EXHIBIT 10.1 EXCLUSIVE LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT

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Title: EXHIBIT 10.1 EXCLUSIVE LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Governing Law: New Jersey Date: 9/22/2004
Industry: Biotechnology and Drugs Sector: Healthcare

EXHIBIT 10.1

***Confidential treatment has been requested for portions of this exhibit. The

copy filed herewith omits the information subject to the confidentiality

request. Omissions are designated as [***]. A complete version of this exhibit

has been filed separately with the Securities and Exchange Commission.

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EXECUTION COPY

EXCLUSIVE LICENSE, DEVELOPMENT AND

COMMERCIALIZATION AGREEMENT

BY AND BETWEEN

MSD WARWICK (MANUFACTURING) LTD.

AND

DOV PHARMACEUTICAL, INC.

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EXCLUSIVE LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT

THIS AGREEMENT (including all exhibits, schedules and other attachments,

this "Agreement"), effective as of the Closing Date (defined below), by and

between MSD WARWICK (MANUFACTURING) LTD., a corporation organized and existing

under the laws of Bermuda ("MERCK"), with a principal place of business at

Chesney House, 96 Pitts Bay Road, Pembroke HM 08, Bermuda and DOV

Pharmaceutical, Inc., a corporation organized and existing under the laws of

Delaware, with a principal place of business at 433 Hackensack Avenue,

Hackensack, NJ 07601 ("DOV").

RECITALS:

WHEREAS, DOV has developed DOV Know-How (as hereinafter defined) and has

rights to DOV Patent Rights (as hereinafter defined); and

WHEREAS, MERCK and DOV desire to enter into a collaboration to develop the

Compound (as hereinafter defined) upon the terms and conditions set forth

herein; and

WHEREAS, MERCK desires to obtain a license under the DOV Patent Rights and

DOV Know-How, upon the terms and conditions set forth herein and DOV desires to

grant such a license; and

WHEREAS, MERCK desires to obtain a right of first refusal to obtain the

rights to develop DOV 102,677 for the treatment and/or prevention of anxiety

and/or depression;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual

covenants herein contained, the Parties hereby agree as follows:

1. DEFINITIONS

Unless specifically set forth to the contrary herein, the following terms,

whether used in the singular or plural, shall have the respective meanings set

forth below:

1.1 "ACT" shall mean, as applicable, the United States Federal Food, Drug and

Cosmetic Act, 21 U.S.C. ss.ss. 301 et seq., and/or the Public Health

Service Act, 42 U.S.C. ss.ss. 262 et seq., as such may be amended from

time to time.

1.2 "AFFILIATE" shall mean, in relation to a Party, any corporation or entity

that, directly or indirectly owns, is owned by or is under common

ownership with such Party. For purposes of this definition, the term "own"

(as used in the terms "owns," "owned by" and "under common ownership")

means direct or indirect beneficial or legal ownership of fifty percent

(50%) or more of the voting interest in, or fifty percent (50%) or more of

the equity of or the right to appoint fifty percent (50%) or more of the

directors or managers of that corporation or other business entity or the

power to direct or cause the direction of the management and policies of

such corporation or entity, whether pursuant to the ownership of voting

securities, by contract or otherwise.

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1.3 "ASYMMETRIC PROCESS" shall mean, (i) with regard to the manufacture of DOV

21,947 , a process whereby no significant amount of DOV 102,677 is created

and (ii) with regard to the manufacture of DOV 102,677, a process whereby

no significant amount of DOV 21,947 is created.

1.4 "BANKRUPTCY EVENT" is defined in Section 9.3.2.

1.5 "CALENDAR QUARTER" shall mean the respective periods of three (3)

consecutive calendar months ending on March 31, June 30, September 30 and

December 31.

1.6 "CALENDAR YEAR" shall mean each successive period of twelve (12) months

commencing on January 1 and ending on December 31.

1.7 "CHANGE OF CONTROL" is defined in Section 12.2.

1.8 "CLINICAL TRIAL" shall mean a Phase I Clinical Trial, Phase II Clinical

Trial, Phase III Clinical Trial and/or Phase IV Clinical Trial.

1.9 "CLOSING DATE" shall mean the date upon which the HSR Conditions have been

met.

1.10 "COLLABORATION TERM" shall mean the duration of the Collaboration, as

described more fully in Section 2.7.

1.11 "COLLABORATION" shall mean the activities undertaken by the Parties hereto

as set forth in Article 2.

1.12 "COMBINATION DRUG" shall mean a Product that includes one or more active

ingredients other than Compound in combination with Compound. All

references to Product in this Agreement shall be deemed to include

Combination Drug.

1.13 "COMMERCIALLY REASONABLE EFFORTS" shall mean with respect to the efforts

to be expended by a Party with respect to any objective, reasonable,

diligent, good faith efforts to accomplish such objective as such Party

would normally use to accomplish a similar objective under similar

circumstances, it being understood and agreed that with respect to the

research, development or commercialization of Compound or Product, such

efforts shall be substantially equivalent to those efforts and resources

commonly used by a Party for a similar pharmaceutical product owned by it

or to which it has rights, which product is at a similar stage in its

development or product life and is of similar market potential taking into

account efficacy, safety, approved labeling, the competitiveness of

alternative products in the marketplace, the patent and other proprietary

position of the product, the likelihood of regulatory approval given the

Regulatory Authority involved, the profitability of the product including

the royalties payable to licensors of patent or other intellectual

property rights, alternative products and other relevant factors.

Expenditures by MERCK for development of the Product or Compound that are

comparable to expenditures by MERCK for similar products or compounds at a

similar commercial value and stage of development shall be evidence of

Commercially Reasonable Efforts. Commercially Reasonable Efforts shall be

determined on a market-by-market and Indication-by-Indication basis for a

particular Compound or Product, and it is anticipated that the level of

effort will be different for different markets, and will change over time,

reflecting changes in the status of the Product and the market(s)

involved. The royalties and other payments made or required to be made

hereunder or under the Wyeth Agreement shall not be factors in determining

whether a Party has used Commercially Reasonable Efforts, (that is, a

Party may not apply lesser resources or efforts in support of a Product or

Compound because such Product or Compound is subject to a royalty on sales

or to any other payments under this Agreement or the Wyeth Agreement).

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1.14 "COMMITTEE" shall mean the joint development committee established to

facilitate the Collaboration, as more fully described in Section 2.3.1.

1.15 "COMPOUND" shall mean DOV 21,947, and/or DOV 216,303. For avoidance of

doubt, "Compound" does not include DOV 102,677.

