**Exhibit
      10.42**





EMPLOYMENT
      AGREEMENT dated as of December 1, 2005, between Scott Myers (the "Executive")
      and DOV Pharmaceutical, Inc., a Delaware corporation (the "Company").





WHEREAS,
      the Company and the Executive desire to enter into this Employment Agreement
      to
      assure the Company of the continued services of the Executive and to set forth
      the duties and compensation of the Executive, all upon the terms and conditions
      hereinafter set forth;





NOW,
      THEREFORE, in consideration of the agreements and covenants contained herein,
      the Executive and the Company hereby agree as follows:





ARTICLE
      I





Employment





Section
      1.01. Term. The
      initial term of this Employment Agreement shall commence upon commencement
      of
      the Executive’s employment and, unless sooner terminated pursuant to Article III
      hereof, shall terminate on the date that is three years thereafter (the “Initial
      Employment Period”). Unless sooner terminated pursuant to Article III, the
      parties may by written agreement renew this Agreement for one year (each such
      one-year period hereinafter referred to as a “Renewal Period”; the Initial
      Employment Period and all Renewal Periods hereinafter referred to as the
“Employment Period”).





Section
      1.02.  Position .
      The
      Company shall employ the Executive and the Executive shall serve as Senior
      Vice
      President of Strategic Marketing and Commercialization during the Employment
      Period.





Section
      1.03. Duties .
      ( a )
      Subject
      to the responsibility vested in the Board of Directors of the Company (the
      “Board”) under the General Corporation Law of the State of Delaware, the
      Executive shall have such responsibility and authority as are customarily
      possessed and exercisable by the Senior Vice President of Strategic Marketing
      and Commercialization of a corporation. The Executive shall also perform such
      other executive and administrative duties (not inconsistent with the position
      of
      Senior Vice President of Strategic Marketing and Commercialization) as the
      Executive may reasonably be expected to be capable of performing on behalf
      of
      the Company and any subsidiaries and affiliates of the Company as may from
      time
      to time be authorized or directed by the Board.





( b )
      During
      the Employment Period, the Executive shall perform faithfully the duties covered
      by Section 1.02(a) to the best of his ability and devote his full business
      time
      and attention to the Company's business and not engage in any other business
      activities except with the approval of the Board provided that he may subject
      to
      Section 4.01 invest in companies not requiring his services and may subject
      to
      Section 1.03(a) devote reasonable time to charitable and civic
      affairs.








( c)
      The
      Company shall provide and pay for a standard directors and officers insurance
      policy insuring the Executive against liability arising out of the performance
      of his duties, and shall indemnify and hold the Executive harmless from
      liability arising out of his services hereunder.





ARTICLE
      II





Compensation





Section
      2.01. Basic
      Compensation .
      As
      compensation for the Executive's services hereunder, the Company shall pay
      to
      the Executive an annual salary of $330,000 (as adjusted, "Basic Compensation"),
      payable in bi-weekly or monthly installments. The Basic Compensation may be
      increased in the discretion of the Board.





Section
      2.02. Incentive
      Compensation .
      (a) In
      addition to Basic Compensation, the Executive shall together with other
      executive staff be considered at least annually for incentive compensation
      (“Incentive Compensation”) upon recommendation by the Compensation Committee.
      Its recommendation shall, among other factors considered relevant, take into
      account performance of the Company, increase in value of the Company and the
      Executive’s contribution thereto. Incentive Compensation shall be determined in
      the discretion of the Board upon such recommendation.





(b)  Incentive
      Compensation shall be paid to the Executive within 30 days after the Board’s
      determination provided that the Company may determine to pay out Incentive
      Compensation over a period not to exceed six months.





Section
      2.03. Other
      Benefits .
      ( a )
      During
      the Employment Period, the Company shall provide the Executive and maintain
      on
      the Executive’s behalf, or reimburse the Executive for carrying comprehensive
      medical insurance, disability insurance and life insurance of $300,000 on the
      life of the Executive. In addition, the Executive shall have the right to
      participate in the Company's other programs for the benefit of employees in
      accordance with their terms and as the same may be amended from time to time.





