**Stock
      Option Agreement**


**Relating
      to but not under the DOV Pharmaceutical, Inc.**


**2000
      Stock Option and Grant Plan**





**Name
                of Optionee:**
              Scott
                  Myers****(the
                  “Optionee”)
 
 **No.
                of Option
                Shares**:
              285,000 Shares of Common
                Stock
 
 **Grant
                Date:**
              December 1, 2005 (the “Grant
                Date”)
 
 **50%
                Vesting
                Date**
              50% on June 1,
                2007
 
 **Further
                Vesting
                Schedule**
              8.33%
                ratably thereafter per quarter (subject to change of control acceleration
                pursuant to Section 2.03 (b) of December 1, 2005 employment
                agreement)
 
 **Expiration
                Date:**
              December 1, 2015 (the “Expiration
                Date”)
 
 **Option
                Exercise
                Price/Share:**
              $14.28
                (the “Option Exercise Price”)




DOV
      Pharmaceutical, Inc., a Delaware corporation (together with all successors
      thereto, the Company), hereby grants to the Optionee, who is an officer,
      employee, director, consultant or other key person of the Company or any of
      its
      Subsidiaries, an option (the Stock Option) to purchase on or prior to the
      Expiration Date, or such earlier date as is specified herein, all or any part
      of
      the number of shares of Common Stock, par value $0.0001 per share (Common
      Stock) ,
      of the
      Company indicated above (the Option Shares, and such shares once issued shall
      be
      referred to as the Issued Shares), at the Option Exercise Price, subject to
      the
      terms and conditions set forth in this Qualified Stock Option Agreement (this
      “Agreement”).





**1.**  **Definitions** **.** For the
      purposes of this Agreement, the following terms shall have the following
      respective meanings. All capitalized terms used herein and not otherwise defined
      shall have the respective meanings set forth in the Plan.





An Affiliate of any
      Person means a Person that directly or indirectly, through one or more
      intermediaries, controls, is controlled by or is under common control with
      the
      first mentioned Person. A Person shall be deemed to control another Person
      if
      such first person possesses directly or indirectly the power to direct, or
      cause
      the direction of, the management and
      policies of the second Person, whether through the ownership of voting
      securities, by contract or otherwise.





Bankruptcy shall
      mean (i) the filing of a voluntary petition under any bankruptcy or insolvency
      law, or a petition for the appointment of a receiver or the making of an
      assignment for the benefit of creditors, with respect to the Optionee or any
      Permitted Transferee, or (ii) the Optionee or any Permitted Transferee being
      subjected involuntarily to such a petition or assignment or to an attachment
      or
      other legal or equitable interest with respect to the Optionee ¢ s
      or such
      Permitted Transferee ¢ s
      assets,
      which involuntary petition or assignment or attachment is not discharged within
      sixty (60) days after its date, and (iii) the Optionee or any Permitted
      Transferee being subject to a transfer of the Stock Option or the Issued Shares
      by operation of law, except by reason of death.





Cause shall
      mean a vote of the Board resolving that the Optionee should be dismissed as
      a
      result of (i) the commission of any act by the Optionee constituting financial
      dishonesty against the Company (which act would be chargeable as a crime under
      applicable law); (ii) the Optionee ¢ s
      engaging in any other act of dishonesty, fraud, intentional misrepresentation,
      moral turpitude, illegality or harassment which, as determined in good faith
      by
      the Board, would: (A) materially adversely affect the business or the reputation
      of the Company with its current or prospective customers, suppliers, 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 damages, liabilities or
      penalties; (iii) the repeated failure by the Optionee to follow the directives
      of the Company ¢ s
      chief
      executive officer or Board or (iv) any material misconduct, violation of the
      Company ¢ s
      policies, or willful and deliberate non-performance of duty by the Optionee
      in
      connection with the business affairs of the Company.





1


Permitted
      Transferees shall
      mean any of the following to whom the Optionee may transfer Issued Shares
      hereunder: the Optionee ¢ s
      spouse,
      children (natural or adopted), stepchildren or a trust for their sole benefit
      of
      which the Optionee is the settlor; provided , however ,
      that
      any such trust does not require or permit distribution of any Issued Shares
      during the term of this Agreement unless subject to its terms. Upon the death
      of
      the Optionee (or a Permitted Transferee to whom shares have been transferred
      hereunder), the term Permitted Transferees shall also include such deceased
      Optionee ¢ s
      (or
      such deceased Permitted Transferees) estate, executions, administrations,
      personal representations, heirs, legatees and distributees, as the case may
      be.