1.16 "CONFIDENTIAL INFORMATION" shall mean any Information disclosed by either

Party that such Party has either marked as confidential or proprietary, or

has identified in writing as confidential or proprietary within thirty

(30) days of disclosure to the other Party ; provided, however, that

(subject in all cases to Article 4 below, including without limitation

Sections 4.2 and 4.4) information regarding the Collaboration, or a

disclosing Party's business plans, strategies, technology, manufacturing,

research and development, and products or services shall be deemed

Confidential Information of the disclosing Party even if not so marked or

identified.

1.17 "CONTROL", "CONTROLS" OR "CONTROLLED BY" shall mean, with respect to any

item of or right under DOV Patent Rights, DOV Know-How, MERCK Patent

Rights, MERCK Know-How or MERCK Termination Know-How, the possession of

(whether by ownership or license, other than pursuant to this Agreement),

or the ability of a Party and/or its Controlled Affiliates to grant access

to, or a license or sublicense of, such item or right as provided for

herein without violating the terms of any agreement or other arrangement

with any Third Party existing at the time such Party would be required

hereunder to grant the other Party such access or license or sublicense.

For avoidance of doubt, intellectual property rights that are Controlled

by a Controlled Affiliate of a Party shall be deemed to be Controlled by

such Party.

1.18 "CONTROLLED AFFILIATE" shall mean, in relation to a Party, any corporation

or entity that, directly or indirectly controls, is controlled by or is

under common control with such Party. For purposes of this definition, the

term "control" (as used in the terms "controls," "controlled by" and

"under common control") means direct or indirect beneficial or legal

ownership of more than fifty percent (50%) of the voting interest in, or

more than fifty percent (50%) of the equity of or the right to appoint

more than fifty percent (50%) of the directors or managers of that

corporation or other business entity or the power to direct or cause the

direction of the management and policies of such corporation or entity,

whether pursuant to the ownership of voting securities, by contract or

otherwise.

1.19 "CO-PROMOTION AGREEMENT" shall have the meaning provided for in paragraph

2 of Schedule 3.7.

1.20 "CRO" is defined in Section 2.2.1 hereof.

1.21 "DDMAC" shall mean the United States Food and Drug Administration Division

of Drug Marketing, Advertising, and Communications.

1.22 "DETAIL" shall mean a product presentation in a face-to-face meeting in an

individual or group practice setting between a professional sales

representative and a Target Prescriber in which one or more key product

benefits are verbally presented in a balanced manner. For avoidance of

doubt, a Detail does not include a reminder or sample drop. "Detailing"

shall mean the act of presenting a Detail.

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1.23 "DOV 21,947" shall mean the compound having a chemical name

(+)-1-(3,4-dichlorophenyl)-3-azabicyclo[3.1.0]hexane, including all

solvates, Prodrugs, salts and polymorphs thereof.

1.24 "DOV 102,677" shall mean the compound having a chemical name

(-)-1-(3,4-dichlorophenyl)-3-azabicyclo[3.1.0]hexane, including all

solvates, Prodrugs, salts and polymorphs thereof.

1.25 "DOV 216,303" shall mean the compound having a chemical name

(+)-1-(3,4-dichlorophenyl)-3-azabicyclo[3.1.0]hexane, including all

solvates, Prodrugs, salts and polymorphs thereof.

1.26 "DOV INFORMATION AND INVENTIONS" shall mean all protocols, formulas, data,

Inventions, know-how and trade secrets, patentable or otherwise, resulting

from the Collaboration developed or invented solely by employees of DOV or

other persons not employed by MERCK acting on behalf of DOV.

1.27 "DOV KNOW-HOW" shall mean all information and materials, including but not

limited to discoveries, improvements, processes, methods, protocols,

formulas, data (including data and results from research, preclinical

development and Clinical Trials), inventions (including without limitation

DOV Information and Inventions and DOV's and/or any of its Controlled

Affiliates' rights in Joint Information and Inventions), know-how and

trade secrets, patentable or otherwise, which (i) are Controlled by DOV

and/or any of its Controlled Affiliates as of the Closing Date or become

Controlled by DOV and/or its Controlled Affiliates during the term of this

Agreement, (ii) are not generally known and (iii) are necessary or useful

to MERCK in connection with the Collaboration or the research,

development, manufacture, marketing, use or sale of Compound or Product in

the Territory, excluding, however, any MERCK Know-How.

1.28 "DOV PATENT RIGHTS" shall mean any and all Patent Rights Controlled by DOV

or its Controlled Affiliates as of the Closing Date or become Controlled

by DOV and/or its Controlled Affiliates during the term of this Agreement

that (i) would be practiced by the manufacture, use, sale, offer for sale

or importation of Compound or Product; or (ii) claim or cover DOV

Information and Inventions, including, but not limited to, those Patent

Rights listed on Schedule 1.28.

1.29 "DRUG DEVELOPMENT PLAN" shall mean the preclinical and clinical

development plan for Compound(s) and Product(s), developed in accordance

with the Collaboration as described in Article 2.

1.30 "EMEA" shall mean the European Agency for the Evaluation of Medicinal

Products (a cross-national Regulatory Authority in the European Union) and

any successor Governmental Authority having substantially the same

function.

1.31 "EXECUTION DATE" shall mean the date of last execution by both Parties.

1.32 "FDA" shall mean the United States Food and Drug Administration, and any

successor Governmental Authority having substantially the same function.

1.33 "FIELD" shall mean (i) in the case of DOV 21,947, the use of DOV 21,947

and/or pharmaceutical preparations in final form containing DOV 21,947 for

the treatment and/or prevention and/or diagnosis of diseases and/or

medical conditions in humans and/or animals; and (ii) in the case of

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DOV 216,303, the use of DOV 216,303 and/or pharmaceutical preparations in

final form containing DOV 216,303 for the treatment and/or prevention

and/or diagnosis of depression, anxiety or addiction in humans and/or

animals.

1.34 "FILING" of an NDA shall mean the acceptance by a Regulatory Authority of

an NDA for filing.

1.35 "FIRST COMMERCIAL SALE" shall mean, with respect to any Product, the first

sale by MERCK or a Related Party for end use or consumption of such

Product in a country, excluding, however, any sale or other distribution

for use in a Clinical Trial.

1.36 "FIRST POSITION DETAIL" shall mean a Detail where key product messages and

benefits are presented in the first position and at least [***]% of the

time available is spent on this presentation.

1.37 "GLP" or "GOOD LABORATORY PRACTICE" shall mean the applicable then-current

standards for laboratory activities for pharmaceuticals or biologicals, as

set forth in the Act and any regulations or guidance documents promulgated

thereunder, as amended from time to time, together with any similar

standards of good laboratory practice as are required by any Regulatory

Authority in the Territory.