(b)  The
      Executive shall be eligible to participate in the Company’s stock option
      program. The terms of options held by the Executive (including the 285,000
      options referred to below) shall be governed by the Company’s standard stock
      option agreement in use at the time of grant, which for all options held by
      or
      issued to the Executive may incorporate the terms established by the Company’s
      stock option plan if any adopted subsequent to the date of grant provided that
      notwithstanding such stock option terms if any to be adopted to the contrary
      the
      Executive’s options to the extent not vested shall vest upon a termination of
      employment or pursuant to Section 3.01(d), or Section 3.03 or Section 3.04
      but
      be exercisable during the post-employment period established by such terms
      to be
      adopted. The Executive is granted non-qualified options to purchase 285 ,000
      shares of the Company’s common stock at a strike price determined by the closing
      price on commencement of the executive’s employment, vesting half in 18 months
      of full time employment and the balance vesting ratably quarterly over the
      remaining 18 months of full time employment. The other terms of such options
      shall be governed by the Company’s standard stock option agreement to be entered
      into, which will incorporate the terms established by the Company’s stock option
      plan as the same may be amended from time to time provided that, notwithstanding
      such stock option terms if any to the contrary, the Executive’s options to the
      extent not vested shall accelerate and vest fully upon a termination of
      employment pursuant to Section 3.01(d) and accelerate and vest ratably upon
      a
      termination pursuant to Section 3.04, but be exercisable during the
      post-employment period established by such terms to be adopted.





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(c)  The
      Company shall pay to or on behalf of the Executive a monthly automobile
      allowance of $1,000.





(d)  The
      Executive shall be entitled to six weeks of paid vacation in each calendar
      year.
      The Executive shall also be entitled to the same standard paid holidays given
      by
      the Company to senior executives generally, all as determined from time to
      time
      by the Board or appropriate committee thereof. Vacation time shall cumulate
      and
      carry forward from year to year provided that the Executive shall not be
      entitled to more than ten weeks of vacation in any one year without the
      permission of the Compensation Committee and provided that the Executive shall
      coordinate his vacation schedule with the Chief Executive Officer.





(e)  The
      Company shall reimburse the Executive for travel or other expenses or
      disbursements reasonably incurred or made by him in connection with the
      Company's business during the Employment Period upon receipt of reasonable
      documentation thereof.





(f)  The
      Company shall pay the Executive for expenses incurred by the Executive for
      corporate housing and travel to and from his primary residence until the earlier
      of the Company’s relocation and May 31, 2006.





(g)  The
      Company shall reimburse the Executive for reasonable legal fees and expenses
      up
      to $8,000 incurred in connection with review of this Employment
      Agreement.





(h)  The
      benefits set forth in this Section 2.03 shall be collectively referred to as
      the
“Benefits.”




ARTICLE
      III





Termination
      of Employment





Section
      3.01. Termination
      of Employment by Company





(a)
      Except as otherwise provided in this Article III and in Article IV, upon the
      occurrence of any of the following events, this Agreement and the rights and
      obligations of the parties hereunder shall terminate:





(i)
            "Disability"
                (as defined in Section 3.05(a)) of the Executive;
                or





(ii)
            conduct
                by the Executive constituting "Cause" (as defined in Section 3.05(b));
                or




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(b)  In
      the
      case of termination pursuant to Section 3.01(a)(i), the Company shall be
      obligated to pay the Executive and the Executive shall be entitled to receive,
      in complete and total satisfaction of the obligations of the Company hereunder,
      an amount equal to Basic Compensation, Incentive Compensation and Benefits
      for
      the period commencing on the date of termination and ending on the date that
      is
      nine months after the date of termination. Basic Compensation, Incentive
      Compensation and Benefits shall be paid in the manner and at the intervals
      provided in Article II.





