<Page>
As filed with the Securities and Exchange Commission February 6, 2002
REGISTRATION STATEMENT NO. 333-81484
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
DOV PHARMACEUTICAL, INC.
(Exact Name of Registrant as Specified in its Charter)
<Table>
DELAWARE 2834 22-3374365
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
</Table>
------------------------------
CONTINENTAL PLAZA
433 HACKENSACK AVENUE
HACKENSACK, NEW JERSEY 07601
(201) 968-0980
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
------------------------------
ARNOLD S. LIPPA, PH.D.
CHIEF EXECUTIVE OFFICER
DOV PHARMACEUTICAL, INC.
CONTINENTAL PLAZA
433 HACKENSACK AVENUE
HACKENSACK, NEW JERSEY 07601
(201) 968-0980
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
<Table>
STUART M. CABLE, P.C. ALEXANDER D. LYNCH, ESQ.
ANDREW F. VILES, P.C. NICOLE W. SEEVERS, ESQ.
J. ROBERT HORTON, ESQ. WILSON SONSINI GOODRICH & ROSATI
GOODWIN PROCTER LLP PROFESSIONAL CORPORATION
599 LEXINGTON AVE. 12 EAST 49TH STREET, 30TH FLOOR
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10017
(212) 813-8800 (212) 999-5800
</Table>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / / _______
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / _______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _______
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / / _______
------------------------------
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REGISTRANT FILES A FURTHER
AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES
ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE SEC, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<Page>
EXPLANATORY NOTE
Registrant has prepared this Amendment No. 1 for the purpose of filing with
the Securities and Exchange Commission certain exhibits to the Registration
Statement. Amendment No. 1 does not modify any provision of the prospectus
included in the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses payable by us in
connection with this offering (excluding underwriting discounts and
commissions):
<Table>
<Caption>
NATURE OF EXPENSE AMOUNT
- ----------------- ----------
SEC registration fee........................................ $ 7,935
NASD filing fee............................................. 9,125
Nasdaq National Market listing fee.......................... *
Accounting fees and expenses................................ *
Legal fees and expenses..................................... *
Printing expenses........................................... *
Blue sky qualification fees and expenses.................... *
Transfer Agent's fee........................................ *
Miscellaneous............................................... *
----------
Total................................................... $ *
==========
</Table>
The amounts set forth above, except for the Securities and Exchange Commission,
National Association of Securities Dealers, Inc. and Nasdaq National Market
fees, are in each case estimated.
- ------------------------
* To be completed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In accordance with Section 145 of the Delaware General Corporation Law,
Article IX of our certificate of incorporation provides that none of our
directors will be personally liable to us or our stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(1) for any breach of the director's duty of loyalty to us or our stockholders,
(2) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (3) with regard to unlawful dividend
payments, stock repurchases or redemptions, or (4) for any transaction from
which the director derived any improper personal benefit.
Article V of our by-laws provides for our indemnification for our past or
present directors, officers, and members of our scientific advisory board
against expenses, judgments, penalties, fines and amounts reasonably paid in
settlement incurred in connection with any threatened, pending or completed
legal proceeding in which any such person is involved by reason of the fact that
such person is or was a director or officer or member of our scientific advisory
board if such person acted in good faith and in a manner that such person
reasonably believed to be in or not opposed to our best interests, and with
respect to any criminal proceeding, if such person had no reasonable cause to
believe his or her conduct was unlawful. Such person shall also be indemnified
in connection with a legal proceeding initiated by such person only if the legal
proceeding was authorized by our board of directors, unless such legal
proceeding was brought to enforce such person's rights to indemnification or, in
the case of our directors, advancement of certain expenses in accordance with
our by-laws. Article V of our by-laws
1
<Page>
also provides, at the discretion of our board, similar indemnification for past
or present employees or agents who have not served as a director or officer. The
by-laws allow us to maintain insurance, at our expense, to protect us or any of
the parties mentioned in this section against liability of any character
asserted against or incurred by us or any of the parties mentioned in this
section, whether or not we would have the power to indemnify such person against
such liability under the Delaware General Corporation Law or the provisions of
Article V of the by-laws.