1.38 "GMP" OR "GOOD MANUFACTURING PRACTICE" shall mean the applicable

then-current standards for United States Good Manufacturing Practices, as

specified in the United States Code of Federal Regulations and any

regulations or guidance documents promulgated thereunder, as amended from

time to time, together with any similar standards of good manufacturing

practice as are required by any Regulatory Authority in the Territory.

1.39 "GOVERNMENTAL AUTHORITY" means any government, any governmental entity,

department, commission, board, agency or instrumentality, and any court,

tribunal or judicial or arbitral body, whether federal, state or local,

including, without limitation, the U.S. Federal Trade Commission.

1.40 "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1974,

as amended, 15 U.S.C. ss.18A.

1.41 "HSR CLEARANCE DATE" means the earliest date on which both Parties or

their Controlled Affiliates have actual knowledge that all applicable

waiting periods under the HSR Act with respect to the transactions

contemplated hereunder have expired or have been terminated.

1.42 "HSR CONDITIONS" shall have the meaning provided in Section 11.2.

1.43 "HSR FILING" means filings by MERCK or its Controlled Affiliates and DOV

with the United States Federal Trade Commission and the Antitrust Division

of the United States Department of Justice of a Notification and Report

Form for Certain Mergers and Acquisitions (as that term is defined in the

HSR Act) with respect to the matters set forth in this Agreement, together

with all required documentary attachments thereto.

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1.44 "IND" shall mean an investigational new drug application, clinical study

application, clinical trial exemption, or similar application or

submission for approval to conduct human clinical investigations filed

with or submitted to a Regulatory Authority in conformance with the

requirements of such Regulatory Authority.

1.45 "INDICATION" shall mean the primary prophylactic and/or therapeutic

purpose for which a Product is developed specifically directed towards

obtaining Regulatory Approval for use of such Product pursuant to an

approved label claim. A single Indication shall include the primary

disease and variants or sub-divisions or sub-classifications within such

primary disease. For example, for purposes of this Agreement, treatment

and/or prevention of anxiety is a single Indication; treatment of a

particular phobia would be treated as a sub-classification within the

single Indication of anxiety. Treatment and prophylaxis of the same

general psychiatric disorder (e.g. anxiety) as defined by the DSM-IV

(i.e., Diagnosis and Statistical Manual) shall be treated as the same

Indication. However, treatment of depression shall be deemed a different

Indication from treatment of anxiety.

1.46 "INFORMATION" shall mean any and all information and data, including

without limitation all MERCK Know-How, MERCK Termination Know-How, DOV

Know-How, and all other scientific, preclinical, clinical, regulatory,

manufacturing, marketing, financial and commercial information or data,

whether communicated in writing or orally or by any other method, that is

provided by one Party (or such Party's Controlled Affiliates) to the other

Party in connection with this Agreement.

1.47 "INITIATES" shall mean, with respect to a Clinical Trial, the

administration of the first dose to a patient in such Clinical Trial.

1.48 "INVENTION" shall mean any process, method, composition of matter, article

of manufacture, discovery or finding that is (i) conceived as a result of

the Collaboration; or (ii) is conceived as a result of the practice of DOV

Patent Rights during or after the term of the Collaboration.

1.49 "JOINT INFORMATION AND INVENTIONS" shall mean all protocols, formulas,

data, Inventions, know-how and trade secrets, patentable or otherwise,

resulting from collaborative activities occurring prior to the Closing

Date, or during the Collaboration or resulting from the practice of the

DOV Patent Rights during or after the term of the Collaboration developed

or invented jointly by employees of MERCK and DOV or others acting on

behalf of MERCK and DOV.

1.50 "JOINT PATENT RIGHTS" shall mean any and all Patent Rights that claim or

cover any Joint Information or Inventions.

1.51 "LAUNCH DATE" shall mean the date subsequent to receiving the necessary

Regulatory Approvals in the United States when the Parties will initiate

Detailing activities in the United States, as such date is determined by

MERCK.

1.52 "MAJOR MARKET" shall mean any one of the following countries: United

States, Japan, the United Kingdom, France, Germany, Italy or Spain.

1.53 "MARKETING AUTHORIZATION" shall mean (i) for the United States, the

approval of an NDA, and (ii) for any foreign jurisdiction, the approval

from the relevant Regulatory Authority necessary to market and sell a

Product in that country, including, without limitation, all applicable

pricing and government reimbursement approvals.

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1.54 "MERCK INFORMATION AND INVENTIONS" shall mean all protocols, formulas,

data, Inventions, know-how and trade secrets, patentable or otherwise,

resulting from the Collaboration or resulting from the practice of DOV

Patent Rights during or after the term of the Collaboration, developed or

invented solely by employees of MERCK or other persons not employed by DOV

acting on behalf of MERCK.

1.55 "MERCK KNOW-HOW" shall mean all information and materials, including but

not limited to discoveries, improvements, processes, methods, protocols,

formulas, data (including data and results from research, preclinical

development and Clinical Trials), inventions (including without limitation

MERCK Information and Inventions and MERCK's and/or any of its Controlled

Affiliates' rights in Joint Information and Inventions), know-how and

trade secrets, patentable or otherwise, which during the term of this

Agreement, (i) are Controlled by MERCK and/or any of its Controlled

Affiliates, (ii) are not generally known and (iii) are necessary or useful

to DOV in connection with the Collaboration.

1.56 "MERCK PATENT RIGHTS" shall mean any and all Patent Rights Controlled by

MERCK and/or any of MERCK's Controlled Affiliates, that (i) would be

practiced by the manufacture, use, sale, offer for sale or importation of

Compound or Product; or (ii) claim or cover MERCK Information and

Inventions or MERCK's rights in Joint Information and Inventions.

1.57 "MERCK TERMINATION KNOW-HOW" shall mean all information and materials,

including but not limited to discoveries, improvements, processes,

methods, protocols, formulas, data (including data and results from

research, preclinical development and Clinical Trials), inventions

(including without limitation MERCK Information and Inventions and MERCK's

and/or any of its Controlled Affiliates' rights in Joint Information and

Inventions), know-how and trade secrets, patentable or otherwise, which

during the term of this Agreement, (i) are Controlled by MERCK and/or any

of MERCK's Controlled Affiliates, (ii) are not generally known, and (iii)

are necessary for the research, development, manufacture, marketing, use

or sale of Compound or Product in the Territory, excluding, however, any

DOV Know-How. The MERCK Termination Know-How shall include the information

of the type set forth in Schedule 1.57.

1.58 "MOTHER LIQUOR" shall mean a liquid stream (i) containing the negative

isomer after recovery of the desired positive isomer, or (ii) containing

the positive isomer after recovery of the desired negative isomer.

1.59 "NDA" shall mean a New Drug Application or Biologics License Application

submitted to the FDA, or a Worldwide Marketing Application, Marketing

Authorization Application or similar application filed with a Regulatory

Authority to obtain approval for marketing a biological or pharmaceutical

product in a foreign country or group of countries.

