EXHIBIT 10.44

                            THIRD AMENDMENT TO LEASE

         THIRD AMENDMENT TO LEASE made as of February 12, 2004, (the "Third
Amendment") by and between STELLAR CONTINENTAL LLC, a Delaware limited liability
company, with an office at 156 William Street, New York, New York 10038
("Lessor"), and DOV PHARMACEUTICALS INC., a Delaware corporation, located at 433
Hackensack Avenue, Hackensack, New Jersey 07601 ("Lessee").

                              W I T N E S S E T H:

         WHEREAS, Lessor's predecessor-in-interest and Lessee entered into a
lease dated May 24, 1999, as modified by a First Amendment to Lease dated July
31, 2000 (the "First Amendment") and a Second Amendment to Lease dated July 30,
2002 (the "Second Amendment"; the lease, as amended by the First Amendment and
the Second Amendment is hereinafter referred to as, the "Lease") whereby Lessee
is currently in possession of 7,185 gross rentable square feet on the lobby
level and 4,099 gross rentable square feet on the twelfth (12th) floor of the
Building (together, hereinafter, the "Existing Premises") of the building known
as 433 Hackensack Avenue, Hackensack, New Jersey (the "Building"); and

         WHEREAS, the Building is part of an office complex consisting of 401,
407, 411 and 433 Hackensack Avenue, Hackensack, New Jersey, which complex is
known as Continental Plaza (the "Complex"); and

         WHEREAS, Lessee wishes to lease and hire from Lessor, additional space
consisting of approximately 4,420 gross rentable square feet on the lobby level
of the Building (the "Additional Space'), as shown on Exhibit A annexed hereto
and made a part hereof, and Lessor is willing to lease the Additional Space to
Lessee; and

         WHEREAS, Lessor and Lessee wish to amend the Lease only upon and
subject to the provisions of this Third Amendment.

         NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars and
other good and valuable consideration exchanged by Lessor and Lessee, the
receipt and sufficiency of which hereby expressly are acknowledged; it is
AGREED:

         1. For the purposes of this Third Amendment, capitalized terms used
herein and not otherwise defined herein shall have the respective meanings
ascribed to them in the Lease.

         2. Lessor and Lessee hereby confirm that the Expiration Date of the
Lease is June 25, 2004. The Term is hereby extended from June 25, 2004 to and
including June 30, 2005; and Reference Page Sections (15) and (16) of the Lease
are deemed amended accordingly.


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         3. As of the date first written above (the "Effective Date"), and in
accordance with the provisions hereinafter contained, the Additional Space is
hereby Leased to Lessee by Lessor, and hired from Lessor by Lessee, through the
balance of the Term, such that the Existing Premises and Additional Space shall
be hereafter collectively referred to as the "Demised Premises" unless the
context dictates otherwise.

         4. With respect to the Existing Premises, only from and after the
Effective Date:

            (a) from the Effective Date through the remainder of the Term,
                Lessee shall pay to Lessor Annual Fixed Basic Rent in the sum of
                $293,384 (exclusive of Electric Rent Inclusion Factor for the
                Existing Premises and the Monthly Fixed Basic Rent shall be
                $24,448.69);

            (b) Lessee's Electric Rent Inclusion Factor shall be $16,926 per
                annum ($1,410.50 per month);

            (c) provided Lessee is not in default beyond the expiration of any
                applicable notice or cure periods and notwithstanding anything
                contained herein to the contrary, Lessee shall be entitled to a
                Term Fixed Basic Rent abatement in the amount of $36,673.00,
                said concession to be applied against the installments of
                Monthly Fixed Basic Rent due pursuant to this Lease, as amended,
                for the (i) the month commencing on July 1, 2004 and (ii) half
                of the month commencing on August 1, 2004 following the
                Effective Date (the "Concession Period"). The entire Fixed Basic
                Rent otherwise due and payable during the Concession Period
                shall become due and payable to Lessor upon the occurrence of an
                event of default by Lessee under the Lease.

         5. With respect to the Additional Space only from and after the
Effective Date:

            (a) the Annual Fixed Basic Rent shall be $88,400.00 (exclusive of
                the Electric Rent Inclusion Factor for the Additional Space, as
                described herein), and the Monthly Fixed Basic Rent shall be
                $7,366.67.

            (b) Lessee's Percentage shall be 0.75%;

            (c) the Base Operating Costs, Base Real Estate Taxes and Base
                Utility and Energy Costs shall be those Costs incurred during
                "Calendar Year 2004";

            (d) Lessee's Electric Rent Inclusion Factor shall be $6,630.00 per
                annum ($552.50 per month);


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            (e) Lessee shall be entitled to eighteen (18) non-reserved parking
                spaces of which twelve (12) shall be in the covered garage; and

            (f) Lessee shall be given rights respecting directory listings, keys
                and signage in proportion to the increase in gross rentable
                square footage leased by Lessee pursuant to the Lease as amended
                by this Amendment by reason of Lessee leasing the Additional
                Space.