Person shall
      mean any individual, corporation, partnership (limited or general), limited
      liability company, limited liability partnership, association, trust, joint
      venture, unincorporated organization or any similar entity.





Sale
      Event shall
      mean, regardless of form thereof, consummation of (i) the dissolution or
      liquidation of the Company, (ii) the sale of all or substantially all the assets
      of the Company on a consolidated basis to an unrelated person or entity, (iii)
      a
      merger, reorganization or consolidation in which the outstanding shares of
      Stock
      are converted into or exchanged for a different kind of securities of the
      successor entity and the holders of the Company ¢ s
      outstanding voting power immediately prior to such transaction do not own a
      majority of the outstanding voting power of the successor entity immediately
      upon completion of such transaction, (iv) the sale of all or a majority of
      the
      outstanding capital stock of the Company to an unrelated person or entity or
      (v)
      any other transaction in which the owners of the Company ¢ s
      outstanding voting power immediately prior to such transaction do not own at
      least a majority of the outstanding voting power of the successor entity
      immediately upon completion of the transaction.





Service
      Relationship shall
      mean any relationship as an employee, part-time employee, director or consultant
      of the Company or any Subsidiary of the Company such that, for example, a
      Service Relationship shall be deemed to continue without interruption in the
      event the Optionee ¢ s
      status
      changes from full-time employee to part-time employee or
      consultant.





Subsidiary shall
      mean any corporation (other than the Company) in any unbroken chain of
      corporations or other entities beginning with the Company if each of the
      corporations (other than the last corporation in the unbroken chain) owns stock
      or other interests possessing 50 percent or more of the total combined voting
      power of all classes of stock or in one of the other corporations in the
      chain.





**2.**  **Vesting,
      Exercisability, and Termination** .





( a )  No
      portion of this Stock Option may be exercised until such portion shall have
      vested.





( b )  Except
      as
      set forth in Section 6, and subject to the determination of the Committee
      to accelerate the above vesting schedule, this Stock Option shall be vested
      and
      exercisable with respect to the Option Shares as set forth above.





( c )  Termination .
      Except
      as may otherwise be provided by the Committee, if the Optionee ¢ s
      Service
      Relationship with the Company or a Subsidiary is terminated, the period within
      which to exercise this Stock Option may be subject to earlier termination as
      set
      forth below:





( i )  Termination
      Due to Death, Disability or Retirement .
      If the
      Optionee ¢ s
      Service
      Relationship terminates by reason of such Optionee ¢ s
      death,
      disability (as defined in Section 422(c) of the Code) or retirement (after
      attainment of age sixty (60)) this Stock Option may be exercised, to the extent
      exercisable on the date of such termination, by the Optionee, the
      Optionee ¢ s
      legal
      representative or legatee for a period of twelve (12) months from the date
      of
      death, disability or retirement or until the Expiration Date, if
      earlier.





2


( ii )  Other
      Termination .
      If the
      Optionee ¢ s
      employment terminates for any reason other than death, disability or retirement
      (after attainment of age sixty (60)), and unless otherwise determined by the
      Committee, this Stock Option may be exercised, to the extent exercisable on
      the
      date of termination, for a period of ninety (90) days from the date of
      termination or until the Expiration Date, if earlier, provided
      however ,
      if the
      Optionee ¢ s
      Service
      Relationship is terminated for Cause, this Stock Option shall terminate
      immediately upon the date of such termination.





For
      purposes hereof, the Committee ¢ s
      determination of the reason for termination of the Optionee ¢ s
      Service
      Relationship shall be conclusive and binding on the Optionee and his or her
      representatives or legatees. Any portion of the Stock Option that is not
      exercisable on the date of termination of the Service Relationship shall
      terminate immediately and be null and void.





( d )  It
      is
      understood and intended that this Stock Option is not intended to qualify as
      an
      incentive stock option as defined in Section 422 of the Code.





**3.**  **Exercise
      of Stock Option** .





(a)  The
      Optionee may exercise this Stock Option only in the following manner: Prior
      to
      the Expiration Date (subject to Section 6), the Optionee may deliver a Stock
      Option exercise notice (an Exercise
      Notice )
      in the
      form of Appendix
      A hereto
      indicating his or her election to purchase some or all of the Option Shares
      with
      respect to which this Stock Option is exercisable at the time of such notice.
      Such notice shall specify the number of Option Shares to be purchased. Payment
      of the purchase price may be made by one or more of the methods described below.
      Payment instruments will be received subject to collection.