1.60 "NET SALES" shall mean the gross invoice price of Product sold by MERCK or

any Related Party to the first Third Party, after deducting, if not

previously deducted, from the amount invoiced or received:

(a) trade and quantity discounts actually allowed or taken other than

early pay cash discounts;

(b) amounts allowed or taken by reason of returns, rebates, chargebacks

and other allowances;

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that are specifically identifiable as relating to Products; and

(d) a fixed amount equal to [***] percent ([***]%) of the amount invoiced

to cover bad debt, sales or excise taxes, early payment cash discounts,

custom duties, and other governmental charges, sales commissions paid to

Third Party distributors and/or selling agents, and the cost of devices or

delivery systems used for dispensing or administering Product;

With respect to sales of Combination Drugs, Net Sales shall be calculated

on the basis of the gross invoice price of Product(s) containing the same

strength of Compound sold without other active ingredients. In the event

that Product is sold only as a Combination Drug, (y) with respect to any

Combination Drug in which Compound is combined only with one or more

active ingredients the manufacture, use, sale, offer for sale or

importation of which active ingredient(s) would not practice any Patent

Right Controlled by MERCK, MERCK's Controlled Affiliates or a Third Party,

Net Sales shall be calculated on the basis of the gross invoice price of

the Combination Drug and (z) with respect to any Combination Drug in which

Compound is combined only with one or more active ingredients the

manufacture, use sale, offer for sale or importation of which active

ingredient(s) would practice any Patent Right Controlled by MERCK, MERCK's

Controlled Affiliates, or a Third Party, DOV and MERCK shall, prior to any

sales of such Combination Drug, negotiate in good faith to agree in

writing on the relative value of Compound and each other active ingredient

in such Combination Drug, which determination shall be based upon sales

prices for comparable products. Such relative value(s) shall be used in

calculating Net Sales. The deductions set forth in paragraphs (a) through

(d) above will be applied in calculating Net Sales for a Combination Drug.

1.61 "PARTY" shall mean MERCK and DOV, individually, and "PARTIES" shall mean

MERCK and DOV, collectively.

1.62 "PATENT RIGHTS" shall mean patents and patent applications in the

Territory (which for the purposes of this Agreement shall be deemed to

include certificates of invention and applications for certificates of

invention), including provisionals, divisions, continuations,

continuations-in-part, reissues, renewals, extensions, supplementary

protection certificates, and the like of any such patents and patent

applications, and foreign equivalents thereof, and shall include patents

whose term has been extended by statutory patent term adjustments or

extensions in any jurisdiction in the Territory, including but not limited

to those patent term adjustments and extensions granted under 37 C.F.R.

ss.ss. 1.701 - 1.705, 35 U.S.C. ss. 154(b), or 35 U.S.C. ss. 156.

1.63 "PIVOTAL CLINICAL TRIAL" shall mean an adequate and well-controlled

Clinical Trial designed to demonstrate efficacy of a Product intended to

form the basis of Filing an NDA .

1.64 "PHASE I CLINICAL TRIAL" shall mean a human clinical trial in any country

that would satisfy the requirements of 21 CFR 312.21(a).

1.65 "PHASE II CLINICAL TRIAL" shall mean a human clinical trial in any country

that would satisfy the requirements of 21 CFR 312.21(b).

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1.66 "PHASE III CLINICAL TRIAL" shall mean a human clinical trial in any

country that would satisfy the requirements of 21 CFR 312.21(c).

1.67 "PHASE IV CLINICAL TRIAL" shall mean a human clinical trial following the

approval of an NDA, including any human clinical trial in any country

consistent with the description set forth in 21 CFR 312.85.

1.68 "PRODRUG" shall mean a compound that, upon metabolism within the body, is

converted to DOV 21,947, DOV 216,303 or DOV 102,677, the in vivo

pharmacological activity of which substantially derives from the in vivo

presence of the DOV 21,947, DOV 216,303 or DOV 102,677, respectively, into

which the compound is converted.

1.69 "PRODUCT(S)" shall mean any pharmaceutical preparation in final form,

including without limitation any Combination Drug, containing Compound (i)

for sale by prescription, over-the-counter or any other method, or (ii)

for administration to human patients in a Clinical Trial.

1.70 "REGULATORY AUTHORITY" shall mean any applicable government regulatory

authority, including the FDA in the United States and the EMEA in the

European Union, involved in granting approvals for manufacturing and

marketing a Product in the United States, or for manufacturing, marketing,

reimbursement and/or pricing of a Product in any other country in the

Territory.

1.71 "RELATED PARTY" shall mean each of MERCK, its Affiliates, and their

respective sublicensees (which term does not include distributors to whom

MERCK sells, without restriction, Product or Compound), as applicable;

provided, however, that a manufacturer that is sublicensed by MERCK solely

for the purpose of manufacturing (and not for the purpose of developing,

marketing or selling) Compound or Product for MERCK and whose Patent

Rights are not Controlled by Merck shall not be deemed a "Related Party".

1.72 "SPECIALIST" shall mean a psychiatrist or neurologist, or such other

specialist medical or health care professional authorized to prescribe

Product under the laws of the jurisdiction in which such medical or health

care professional is practicing, to the extent that such psychiatrist,

neurologist or other specialist is approved by MERCK.

1.73 "SPECIALTY SALES REPRESENTATIVES" shall mean employees of DOV performing

the sales promotion of pharmaceutical products to Target Prescribers.

1.74 "SUCCESSFUL COMPLETION" of a Pivotal Clinical Trial shall mean the

achievement of a [***] and [***].

1.75 SYMMETRIC PROCESS" shall mean, (i) with regard to the manufacture of DOV

21,947, a process whereby a significant amount of DOV 102,677 is made, and

(ii) with regard to the manufacture of DOV 102,677, a process whereby a

significant amount of DOV 21,947 is made

1.76 "TARGET PRESCRIBER" shall mean a Specialist identified as a member of the

target audience to whom DOV shall direct a Detail as determined by MERCK

in its marketing plans for Product.

1.77 "TERRITORY" shall mean all of the countries in the world, and their

territories and possessions.

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1.78 "THIRD PARTY" shall mean an entity other than MERCK and its Related

Parties, and DOV and its Affiliates.

1.79 "VALID PATENT CLAIM" shall mean a claim of an issued patent included

within the DOV Patent Rights or Joint Patent Rights that claims the use or

composition of matter of Compound or Product, or a claim of an issued

patent included within the MERCK Patent Rights that claims a composition

of matter of Compound or Product, the term and statutory extensions, if

any, of which patent have not yet expired, which claim has not been

revoked or held unenforceable or invalid by a decision of a court or other

governmental agency of competent jurisdiction (which decision is not

appealable or has not been appealed within the time allowed for appeal),

and which claim has not been disclaimed, denied or admitted to be invalid

or unenforceable through reissue, re-examination or disclaimer or

otherwise.