            (g) Lessee has inspected the Additional Space, Building and Complex,
                and is thoroughly acquainted with their respective conditions
                and agrees to take same in its "AS IS" condition as of the date
                hereof.

            (h) Except as provided in this Third Amendment, the letting of the
                Additional Space shall be upon all of the terms and conditions
                of the Lease.

            (i) Lessee represents and warrants to Lessor that Cushman &
                Wakefield of New Jersey, Inc. ("Broker") is the sole broker with
                whom Lessee has dealt in bringing about this Third Amendment.
                Lessee and Lessor each agrees to hold the other harmless and
                indemnify and defend the other from and against any and all
                loss, cost, liability, damage and expense arising out of the
                inaccuracy of the representation contained in the preceding
                sentence and each party represents to the other that it has not
                engaged and is not responsible for the payment of a fee,
                commission or other compensation to any other person in
                connection with the Lease or the Third Amendment. Lessor shall
                pay Broker any fees or commissions due Broker as a result of
                this Third Amendment pursuant to the terms of a separate
                agreement with Broker.

            (j) Lessee and Lessor each represents, warrants and covenants that
                the other is not in default under any of its obligations under
                the Lease and that, to the best of its knowledge, the other is
                not in default of its obligations under the Lease, and no event
                has occurred nor do any circumstances exist which, with lapse of
                time or notice or both, would constitute a default by Lessor or
                Lessee under the Lease as modified by this Third Amendment.

            (k) Except as modified by this Third Amendment, the Lease and all of
                the covenants, agreements, terms, provisions and conditions
                thereof shall remain in full force and effect and are hereby
                ratified and affirmed. The covenants, agreements, terms,
                provisions and conditions contained in this Third Amendment
                shall bind the parties hereto and their respective successor and
                assigns and shall inure to the benefit of the parties hereto and
                their respective permitted successors and assigns. In the event
                of any conflict between the provisions of this Third


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                Amendment and the Lease, the provisions contained in this Third
                Amendment shall prevail and be paramount.

            (l) The submission of this Third Amendment for examination does not
                constitute a reservation of, or option for, the Additional Space
                and this Third Amendment becomes binding and effective only upon
                execution and delivery thereof by Lessor and Lessee.

         6. (a) Lessor agrees that, at Lessor's expense, it will do
     substantially all of the work in the Additional Space in accordance with
     Exhibit B ("Lessor's Work") attached hereto and made a part hereof.

                  (b) Lessee hereby agrees to contribute up to a maximum amount
of $49,991.00 toward the actual cost of Lessor's Work (the "Lessee's
Contribution"), which Lessee's Contribution shall be paid by Lessee to Lessor as
follows: (i) $24,995.00 upon Lessee's execution of Lease, (ii) $12,498 upon the
delivery, the roughing inspection to Lessee and (iii) $12,498 upon the earlier
to occur of (x) occupancy of the Demised Premises by Lessee or (y) the delivery
of a Certificate of Occupancy for the Additional Space (if required pursuant to
local law).

                  (c) All of Lessor's Work, whether paid for in whole or in part
by Lessee, is and shall remain the property of Lessor.

         7. Section 45 of the Lease is herby deleted in its entirety and the
         following is substituted therefor:

         Any notice by either party to the other shall be in writing and shall
         be deemed to have been duly given only if (a) delivered personally or
         (b) sent by registered mail or certified mail in a postpaid envelope or
         by regulated carrier service with return receipt or (c) sent by
         nationally recognized overnight courier service such as Federal
         Express, addressed if to Lessee, at the above-described Building, with
         a copy to Shepard, Federgreen, Gibbons Del Deo, et al, One Riverside
         Plaza, Newark, New Jersey 07102-5496; if to Lessor, at Lessor's address
         as set forth above, with copy to Meister Seelig & Fein LLP, 708 Third
         Avenue, 24th Fl., New York, New York 10017, Attention: Stephen B.
         Meister, Esq.; or to either at such other address as Lessee or Lessor,
         respectively, may designate in writing. Notice shall be deemed to have
         been duly given upon its receipt or rejection as evidenced by a bill of
         lading or return receipt or upon delivery if personally served.


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         IN WITNESS WHEREOF, Lessor and Lessee have entered into this Third
Amendment as of the day and year first written above, and acknowledge one to the
other that they possess the requisite authority to enter into this transaction
and to sign this Third Amendment.

DOV PHARMACEUTICALS, INC.           STELLAR CONTINENTAL LLC
                                    By: Stellar Capital Investors LLC,
                                        Its Manager

By:____________________________     By:________________________________



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