INCENTIVE
      STOCK OPTION AGREEMENT

    UNDER
      THE
      DOV PHARMACEUTICAL, INC.

    2000
      STOCK OPTION AND GRANT PLAN

     

    Name
      of
      Optionee:______________________________

    


    No.
      of
      Option Shares:____________________________

    


    Option
      Exercise Price per Share: $___________________

     

    Grant
      Date:____________________________________

    


    Expiration
      Date:________________________________


     

    Pursuant
      to the DOV Pharmaceutical, Inc. 2000 Stock Option and Grant Plan, as amended
      through the date hereof (the “Plan”), DOV Pharmaceutical, Inc. (the “Company”)
      hereby grants to the Optionee named above an option (the “Stock Option”) to
      purchase on or prior to the Expiration Date specified above all or part of
      the
      number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of
      the Company specified above at the Option Exercise Price per Share specified
      above subject to the terms and conditions set forth herein and in the
      Plan.

     

    1.  Exercisability
      Schedule.
      No
      portion of this Stock Option may be exercised until such portion shall have
      become exercisable. Except as set forth below, and subject to the discretion
      of
      the Committee (as defined in Section 2 of the Plan) to accelerate the
      exercisability schedule hereunder, this Stock Option shall be exercisable with
      respect to the following number of Option Shares on the dates
      indicated:

     

    
      	
              Incremental
                Number of Option
                Shares Exercisable

            	 	
              Exercisability
                Date

            
	
              _____________                        
                (___%)

            	 	
              ____________

            
	
              _____________                        
                (___%)

            	 	
              ____________

            
	
              _____________                        
                (___%)

            	 	
              ____________

            
	
              _____________                        
                (___%)

            	 	
              ____________

            
	
              _____________                        
                (___%)

            	 	
              ____________

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Once
      exercisable, this Stock Option shall continue to be exercisable at any time
      or
      times prior to the close of business on the Expiration Date, subject to the
      provisions hereof and of the Plan.

     

    2.  Manner
      of Exercise.

     

    (a)  The
      Optionee may exercise this Stock Option only in the following manner: from
      time
      to time on or prior to the Expiration Date of this Stock Option, the Optionee
      may give written notice to the Committee of his or her election to purchase
      some
      or all of the Option Shares purchasable at the time of such notice. This notice
      shall specify the number of Option Shares to be purchased.

     

    Payment
      of the purchase price for the Option Shares may be made by one or more of the
      following methods: (i) in cash, by certified or bank check or other
      instrument acceptable to the Committee; (ii) through the delivery (or
      attestation to the ownership) of shares of Stock that have been purchased by
      the
      Optionee on the open market or that are beneficially owned by the Optionee
      and
      are not then subject to any restrictions under any Company plan and that
      otherwise satisfy any holding periods as may be required by the Committee;
      (iii) 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 (iv) a combination of (i), (ii) and (iii) above.
      Payment instruments will be received subject to collection. 

     

    The
      transfer to the Optionee on the records of the Company or of the transfer agent
      of the Option Shares will be contingent upon the Company’s receipt from the
      Optionee of full payment for the Option Shares, as set forth above and any
      agreement, statement or other evidence that the Company may require to satisfy
      itself that the issuance of Stock to be purchased pursuant to the exercise
      of
      Stock Options under the Plan and any subsequent resale of the shares of Stock
      will be in compliance with applicable laws and regulations. In the event the
      Optionee chooses to pay the purchase price by previously-owned shares of Stock
      through the attestation method, the number of shares of Stock transferred to
      the
      Optionee upon the exercise of the Stock Option shall be net of the shares
      attested to.

     

    (b)  The
      shares of Stock purchased upon exercise of this Stock Option shall be
      transferred to the Optionee on the records of the Company or of the transfer
      agent upon compliance to the satisfaction of the Committee with all requirements
      under applicable laws or regulations in connection with such issuance and with
      the requirements hereof and of the Plan. 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 Stock subject to this Stock Option unless
      and until this Stock Option shall have been exercised pursuant to the terms
      hereof, the Company or the transfer agent shall have transferred the shares
      to
      the Optionee, and the Optionee’s name shall have been entered as the stockholder
      of record on the books of the Company. Thereupon, the Optionee shall have full
      voting, dividend and other ownership rights with respect to such shares of
      Stock.

     

    
      
         

      

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

     

    3.  Termination
      of Employment.
      If the
      Optionee’s employment by the Company or a Subsidiary (as defined in the Plan) is
      terminated, the period within which to exercise the Stock Option may be subject
      to earlier termination as set forth below.

     

    (a)  Termination
      Due to Death or Retirement.
      If the
      Optionee’s employment terminates by reason of the Optionee’s death or retirement
      (after attainment of age sixty (60)), any portion of this Stock Option
      outstanding on such date shall become fully exercisable and may thereafter
      be
      exercised by the Optionee or the Optionee’s legal representative or legatee for
      a period of 12 months
      from the date of death or retirement or until the Expiration Date, if
      earlier.