1.80 "WYETH" shall mean Wyeth Holdings Corporation, a Maine corporation.

1.81 "WYETH AGREEMENT" shall mean the certain Amended and Restated License

Agreement between DOV and Wyeth, effective as of May 29, 1998, relating to

the license of DOV 216,303, as amended and restated on February 25, 2004.

2. COLLABORATION

2.1 DRUG DEVELOPMENT PLAN.

DOV and MERCK shall engage in the Collaboration upon the terms and

conditions set forth in this Agreement. The activities to be undertaken in the

course of the Collaboration shall be set forth in the Drug Development Plan set

forth as Schedule 2.1 and incorporated by reference herein. The Drug Development

Plan is subject to modification by MERCK, subject in all respects to and in

accordance with the terms and conditions of this Agreement. MERCK shall present

any modifications (and if timing permits proposed modifications) of the Drug

Development Plan to the Committee for review and discussion, and shall consider

in good faith DOV's input with regard to such modifications. The Drug

Development Plan shall include the preclinical development and pre-Marketing

Authorization Clinical Trials that MERCK plans to conduct, and shall include a

plan describing with specificity the Clinical Trials to be undertaken to achieve

the Development Milestones and Product Profile Milestones set forth in Sections

5.3 and 5.4, and the projected time frame for these Clinical Trials. For

avoidance of doubt, MERCK shall have the right to reasonably determine the

appropriate Clinical Trials to be performed to achieve Development Milestones

and Product Profile Milestones. Notwithstanding anything herein to the contrary,

the Drug Development Plan shall provide for conducting Clinical Trials the

successful outcome of which will result in the achievement of the milestones

provided for in Sections 5.3(a) and 5.4 of this Agreement, where the Clinical

Trials are adequately designed and powered to provide data that has both

statistical and clinical significance.

2.2 CONDUCT OF COLLABORATION.

2.2.1 MERCK shall be responsible for all formulation, preclinical development,

clinical development and regulatory work, and manufacturing of clinical

supplies pursuant to the Drug Development Plan. Merck shall use

Commercially Reasonable Efforts to perform the Drug Development Plan.

MERCK shall be responsible for all regulatory activities, both prior to

and after obtaining Marketing Authorization, including global safety

reporting. MERCK shall be entitled to utilize the services of Third

Parties to perform its Collaboration activities. To the extent MERCK

determines to use DOV as a Contract Research Organization ("CRO"), such

activities shall be pursuant to an agreement containing customary terms

and conditions and commercial terms negotiated in good faith between the

Parties. Pursuant to such an agreement, DOV shall use only Clinical Trial

facilities approved in advance by MERCK, and shall be entitled to utilize

the service of Third Parties to perform its activities as a CRO only upon

MERCK's prior written consent. Notwithstanding any such consent, each

Party shall remain at all times fully liable for its respective

responsibilities under the Collaboration.

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2.2.2 DOV and MERCK shall conduct any activities that either Party performs

pursuant to the Collaboration in compliance with all applicable laws,

rules and regulations, including, without limitation, Good Laboratory

Practice and Good Manufacturing Practice, to the extent applicable. It is

not contemplated that DOV shall use animals in performing its activities

under the Collaboration. Each Party hereby certifies that it has not

employed or otherwise used in any capacity, and will not employ or

otherwise use in any capacity, the services of any person debarred under

United States law, including but not limited to 21 U.S.C. ss. 335(a), in

performing any portion of the Collaboration.

2.3 JOINT DEVELOPMENT COMMITTEE. The Parties hereby establish a committee to

facilitate the Collaboration as follows:

2.3.1 COMPOSITION OF THE JOINT DEVELOPMENT COMMITTEE. The Collaboration shall be

conducted under the direction of a joint development committee (the

"Committee") comprised of three representatives of MERCK and three

representatives of DOV. Each Party may change its representatives to the

Committee from time to time, in its sole discretion, effective upon notice

to the other Party of such change. These representatives shall have

appropriate technical credentials, experience and knowledge, and ongoing

familiarity with the Collaboration. Additional representatives or

consultants may from time to time, by mutual consent of the Parties, be

invited to attend Committee meetings, subject to such representative's or

consultant's written agreement to comply with the requirements of Article

4. The Committee shall be chaired by a representative of MERCK, and MERCK

will have final decision making authority on all issues related to the

research, development, regulatory approval, manufacturing and

commercialization of Compounds and Products. DOV shall have a right to

review and provide comments on the Drug Development Plan, and in the event

DOV has a substantive dispute in regard to the Drug Development Plan, the

Parties' representatives may refer the issue in dispute to the appropriate

Executive Vice President, MERCK Research Laboratories, for MERCK and the

Chief Executive Officer for DOV. In the event that the appropriate

Executive Vice President of MERCK Research Laboratories or the Chief

Executive Officer of DOV requests, in writing within fifteen (15) business

days after the referral of the dispute to such parties, or within such

extended period agreed upon by such executives, such executives shall meet

in-person to attempt to resolve the dispute. If unresolved, the final

resolution and/or course of conduct shall be determined by MERCK's

President, MERCK Research Laboratories, in such executive's sole

discretion. Each Party shall bear its own expenses related to the

attendance of such meetings by its representatives. Each Party shall

provide Committee members with reasonable access during regular business

hours to all its records and documents that are related to the

Collaboration or to the development of the Product.

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2.3.2 MEETINGS. The Committee shall meet in accordance with a schedule

established by mutual written agreement of the Parties, but no less

frequently than once per Calendar Quarter, with the location for such

meetings alternating between DOV and MERCK facilities (or such other

location as may be determined by the Committee). Alternatively, the

Committee may meet by means of teleconference, videoconference or other

similar communications equipment. The Committee shall confer regarding the

status of the Collaboration, review relevant data and the progress of the

Drug Development Plan, consider and advise on any technical issues that

arise relating to the Collaboration that may be referred to, or invited

for referral by, the Committee. MERCK will provide DOV with copies of any

minutes taken of Committee meetings.

