**SECURITIES
AND EXCHANGE COMMISSION**
 **Washington,
D.C. 20549**
  **FORM
10-K**
 **(Amendment
No. 1)**
 
 (Mark
One)
 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 THE
SECURITIES EXCHANGE ACT OF 1934
 
 For the
fiscal year ended December 31, 2004
 
 OR
 
 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
 THE
SECURITIES EXCHANGE ACT OF 1934
 
 For the
transition period from ___________ to ____________
 
 **Commission
file number 000-49730**
 
 
 
 **DOV
PHARMACEUTICAL, INC.**
 (Exact
Name of Registrant as Specified in its Charter)
 
 **Delaware**
      (State
      or Other Jurisdiction
      of
      Incorporation or Organization)
    
    **22-3374365**
      (I.R.S.
      Employer
      Identification
      No.)
 
 ****
 **Continental
Plaza**
 **433
Hackensack Avenue**
 **Hackensack,
New Jersey 07601**
 (Address
of principal executive office)
 
 **(201) 968-0980**
 (Registrant’s
telephone number, including area code)
 
 
 
 Securities
registered pursuant to Section 12 (b) of the Act: None
 
 Securities
registered pursuant to Section 12 (g) of the Act:
 Common
Stock, $0.0001 par value
 
 Indicate
by check mark whether registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes x No o
  1
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o
 
 Indicate
by check mark whether registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). Yes x No o
 
 The
aggregate market value of the voting stock held by non-affiliates of registrant
as of June 30, 2004 totaled approximately $297.2 million based on the
then-closing stock price as reported by the Nasdaq National Market.
 
 On
February 17, 2005,  there
were outstanding 22,667,929 shares of registrant’s common stock, par value
$0.0001 per share.
 
 
 2
 **DOV
PHARMACEUTICAL, INC.**
 
 **Form
10-K**
 **(Amendment
No. 1)**
 
 **For
the Year Ended December 31, 2004**
 
 **Explanatory
Note**
 
 We filed
our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 on
March 15, 2005. This Amendment No. 1 on Form 10-K/A is being filed solely for
the purpose of filing as Exhibits 23.1 and 23.2 hereto revised versions of the
Consents of our Independent Registered Public Accounting Firm. The revised
Consents of Independent Registered Public Accounting Firm attached hereto as
Exhibits 23.1 and 23.2 supercede and replace Exhibits 23.1 and 23.2 (stored as
Exhibits 23.2 and 23.3 on the Securities and Exchange Commission’s EDGAR system)
filed with our original Annual Report on Form 10-K for the year ended December
31, 2004. The purpose of the revisions to the Consents of our Independent
Registered Public Accounting Firm is to correct the original consents to
incorporate by reference its March 14, 2005 report into one of the Company’s
existing registration statements ( Registration
Statement on Form S-3 originally filed on Form S-1 (File Number
333-112727)) .
 
 NO
ATTEMPT HAS BEEN MADE IN THIS AMENDMENT NO. 1 ON FORM 10-K/A TO THE ANNUAL
REPORT ON FORM 10-K TO OTHERWISE MODIFY OR AMEND DISCLOSURES CONTAINED IN OUR
ORIGINAL FILING OR TO MODIFY OR UPDATE FOR EVENTS WHICH OCCURRED SUBSEQUENT TO
THE ORIGINAL FILING. THIS AMENDMENT DOES NOT CHANGE ANY PREVIOUSLY REPORTED
FINANCIAL RESULTS OF OPERATIONS OR ANY DISCLOSURES CONTAINED IN THE ORIGINAL
FILING.
 
