DOV PHARMACEUTICAL INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>a2114289zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
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                                                                    EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT is made as of July 1, 2003, by and among
DOV Pharmaceutical, a Delaware corporation (the "Company"), PW Juniper Crossover
Fund, L.L.C, Caduceus Private Investments, LP and OrbiMed Associates LLC
(collectively referred to as the "Investors").

     WHEREAS, the Company proposes to issue and sell to the Investors an
aggregate of 1,428,571 shares (the "Shares") of the Company's Common Stock, par
value $.0001 per share (the "Common Stock") and Warrants to purchase 392,857
shares of Common Stock (the "Warrants"), pursuant to the Securities Purchase
Agreement, dated the date hereof by and among the Investors and the Company (the
"Purchase Agreement");

     WHEREAS, as a condition to the Investors entering into the Purchase
Agreement, the Company has agreed to effect the registration of the shares of
Common Stock and the shares of Common Stock issuable upon the exercise of the
Warrant on the terms and conditions set forth herein;

     WHEREAS, reference is made to that certain Preferred Stock Purchase
Agreement by and between Neurocrine Biosciences, Inc., a Delaware corporation
("Neurocrine") and the Company, dated as of June 30, 1998 (the "NEUROCRINE
AGREEMENT"), pursuant to which Neurocrine has been granted the registration
rights set forth in Section 8 thereof;

     WHEREAS, reference is made to that certain Registration Rights Agreement by
and between Elan International Services, Ltd, a Bermuda corporation ("EIS") and
the Company, dated as of January 21, 1999, as amended by the agreement between
the Company and EIS dated as of June 20, 2000 (the "EIS AGREEMENT");

     WHEREAS, reference is made to that certain Registration Rights Agreement
dated as of June 20, 2000, by and between the Company and the other Persons
party thereto, as amended by the Series D Agreement (as defined below) (the
"Series C AGREEMENT");

     WHEREAS, reference is made to that certain Registration Rights Agreement
dated as of August 30, 2001, by and between the Company and the other Persons
party thereto (the "Series D AGREEMENT" and together with the Neurocrine
Agreement, EIS Agreement and Series C Agreement, the "Existing Registration
Rights Agreements"); and

     WHEREAS, it is the intent of the parties hereto that the rights granted
hereunder not conflict with the rights existing under the Existing Registration
Rights Agreements, and that the holders of Registrable Securities only have the
rights that the Company is permitted to grant under the Existing Registration
Rights Agreements without the consent of the holders of registrable securities
thereunder.

          NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein, to induce the parties hereto to enter into the Purchase Agreement
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby mutually acknowledged, the parties hereto covenant and agree as
follows:

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                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.1  DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:

     "AFFILIATE" of any Person as of any date means: (a) any other Person
controlled by, controlling or under "common control" as that term is defined in
the Securities Act with that Person as of such date (including Persons under
common investment management); (b) in the case of any trust that is a
stockholder of the Company, any beneficiary of that trust as of such date who is
entitled to the majority of the assets of that trust; and (c) in the case of any
custodial account that is a stockholder of the Company, any beneficiary of that
custodial account as of such date who is then entitled to the majority of the
assets of that account.

     "BUSINESS DAY" shall mean any day except a Saturday, Sunday or other day on
which commercial banks are authorized by law to close in the State of New York.

     "CLOSING DATE" shall mean the Closing Date under the Purchase Agreement.

     "COMMISSION" shall mean the Securities and Exchange Commission and any
successor agency of the Federal government administering the Securities Act and
the Exchange Act.

     "COMMON STOCK" shall mean the Common Stock, par value $.001 per share, of
the Company and any other securities into which or for which such Common Stock
may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, consolidation, sale of assets or other similar
transaction.

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended,
and any similar or successor Federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect from time to time.

     "PERSON" shall mean an individual, corporation, partnership, limited
liability company, joint venture, trust or unincorporated organization, or a
government or any agency or political subdivision thereof.

     "REGISTER", "REGISTERED" and "REGISTRATION" shall refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act and applicable rules and regulations thereunder, and the
declaration or ordering of the effectiveness of such registration statement, or,
as the context may require, under the Exchange Act or applicable state
securities laws.