( i )  in
      cash,
      by certified or bank check, or other instrument acceptable to the Committee
      in
      U.S. funds payable to the order of the Company in an amount equal to the
      purchase price of such Option Shares;





( ii )  by
      the
      Optionee delivering to the Company a promissory note if the Board has expressly
      authorized the loan of funds to the Optionee for the purpose of enabling or
      assisting the Optionee to effect the exercise of his or her Stock Option;
      provided that at least so much of the exercise price as represents the par
      value
      of the Stock shall be paid other than with a promissory note if otherwise
      required by state law; or





( iii )  if
      the
      Initial Public Offering has occurred, then (A) through the delivery (or
      attestation to ownership) of shares of Common Stock that have been purchased
      by
      the Optionee on the open market or that have been held by the Optionee for
      at
      least six months and are not subject to restrictions under any plan of the
      Company, (B) by the Optionee delivering to the Company a properly executed
      Exercise Notice together with irrevocable instructions to a broker to promptly
      deliver to the Company cash or a check payable and acceptable to the Company
      to
      pay the option purchase price, provided that in the event the Optionee chooses
      to pay the option purchase price as so provided, the Optionee and the broker
      shall comply with such procedures and enter into such agreements of indemnity
      and other agreements as the Committee shall prescribe as a condition of such
      payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B)
      above.





(b)  Certificates
      for the Option Shares so purchased will be issued and delivered to the Optionee
      upon compliance to the satisfaction of the Committee with all requirements
      under
      applicable laws or regulations in connection with such issuance. Until the
      Optionee shall have complied with the requirements hereof, the Company shall
      be
      under no obligation to issue the Option Shares subject to this Stock Option,
      and
      the determination of the Committee as to such compliance shall be final and
      binding on the Optionee. The Optionee shall not be deemed to be the holder
      of,
      or to have any of the rights of a holder with respect to, any shares of Common
      Stock subject to this Stock Option unless and until this Stock Option shall
      have
      been exercised pursuant to the terms hereof, the Company shall have issued
      and
      delivered the Issued Shares to the Optionee, and the Optionee ¢ s
      name
      shall have been entered as a stockholder of record on the books of the Company.
      Thereupon, the Optionee shall have full dividend and other ownership rights
      with
      respect to such Issued Shares, subject to the terms of this
      Agreement.





3


(c)  Notwithstanding
      any other provision hereof, no portion of this Stock Option shall be exercisable
      after the Expiration Date.





**4.**  **Incorporation
      of Plan** .
      Notwithstanding anything herein to the contrary, this Stock Option shall also
      be
      subject to and governed by all the terms and conditions of the Plan that are
      not
      necessary to achieve or maintain incentive stock option status under section
      422
      of the Code.





**5.**  **Transferability
      of Stock Option** .
      This
      Agreement is personal to the Optionee and is not transferable by the Optionee
      in
      any manner other than by will or by the laws of descent and distribution. The
      Stock Option may be exercised during the Optionee ¢ s
      lifetime only by the Optionee (or by the Optionee ¢ s
      guardian or personal representative in the event of the Optionee ¢ s
      incapacity). The Optionee may elect to designate a beneficiary by providing
      written notice of the name of such beneficiary to the Company, and may revoke
      or
      change such designation at any time by filing written notice of revocation
      or
      change with the Company; such beneficiary may exercise the Optionee ¢ s
      Stock
      Option in the event of the Optionee ¢ s
      death
      to the extent provided herein. If the Optionee does not designate a beneficiary,
      or if the designated beneficiary predeceases the Optionee, the legal
      representative of the Optionee may exercise this Stock Option to the extent
      provided herein in the event of the Optionee ¢ s
      death.





**6.**  **Effect
      of Certain Transactions** . In
      the
      case of a Sale Event, this Stock Option shall terminate upon the effective
      time
      of any such Sale Event unless provision is made in connection with such
      transaction in the sole discretion of the parties thereto for the continuation
      or assumption of this Stock Option heretofore granted, or the substitution
      of
      this Stock Option with a new Stock Option of the successor entity or a parent
      thereof, with such adjustment as to the number and kind of shares and the per
      share exercise prices as such parties shall agree. In the event of such
      termination, the Optionee shall be permitted, for a specified period of time
      prior to the consummation of the Sale Event as determined by the Committee,
      to
      exercise all or portions of the Stock Option which are then
      exercisable.