 **PART
IV**
 
 
 **ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**
 
 (a)
    The
      following documents are filed as part of this
report:
 
 (1)
    List
      of Financial Statements.
 The
following financial statements of DOV Pharmaceutical, Inc. and Report of
PricewaterhouseCoopers LLP are included in this report:
 Report of
Independent Registered Public Accounting Firm
 Consolidated
Balance Sheets as of December 31, 2003 and 2004
 Consolidated
Statements of Operations for the Years Ended December 31, 2002, 2003 and
2004
 Consolidated
Statements of Stockholders’ (Deficit)/ Equity for the Years Ended December 31,
2002, 2003 and 200 4
 Consolidated
Statements of Cash Flows for the Years Ended December 31, 2002, 2003 and
2004
 Notes to
Consolidated Financial Statements
 
 The
following financial statements of DOV (Bermuda), Ltd. (A Development Stage
Company) and Report of PricewaterhouseCoopers LLP are included in this report:
 Report of
Independent Registered Public Accounting Firm
 Consolidated
Balance Sheets as of December 31, 2001 and 2002
 Consolidated
Statements of Operations for the Years
Ended December 31, 2001 and 2002 and the Period from Inception (January 21,
1999) through December 31, 2002
 Consolidated
Statements of Stockholders’ Deficit for the Periods from Inception (January 21,
1999) through December 31, 2002
 Consolidated
Statements of Cash Flows for the Years Ended December 31, 2001 and 2002 and the
Period from Inception (January 21, 1999) through December 31, 2002
 Notes to
Consolidated Financial Statements
  3
  (2)
    List
      of all Financial Statement Schedules.
 All the
schedules called for are omitted because they are not applicable or the required
information is included in the financial statements or notes
thereto.
 
 (3)
    List
      of Exhibits.
 Exhibits
are incorporated herein by reference or are filed with this report as indicated
in the “Index to Exhibits” in part (c) below (numbered in accordance with Item
601 of Regulation S-K).
 
 (b)
    Reports
      on Form 8-K.
 
 We filed
current reports on Form 8-K for the fourth quarter of 2004 on November 9, 2004
(Items 2.02 and 9.01), December 15, 2004 (Items 7.01, 8.01, and 9.01), December
16, 2004 (Items 8.01 and 9.01), December 21, 2004 (Items 8.01 and 9.01) and
December 23, 2004 (Items 1.01, 2.03, 3.02, and 9.01).
 
 4
  (c)  Exhibits.
 
 The
following exhibits are filed as part of, or incorporated by reference into, this
report:
 
 **Exhibit****No.**
    
    **Description**3.1
    
    Fourth
      Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to
      the Quarterly Report on Form 10-Q on May 29, 2002 and incorporated herein
      by reference).3.2
    
    Amended
      and Restated By-Laws of Registrant (filed as Exhibit 3.2 to the Quarterly
      Report on Form 10-Q on May 29, 2002 and incorporated herein by
      reference).3.3
    
    Certificate
      of Designations, Preferences and Rights of a Series of Preferred Stock of
      Registrant classifying and designating the Series E Junior Participating
      Cumulative Preferred Stock (filed as Exhibit 3.1 to the Current Report on
      Form 8-K on October 16, 2002 and incorporated herein by
      reference).4.1
    
    See
      Exhibits 3.1, 3.3 and 4.3 for instruments defining the rights of holders
      of common stock of Registrant.4.2
    
    Specimen
      certificate for shares of common stock, $0.0001 par value per share, of
      Registrant (filed as Exhibit 4.2 to Amendment No. 4 to the Registration
      Statement on Form S-1 (File No. 333-81484) on April 5, 2002 and
      incorporated herein by reference).4.3
    
    Shareholder
      Rights Agreement dated as of October 8, 2002, by and between Registrant
      and Continental Stock Transfer & Trust Co., as Rights Agent (filed as
      Exhibit 4.1 to the Current Report on Form 8-K on October 16, 2002 and
      incorporated herein by reference).10.1
    
    Lease
      Agreement dated as of May 24, 1999, by and between Continental Investors,
      L.P. and Registrant for commercial premises located at 433 Hackensack
      Avenue, Hackensack, New Jersey (filed as Exhibit 10.1 to the Registration
      Statement on Form S-1 (File No. 333-81484) on January 28, 2002 and
      incorporated herein by reference).10.3
    