     "REGISTRABLE SECURITIES" shall mean the Shares and the shares of Common
Stock issuable upon the exercise of the Warrants and any shares of Common Stock
or other securities issued or issuable in respect of such shares of Common Stock
upon any stock split, stock dividend, recapitalization, reorganization, or,
merger, consolidation or similar event. Notwithstanding the foregoing, the term
Registrable Securities shall not include (a) any such securities which have been
registered under the Securities Act pursuant to an effective registration
statement filed thereunder

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and disposed of in accordance with the registration statement covering them, (b)
any such securities which have been publicly sold pursuant to Rule 144 under the
Securities Act or (c) any such securities held by and issuable to such holder of
Registrable Securities (and its Affiliates) which may be sold under Rule 144
under the Securities Act during any ninety (90) day period.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and any
similar or successor Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

                                   ARTICLE II
                               REGISTRATION RIGHTS

     SECTION 2.1  REGISTRATION RIGHTS.

          (a)     At any time on or after the Closing Date, the holders of at
least fifty percent (50%) of the Registrable Securities may request (the
"Registration Request") that the Company prepare and file with the Commission a
registration statement (the "Registration Statement") on Form S-3 (or, if Form
S-3 is not then available to the Company, on such form of registration statement
as is then available to effect a registration for resale of their Registrable
Securities). Upon receipt of such request, the Company shall promptly deliver
notice of such request to all holders of Registrable Securities who shall then
have ten (10) days to notify the Company in writing of their desire to include
their Registrable Securities in such registration. The Company shall also
promptly deliver notice of such request to all holders of securities having
rights under the Existing Registration Rights Agreements who shall also have ten
(10) days to notify the Company in writing of their desire to include their
securities in such registration. Such Registration Statement shall also cover,
to the extent allowable under the Securities Act and the rules promulgated
thereunder, including Rule 416, such indeterminate number of additional shares
of Common Stock resulting from stock splits, stock dividends or similar
transactions with respect to the Registrable Securities registered thereunder.
The Company shall use its reasonable efforts to prepare and file the
Registration Statement within 60 days of its receipt of the Registration
Request, provided that the Company shall have no obligation to file the
Registration Statement at any time prior to the date that is the 180th day
following the Closing Date.

          (b)     The Registration Statement filed pursuant to this Section 2.1
shall, in addition to the Registrable Securities requested to be registered,
include (i) shares of Common Stock for sale by the Company for its own account
and (ii) shares of Common Stock held by persons having rights under the Existing
Registration Rights Agreements in accordance with the terms thereof, in each
case for sale in accordance with the method of disposition specified by the
requesting holders of Registrable Securities. If such registration is
underwritten, the Company and each Person requesting to distribute their shares
through such underwritten registration shall enter into an underwriting
agreement in customary form with the representative of the underwriter or
underwriters selected for such underwriting. If and to the extent that the
managing underwriter (which managing underwriter shall be selected by the
Company) determines that the number of securities sought to be offered should be
limited because of market conditions, the number of securities to be included in
such underwritten offering shall be reduced to a number deemed satisfactory by
such managing underwriter. In such event securities to be included in such

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registration shall be allocated as follows: first, to Neurocrine in accordance
with the Neurocrine Agreement, second, to the holders of Registrable Securities
and Persons having rights under the Existing Registration Rights Agreements PRO
RATA based on their ownership of the securities to be included in such
registration, third, to the Company and fourth, to any other Person having
registration rights pursuant to a written agreement with the Company. No
Registrable Securities or any other security excluded from the underwriting by
reason of the underwriter's marketing limitation shall be included in such
registration. If any holder who has requested inclusion in such registration as
provided above, disapproves of the terms of the underwriting, such holder of
securities may elect to withdraw therefrom by written notice to the Company and
the managing underwriter. The securities so withdrawn shall also be withdrawn
from registration.

          (c)     The holders of Registrable Securities shall be entitled to
only one demand registration under this Section 2.1, provided that if the
holders of Registrable Securities are subject to cut-backs in connection with
their participation in such demand registration under this Section 2.1, they
shall be entitled to one additional demand registration under this Section 2.1,
provided further that in no event shall the holders of Registrable Securities be
entitled to an aggregate of more than two demand registrations under this
Section 2.1. No request may be made under this Section 2.1 for registration
within ninety (90) days of the delivery of a notice by the Company that the
Company intends to file a registration statement (i) on its own behalf, (ii)
pursuant to the terms of the Existing Registration Rights Agreements or (iii) to
register shares of Common Stock held by CIBC World Markets or any other
underwriter of the Company's initial public offering. A registration shall not
count as a requested registration under this section 2.1 unless the registration
statement relating to such registration has been declared effective by the
Commission.