**7.**  **Withholding
      Taxes** .
      The
      Optionee shall, not later than the date as of which the exercise of this Stock
      Option becomes a taxable event for federal income tax purposes, pay to the
      Company or make arrangements satisfactory to the Committee for payment of any
      federal, state and local taxes required by law to be withheld on account of
      such
      taxable event. Subject to approval by the Committee, the Optionee may elect
      to
      have the minimum tax withholding obligation satisfied, in whole or in part,
      by
      authorizing the Company to withhold from shares of Common Stock to be issued
      or
      transferring to the Company, a number of shares of Common Stock with an
      aggregate Fair Market Value that would satisfy the minimum withholding amount
      due. The Optionee acknowledges and agrees that the Company or any Subsidiary
      of
      the Company has the right to deduct from payments of any kind otherwise due
      to
      the Optionee, or from the Option Shares to be issued in respect of an exercise
      of this Stock Option, any federal, state or local taxes of any kind required
      by
      law to be withheld with respect to the issuance of Option Shares to the
      Optionee.





**8.**  **Restrictions
      on Transfer of Issued Shares** **.** None of
      the Issued Shares acquired upon exercise of the Stock Option shall be sold,
      assigned, transferred, pledged, hypothecated, given away or in any other manner
      disposed of or encumbered, whether voluntarily or by operation of law, unless
      such transfer is in compliance with all applicable securities laws (including,
      without limitation, the Securities Act of 1933, as amended, and the rules and
      regulations thereunder (the Act )),
      and
      such disposition is in accordance with the terms and conditions of Sections
      8
      and 9. In connection with any transfer of Issued Shares, the Company may require
      the transferor to provide at the Optionee ¢ s
      own
      expense an opinion of counsel to the transferor, satisfactory to the Company,
      that such transfer is in compliance with all foreign, federal and state
      securities laws (including, without limitation, the Act). Any attempted
      disposition of Issued Shares not in accordance with the terms and conditions
      of
      Sections 8 and 9 shall be null and void, and the Company shall not reflect
      on
      its records any change in record ownership of any Issued Shares as a result
      of
      any such disposition, shall otherwise refuse to recognize any such disposition
      and shall not in any way give effect to any such disposition of any Issued
      Shares. Subject to the foregoing general provisions, Issued Shares may be
      transferred pursuant to the following specific terms and
      conditions:





4


(a)  Transfers
      to Permitted Transferees .
      The
      Optionee may sell, assign, transfer or give away any or all of the Issued Shares
      to Permitted Transferees; provided , however ,
      that
      such Permitted Transferee(s) shall, as a condition to any such transfer, agree
      to be subject to the provisions of this Agreement to the same extent as the
      Optionee (including, without limitation, the provisions of Sections 8, 9, 10
      and
      12) and shall have delivered a written acknowledgment to that effect to the
      Company.





(b)  Transfers
      Upon Death .
      Upon
      the death of the Optionee, any Issued Shares then held by the Optionee at the
      time of such death and any Issued Shares acquired thereafter by the
      Optionee ¢ s
      legal
      representative pursuant to this Agreement shall be subject to the provisions
      of
      Sections 8, 9, 10 and 12, if applicable, and the Optionee ¢ s
      estate,
      executors, administrators, personal representatives, heirs, legatees and
      distributees shall be obligated to convey such Issued Shares to the Company
      or
      its assigns under the terms contemplated hereby.