(c)  In the
      case of termination pursuant to Section 3.01(a)(ii), the Company shall be
      obligated to pay the Executive and the Executive shall be entitled to receive,
      in complete and total satisfaction of the obligations of the Company hereunder,
      an amount equal to Basic Compensation, Incentive Compensation and Benefits
      through the date of such termination.





(d)  In
      the
      case of termination of the Executive by the Company other than pursuant to
      Section 3.01(a) or Section 3.02, the Company shall be obligated to pay the
      Executive and the Executive shall be entitled to receive, in complete and total
      satisfaction of the obligations of the Company hereunder, an amount equal to
      Basic Compensation commencing on the date of termination and ending three years
      after commencement of employment. Basic Compensation shall be paid at the
      intervals set forth in Article II.





Section
      3.02. Death .
      In the
      event of the death of the Executive during the Employment Period, the Employment
      Period shall terminate on the date of death and the Executive's designated
      beneficiary or, if none, his estate shall be entitled to receive, in complete
      and total satisfaction of the Company's obligations hereunder, Basic
      Compensation, Incentive Compensation and Benefits through such date of death
      and
      for a period of 90 days thereafter.





Section
      3.03. Termination
      of Employment by the Executive .
      ( a )
      If
      during the Employment Period there should occur any of the following events
      (each of the following being an event giving the Executive the right to resign
      for "Good Reason”): ( i )
      a
      change in the title and/or responsibilities of the Executive, such that the
      Executive is no longer functionally the Senior Vice President of Strategic
      Marketing and Commercialization and no longer has such responsibilities and
      authorities as are customarily exercisable by the Senior Vice President of
      Strategic Marketing and Commercialization of a corporation or ( ii )
      a
      failure by the Company to provide the Executive with Basic Compensation,
      Incentive Compensation or Benefits, other than a failure that is not in bad
      faith and is remedied by the Company within 15 days after receipt of notice
      thereof given by the Executive, or (iii) a breach by the Company of a material
      term of this Agreement that is not remedied by the Company within 15 days of
      notice thereof by the Executive, the Executive may elect to terminate his
      employment by notice to the Company (subject to Article IV). If the Executive
      exercises such election, the Employment Period shall terminate effective upon
      the later to occur of (x) receipt of such notice by the Company and (y)
      expiration of the 15-day period referred to in Section 3.03(a)(ii) or
      (iii).





( b )  If
      the
      Executive exercises his election to terminate pursuant to Section 3.03(a),
      the
      Company shall be obligated to pay the Executive and the Executive shall be
      entitled to receive, in complete and total satisfaction of the obligations
      of
      the Company hereunder, an amount equal to Basic Compensation for the period
      commencing on the date of such termination and ending three years after
      commencement of employment.





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( c )  If
      the
      Executive terminates this Employment Agreement for any reason other than those
      contained in Section 3.03(a), or this Agreement terminates pursuant to Section
      3.02, the rights and obligations of the parties hereunder shall terminate
      immediately (except as otherwise provided in Article IV) and the Employment
      Period shall terminate immediately except that the Executive shall be entitled
      to receive, in complete and total satisfaction of the obligations of the Company
      hereunder, his Basic Compensation, Incentive Compensation and Benefits through
      the date of such termination.





Section
      3.04. Change
      of Control .
      In the
      event the Executive terminates his employment within six months following a
      Change of Control (as defined in Section 3.05), the Company shall be obligated
      to pay the Executive, and the Executive shall be entitled to receive in complete
      and total satisfaction of the obligations of the Company hereunder, an amount
      equal to the Executive’s Basic Compensation for the period commencing on the
      date of termination and ending three years after commencement of employment
      or,
      if a larger period, nine months thereafter.