    License
      Agreement dated as of May 29, 1998, by and between Registrant and
      American Cyanamid Company (filed as Exhibit 10.2 to Amendment No. 1 to the
      Registration Statement on Form S-1 (File No. 333-81484) on February 6,
      2002 and incorporated herein by reference).110.4
    
    Sublicense
      and Development Agreement dated as of June 30, 1998, by and between
      Registrant and Neurocrine Biosciences, Inc. as amended by that certain
      Consent and Agreement referred to in item 10.33 (filed as
      Exhibit 10.4 to Amendment No. 5 to the Registration Statement on
      Form S-1 (File No. 333-81484) on April 24, 2002 and
      incorporated herein by reference).110.5
    
    License,
      Research and Development Agreement dated as of January 12, 2001, by
      and between Registrant and Biovail Laboratories Incorporated as amended by
      that certain Confidential Patent License, Settlement, and Special Mutual
      Release Agreement (filed as Exhibit 10.4 to Amendment No. 1 to
      the Registration Statement on Form S-1 (File No. 333-81484) on
      February 6, 2002 and incorporated herein by
    reference).110.6
    
    Guaranty
      dated as of January 12, 2001, by Biovail Corporation in favor of
      Registrant (filed as Exhibit 10.5 to the Registration Statement on Form
      S-1 (File No. 333-81484) on January 28, 2002 and incorporated herein by
      reference).10.8
    
    Joint
      Development and Operating Agreement dated as of January 21, 1999, by and
      among Registrant, Elan Corporation, plc, Elan International Services,
      Ltd., DOV Bermuda, Ltd. (formerly DOV Newco, Ltd.), and Nascime Limited as
      amended by that certain Termination Agreement referred to in item 10.39
      (filed as Exhibit 10.7 to Amendment No. 1 to the Registration Statement on
      Form S-1 (File No. 333-81484) on February 6, 2002 and incorporated herein
      by reference).110.9
    
    Letter
      Agreement dated as of January 21, 1999, by and among Registrant, Elan
      Corporation, plc, Elan International Services, Ltd., DOV Bermuda, Ltd. as
      amended by that certain Termination Agreement referred to in item 10.39
      (formerly known as DOV Newco, Ltd.), and Nascime Limited signed in
      connection with the Joint Development and Operating Agreement referred to
      in 10.8 (filed as Exhibit 10.8 to the Registration Statement on Form S-1
      (File No. 333-81484) on January 28, 2002 and incorporated herein by
      reference).
  5
  **Exhibit****No.**
    
    **Description**10.10
    
    License
      Agreement dated as of January 20, 1999, by and between Registrant and
      Nascime Limited as amended by that certain Termination Agreement referred
      to in item 10.39 (filed as Exhibit 10.9 to Amendment No. 1 to the
      Registration Statement on Form S-1 (File No. 333-81484) on February 6,
      2002 and incorporated herein by reference).110.11
    
    License
      Agreement dated as of January 20, 1999, by and between Nascime Limited and
      Elan Corporation, plc as amended by that certain Termination Agreement
      referred to in item 10.39 (filed as Exhibit 10.10 to Amendment No. 1 to
      the Registration Statement on Form S-1 (File No. 333-81484) on February 6,
      2002 and incorporated herein by reference).110.14
    
    Registration
      Rights Agreement dated as of January 21, 1999, by and between Registrant
      and Elan International Services, Ltd. for shares of common stock received
      pursuant to the Securities Purchase Agreement referred to in 10.7as
      amended by that certain Letter Agreement and further amended by that
      certain Termination Agreement(filed
      as Exhibit 10.13 to the Registration Statement on Form S-1 (File No. 333-
      81484) on January 28, 2002 and incorporated herein by
      reference).10.16
    