(c)  Company ’ s
      Right of First Refusal .
      In the
      event that the Optionee (or any Permitted Transferee holding Issued Shares
      subject to this Section 8(c)) desires to sell or otherwise transfer all or
      any
      part of the Issued Shares, the Optionee (or Permitted Transferee) first shall
      give written notice to the Company of the Optionee ¢ s
      (or
      Permitted Transferee ¢ s)
      intention to make such transfer. Such notice shall state the number of Issued
      Shares which the Optionee (or Permitted Transferee) proposes to sell (the Offered
      Shares ),
      the
      price and the terms at which the proposed sale is to be made and the name and
      address of the proposed transferee. At any time within thirty (30) days after
      the receipt of such notice by the Company, the Company or its assigns may elect
      to purchase all or any portion of the Offered Shares at the price and on the
      terms offered by the proposed transferee and specified in the notice. The
      Company or its assigns shall exercise this right by mailing or delivering
      written notice to the Optionee (or Permitted Transferee) within the foregoing
      30-day period. If the Company or its assigns elect to exercise its purchase
      rights under this Section 8(c), the closing for such purchase shall, in any
      event, take place within forty-five (45) days after the receipt by the Company
      of the initial notice from the Optionee (or Permitted Transferee). In the event
      that the Company or its assigns do not elect to exercise such purchase right,
      or
      in the event that the Company or its assigns do not pay the full purchase price
      within such 45-day period, the Optionee (or Permitted Transferee) may, within
      sixty (60) days thereafter, sell the Offered Shares to the proposed transferee
      and at the same price and on the same terms as specified in the
      Optionee ¢ s
      (or
      Permitted Transferee ¢ s)
      notice. Any Shares purchased by such proposed transferee shall no longer be
      subject to the terms of this Agreement. Any Shares not sold to the proposed
      transferee shall remain subject to this Agreement.





**9.**  **Company** ¢ **s
      Right of Repurchase** .





(a)  Right
      of Repurchase .
      The
      Company shall have the right (the Repurchase
      Right )
      upon
      the occurrence of any of the events specified in Section 9(b) below (the Repurchase
      Event )
      to
      repurchase from the Optionee (or any Permitted Transferee) some or all (as
      determined by the Company) of the Issued Shares held or subsequently acquired
      upon exercise of this Stock Option in accordance with the terms hereof by the
      Optionee (or any Permitted Transferee) at the price per share specified below.
      The Repurchase Right may be exercised by the Company within twenty-four (24)
      months following the date of such event (the Repurchase
      Period ).
      The
      Repurchase Right shall be exercised by the Company by giving the holder written
      notice on or before the last day of the Repurchase Period of its intention
      to
      exercise the Repurchase Right, and, together with such notice, tendering to
      the
      holder an amount equal to the Fair Market Value of the shares, determined as
      provided in Section 9(c). The Company may assign the Repurchase Right to one
      or
      more Persons. Upon such notification, the Optionee and any Permitted Transferees
      shall promptly surrender to the Company any certificates representing the Issued
      Shares being purchased, together with a duly executed stock power for the
      transfer of such Issued Shares to the Company or the Company ¢ s
      assignee or assignees. Upon the Company ¢ s
      or its
      assignee ¢ s
      receipt
      of the certificates from the Optionee or any Permitted Transferees, the Company
      or its assignee or assignees shall deliver to him, her or them a check for
      the
      Repurchase Price of the Issued Shares being purchased; provided , however ,
      that
      the Company may pay the Repurchase Price for such shares by offsetting and
      canceling any indebtedness then owed by the Optionee to the Company. At such
      time, the Optionee and/or any holder of the Issued Shares shall deliver to
      the
      Company the certificate or certificates representing the Issued Shares so
      repurchased, duly endorsed for transfer, free and clear of any liens or
      encumbrances.





5


(b)  Company ¢ s
      Right to Exercise Repurchase Right .
      The
      Company shall have the Repurchase Right in the event that any of the following
      events shall occur:





( i )  The
      termination of the Optionee ¢ s
      Service
      Relationship with the Company and its Subsidiaries for any reason whatsoever,
      regardless of the circumstances thereof, and including without limitation upon
      death, disability, retirement, discharge or resignation for any reason, whether
      voluntarily or involuntarily; or





( ii )  The
      Optionee ¢ s
      or
      Permitted Transferee ¢ s
      Bankruptcy.





(c)   Determination
      of Fair Market Value .
      The
      fair market value of the Issued Shares shall be, for purposes of this Section
      9,
      determined by the Board as of the date the Board elects to exercise its
      repurchase rights in connection with a Repurchase Event. **