Section
      3.05. Definitions
      of Certain Terms .
      (a)
      "Disability" shall mean any physical or mental condition of the Executive that
      renders the Executive incapable of performing any substantial portion of the
      services contemplated hereby (as confirmed by competent medical evidence) and
      that has continued for at least 90 consecutive business days in any 12-month
      period or a total of six months during any 12-month period.





(b)  The
      following shall constitute conduct entitling the Company to terminate the
      Executive's employment for "Cause": (i) the Executive's willful refusal to
      perform or substantial disregard of the Executive’s duties to the Company that
      is not cured within ten days of written notice (specifying the failure) thereof
      from the Board, (ii) the commission by the Executive of a willful and material
      breach of Article IV, (iii) the conviction of any felony by the Executive (or
      the equivalent thereof under the laws of any state), (iv) the commission of
      any
      act constituting financial dishonesty against the Company (which act would
      be
      chargeable as a crime under applicable law), (v) the Executive‘s engaging in any
      other act of dishonesty, fraud, intentional misrepresentation, moral turpitude,
      illegality or harassment that, as determined in good faith by the Board, would
      (A) materially adversely affect the business or reputation of the Company with
      its current or prospective customers, supplies, lenders and/or other third
      parties with whom it does or might do business or (B) expose the Company to
      a
      risk of civil or criminal legal damage, liabilities or penalties, (vi) the
      repeated failure by the Executive to follow the directives of the Company’s
      chief executive officer or Board, or (vii) any material misconduct by the
      Executive in connection with the business affairs of the Company.





It
      shall
      be presumed that any termination of the Executive by the Company is without
      Cause, and such presumption may only be overcome by clear and convincing
      evidence that the termination of the Executive’s employment can properly be
      construed as for Cause. If the issue of “Cause” is litigated in a proceeding in
      any court or through any means of alternative dispute resolution and such issue
      is resolved in the Executive’s favor, the Company shall reimburse the Executive
      for all reasonable attorney’s fees, costs and expenses incurred by the Executive
      in such proceeding.





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(c)  ”Change
      of Control“ shall mean: ( i )
      a
      merger or consolidation of the Company with or into another corporation other
      than a transaction (A) in which the Company is the surviving Corporation (except
      where such other merger or consolidation party is controlled by or under common
      control with another corporation) or (B) merging or consolidating the Company
      with any corporation controlling, controlled by or under common control with
      the
      Company (in which case the surviving corporation shall be deemed the ”Company“
for purposes of this Agreement), or ( ii )
      the
      sale of all or substantially all the assets of the Company to any corporation
      or
      entity, other than a sale to any corporation or entity controlling, controlled
      by or under common control with the Company prior to such transaction (in which
      case the surviving corporation shall be deemed the ”Company“ for purposes of
      this Agreement).





ARTICLE
      IV





Non-Competition;
      Confidential Information





Section
      4.01 Non-Competition .
      (a)
      Subject to Sections 4.01(b) and 4.01(c), the Executive shall not engage in
      any
      activities, whether as employer, proprietor, partner, stockholder (other than
      as
      the holder of less than 5% of the stock of a corporation listed on a national
      securities exchange or in the National Association of Securities Dealers, Inc.
      Automated Quotation System (such a corporation being hereinafter referred to
      as
      a "Public Corporation")), director, employee, consultant or otherwise, of any
      company with substantially the same business as or that competes directly with
      the Company in the United States during the following periods:





(i)
            the
                Employment Period; and





(ii)
            during
                any period after the termination of this Agreement pursuant to Article
                3
                for which the Executive is being or has been paid Basic
                Compensation.





(b)  The
      Executive shall not be deemed to be in breach of this Agreement by reason of
      services performed for a subsidiary or affiliate of the Company.