    Registration
      Rights Agreement dated as of January 21, 1999, by and among Registrant,
      DOV Bermuda, Ltd. (formerly known as DOV Newco, Ltd.), and Elan
      International Services, Ltd. for shares of common stock received pursuant
      to the Joint Development and Operating Agreement referred to in 10.8 as
      amended by that certain Termination Agreement referred to in item 10.39
      (filed as Exhibit 10.14 to the Registration Statement on Form S-1 (File
      No. 333-81484) on January 28, 2002 and incorporated herein by
      reference).10.18
    
    Registration
      Rights Agreement dated as of June 20, 2000, by and among Registrant and
      Series C Investors (filed as Exhibit 10.16 to the Registration
      Statement on Form S-1 (File No. 333-81484) on January 28, 2002 and
      incorporated herein by reference).10.20
    
    Amended
      and Restated Stockholders Agreement dated as of August 30, 2001 by and
      among Registrant, Arnold Lippa, Bernard Beer, Series C Investors and
      Series D Investors (filed as Exhibit 10.18 to the Registration Statement
      on Form S-1 (File No. 333-81484) on January 28, 2002 and incorporated
      herein by reference).10.21
    
    Registration
      Rights Agreement dated as of August 30, 2001 by and among Registrant,
      Series C Investors and Series D Investors (filed as Exhibit 10.19 to the
      Registration Statement on Form S-1 (File No. 333-81484) on January 28,
      2002 and incorporated herein by reference).10.22
    
    Form
      of Warrant Agreement (filed as Exhibit 10.20 to the Registration Statement
      on Form S-1 (File No. 333-81484) on January 28, 2002 and incorporated
      herein by reference).10.23
    
    1998
      Stock Option Plan (filed as Exhibit 10.21 to the Registration Statement on
      Form S-1 (File No. 333-81484) on January 28, 2002 and incorporated herein
      by reference).10.24
    
    2000
      Stock Option and Grant Plan (filed as Exhibit 10.22 to the Registration
      Statement on Form S-1 (File No. 333-81484) on January 28, 2002 and
      incorporated herein by reference) as amended by the Amended and Restated
      2000 Stock Option and Grant Plan and the Second Amendment thereto (each
      filed as Appendix C to the Proxy Statement dated April 26,
      2004).10.25
    
    Stock
      Option Agreement dated as of July 10, 2000, by and between Registrant and
      Philip Skolnick for the grant of 250,000 stock options (filed as
      Exhibit 10.25 to Amendment No. 4 to the Registration Statement
      on Form S-1 (File No. 333-81484) on April 5, 2002 and incorporated herein
      by reference).10.26
    
    Employment
      Agreement dated as of December 10, 1998 between Registrant and Arnold S.
      Lippa (filed as Exhibit 10.24 to the Registration Statement on Form S-1
      (File No. 333-81484) on January 28, 2002 and incorporated herein by
      reference).
 6
 
 **Exhibit****No.**
    
    **Description**10.27
    
    Extensions
      of Employment Agreement dated as of December 10, 2001 and January 25,
      2005, by and between Registrant and Arnold S. Lippa (filed as Exhibit
      10.27 to Amendment No. 4 to the Registration Statement on Form S-1 (File
      No. 333-81484) on April 5, 2002 and as Exhibit 10.1 to the Current Report
      on Form 8-K on January 28, 2005 and incorporated herein by
      reference).10.33
    
    Consent
      and Agreement dated as of March 24, 2003, by and between Registrant,
      Neurocrine Biosciences, Inc. and ACY (filed as Exhibit 10.35 to the Annual
      Report on Form 10-K on March 31, 2003 and incorporated herein by
      reference).10.36
    
    Securities
      Purchase Agreement dated as of July 1, 2003 by and among Registrant, PW
      Juniper Crossover Fund, L.L.C., Caduceus Private Investment, LP, and
      OrbiMed Associates LLC (filed as Exhibit 10.1 to the Current Report on
      Form 8-K on July 8, 2003 and incorporated herein by
      reference).10.37
    
