege.




11.  Rounding
      of Numbers .
      Calculations made herein, and numbers used in connection with such calculations
      shall be rounded as follows: (i) share numbers and Conversion Ratios shall
      be
      rounded to the nearest sixth decimal place, and (ii) dollar values, including
      the Conversion Price, shall be rounded to the nearest eighth decimal place.




17


IN
      WITNESS WHEREOF, the undersigned has executed and subscribed this Certificate
      and does affirm the foregoing as true this 15th day of March, 2007.




**DOV
              PHARMACEUTICAL, INC.**By:
            /s/ Barbara
              DuncanName:
              Barbara DuncanTitle: Chief
              Executive Officer









**EXHIBIT
      A**




**DOV
      PHARMACEUTICAL, INC.**




**CONVERSION
      NOTICE**




Reference
      is made to the Certificate of Designation of the Relative Rights and Preferences
      of the Series D Preferred Stock of DOV Pharmaceutical, Inc. (the “ Certificate
      of Designation ”).
      In
      accordance with and pursuant to the Certificate of Designation, the undersigned
      hereby elects to convert the number of shares of Series D Preferred Stock,
      par
      value $1.00 per share (the “ Preferred
      Shares ”),
      of
      DOV Pharmaceutical, Inc., a Delaware corporation (the “ Company ”),
      indicated below into shares of Common Stock, par value $0.0001 per share or
      any
      substitute therefore (the “ Conversion
      Common Stock ”),
      of
      the Company, by tendering the stock certificate(s) representing the share(s)
      of
      Preferred Shares specified below as of the date specified below.




Date
                of Conversion:Number
                of shares of Voting Stock beneficially owned prior to the issuance
                of
                Conversion Common Stock contemplated by this Conversion Notice (calculated
                in accordance with Section 6(c) of the Certificate of
                Designation):
            1Number
                of Preferred Shares to be converted:Stock
                certificate no(s). of Preferred Shares to be converted:







*For
                Shares of Conversion Common Stock to be Issued in Certificated
                Form*:
              
              Please
                issue the Conversion Common Stock into which the Preferred Shares
                are
                being converted and, if applicable, any check drawn on an account
                of the
                Company in the following name and to the following address:
              Name:
                ______________________________
              Address:
                ____________________________
              ____________________________
              
              Tax
                ID : ____________________________
            
            *For
                Shares of Conversion Common Stock to be Issued in Book-Entry
                Form*:
              
              Please
                issue the Conversion Common Stock into which the Preferred Shares
                are
                being converted and, if applicable, any amount drawn on an account
                of the
                Company to the following account at the Depository Trust
                Company:
              
              DTC
                Account Name: ______________________
              DTC
                Account Number:
                ____________________





1   No
        conversion will be made unless this information is provided.




(Signatures
      Follow)







**DOV
      PHARMACEUTICAL, INC.**




**CONVERSION
      NOTICE**


Authorization :
  Holder:
        _____________________________
 
 By:
        ________________________________
 (Signature)
 Name:
        ______________________________
 Title:
        _______________________________
 
 Dated:
        _____, 200_




Signature
      Guaranty :




( *To
      be
      completed if shares of Conversion Common Stock are to be issued in a name or
      delivered to an address or an account number that is different from the name
      and
      address in which the Preferred Shares are held or in an account that differs
      from the account in which the Preferred Shares are held.)*




Authorized
        Signature:
        _______________________________________________________________________________
  Name:
        ___________________________________________________________________________________________
  Name
        of
        Firm:
        _____________________________________________________________________________________
  Title:
        _____________________________________________________________________________________________
  Address:
        __________________________________________________________________________________________
  Area
        Code
        and Telephone Number:
        _____________________________________________________________________
  Dated:
        ____________________________________________________________________________________________