Exhibit 10.35

CONSENT AND AGREEMENT

Consent And Agreement(this "Agreement") dated December 13, 2002 (the "Effective Date") is made by and
among American Cyanamid Company, 5 Giralda Farms, Madison, New Jersey 07940 ("ACY"), and Neurocrine Biosciences, Inc., 10555 Science Center Drive, San Diego, California 92121 ("Neurocrine"),
and DOV Pharmaceutical, Inc., 433 Hackensack Avenue, Hackensack, New Jersey 07601 ("DOV"). ACY, Neurocrine and DOV may each be referred to herein individually as a "Party" and collectively as
the "Parties".

WHEREAS, DOV and ACY entered into a License Agreement dated May 29, 1998 (as amended from time to time, the "License Agreement")
pursuant to which DOV was granted an exclusive license from ACY to the compound designated as CL 285,489 (the "Compound");

WHEREAS, DOV and Neurocrine entered into a Sublicense Agreement dated June 30, 1998 (as amended from time to time, the "Sublicense
Agreement") pursuant to which DOV sublicensed to Neurocrine its rights under the License Agreement in the Patent Rights and Know-How (each as defined in the Sublicense Agreement) to, among
other things, make and sell the Licensed Product (as defined in the Sublicense Agreement).

WHEREAS, Neurocrine desires to further sublicense the rights sublicensed to it under the Sublicense Agreement;

WHEREAS, Neurocrine and DOV would now like to amend the Sublicense Agreement, and ACY and DOV would now like to amend the License
Agreement.

NOW THEREFOREin consideration of the foregoing, the promises, mutual covenants and obligations set forth below, and other good and
valuable consideration, the Parties agree as follows.

1.    LICENSE AGREEMENT.



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| |  | Average percentage  |  |                
| |  | ------------------- |  | ---------------
| |  | discount on a       |  | = (1-A/B) × 100
| |  | particular "bundle" |  |                





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2.    SUBLICENSE AGREEMENT.





| |  | Average percentage  |  |                
| |  | ------------------- |  | ---------------
| |  | discount on a       |  | = (1-A/B) × 100
| |  | particular "bundle" |  |                



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3.    SUBLICENSES AND STANDBY LICENSES.



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4.    MISCELLANEOUS.



Wyeth Pharmaceuticals

| |  | If to ACY:        |  |                                                                                                                         
| |  | ----------------- |  | ------------------------------------------------------------------------------------------------------------------------
| |  |                   |  | 555 E. Lancaster Ave.
St. Davids, Pennsylvania 19087
Attn: Senior Vice President, Global Business Development           
| |  |                   |  | With a copy to:                                                                                                         
| |  |                   |  | Wyeth
5 Giralda Farms
Madison, New Jersey 07940
Attn: General Counsel                                                   
| |  | If to Neurocrine: |  | Neurocrine Biosciences, Inc.
10555 Science Center Drive
San Diego, California 92121
Attn: CEO
With copy: General Counsel
| |  | If to DOV:        |  | DOV Pharmaceutical, Inc.
433 Hackensack Avenue
Hackensack, New Jersey 07601
Attn: CEO
With copy: General Counsel        



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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.

AMERICAN CYANAMID COMPANY

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By:
Title:

NEUROCRINE BIOSCIENCES, INC.

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By:
Title:

DOV PHARMACEUTICAL, INC.

/s/ROBERT HORTON

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By:        Robert Horton
Title:  Vice President

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EXHIBIT A

[Letterhead
of Neurocrine Biosciences, Inc.]

JOINDER AGREEMENT

,
2002

American
Cyanamid Company

5
Giralda Farms

Madison,
New Jersey 07940

DOV
Pharmaceutical, Inc.

433
Hackensack Ave.

Hackensack,
New Jersey 07601



Ladies
and Gentlemen:

All
terms defined in the Agreement shall when used herein have their defined meanings.

Pursuant
to Section 3.1 of the Agreement, Neurocrine acknowledges that it has entered into an Additional Sublicense Agreement with [Name of Approved
Sublicensee] as an Approved Sublicensee.

By
this Joinder Agreement, Neurocrine agrees, and each signatory below also agrees, that [Name of Approved Sublicensee] shall be deemed to be a party to the
Agreement effective as of the Effective Date to the extent and solely to the extent that it and shall have all rights and obligations as an Approved Sublicensee under sections 1.1, 2.1, 3.1, 3.3, 3.4,
3.5, 3.6, and 4.1-4.7 of the Agreement.

| | Sincerely yours,            
| | ----------------------------
| | NEUROCRINE BIOSCIENCES, INC.
| |                             
| | By                          



[NAME
OF APPROVED SUBLICENSEE]

By:

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AMERICAN
CYANAMID COMPANY

By:

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DOV
PHARMACEUTICAL, INC.

By:    /s/
Robert Horton

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