     

    (b)  Termination
      Due to Disability.
      If the
      Optionee’s employment terminates by reason of the Optionee’s disability (as
      determined by the Committee), any portion of this Stock Option outstanding
      on
      such date shall become fully exercisable and may thereafter be exercised by
      the
      Optionee for a period of 12 months
      from the date of termination or until the Expiration Date, if earlier. The
      death
      of the Optionee during the 12-month period provided in this Section 3(b)
      shall extend such period for another 12 months from the date of death or until
      the Expiration Date, if earlier.

     

    (c)  Termination
      for Cause.
      If the
      Optionee’s employment terminates for Cause, any portion of this Stock Option
      outstanding on such date shall terminate immediately and be of no further force
      and effect. For purposes hereof, “Cause” shall mean a determination by the
      Company that
      the
      Optionee shall be dismissed as a result of (i) any material breach by the
      Optionee of any agreement between the Optionee and the Company; (ii) the
      conviction of, indictment for or plea of nolo contendere by the Optionee to
      a
      felony or a crime involving moral turpitude; or (iii) any material misconduct
      or
      willful and deliberate non-performance (other than by reason of disability)
      by
      the Optionee of the Optionee’s duties to the Company.

     

    (d)  Other
      Termination.
      If the
      Optionee’s employment terminates for any reason other than the Optionee’s death,
      the Optionee’s disability, or Cause, and unless otherwise determined by the
      Committee, any portion of this Stock Option outstanding on such date may be
      exercised, to the extent exercisable on the date of termination, for a period
      of
      three months from the date of termination or until the Expiration Date, if
      earlier. Any portion of this Stock Option that is not exercisable on the date
      of
      termination shall terminate immediately and be of no further force or effect.
      

     

    The
      Committee’s determination of the reason for termination of the Optionee’s
      employment shall be conclusive and binding on the Optionee and his or her
      representatives or legatees.

     

    4.  Incorporation
      of Plan.
      Notwithstanding anything herein to the contrary, this Stock Option shall be
      subject to and governed by all the terms and conditions of the Plan, including
      the powers of the Committee set forth in Section 2(b) of the Plan. Capitalized
      terms in this Agreement shall have the meaning specified in the Plan, unless
      a
      different meaning is specified herein.

     

    
      
         

      

      
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    5.  Transferability.
      This
      Agreement is personal to the Optionee, is non-assignable and is not transferable
      in any manner, by operation of law or otherwise, other than by will or the
      laws
      of descent and distribution. This Stock Option is exercisable, during the
      Optionee’s lifetime, only by the Optionee, and thereafter, only by the
      Optionee’s legal representative or legatee.

     

    6.  Status
      of the Stock Option.
      This
      Stock Option is intended to qualify as an “incentive stock option” under Section
      422 of the Internal Revenue Code of 1986, as amended (the “Code”), but the
      Company does not represent or warrant that this Stock Option qualifies as such.
      The Optionee should consult with his or her own tax advisors regarding the
      tax
      effects of this Stock Option and the requirements necessary to obtain favorable
      income tax treatment under Section 422 of the Code, including, but not
      limited to, holding period requirements. To the extent any portion of this
      Stock
      Option does not so qualify as an “incentive stock option,” such portion shall be
      deemed to be a non-qualified stock option. If the Optionee intends to dispose
      or
      does dispose (whether by sale, gift, transfer or otherwise) of any Option Shares
      within the one-year period beginning on the date after the transfer of such
      shares to him or her, or within the two-year period beginning on the day after
      the grant of this Stock Option, he or she will so notify the Company within
      30
      days after such disposition.

     

    7.  Tax
      Withholding.
      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. The Optionee may elect to have the minimum required tax
      withholding obligation satisfied, in whole or in part, by (i) authorizing the
      Company to withhold from shares of Stock to be issued, or (ii) transferring
      to
      the Company, a number of shares of Stock with an aggregate Fair Market Value
      that would satisfy the withholding amount due. 

     

    8.  No
      Obligation to Continue Employment.
      Neither
      the Company nor any Subsidiary is obligated by or as a result of the Plan or
      this Agreement to continue the Optionee in employment and neither the Plan
      nor
      this Agreement shall interfere in any way with the right of the Company or
      any
      Subsidiary to terminate the employment of the Optionee at any time.

     

    
      
         

      

      
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    9.  Notices.
      Notices
      hereunder shall be mailed or delivered to the Company at its principal place
      of
      business and shall be mailed or delivered to the Optionee at the address on
      file
      with the Company or, in either case, at such other address as one party may
      subsequently furnish to the other party in writing.

     

    
      	 	 	 
	 	DOV PHARMACEUTICAL, INC.
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

              Name:
                Barbara Duncan

              Title:
                President and CFO

            
	 	
            


    

    


    The
      foregoing Agreement is hereby accepted and the terms and conditions thereof
      hereby agreed to by the undersigned.

     

     

    
      	
            	 	
            
	Dated: _________________________	 	_____________________________________
	
            	 	Optionee’s Signature
	
            	 	
            
	
            	 	Optionee’s name and address:
	 	 	 
	 	 	_____________________________________
	 	 	_____________________________________
	
            	 	_____________________________________


    

     

    
      
         

      

      
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