2.4 EXCHANGE OF INFORMATION. DOV shall transfer copies of all documents and

materials Controlled by DOV or DOV's Controlled Affiliates embodying the DOV

Know-How and the subject matter of the DOV Patent Rights to MERCK within thirty

(30) days after the Closing Date of this Agreement (the "Initial Transition

Period") and provide MERCK reasonable technical support from DOV technical and

scientific personnel during this the Initial Transition Period relating to the

use of such DOV Know-How and the practice of such DOV Patent Rights, solely to

the extent permitted under the licenses granted to MERCK herein. Following the

Initial Transition Period, from time to time upon MERCK's reasonable request,

DOV shall provide reasonable technical support from DOV technical and scientific

personnel, relating to the use of DOV Know-How and the practice of DOV Patent

Rights, solely to the extent permitted under the licenses granted to MERCK

herein. In furtherance of the foregoing, DOV shall cooperate with MERCK, and

shall cause its Controlled Affiliates and Third Party manufacturers to cooperate

with MERCK, in order to accomplish an orderly transition of manufacturing

technology for Compound to MERCK.

2.5 RECORDS AND REPORTS.

2.5.1 DOV RECORDS. If DOV is utilized as a CRO, DOV shall maintain records, in

sufficient detail and in good scientific manner appropriate for patent and

regulatory purposes, which shall fully and properly reflect all work done

and results achieved in the performance of the Collaboration by DOV.

2.5.2 COPIES AND INSPECTION OF RECORDS. MERCK shall have the right, during

normal business hours and upon reasonable notice, to inspect and copy all

such records of DOV referred to in Section 2.5.1. MERCK shall maintain

such records and the information disclosed therein in confidence in

accordance with Section 4.1. MERCK shall have the right to arrange for its

employees and/or consultants involved in the activities contemplated

hereunder to visit the offices and laboratories of DOV and any of its

Third Party contractors as permitted under Section 2.2 during normal

business hours and upon reasonable notice, to discuss the Collaboration

work and its results in detail with the technical personnel and any

permitted Third Party contractors of DOV. Upon request, DOV shall provide

copies of the records described in Section 2.5.1.

2.5.3 QUARTERLY REPORTS. The Parties shall each prepare a written report, which

shall be delivered to the other Party at least fifteen (15) days prior to

each quarterly meeting of the Committee, which report shall inform the

Committee of the work performed to date on the Collaboration, evaluate the

work performed in relation to the goals of the Collaboration and provide

such other information as may be reasonably requested by the Committee (a

"Collaboration Quarterly Report"). The MERCK Collaboration Quarterly

Report shall include Information in sufficient detail that performance by

MERCK of the Drug Development Plan and progress achieved in performing the

Drug Development Plan may be ascertained.

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2.5.4 LDRC AND EDRC REPORTS. Only to the extent applicable to Compounds and

Products, during the Collaboration Term, MERCK shall provide to DOV

progress reports provided in accordance with MERCK's regular business

practices to MERCK's Early Development Review Committee ("EDRC") and Late

Development Review Committee ("LDRC"), or the respective successors to

such committees, in order to keep DOV informed of the progress of the

conduct of activities under the Collaboration and the development of the

Compounds and Products.

2.6 INFORMATION AND INVENTIONS. The entire right, title and interest in:

(a) DOV Information and Inventions shall be owned solely by DOV;

(b) MERCK Information and Inventions shall be owned solely by MERCK; and

MERCK. Each of the Parties, as owners of a joint and undivided

interest in the Joint Information and Inventions and Joint Patent

Rights, shall have the right to exploit and to grant licenses in and

to such Joint Information and Inventions and/or Joint Patent Rights,

without an accounting or obligation to, or other consent required

from, the other Party, unless otherwise specified in this Agreement.

Each Party further agrees to execute such documents as the other

Party may reasonably require to give effect to the intent of this

Section 2.6(c). For avoidance of doubt, this Section 2.6(c) shall

not supersede the licenses and other rights granted pursuant to

Article 3.

Each Party shall promptly disclose to the other Party, in writing, the

development, making, conception or reduction to practice of Joint

Information and Inventions or, respectively, DOV Information and

Inventions and MERCK Information and Inventions.

2.7 COLLABORATION TERM AND TERMINATION. Except as otherwise provided herein, the

term of the Collaboration shall commence on the Closing Date and continue until

approval of the NDA by the FDA for the first Product.

2.8 DEVELOPMENT REPORTS FOLLOWING TERMINATION OF COLLABORATION. Notwithstanding

any other provision of this Agreement, following the termination of the

Collaboration, MERCK shall provide a development report to DOV upon DOV's

request no more frequently than semianually, which report shall include (i) an

update describing the development efforts of MERCK and its Controlled Affiliates

pertaining to the Compound and the Product, and (ii) a description of clinical

studies commenced to achieve Development Milestones or Product Profile

Milestones as described in Section 5.3 or Section 5.4, respectively.

3. LICENSE; EXCHANGE OF INFORMATION; DEVELOPMENT AND COMMERCIALIZATION

3.1 LICENSE GRANT.

3.1.1 DOV hereby grants to MERCK an exclusive license (even as to DOV, except as

set forth in Section 3.1.2 below) in the Territory under DOV Patent

Rights, DOV's and its Controlled Affiliates' rights in Joint Patent

Rights, and DOV Know-How, with a right to sublicense, to make, have made,

use, offer to sell, sell or import Compound(s) and Product(s) in the

Field. For the avoidance of doubt, DOV reserves all rights not expressly

licensed to MERCK under this Agreement (e.g., DOV reserves the right to

make, use, sell, offer to sell and import DOV 216,303 outside of the

Field).

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3.1.2 DOV hereby retains the right in the Territory under DOV Patent Rights and

DOV Know-How, to make or have made DOV 21,947 for the purposes of (i)

making, having made, using, offering for sale, selling or importing DOV

102,677 and/or any pharmaceutical preparation or preparations containing

DOV 102,667 and (ii) conforming to any then-applicable requirements of a

Regulatory Authority, provided that DOV may not use DOV 21,947 for any

other purposes or provide DOV 21,947 to any other person other than for

the purpose of having DOV 102,677 made, and any DOV 21,947 in DOV's or any

of its Controlled Affiliates' or any Third Party's possession after

completion of the process of making DOV 102,677 shall be promptly

destroyed.

3.2. NON-EXCLUSIVE LICENSE GRANTS.

3.2.1 In the event that the making, having made, use, offer for sale, sale or

import by MERCK, or MERCK's Related Parties, of Compound(s) or Product(s)

in the Field would infringe during the term of this Agreement a claim of

an issued patent Controlled by DOV or its Controlled Affiliates and which

patent is not covered by the grant in Section 3.1, DOV hereby grants to

MERCK, to the extent DOV is legally able to do so, a non-exclusive,

sublicensable, royalty-free license in the Territory under any such issued

patent for MERCK and MERCK's Related Parties to make, have made, use,

sell, offer for sale or import Compound(s) and Product(s) in the

Territory.

3.2.2 DOV hereby grants to MERCK a non-sublicenseable, non-exclusive license to

use DOV 102,677 for the purpose of developing an assay relating to DOV

21,947 that quantifies the level, if any, of DOV 102,677 present in DOV

21,947 in vitro or in vivo.