(c)
      Notwithstanding anything to the contrary contained herein, if the Company finds
      that the Executive has violated any covenants contained in Section 4.01, 4.02
      or
      4.03, the Company shall be obligated to pay any amounts due to the Executive
      ("Escrow Amount") to Goodwin Procter LLP, as escrow agent ("Escrow Agent"),
      at
      599 Lexington Avenue, New York, New York 10022. Escrow Agent shall hold the
      Escrow Amount in escrow until a court or agency legally empowered to enforce
      the
      covenants contained in Section 4.01, 4.02 and 4.03 reaches a final determination
      whether the Executive has violated any such covenants or until mutually
      instructed by the parties. Escrow Agent shall disburse the Escrow Amount in
      accordance with such court or agency's final determination or pursuant to such
      party instructions.





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Section
      4.02 Non-Interference .
      During
      the Employment Period and the period of non-competition as determined pursuant
      to Section 4.01(a), the Executive:





(a)  shall
      not
      publicly disparage any of the products, services or actions of the Company
      or
      any of the Company's subsidiaries or affiliates; and





(b)  shall
      not, whether for his own account or for the account of any other individual,
      partnership, firm, corporation or other business organization, solicit, endeavor
      to entice away from the Company, or otherwise interfere with the relationship
      of
      the Company with any person or entity who is, or was within the then most recent
      12-month period, a customer or client of the Company.




Section
      4.03. Trade
      Secrets .
      The
      Executive shall not, at any time during the Employment Period or thereafter,
      use
      (except for the sole benefit of the Company, the Company's subsidiaries and
      affiliates) or, without the written consent of the Board, divulge to any person
      (other than, during the Employment Period, an executive of the Company or any
      of
      the Company's subsidiaries or other person to whom disclosure is reasonably
      necessary or appropriate or legally required in connection with the Executive's
      duties hereunder) any trade secrets or other confidential information of the
      Company or any of its subsidiaries or affiliates, except to the extent that
      (a)
      such information becomes a matter of public record, or is published in a
      newspaper, magazine or other periodical available to the general public, in
      each
      case, through no violation of this Agreement by the Executive or (b) such
      disclosure is required by oral questions, interrogatories, requests for
      information or documents, subpoena, civil investigative demand or similar
      process provided that the Executive shall immediately notify the Company of
      the
      existence, terms and circumstances surrounding such a request so that it may
      seek an appropriate protective order. When the Executive ceases to be employed
      by the Company, the Executive shall surrender to the Company all records and
      documents in any form obtained by him or entrusted to him during the course
      of
      his employment hereunder (together with all copies thereof) that pertain to
      the
      business of the Company or its subsidiaries or affiliates or that were paid
      for
      by the Company or any of the Company's subsidiaries or affiliates provided
      that
      the Executive may retain copies of such documents as may be necessary for the
      Executive's personal records for federal income tax purposes or, with the
      approval of the Board, for other purposes relating to the Executive's legal
      affairs, which approval shall not be unreasonably withheld.





Section
      4.04. Survival
      of Terms .
      The
      covenants contained in Sections 4.01, 4.02 and 4.03 shall survive the
      termination of the Executive's employment.




ARTICLE
      V





Miscellaneous





Section
      5.01. Services
      as Officer or Director .
      During
      the Employment Period, the Executive shall, if elected or appointed, serve
      as a
      director of the Company and as an officer and director of all current and future
      subsidiaries and affiliates of the Company without any additional compensation
      for such services provided that the Executive shall be provided with reasonable
      and customary directors and officers insurance if any such corporation is or
      becomes publicly held and further provided that the Company shall cause any
      such
      subsidiary and affiliate to save the Executive harmless from any and all
      liability arising out of the performance of the Executive’s duties as director
      and officer.





7


Section
      5.02. Right
      to Change Business .
      This
      Agreement and any rights or privileges granted to the Executive hereunder shall
      not prevent the Company or any of the Company's subsidiaries from exercising
      its
      corporate powers to modify the business operations or activities of such
      entity.