          (d)     In the event the Company suspends the filing or the
effectiveness of a registration statement for a registration pursuant to this
Section 2.1 due to the occurrence of a Suspension Event (as defined in Section
2.6(b)) the holders of Registrable Securities shall be permitted to withdraw
such registration demand and such withdrawn demand registration shall not count
as a demand registration under this Section 2.1.

     SECTION 2.2. REGISTRATION PROCEDURES. The Company shall use its best
efforts to effect and maintain the effectiveness of such registration pursuant
to Section 2.1 hereof, to permit the sale of the Registrable Securities in
accordance with the intended method or methods of disposition thereof, subject
to the Company's right to withdraw the registration statement or terminate any
proposed offering as it may determine in its sole discretion, and pursuant
thereto (and subject to such right) the Company shall:

          (a)     Prepare and file with the Commission a registration statement
with respect to such securities, including executing an undertaking to file
post-effective amendments and use best to cause such registration statement to
become and remain effective for the period of the distribution contemplated
thereby;

          (b)     Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to

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keep such registration statement effective until the completion of the offering
specified therein and comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
registration statement in accordance with the sellers' intended method of
disposition set forth in such registration statement until completion of the
offering;

          (c)     Furnish to each seller of Registrable Securities and to each
underwriter such number of conformed copies of the registration statement and
each such amendment and supplement thereto (in each case including all exhibits
and documents filed therewith) and the prospectus included therein (including
each preliminary and summary prospectus) and any other prospectus filed under
Rule 424 under the Securities Act in conformity with the requirements of the
Securities Act as such Persons reasonably may request in order to facilitate the
public sale or other disposition of the Registrable Securities covered by such
registration statement;

          (d)     Use its best efforts to register or qualify the Registrable
Securities covered by such registration statement under the securities or "blue
sky" laws of such jurisdictions as the sellers of Registrable Securities or, in
the case of an underwritten public offering, the managing underwriter reasonably
shall request, provided, however, that the Company shall not for any such
purpose be required to qualify generally to transact business as a foreign
corporation in any jurisdiction where it is not so qualified or to consent to
general service of process or submit to taxation in any such jurisdiction,
unless the Company is already subject to service or subject to taxation in such
jurisdiction;

          (e)     Use its best efforts to list the Registrable Securities
covered by such registration statement on any securities exchange or quotation
system on which the equity securities of the Company are then listed;

          (f)     Immediately notify each seller of Registrable Securities and
each underwriter under such registration statement, at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event of which the Company has knowledge as a
result of which the prospectus contained in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, and promptly
prepare and furnish to such seller a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to the purchasers of
such Registrable Securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing;

          (g)     Notify each seller of Registrable Securities covered by such
registration statement (i) when the prospectus or any prospectus supplement or
post-effective amendment has been filed, and, with respect to such registration
statement or any post-effective amendment, when the same has become effective,
(ii) of any request by the Commission for amendments or supplements to such
registration statement or to amend or to supplement such prospectus or for
additional information, (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of such registration statement or the
initiation of any proceeding for that purpose and (iv) of the suspension of the
qualification of such securities for offering or sale in any jurisdiction, or of
the institution of any proceeding for any of such purposes;

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          (h)     Use its reasonable efforts to take all other steps necessary
to effect the registration of such Registrable Securities contemplated hereby.

          For purposes of this Agreement, the period of distribution of
Registrable Securities in a firm commitment underwritten public offering shall
be deemed to extend until each underwriter has completed the distribution of all
securities purchased by it, and the period of distribution of Registrable
Securities in any other registration shall be deemed to extend until the earlier
of the sale of all Registrable Securities covered thereby or 180 days after the
effective date thereof.

     SECTION 2.3  EXPENSES.

          (a)     All expenses incurred by the Company in complying with
Sections 2.1 and 2.2, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel and independent
public accountants for the Company, fees and expenses (including counsel fees)
incurred in connection with complying with state securities or "blue sky" laws,
transfer taxes, fees of transfer agents and registrars, excluding any Selling
Expenses (as defined below), are referred to herein as "REGISTRATION EXPENSES."
All fees and disbursements of counsel to the sellers of Registrable Securities
and underwriting discounts and selling commissions applicable to the sale of
Registrable Securities are referred to herein as "SELLING EXPENSES."