**10.**  **Drag
      Along Right** **.** In the
      event the holders of a majority of the Company ¢ s
      equity
      securities then outstanding (the Majority
      Shareholders )
      determine to sell or otherwise dispose of all or substantially all the assets
      of
      the Company or all or fifty percent (50%) or more of the capital stock of the
      Company in each case in a transaction constituting a change in control of the
      Company, to any non-Affiliate(s) of the Company or any of the Majority
      Shareholders, or to cause the Company to merge with or into or consolidate
      with
      any non-Affiliate(s) of the Company or any of the Majority Shareholders (in
      each
      case, the Buyer )
      in a *bona
      fide* negotiated transaction (a Sale ),
      the
      Optionee, including any Permitted Transferees, shall be obligated to and shall
      upon the written request of a Majority Shareholders (subject to Section 6):
      (a)
      sell, transfer and deliver, or cause to be sold, transferred and delivered,
      to
      the Buyer, his or her Issued Shares (including for this purpose all of such
      Optionee ¢ s
      or his
      or her Permitted Transferee ¢ s
      Issued
      Shares that presently or as a result of any such transaction may be acquired
      upon the exercise of options (following the payment of the exercise price
      therefor)) on substantially the same terms applicable to the Majority
      Shareholders (with appropriate adjustments to reflect the conversion of
      convertible securities, the redemption of redeemable securities and the exercise
      of exercisable securities as well as the relative preferences and priorities
      of
      preferred stock); and (b) execute and deliver such instruments of conveyance
      and
      transfer and take such other action, including voting such Issued Shares in
      favor of any Sale proposed by the Majority Shareholders and executing any
      purchase agreements, merger agreements, indemnity agreements, escrow agreements
      or related documents, as the Majority Shareholders or the Buyer may reasonably
      require in order to carry out the terms and provisions of this
      Section 10.





**11.**  **Escrow
      Arrangement** **.**





( a )  Escrow .
      In
      order to carry out the provisions of Sections 8, 9 and 10 of this Agreement
      more
      effectively, the Company shall hold any Issued Shares in escrow together with
      separate stock powers executed by the Optionee in blank for transfer, and any
      Permitted Transferee shall, as an additional condition to any transfer of Issued
      Shares, execute a like stock power as to such Issued Shares. The Company shall
      not dispose of the Issued Shares except as otherwise provided in this Agreement.
      In the event of any repurchase by the Company (or any of its assigns), the
      Company is hereby authorized by the Optionee and any Permitted Transferee,
      as
      the Optionee ¢ s
      and
      each such Permitted Transferee ¢ s
      attorney-in-fact, to date and complete the stock powers necessary for the
      transfer of the Issued Shares being purchased and to transfer such Issued Shares
      in accordance with the terms hereof. At such time as any Issued Shares are
      no
      longer subject to the Company ¢ s
      repurchase and first refusal rights, the Company shall, at the written request
      of the Optionee, deliver to the Optionee (or the relevant Permitted Transferee)
      a certificate representing such Issued Shares with the balance of the Issued
      Shares to be held in escrow pursuant to this Section 11.





6


( b )  Remedy .
      Without
      limitation of any other provision of this Agreement or other rights, in the
      event that the Optionee, any Permitted Transferees or any other person or entity
      is required to sell the Optionee ¢ s
      Issued
      Shares pursuant to the provisions of Sections 8, 9 and 10 of this Agreement
      and
      in the further event that he or she refuses or for any reason fails to deliver
      to the Company or its designated purchaser of such Issued Shares the certificate
      or certificates evidencing such Issued Shares together with a related stock
      power, the Company or such designated purchaser may deposit the applicable
      purchase price for such Issued Shares with a bank designated by the Company,
      or
      with the Company ¢ s
      independent public accounting firm, as agent or trustee, or in escrow, for
      the
      Optionee, any Permitted Transferees or other person or entity, to be held by
      such bank or accounting firm for its benefit of and for delivery thereto, or
      in
      its discretion, pay such purchase price by offsetting any indebtedness then
      owed
      by the Optionee as provided above. Upon any such deposit and/or offset by the
      Company or its designated purchaser of such amount and upon notice to the person
      or entity who was required to sell the Issued Shares to be sold pursuant to
      the
      provisions of Sections 8, 9 and 10, such Issued Shares shall at such time be
      deemed to have been sold, assigned, transferred and conveyed to such purchaser,
      the holder thereof shall have no further rights thereto (other than the right
      to
      withdraw the payment thereof held in escrow, if applicable), and the Company
      shall record such transfer in its stock transfer book or in any appropriate
      manner.





**12.**  **Lockup
      Provision** **.** The
      Optionee agrees, if requested by the Company and any underwriter engaged by
      the
      Company, not to sell or otherwise transfer or dispose of any Issued Shares
      (including, without limitation pursuant to Rule 144 under the Act) held by
      him
      or her for such period following the effective date of any registration
      statement of the Company filed under the Act as the Company or such underwriter
      shall specify reasonably and in good faith, not to exceed one hundred eighty
      (180) days in the case of the Company ¢ s
      Initial
      Public Offering or ninety (90) days in the case of any other public offering.