Any amendment to or repeal of these provisions will not eliminate or reduce
the effect of these provisions in respect of any acts or omissions occurring
prior to such amendment or repeal. If the Delaware General Corporation Law is
amended to provide for further limitations on the personal liability of
directors of corporations, then the personal liability of our directors will be
further limited to the greatest extent permitted by the Delaware General
Corporation Law.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below in reverse chronological order is information regarding the
number of shares of capital stock, options and warrants issued by us since 1999.
Also included is the consideration if any received by us for the securities.
There was no public offering in any such transaction and we believe that
each transaction was exempt from the registration requirements of the Securities
Act of 1933 by reason of Regulation D and Section 4(2) of the 1933 Act, based on
the private nature of the transactions and the financial sophistication of the
purchasers, all of whom had access to complete information concerning us and
acquired the securities for investment and not with a view to the distribution
thereof. In addition, we believe that the transactions described below with
respect to the issuance of option grants to our employees and directors and
exercise of such options were exempt from registration requirements of the 1933
Act by reason of Section 4(2) or Rule 701 promulgated thereunder.
(a) ISSUANCE OF COMMON STOCK
(i) On January 3, 2001, we issued 7,500 shares of our common stock to an
employee upon the exercise of stock options at an exercise price of
$31,250.
(ii) From December 1999 to September 2000 we issued 10,000 shares of our
common stock to a consultant as compensation for services rendered.
(iii) On January 21, 1999 we issued 99,547 shares of our common stock to the
holders of our series A convertible preferred shares upon conversion
thereof, representing a per share price of $4.42, equaling an aggregate
price of $440,000.
(iv) On January 21, 1999 we issued 324,090 shares of our common stock for an
aggregate purchase price of $1,432,078.
(b) ISSUANCE OF PREFERRED STOCK. The series C and D convertible preferred stock
listed in this section will automatically convert upon completion of this
offering. The conversion price per share for common shares underlying the
series B, C and D preferred stock is $4.42, $4.04 and $10, respectively.
(i) On October 15, 2001, we issued 120,000 shares of our series D
convertible preferred for an aggregate purchase price of $1,200,000.
(ii) On August 30, 2001, we issued 920,000 shares of our series D
convertible preferred stock for an aggregate purchase price of
$9,200,000.
(iii) On June 20, 2000, we issued 500,000 shares of our series C convertible
preferred stock for an aggregate purchase price of $2,020,000.
2
<Page>
(iv) On May 31, 2000, we issued 1,250,000 shares of our series C convertible
preferred stock for an aggregate purchase price of $5,050,000.
(v) On January 21, 1999 we issued 354,643 shares of our series B convertible
preferred stock for an aggregate purchase price of $1,567,522.
(c) ISSUANCE OF STOCK OPTIONS
(i) As of December 31, 2001, options to purchase 554,000 shares of common
stock were outstanding under our 2000 Stock Option and Grant Plan, of
which options to purchase 10,288 shares are exercisable within 60 days
of such date. All such options were granted between October 2000 and
November 2001 to officers, directors and employees.
(ii) As of December 31, 2001, options to purchase 698,000 shares of common
stock were outstanding under our 1998 Stock Option Plan, all of which
are exercisable within 60 days of such date. All such options were
granted between December 1998 and August 2000 to our officers,
directors, consultants and advisers. No future grants of stock options
can be made under the 1998 Stock Option Plan.
(iii) On January 19, 2001, we issued 250,000 options to purchase common stock
to an employee.
(d) ISSUANCE OF WARRANTS
(i) On October 15, 2001, we issued warrants to purchase 3,600 shares of our
common stock at an initial exercise price of $10 per share to financial
advisors in exchange for services rendered.
(ii) On August 30, 2001, we issued warrants to purchase 37,600 shares of our
common stock at an initial exercise price of $10 per share to financial
advisors in exchange for services rendered.
(iii) On June 20, 2000, we issued warrants to purchase an aggregate of
131,250 shares of our common stock at an initial exercise price of
$4.04 per share to a financial advisor for services rendered.