          (b)     The Company will pay all Registration Expenses in connection
with each registration statement under Section 2.1 and the fees and expenses of
one counsel to the holders of Registrable Securities and holders of registration
rights under the Existing Registration Rights Agreements in connection with the
review of the registration documents in an amount not to exceed $20,000. All
Selling Expenses in connection with each registration statement under Section
2.1 shall be borne by the participating sellers in proportion to the number of
shares registered by each, or by such participating sellers other than the
Company as they may agree.

     SECTION 2.4  INDEMNIFICATION AND CONTRIBUTION.

          (a)     To the extent permitted by law, the Company will indemnify and
hold harmless each holder of Registrable Securities, any underwriter (as defined
in the Securities Act) for such holder in a registration pursuant to this
Article II and each Person, if any, who controls such holder or underwriter
within the meaning of the Securities Act or the Exchange Act, against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Securities Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages, or liabilities (or actions
in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a "VIOLATION"): (i) any untrue
statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto; (ii) the omission to state therein a material
fact required to be stated therein, or necessary to make the statements therein
not misleading; or (iii) any violation by the Company of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities law; and the
Company will pay to each such holder, underwriter or controlling Person, as
incurred, any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability, or
action; PROVIDED, HOWEVER, that the indemnity agreement contained in this
subsection 2.4(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage,

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liability, or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable to any holder, underwriter or controlling Person for any such
loss, claim, damage, liability, or action to the extent that it arises out of or
is based upon a Violation that occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by such holder, underwriter or controlling Person seeking
indemnification.

          (b)     To the extent permitted by law, each selling holder of
Registrable Securities, severally and not jointly, will indemnify and hold
harmless the Company, each of its directors, each of its officers who has signed
the registration statement, each Person, if any, who controls the Company within
the meaning of the Securities Act, any underwriter for the Company in a
registration pursuant to this Article II, any other holder selling Registrable
Securities, severally and not jointly, in such registration statement and any
controlling Person of any such underwriter or other holder, against any losses,
claims, damages, or liabilities (joint or several) to which any of the foregoing
Persons may become subject, under the Securities Act, the Exchange Act or other
federal, state or local law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such holder for use in connection with such registration; and each
such holder will pay, as incurred, any legal or other expenses reasonably
incurred by any Person intended to be indemnified pursuant to this subsection
2.4(b), in connection with investigating or defending any such loss, claim,
damage, liability, or action; PROVIDED, HOWEVER, that the indemnity agreement
contained in this subsection 2.4(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the written consent of the holder, which written
consent shall not be unreasonably withheld or delayed.

          (c)     Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such indemnified party other than under this Section 2.4 and shall only
relieve it from any liability which it may have to such indemnified party under
this Section 2.4 if and to the extent that the indemnifying party is prejudiced
by such omission. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in and, to the
extent it shall wish, to assume and undertake the defense thereof with counsel
reasonably satisfactory to such indemnified party, and, after notice from the
indemnifying party to such indemnified party of its election so to assume and
undertake the defense thereof, the indemnifying party shall not be liable to
such indemnified party under this Section 2.4 for any legal expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel
so selected, provided, however, that, if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be reasonable
defenses available to it that are different from or additional to those
available to the indemnifying party or that the interests of the indemnified
party reasonably may be deemed to conflict with the interests of the
indemnifying party, the indemnified

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party shall have the right to select a separate counsel and to assume such legal
defenses and otherwise to participate in the defense of such action, with the
expenses and fees of such separate counsel and other expenses related to such
participation to be reimbursed by the indemnifying party as incurred, provided
that only one such separate counsel shall be retained to represent the
indemnified parties in any jurisdiction unless the use of one counsel for such
indemnified parties would present such counsel with a conflict of interest. No
indemnifying party, in the defense of any such claim or action, shall, except
with the consent of each indemnified party, consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect to such claim or action. Each indemnified
party shall furnish such information regarding itself or the claim in question
as an indemnifying party may reasonably request in writing and as shall be
reasonably required in connection with the defense of such claim and litigation
resulting therefrom.