**13.**  **Miscellaneous
      Provisions** .





( a )   Termination .
      The
      Company ¢ s
      repurchase rights under Section 9, the restrictions on transfer of Issued Shares
      under Section 8(c) and the Drag Along obligations under Section 10 shall
      terminate upon the closing of the Company ¢ s
      Initial
      Public Offering or upon consummation of any Sale Event, as a result of which
      shares of the Company (or successor entity) of the same class as the Issued
      Shares are registered under Section 12 of the Exchange Act and publicly traded
      on NASDAQ/NMS or any national security exchange.





( b )  Equitable
      Relief .
      The
      parties hereto agree and declare that legal remedies may be inadequate to
      enforce the provisions of this Agreement and that equitable relief, including
      specific performance and injunctive relief, may be used to enforce the
      provisions of this Agreement.





.   ( c )  Adjustments
      for Changes in Capital Structure .
      If, as
      a result of any reorganization, recapitalization, reclassification, stock
      dividend, stock split, reverse stock split or other similar change in the Common
      Stock, the outstanding shares of Common Stock are increased or decreased or
      are
      exchanged for a different number or kind of shares of the Company ¢ s
      stock,
      the restrictions contained in this Section 8 shall apply with equal force to
      additional and/or substitute securities, if any, received by the Optionee in
      exchange for, or by virtue of his or her ownership of, Issued
      Shares.





( d )  Change
      and Modifications .
      This
      Agreement may not be orally changed, modified or terminated, nor shall any
      oral
      waiver of any of its terms be effective. This Agreement may be changed, modified
      or terminated only by an agreement in writing signed by the Company and the
      Optionee.





( e )   Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      Delaware without regard to conflict of law principles.





7


( f  )  Headings .
      The
      headings are intended only for convenience in finding the subject matter and
      do
      not constitute part of the text of this Agreement and shall not be considered
      in
      the interpretation of this Agreement.





( g )   Saving
      Clause .
      If any
      provision(s) of this Agreement shall be determined to be illegal or
      unenforceable, such determination shall in no manner affect the legality or
      enforceability of any other provision hereof.





( h )   Notices .
      All
      notices, requests, consents and other communications shall be in writing and
      be
      deemed given when delivered personally, by telex or facsimile transmission
      or
      when received if mailed by first class registered or certified mail, postage
      prepaid. Notices to the Company or the Optionee shall be addressed as set forth
      underneath their signatures below, or to such other address or addresses as
      may
      have been furnished by such party in writing to the other.





( i )   Benefit
      and Binding Effect .
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto, their respective successors, permitted assigns, and legal
      representatives. The Company has the right to assign this Agreement, and such
      assignee shall become entitled to all the rights of the Company hereunder to
      the
      extent of such assignment.





( j )  Dispute
      Resolution .
      Except
      as provided below, any dispute arising out of or relating to this Agreement
      or
      the breach, termination or validity hereof shall be finally settled by binding
      arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute
      Comprehensive Arbitration Rules and Procedures (the J.A.M.S. Rules). The
      arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. sec.
      1-16 ,
      and
      judgment upon the award rendered by the arbitrators may be entered by any court
      having jurisdiction thereof. The place of arbitration shall be located within
      the State of New Jersey.





The
      parties covenant and agree that the arbitration shall commence within sixty
      (60)
      days of the date on which a written demand for arbitration is filed by any
      party
      hereto. In connection with the arbitration proceeding, the arbitrator shall
      have
      the power to order the production of documents by each party and any third-party
      witnesses. In addition, each party may take up to three (3) depositions as
      of
      right, and the arbitrator may in his or her discretion allow additional
      depositions upon good cause shown by the moving party. However, the arbitrator
      shall not have the power to order the answering of interrogatories or the
      response to requests for admission. In connection with any arbitration, each
      party shall provide to the other, no later than seven (7) business days before
      the date of the arbitration, the identity of all persons that may testify at
      the
      arbitration and a copy of all documents that may be introduced at the
      arbitration or considered or used by a party ¢ s
      witness
      or expert. The arbitrator ¢ s
      decision and award shall be made and delivered within six (6) months of the
      selection of the arbitrator. The arbitrator ¢ s
      decision shall set forth a reasoned basis for any award of damages or finding
      of
      liability. The arbitrator shall not have power to award damages in excess of
      actual compensatory damages and shall not multiply actual damages or award
      punitive damages or any other damages that are specifically excluded under
      this
      Agreement, and each party hereby irrevocably waives any claim to such
      damages.