3.2.3 MERCK hereby grants to DOV a non-sublicenseable, non-exclusive license to

use DOV 21,947 for the purpose of developing an assay relating to DOV

102,677 that quantifies the level, if any, of DOV 21,947 present in DOV

102,677 in vitro or in vivo.

3.3. SUBLICENSES.

3.3.1 MERCK may grant written sublicenses of the licenses granted it under

Sections 3.1 and 3.2 above (each, a "Sublicense Agreement"), provided,

however, that no sublicense granted under this Agreement shall be valid

unless each sublicensee (a "MERCK Sublicensee") agrees in writing in such

Sublicense Agreement:

(i) to exercise its rights under the sublicense in accordance with the

applicable terms of this Agreement;

(ii) to maintain records that Merck would be required to retain under

this Agreement and to permit auditors of DOV to inspect such records

on the same basis as such records could be inspected if retained by

MERCK;

(iii) to, in the event of a Bankruptcy Event affecting MERCK, (a) transfer

to DOV any MERCK Termination Know-How to which such MERCK

Sublicensee has access no later than 60 days after the effective

date of such Bankruptcy Event, (b) transfer to DOV any Information

or Joint Information and Inventions to which such MERCK Sublicensee

has access and that is necessary or useful to the prosecution of DOV

Patent Rights or Joint Patent Rights no less than 30 days before any

application deadline applicable to any DOV Patent Right or Joint

Patent Right; (c) transfer to DOV title to or sponsorship of any

IND, NDA or other regulatory filing held in the name of such MERCK

Sublicensee pertaining to the Compound or the Product, or if such

transfer is not legally permissible or such items do not relate

solely to Compound

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or Product, to grant DOV the right, with right to sublicense, to

access, use and cross-reference such data, filings and approvals

from Regulatory Authorities, which right shall be exclusive

(including as to the MERCK Sublicensee) with respect to Compound or

Product; and (d) provide to DOV reasonable technical support from

technical and scientific personnel to effect the complete transfer

of MERCK Termination Know-How to which such MERCK Sublicensee has

access, including Information necessary for the use of any MERCK

Termination Know-How and the practice of any MERCK Patent Rights and

Joint Patent Rights in relation to Compound or Product; and (e)

provide that all of the provisions of the foregoing clauses (a)

through (d) shall survive any termination of the applicable

Sublicense Agreement;

(iv) to observe all other applicable terms of this Agreement; and

(v) that (a) DOV shall be a third party beneficiary under the applicable

Sublicense Agreement solely for purposes of enforcing its rights in

the event of a Bankruptcy Event affecting MERCK; and (b) that in

such a Bankruptcy Event, if the Sublicense Agreement by MERCK is

rejected and the MERCK Sublicensee does not elect to treat the

Sublicense Agreement as terminated, then the MERCK Sublicensee

shall, at DOV's option, enter into a license agreement with DOV on

the same terms and conditions as the applicable Sublicense

Agreement.

3.3.2 (a) Contemporaneously with the execution of a Sublicensee Agreement, MERCK

shall obtain from each MERCK Sublicensee a written acknowledgement (the

"Sublicensee Acknowledgement") stating that the Sublicense Agreement

executed between such MERCK Sublicensee and MERCK contains those

provisions required by Section 3.3.1 of this Agreement. During the first

twelve months following the Closing Date, MERCK shall promptly provide DOV

with a copy of each Sublicense Acknowledgement. Thereafter, MERCK will

provide DOV with copies of any additional Sublicense Acknowledgements upon

request, but no more frequently than once per year.

(b) MERCK shall maintain a list of MERCK Sublicensees and a general

description of the subject matter of each Sublicense Agreement (the

"Sublicensee List"). During the first twelve months following the

Execution Date, the Sublicensee List shall be updated contemporaneously

upon the execution of each Sublicense Agreement and provided promptly to

DOV following the execution of each Sublicense Agreement. Thereafter,

MERCK will provide DOV with a copy of the updated Sublicensee List upon

request, but no more frequently than once per year. .

3.3.3 MERCK unconditionally guarantees the performance of all MERCK Sublicensees

in accordance with the terms of this Agreement, and MERCK shall be

responsible for enforcing the provisions of any sublicense agreement to

ensure that the MERCK Sublicensees do not breach the terms of this

Agreement.

3.3.4 In the event of a Bankruptcy Event affecting MERCK, any and all Sublicense

Agreements shall immediately terminate.

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3.4. RIGHT OF FIRST REFUSAL FOR DOV 102,677.

3.4.1.RIGHT OF FIRST REFUSAL. In the event that DOV desires to commercialize DOV

102,677 or a Product containing it for the treatment and/or prevention of

depression and/or anxiety in humans and/or animals, MERCK will have a

right of first refusal with regard to obtaining exclusive rights to such

commercialization. In such a circumstance, DOV shall present a good faith

offer for the commercialization rights for DOV 102,677. Thereafter, after

a sixty (60) day period of good faith negotiation, if it is reasonably

apparent that the Parties are unable to reach agreement with regard to the

terms and conditions under which MERCK may obtain exclusive rights to

commercialize DOV 102,677 for the treatment and/or prevention of

depression and/or anxiety in humans and/or animals, then DOV shall be free

to commercialize DOV 102,677 itself or to negotiate with Third Parties

with respect to the commercialization of DOV 102,677 through a

collaboration or by such Third Party, provided, however, that

prior to entering into an agreement granting rights to a Third Party for

commercializing DOV 102,677 for lesser compensation than DOV's last offer

to MERCK, DOV shall offer the compensation and other relevant material

terms to MERCK in writing. If MERCK does not accept such compensation and

other relevant material in writing within thirty (30) days, it will be

deemed to have waived its rights.

3.5. NO IMPLIED LICENSES. Except as specifically set forth in this Agreement,

neither Party shall acquire any license or other intellectual property

interest, by implication or otherwise, in any Information disclosed to it

under this Agreement or under any patents or patent applications

Controlled by the other Party or its Controlled Affiliates.

3.6. DEVELOPMENT AND COMMERCIALIZATION.

MERCK shall use Commercially Reasonable Efforts to develop and

commercialize a Product containing at least one of the Compounds at its own

expense. For avoidance of doubt, a temporary suspension, not to exceed six

months, of the development or commercialization of a Product due to MERCK's

reasonable determination that the Product is materially unsafe for use in humans

shall not cause MERCK to be in breach of this Section 3.6. For the avoidance of

doubt, in the event of any such suspension, the provisions of Article 10 shall

apply.