          (d)     In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which either (i) any
holder of Registrable Securities exercising rights under this Agreement, or any
controlling person of any such holder, makes a claim for indemnification
pursuant to this Section 2.4 but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 2.4 provides for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any such selling holder
or any such controlling person in circumstances for which indemnification is
provided under this Section 2.4; then, and in each such case, the Company and
such holder will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in
such proportion so that such holder is responsible for the portion represented
by the percentage that the aggregate public offering price of its Registrable
Securities offered by the registration statement bears to the aggregate public
offering price of all securities offered by such registration statement, and the
Company and other holders, as the case may be, are responsible for the remaining
portion, PROVIDED, HOWEVER, that, in any such case, (A) no such holder will be
required to contribute any amount in excess of (i) the public offering price of
all such Registrable Securities offered by it pursuant to such registration
statement or (ii) the amount such holder would have been obligated to pay
pursuant to Section 2.4(b) had such provisions been enforceable; and (B) no
person or entity guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) will be entitled to contribution from any
person or entity who was not guilty of such fraudulent misrepresentation.

     SECTION 2.5  DELAY OF REGISTRATION; FURNISHING INFORMATION.

          (a)     No holder of Registrable Securities shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Article II.

          (b)     It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Article II that the holder of
Registrable Securities requesting the inclusion of Registrable Securities in a
registration shall furnish to the Company a completed and

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executed Questionnaire, in the form attached hereto, containing such information
regarding themselves, the Registrable Securities held by them and the intended
method of disposition of such securities as shall be required to effect the
registration of their Registrable Securities.

     SECTION 2.6  SUSPENSION OF REGISTRATION; BLACKOUT; MARKET STAND-OFF.

          (a)     The Company shall promptly notify each holder of Registrable
Securities requesting registration of the issuance by the Commission of any stop
order suspending the effectiveness of any registration statement or the
initiation or threat of any proceedings for that purpose. The Company shall use
its reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of such registration statement as soon as practicable.

          (b)     The Company's obligation under this Agreement to use
reasonable efforts to cause a registration statement to be made, filed or to
become effective or to amend or supplement a registration statement may be
suspended, in the sole discretion of the Company's Board of Directors, in the
event of the consummation of, and during the period of negotiations relating to,
any transaction (which shall include, without limitation, any financing, the
acquisition or disposition of assets or any merger, consolidation, tender offer
or similar transaction) or the occurrence of any other event that, in the sole
discretion of the Company's Board of Directors, would require additional
disclosure of material information by the Company in such registration statement
(such circumstances being hereinafter referred to as a "Suspension Event") that
would make it impractical or unadvisable to cause such registration statement to
be made or to become effective or to amend or supplement the registration
statement, provided that such suspension shall continue only for so long as such
event or its effect is continuing but in no event will that suspension exceed
120 days in the during any 12-month period. The Company may suspend a
registration requested under Section 2.1 pursuant to this Section 2.5(b) twice
during any twelve month period. If any party hereto requests registration during
a Suspension Event, the Company shall notify such party of the existence of such
Suspension Event.

          (c)     Following the effectiveness of a registration statement, the
parties hereto agree that they will not effect any sales of their Registrable
Securities pursuant to such registration statement at any time after they have
received notice from the Company to suspend sales (i) as a result of the
occurrence or existence of any Suspension Event or (ii) so that the Company may
correct or update such registration statement, provided that such postponement
of sales of Registrable Securities by the parties hereto shall not exceed ninety
(90) days in the aggregate during any 12-month period. An holder of Registrable
Securities may re-commence sales of the Registrable Securities pursuant to such
registration statement or such filings following further notice to such effect
from the Company, which notice shall be given by the Company not later than five
(5) business days after the conclusion of any such Suspension Event or
correction or update of such registration statement. Any such notice of a
Suspension Event may constitute material non-public information and, in any
case, a holder of registrable Securities agrees to keep the receipt and
existence of any such notice or any subsequent notice that such holder may
re-commence sales confidential.

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          (d)     If requested by the Company or an underwriter of Registrable
Securities in connection with any public offering of the Company, no holder of
Registrable Securities shall directly or indirectly offer, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant for the sale of or otherwise dispose
of or transfer any shares held by it for a period not to exceed 180 days
following the effective date of the relevant registration statement filed under
the Securities Act.