The
      parties covenant and agree that they will participate in the arbitration in
      good
      faith. This Section 13(j) applies equally to requests for temporary, preliminary
      or permanent injunctive relief, except that in the case of temporary or
      preliminary injunctive relief any party may proceed in court without prior
      arbitration for the limited purpose of avoiding immediate and irreparable
      harm.





8


Each
      of
      the parties hereto (i) hereby irrevocably submits to the jurisdiction of any
      United States District Court of competent jurisdiction for the purpose of
      enforcing the award or decision in any such proceeding, (ii) hereby waives,
      and
      agrees not to assert, by way of motion, as a defense, or otherwise, in any
      such
      suit, action or proceeding, any claim that it is not subject personally to
      the
      jurisdiction of the above-named courts, that its property is exempt or immune
      from attachment or execution (except as protected by applicable law), that
      the
      suit, action or proceeding is brought in an inconvenient forum, that the venue
      of the suit, action or proceeding is improper or that this Agreement or the
      subject matter hereof may not be enforced in or by such court, and hereby waives
      and agrees not to seek any review by any court of any other jurisdiction which
      may be called upon to grant an enforcement of the judgment of any such court.
      Each of the parties hereto hereby consents to service of process by registered
      mail at the address to which notices are to be given. Each of the parties hereto
      agrees that its, his or her submission to jurisdiction and its, his or her
      consent to service of process by mail is made for the express benefit of the
      other parties hereto. Final judgment against any party hereto in any such
      action, suit or proceeding may be enforced in other jurisdictions by suit,
      action or proceeding on the judgment, or in any other manner provided by or
      pursuant to the laws of such other jurisdiction.





( k )   Counterparts .
      For the
      convenience of the parties and to facilitate execution, this Agreement may
      be
      executed in two or more counterparts, each of which shall be deemed an original,
      but all of which shall constitute one and the same document.





[SIGNATURE
      PAGE FOLLOWS]





9


The
      foregoing Agreement is hereby accepted and the terms and conditions thereof
      hereby agreed to by the undersigned as of the date first above
      written.




DOV
              PHARMACEUTICAL, INC.By:
            /s/ J.
              Robert
              HortonJ.
              Robert HortonSVP
              and
              General CounselAddress:
              433
                Hackensack Avenue
              Hackensack,
                NJ 07601




The
      foregoing Agreement is hereby accepted and the terms and conditions thereof
      hereby agreed to by the undersigned as of the date first above
      written.





OPTIONEEBy:
              /s/ Scott
                MyersScott
                MyersGrant Date: December 1, 2005Address:
                ________________________
                ________________________
                ________________________


A-1


[ SPOUSE¢S
      CONSENT


I
      acknowledge that I have read the


foregoing
      Incentive Stock Option Agreement


and
      understand the contents thereof.





____________________________________][A
      spouse’s consent is required only if the Optionee’s state of residence is one of
      the following community property states: Arizona, California, Idaho, Louisiana,
      New Mexico, Nevada, Texas, Washington and Wisconsin (check WI
      statute).]





DESIGNATED
              BENEFICIARY:Beneficiary's
                Address:
              ________________________
              ________________________
              ________________________




A-2


**Appendix
      A**





**STOCK
      OPTION EXERCISE NOTICE**








DOV
      Pharmaceutical, Inc.


Attention:
      Chief Financial Officer


____________________________


____________________________








Pursuant
      to the terms of my stock option agreement dated __________ (the Agreement),
      I,
      _______________, hereby [Circle One] partially/fully exercise such option by
      including herein payment in the amount of $______ representing the purchase
      price for [Fill in number of Option Shares] _______ option shares. I have chosen
      the following form(s) of payment:





[
      ]  1.  Cash


[
      ]  2.  Certified
      or bank check payable to DOV Pharmaceutical, Inc.


[
      ]  3.  Other
      (as
      described in the Agreement (please describe))


_____________________________________________________.





Sincerely
      yours,








____________________________________


Name:





Address:


_________________________________


_________________________________


_________________________________