3.7. OPTION FOR DOV TO CO-PROMOTE PRODUCTS IN UNITED STATES.

3.7.1.MERCK hereby grants DOV an option to co-promote the Product in the United

States only (the "Co-promotion Option") by Detailing Product to

Specialists designated by MERCK as Target Prescribers, subject to the

provisions of this Section 3.7, and conditioned on DOV and MERCK entering

into a Co-Promotion Agreement on terms and conditions consistent with

Schedule 3.7.

3.7.2.MERCK shall determine the Launch Date of the Product, and shall keep DOV

apprised at quarterly Committee meetings of any changes in the projected

Launch Date for the Product, so that DOV has reasonable notice of the

projected Launch Date. DOV will notify MERCK in writing of its intent to

exercise the Co-Promotion Option twenty-four (24) months prior to the

projected Launch Date as communicated by MERCK (the "Exercise Date"). If

DOV chooses to exercise the Co-Promotion Option, MERCK and DOV will enter

into a Co-Promotion Agreement consistent with the terms and conditions set

forth in Schedule 3.7 no later than eighteen (18) months before the Launch

Date.

3.7.3.If DOV exercises the Co-Promotion Option, DOV shall be required to

commence Detailing on the Launch Date for the Product, and shall be

required to deploy a sufficient number of Specialty

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*** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO THIS MATERIAL.

Sales Representatives as determined by MERCK, based on the reach and

frequency of Detailing that MERCK determines is desirable to the Target

Prescribers. For avoidance of doubt, DOV shall be required to deploy a

minimum of [***] and, unless otherwise agreed upon in writing, a maximum

of [***] Specialty Sales Representatives, with the specific number of such

Specialty Sales Representatives to be determined by MERCK based on the

desired reach and frequency of Detailing to Target Prescribers, and

communicated by MERCK to DOV at least sixty (60) days before the Exercise

Date. In the event that DOV has an existing sales force that is detailing

a DOV product to the same Target Prescribers and employs more

representatives than the required number of Specialty Sales

Representatives as determined by MERCK, MERCK shall consider in good faith

utilizing such existing DOV sales force. Compensation in any event shall

be as described in Paragraph 2(e) of Schedule 3.7.

3.7.4. The Co-Promotion Option shall lapse if:

(a) DOV does not notify MERCK in writing of its intent to exercise the

Co-Promotion Option by the Exercise Date; or

(b) DOV cannot provide the number of Specialty Sales Representatives

provided for in Section 3.7.3, unless otherwise agreed to by the

Parties; or

3.8. SUPPLY BY MERCK TO DOV OF MOTHER LIQUOR CONTAINING DOV 102, 677.

3.8.1.In the event that MERCK develops an Asymmetric Process for the

manufacture of DOV 21,947, MERCK shall have no obligation to supply to DOV

Mother Liquor containing DOV 102,677. In the event that MERCK manufactures

DOV 21,947 using a Symmetric Process, MERCK shall, upon DOV's request and

subject to the terms and conditions of this Section 3.8, supply to DOV

such quantities of the Mother Liquor containing DOV 102,677 that are

obtained by MERCK and its Controlled Affiliates in the course of such

manufacturing process (except such small quantities of Mother Liquor

needed by MERCK for development of assays, analytical methods and other

similar purposes).

3.8.2.Any quantities of such Mother Liquor supplied by MERCK shall be supplied

"where is" and "as is", with no warranty as to the quality of the Mother

Liquor or its fitness for use for any purpose. Title and risk of loss

shall shift to DOV upon delivery by MERCK at MERCK's site of manufacture.

DOV shall develop appropriate packaging and labeling for such Mother

Liquor, and provide such packaging and labeling to MERCK.

3.8.3.DOV shall pay for any transportation or insurance costs associated with

the delivery of such quantities of Mother Liquor, and shall reimburse

MERCK for out of pocket costs incurred by MERCK in the recovery, storage,

packaging and labeling of such Mother Liquor.

3.8.4.DOV shall have reasonable access to MERCK's and MERCK's Controlled

Affiliates' data in order to support its submissions to Regulatory

Authorities relating to DOV 102,677; provided, however, that such access

shall be limited to employees of DOV, and shall not be extended to

consultants, partners, agents, licensees or other Third Parties, other

than those consultants or independent Third Parties involved with the

analysis of studies being conducted or data being collected for the

purpose of gaining Marketing Authorization, or involved with the

preparation or submission of materials to Regulatory Authorities; and

provided, further that MERCK shall be reimbursed for its and its

Controlled Affiliates' fully allocated costs for supporting such

submissions to Regulatory Authorities.

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3.8.5.Any obligation of MERCK or its Controlled Affiliates under this Section

3.8 to supply Mother Liquor to DOV shall immediately cease upon any Change

of Control in which a Major Pharma Entity (as defined in Section 12.2)

obtains control of DOV by acquiring DOV's assets or voting equity

securities (by asset purchase, merger, consolidation, reorganization or

otherwise), or upon the granting by DOV to any Third Party of any license,

promotion rights, distribution rights or other rights relating to DOV

102,677.

3.9. ASYMMETRIC TECHNOLOGY. (a) In the event that MERCK develops an Asymmetric

Process for manufacture of DOV 21,947, MERCK shall so notify DOV. MERCK

shall thereafter, upon DOV's request, provide technical information

necessary to permit DOV to manufacture DOV 102,677 using such Asymmetric

Process ("MERCK Asymmetric Technology"). To the extent DOV utilizes such

MERCK Asymmetric Technology, and to the extent that the use of the MERCK

Asymmetric Technology in the making or having made of DOV 102,677 would

infringe during the term of this Agreement a claim of an issued patent

Controlled by MERCK or its Controlled Affiliates, MERCK hereby grants to

DOV, to the extent MERCK or its Controlled Affiliates are legally able to

do so, a non-exclusive, fully paid-up, sublicensable, royalty-free license

in the Territory under the MERCK Asymmetric Technology and any such issued

patent for DOV, DOV's Controlled Affiliates and its and their sublicensees

to make or have made DOV 102,677 in the Territory.

(b) In the event that DOV develops an Asymmetric Process for manufacture

of DOV 102,677, DOV shall so notify MERCK. DOV shall thereafter, upon MERCK's

request, provide technical information necessary to permit MERCK to manufacture

DOV 21,947 using such Asymmetric Process ("DOV Asymmetric Technology"). To the

extent MERCK or its Controlled Affiliates utilizes such DOV Asymmetric

Technology, and to the extent that the use of the DOV Asymmetric Technology in

the making or having made of DOV 21,947 would infringe during the term of this

Agreement a claim of an issued patent Controlled by DOV or its Controlled

Affiliates, DOV hereby grants to MERCK, to the extent DOV or its Controlled

Affiliates are legally able to do so, a non-exclusive, fully paid-up,

sublicensable, royalty-free license in the Territory under the DOV Asymmetric

Technology and any such issued pate

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