                                   ARTICLE III
                                  MISCELLANEOUS

     SECTION 3.1  NOTICES. All notices, requests and other communications to any
party hereunder shall be in writing (including telecopier or similar writing)
and shall be given to such party at its address or telecopier number as set
forth below, or such other address or telecopier number as such party may
hereinafter specify for the purpose of giving notice hereunder to the party
giving such notice. Each such notice, request or other communication shall be
effective: (i) if given by telecopier, when such telecopier is transmitted to
the telecopier number specified pursuant to this Section 3.1 and the appropriate
confirmation is received or; (ii) if given by mail, 72 hours after such
communication is deposited in the mails, certified mail, return receipt
requested, postage prepaid, addressed as aforesaid or; (iii) if given by any
other means, when delivered at the address as follows:

     If to the Company, to:

          DOV Pharmaceutical, Inc.
          Continental Plaza
          433 Hackensack Avenue
          Hackensack NJ 07601
          Attention: General Counsel
          Telecopier: 201-968-0986

     If to the Investors, to:

          OrbiMed Advisors LLC
          767 Third Avenue
          New York, New York 10017
          Attention: Jonathan Silverstein
          Telecopier: (212) 739-6444

     With a copy to:

          Wollmuth Maher & Deutsch LLP
          500 Fifth Avenue, 12th Floor
          New York, New York 10110
          Attention: Mason H. Drake, Esq.
          Telecopier: (212) 382-0050

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     SECTION 3.2  ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding between the parties hereto and supersedes any and
all prior agreements and understandings, written or oral, relating to the
subject matter of this Agreement.

     SECTION 3.3  MODIFICATIONS AND AMENDMENTS. This Agreement may not be
amended or modified, and no provision hereof may be waived, without the written
consent of the Company and holders of at least fifty percent (50%) of the
outstanding Registrable Securities.

     SECTION 3.4  BENEFIT; ASSIGNMENT. All statements, representations,
warranties, covenants and agreements in this Agreement shall be binding on the
parties hereto and shall inure to the benefit of the respective successors and
permitted assigns of each party hereto. The Investors may fully and freely
transfer or assign the registration rights set forth in this Agreement to any
Person that acquires at least 19,992 shares of Registrable Securities, but
cannot otherwise transfer or assign the registration rights set forth in this
Agreement. As a condition to the transfer of the registration rights set forth
in this Agreement, a transferee shall consent in writing to be bound by the
terms and conditions of this Agreement.

     SECTION 3.5  GOVERNING LAW. This Agreement and the rights and obligations
of the parties hereunder shall be construed in accordance with and governed by
the law of the State of New York without giving effect to the conflict of law
principles thereof.

     SECTION 3.6  DISPUTE RESOLUTION.

     (a)  All disputes, claims, or controversies arising out of or relating to
this Agreement or the negotiation, breach, validity or performance hereof and
thereof or the transactions contemplated hereby and thereby that are not
resolved by mutual agreement shall be resolved solely and exclusively by binding
arbitration to be conducted before the Center for Public Resources or its
successor ("CPR") in New York, New York before a single arbitrator (the
"Arbitrator"). The parties understand and agree that this arbitration shall
apply equally to claims of fraud or fraud in the inducement.

     (b)  The parties covenant and agree that the arbitration shall commence
within 60 days of the date on which a written demand for arbitration is filed by
any party hereto (the "Filing Date"). 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 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 or more definite
statement. In connection with any arbitration, each party shall provide to the
other, no later than seven 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 witnesses or experts. The parties shall be entitled to file post-hearing
briefs within 20 days. The Arbitrator's decision and award shall be made and
delivered within 60 days of final submission to the Arbitrator. The Arbitrator's
decision shall set forth a reasoned basis for any award of damages or finding of
liability.

                                       11
<Page>

     (c)  The parties covenant and agree that they will participate in the
arbitration in good faith and that they will (i) bear their own attorneys' fees,
costs and expenses in connection with the arbitration, and (ii) share equally in
the fees and expenses charged by the Arbitrator. Any party unsuccessfully
refusing to comply with an order of the Arbitrators shall be liable for costs
and expenses, including attorneys' fees, incurred by the other party in
enforcing the award. This Section 8.06 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 purpose of avoiding immediate and irreparable
harm.

     (d)  Except as provided in Section 3.6 (c) above, each of the parties
hereto irrevocably and unconditionally consents to the jurisdiction of CPR to
resolve all disputes, claims or controversies arising out of or relating to this
Agreement or any other agreement executed and delivered pursuant to this
Agreement or the negotiation, breach, validity or performance hereof and thereof
or the transactions contemplated hereby and thereby and further consents to the
sole and exclusive jurisdiction of the courts of New York for the purposes of
enforcing the arbitration provisions of Section 3.6 of this Agreement. Each
party further irrevocably waives any objection to proceeding before the
Arbitrator based upon lack of personal jurisdiction or to the laying of venue
and further irrevocably and unconditionally waives and agrees not to make a
claim in any court that arbitration before the Arbitrator has been brought in an
inconvenient forum. 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 submission to jurisdiction and its consent
to service of process by mail is made for the express benefit of the other
parties hereto.