    Registration
      Rights Agreement dated as of July 1, 2003 by and among Registrant, PW
      Juniper Crossover Fund, L.L.C., Caduceus Private Investments, LP, and
      OrbiMed Associates LLC (filed as Exhibit 10.2 to the Current Report
      on Form 8-K on July 8, 2003 and incorporated herein by
      reference).10.38
    
    Form
      of Warrant Agreement dated as of July 1, 2003, by and among Registrant, PW
      Juniper Crossover Fund, L.L.C., Caduceus Private Investments, LP, and
      OrbiMed Associates LLC (filed as Exhibit 10.3 to the Current Report
      on Form 8-K on July 8, 2003 and incorporated herein by
      reference).10.39
    
    Termination
      Agreement dated as of October 21, 2003 by and among Registrant, Elan
      Corporation, plc, Elan International Services, Ltd., Elan Pharma
      International Limited, DOV (Bermuda), Ltd., and Nascime Limited
      (filed as Exhibit 10.1 to the Current Report on Form 8-K on
      October 22, 2003 and incorporated herein by
    reference).10.40
    
    Restated
      Employment Agreement dated as of January 19, 2004, by and between
      Registrant and Philip Skolnick(filed
      as Exhibit 10.40 to the Annual Report on Form 10-K on March 15, 2004 and
      incorporated herein by reference).10.41
    
    Employment
      Agreement dated as of July 29, 2002, by and between Registrant and Robert
      Horton (filed as Exhibit 10.41 to the Annual Report on Form 10-K on March
      15, 2004 and incorporated herein by reference).10.42
    
    Employment
      Agreement dated as of September 10, 2003, by and between Registrant and
      Warren Stern (filed as Exhibit 10.42 to the Annual Report on Form 10-K on
      March 15, 2004 and incorporated herein by reference).10.43
    
    Severance
      Agreement dated as of March 12, 2004, by and between Registrant and
      Bernard Beer (filed as Exhibit 10.43 to the Annual Report on Form 10-K on
      March 15, 2004 and incorporated herein by reference).10.44
    
    Third
      Amendment to Lease Agreement dated as of February 13, 2004, by and between
      Continental Investors, L.P. and Registrant for commercial premises located
      at 433 Hackensack Avenue, Hackensack, New Jersey (filed as Exhibit 10.44
      to the Annual Report on Form 10-K on March 15, 2004 and incorporated
      herein by reference).10.45
    
    Audit
      committee charter dated March 14, 2005.10.46
    
    Fourth
      Amendment to Lease Agreement dated as of March 11, 2004, by and between
      Continental Investors, L.P. and Registrant for commercial premises located
      at 433 Hackensack Avenue, Hackensack, New Jersey (filed as Exhibit 10.46
      to the Annual Report on Form 10-K on March 15, 2004 and incorporated
      herein by reference).10.47
    
    Securities
      Purchase Agreement dated as of March 29, 2004 by and between Registrant
      and Acqua Wellington Opportunity I Limited (filed as Exhibit 10.47 to the
      Registration Statement on Form S-1 filed on April 5, 2004 and incorporated
      herein by reference).10.48
    
    Registration
      Rights Agreement dated as of March 29, 2004 by and between Registrant and
      Acqua Wellington Opportunity I Limited (filed as Exhibit 10.48 to the
      Registration Statement on Form S-1 filed on April 5, 2004 and incorporated
      herein by reference).
 7
 
 **Exhibit****No.**
    
    **Description**10.49
    
    Consent
      Agreement and Amendment dated February 25, 2004 by and among Wyeth
      Holdings Corporation, Neurocrine Biosciences, Inc. and Registrant(filed
      as Exhibit 10.49 to the Quarterly Report on Form 10-Q on November 9, 2004
      and incorporated herein by reference).10.50
    
    License
      Agreement dated February 25, 2004 by and among Wyeth Holdings Corporation
      and Registrant(filed
      as Exhibit 10.50 to the Quarterly Report on Form 10-Q on November 9, 2004
      and incorporated herein by reference).10.51
    