Section
      5.03. Notices .
      Any
      notice or request required or permitted to be given under this Employment
      Agreement shall be sufficient if in writing and delivered personally or sent
      by
      registered mail, return receipt requested, to the addresses set forth below
      or
      to any other address designated by either party by notice similarly given.
      Such
      notice shall be deemed to have been given upon the personal delivery thereof
      or
      three days after the date of such mailing thereof, as the case may
      be.





If
      to the
      Executive, to:


J.
      Robert
      Horton


c/o
      DOV
      Pharmaceutical, Inc.


433
      Hackensack Avenue


Hackensack,
      New Jersey 07601





If
      to the
      Company, to:





DOV
      Pharmaceutical, Inc.


433
      Hackensack Avenue


Hackensack,
      New Jersey 07601


Attention
      of the CEO








Section
      5.05. Assignment
      and Succession .
      The
      Executive acknowledges that the services to be rendered by him hereunder are
      unique and personal. Accordingly, the Executive may not assign any of his rights
      or delegate any of his duties or obligations under this Agreement. The rights
      and obligations of the Company under this Agreement shall inure to the benefit
      of and be binding upon its successors and assigns.





Section
      5.06. Headings .
      The
      headings contained in this Agreement are for convenience of reference only
      and
      shall not define or limit the provisions hereof.





Section
      5.07. Applicable
      Law .
      This
      Agreement shall be interpreted in accordance with the laws of the State of
      New
      Jersey, without regard to conflict of law rules. Each party hereby irrevocably
      consents and submits to the in  personam jurisdiction of any court of general jurisdiction in the State of New Jersey,
      which shall serve as the sole and exclusive forum in any suit, action or
      proceeding arising out of or in connection with this Agreement.





8


Section
      5.08. Withholding
      Taxes .
      The
      Company may withhold from any amounts payable under this Agreement such federal,
      state or local taxes as shall be required to be withheld pursuant to any
      applicable law or regulations.





Section
      5.9. Entire
      Agreement; Amendments .
      This
      Agreement contains the entire understanding of the parties hereto with regard
      to
      the subject matter contained herein, and supersedes all prior agreements or
      understandings between the parties hereto or any related parties. This Agreement
      may be amended only pursuant to a writing signed by both parties
      hereto.





Section
      5.10. Waivers .
      Any
      term or provisions of this Agreement may be waived, or the time for its
      performance may be extended, by the party or parties entitled to the benefits
      thereof but only to the extent evidenced by a writing executed by such party.
      The failure of any party hereto to enforce at any time any provision of this
      Agreement shall not be construed to be a waiver of such provision, nor in any
      way to affect the validity of this Agreement or any part hereof or the right
      of
      any party thereafter to enforce each and every such provision. No waiver of
      any
      breach of this Agreement shall be held to constitute a waiver of any other
      or
      subsequent breach.





Section
      5.11. Partial
      Invalidity .
      Each
      provision hereof shall be interpreted in such manner as to be effective and
      valid under applicable law, but in case any one or more of the provisions
      contained herein is for any reason held to be unenforceable in any respect,
      such
      unenforceability shall not affect any other provisions of this Agreement, and
      this Agreement shall be construed as if such unenforceable provision or
      provisions had never been contained herein unless the deletion of such provision
      or provisions would result in such a material change as to cause the remaining
      terms hereof to be unreasonable.




Section
      5.12. Execution
      of Counterparts .
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      considered an original instrument, but all of which shall be considered one
      and
      the same agreement, and shall become binding when one or more counterparts
      have
      been signed by each of the parties and delivered to the other.





IN
      WITNESS WHEREOF the Company has caused this Agreement to be signed by its duly
      authorized officer and the Executive has signed this Agreement as of the day
      and
      year first above written.




DOV
              Pharmaceutical, Inc.By:
            /s/ J.
              Robert
              HortonJ.
              Robert HortonSenior
              Vice President and General Counsel  By:
            /s/ Scott
              MyersScott
              Myers




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