     SECTION 3.7  SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof but shall be interpreted as if it
were written so as to be enforceable to the maximum extent permitted by
applicable law, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereby
waive any provision of law which renders any provisions hereof prohibited or
unenforceable in any respect.

     SECTION 3.8  HEADINGS AND CAPTIONS. The headings and captions of the
various subdivisions of this Agreement are for convenience of reference only and
shall in no way modify or affect the meaning or construction of any of the terms
or provisions hereof.

     SECTION 3.9  NO WAIVER OF RIGHTS, POWERS AND REMEDIES. No failure or delay
by a party hereto in exercising any right, power or remedy under this Agreement,
and no course of dealing among the parties hereto, shall operate as a waiver of
any such right, power or remedy of the party. No single or partial exercise of
any right, power or remedy under this Agreement by a party hereto, nor any
abandonment or discontinuance of steps to enforce any such right, power or
remedy, shall preclude such party from any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder. The election of any
remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not
expressly required under this Agreement shall entitle the party receiving such
notice or demand to any other or further notice or demand in similar or other

                                       12
<Page>

circumstances or constitute a waiver of the rights of the party giving such
notice or demand to any other or further action in any circumstances without
such notice or demand.

     SECTION 3.10 COUNTERPARTS; FACSIMILE. This Agreement may be executed in
counterparts, each of which shall be deemed an original agreement, but all of
which together shall constitute one and the same instrument. Execution and
delivery of this Agreement by facsimile transmission shall constitute execution
and delivery of this Agreement for all purposes, with the same force and effect
as execution and delivery of an original manually signed copy hereof.

                                       13
<Page>

                                             GOODWIN PROCTER COMMENTS 6/30/03 TO
                                                               WMD DRAFT 6/27/03

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed by their duly authorized representatives,
as of the date first written above.

                                        DOV PHARMACEUTICAL, INC.


                                        By:  /s/ Arnold Lippa
                                             -----------------------------
                                             Name:  Arnold Lippa
                                             Title: Chief Executive Officer


                                        PW JUNIPER CROSSOVER FUND, L.L.C.

                                        By:  OrbiMed Advisors, LLC


                                            By: /s/ Eric A. Bittelman
                                               -------------------------
                                               Name: Eric A. Bittelman
                                               Title: CFO, OrbiMed Advisors, LLC


                                        CADUCEUS PRIVATE INVESTMENTS, LP

                                        By:  OrbiMed Capital LLC
                                             its general partner


                                             By: /s/ Eric A. Bittelman
                                                -------------------------
                                                Name:  Eric A. Bittelman
                                                Title: CFO, OrbiMed Capital
                                                       General Partner


                                        ORBIMED ASSOCIATES LLC

                                        By:  OrbiMed Advisors, LLC
                                             its managing member


                                            By: /s/ Eric A. Bittelman
                                               -------------------------
                                               Name:  Eric A. Bittelman
                                               Title: CFO, OrbiMed Advisors, LLC

<Page>

                            DOV PHARMACEUTICAL, INC.
                      REGISTRATION STATEMENT QUESTIONNAIRE

     In connection with the preparation of the Registration Statement, please
provide us with the following information:

1.   Pursuant to the "Selling Stockholder" section of the Registration
     Statement, please state your or your organization's name exactly as it
     should appear in the Registration Statement:

2.   Please provide the number of shares of Common Stock and Warrants that you
     or your organization will own immediately after Closing, including those
     shares of Common Stock and Warrants purchased by you or your organization
     pursuant to this Agreement and those shares of the Company's securities
     purchased by you or your organization through other transactions:

3.   Have you or your organization had any position, office or other material
     relationship within the past three years with the Company or its
     Affiliates?

                        Yes             / /       No

     If yes, please indicate the nature of any such relationships below:

     ______________________________________________________________________

     ______________________________________________________________________

     ______________________________________________________________________


                                           By:
                                               ----------------------------

                                      -15-

</TEXT>
</DOCUMENT>