    Amended
      and Restated License Agreement dated February 25, 2004 by and among Wyeth
      Holdings Corporation and Registrant(filed
      as Exhibit 10.51 to the Quarterly Report on Form 10-Q on November 9, 2004
      and incorporated herein by reference).10.52
    
    Employment
      Agreement dated as of August 3, 2004, by and between Registrant and
      Barbara Duncan(filed
      as Exhibit 10.52 to the Quarterly Report on Form 10-Q on November 9, 2004
      and incorporated herein by reference).10.53
    
    Exclusive
      License, Development and Commercialization Agreement, dated August 5,
      2004, by and between MSD Warwick (Manufacturing) Ltd. and Registrant,
      portions of which are subject to a request for confidential treatment
      (incorporated by reference to Exhibit 10.1 to the Current Report on Form
      8-K filed September 14, 2004).110.54
    
    Registration
      Rights Agreement, dated December 22, 2004, among Registrant, Citigroup
      Global Markets, Inc., Banc of America LLC, and CIBC World Markets Corp.
      (incorporated by reference to Exhibit 4.3 tothe
      Current Report on Form 8-K filed December 23, 2004).10.55
    
    Indenture,
      dated December 22, 2004, between Registrant, as Issuer, and Wells Fargo
      Bank, National Association, as Trustee(incorporated by reference to Exhibit 4.1 toRegistrant’s
      Current Report on Form 8-K filed December 23, 2004).10.56
    
    Fifth
      Amendment to Lease Agreement dated November 15, 2004 by and among MSNW
      Continental Associates, LLC and Registrant.(Previously filed)10.57
    
    Form
      of stock option agreement. (Previously filed)14.1
    
    Code
      of Business Conduct and Ethics (filed as Exhibit 14.1 to the Annual Report
      on Form 10-K on March 15, 2004 and incorporated herein by reference).14.2
    
    Audit
      Committee Complaint Procedures (filed as Exhibit 14.2 to the Annual Report
      on Form 10-K on March 15, 2004 and incorporated herein by
      reference).21.1
    
    Subsidiaries
      of Registrant (filed as Exhibit 21.1 to the Registration Statement on Form
      S-1
      (File
      No. 333-81484) and incorporated herein by reference).23.1
    
    Consent
      of PricewaterhouseCoopers LLP.23.2
    
    Consent
      of PricewaterhouseCoopers LLP.31.1
    
    Certification
      of Chief Executive Officer of DOV Pharmaceutical, Inc., pursuant to Rules
      13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
    
    Certification
      of Chief Financial Officer of DOV Pharmaceutical, Inc., pursuant to Rules
      13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32
    
    Certifications
      of Chief Executive Officer and Chief Financial Officer of DOV
      Pharmaceutical, Inc. pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (previously
      filed)1
    
    Previously filed with
      confidential treatment of certain provisions
  8
 
 **SIGNATURES**
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
 DOVPharmaceutical,
      Inc.By:
    /s/Arnold
      S. LippaName:Arnold
      S. Lippa
      Title:Chief Executive Officer and President
      Date:
      March 18, 2005
 
 Pursuant
to the requirements of the Securities Act of 1933, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
 
 **Signature**
    **Capacity**
    **Date**/s/
      Arnold S. Lippa
    Chief
      Executive Officer, President and Director (Principal Executive
      Officer)
    March
      18, 2005Arnold
      S. Lippa/s/
      Barbara G. Duncan
    Senior
      Vice President of Finance, Chief Financial Officer and
      Treasurer
      (Principal
      Financial and Accounting Officer)
    March
      18, 2005Barbara
      G. Duncan/s/
      Zola Horovitz
    Director
    March
      18, 2005Zola
      HorovitzDirectorPatrick
      Ashe/s/
      Daniel S. Van Riper
    Director
    March
      18, 2005Daniel
      S. Van Riper/s/
      Theresa A. Bischoff
    Director
    March
      18, 2005Theresa
      A. BischoffDirectorJonathan
      Silverstein
 9