(iv) On January 17, 2000, we issued warrants to purchase 25,000 shares of
our common stock at an initial exercise price of $4.00 per share to a
consultant in connection with advisory and financial consulting
services.
(v) On January 21, 1999 we issued warrants to purchase an aggregate of
67,873 shares of our common stock at an initial exercise price of $4.42
per share to a financial advisor for services rendered.
(vi) On January 21, 1999 we issued warrants to purchase 75,000 shares of our
common stock at an initial exercise price of $5.52 per share to Elan
International Services, Ltd., in connection with a private offering
contemporaneous with the joint venture agreement.
(e) ISSUANCE OF NOTES
(i) On January 21, 1999, we issued a convertible exchangeable promissory
note to Elan International Services, Ltd. in the principal amount of
$8,010,000, in connection with establishing a joint venture with Elan
International Services, Ltd. The note can be converted, together with
accrued interest thereon, into that number of shares of our common stock
equal to the sum of the principal amount of the note plus the interest
accrued thereon divided by the conversion rate of $6.44. Alternatively,
Elan International Services, Ltd. can exchange the outstanding principal
balance of the note for that number of shares of DOV Bermuda, Ltd., the
joint venture entity, that will increase its equity shares in DOV
Bermuda, Ltd. from 19.9% to 50%. The convertible exchangeable promissory
note may not be prepaid without the consent of Elan International, Ltd.
As of December 31, 2001, the outstanding principal balance and accrued
unpaid interest on the note was approximately $9.8 million.
3
<Page>
(ii) On January 21, 1999 we issued a convertible promissory note to Elan
International Services, Ltd. in connection with establishing a line of
credit to finance our joint venture with Elan International
Services, Ltd. The note can be converted, together with accrued
interest thereon, into that number of shares of our common stock equal
to the sum of the amount that is outstanding under the line of credit
plus interest accrued thereon on drawdowns divided by the conversion
rate of $5.52. The convertible promissory note may not be prepaid
without the consent of Elan International Services, Ltd. As of
December 31, 2001, the outstanding principal balance and accrued unpaid
interest on the line of credit was approximately $3.0 million.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBIT INDEX. The following is a complete list of exhibits filed or
incorporated by reference as part of this Registration Statement.
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------
1.1 Form of Underwriting Agreement.*
3.1 Second Amended and Restated Certificate of Incorporation of
Registrant.(#)
3.2 Form of Third Amended and Restated Certificate of
Incorporation of Registrant.*
3.3 By-Laws of Registrant.(#)
3.4 Form of Amended and Restated By-laws of Registrant.*
4.1 See Exhibits 3.1 and 3.3 for provisions of Second Amended
and Restated Certificate of Incorporation and By-laws of the
Registrant defining rights of the holders of Common Stock of
Registrant.
4.2 Specimen certificate for shares of Common Stock, $0.0001 par
value, of Registrant.*
5.1 Opinion of Goodwin Procter LLP as to the legality of
securities offered.*
10.1 Lease Agreement dated as of May 24, 1999, by and between
Continental Investors, L.P. and Registrant for commercial
premises located at 433 Hackensack Avenue, Hackensack, New
Jersey.(#)
10.2 License Agreement dated as of May 29, 1998, by and between
Registrant and American Cyanamid Company.(!)
10.3 Sublicense and Development Agreement dated as of June 30,
1998, by and between Registrant and Neurocrine
Biosciences, Inc.+
10.4 License, Research and Development Agreement dated as of
January 12, 2001, by and between Registrant and Biovail
Laboratories Incorporated.(!)
10.5 Guaranty dated as of January 12, 2001, by Biovail
Corporation in favor of Registrant.(#)
10.6 Securities Purchase Agreement dated as of January 21, 1999,
by and between Registrant and Elan International
Services.(#)
10.7 Joint Development and Operating Agreement dated as of
January 21, 1999, by and among Registrant, Elan Corporation,
plc, Elan International Services, Ltd., DOV Bermuda, Ltd.
(formerly known as DOV Newco, Ltd.), and Nascime Limited.(!)
10.8 Letter Agreement dated as of January 21, 1999, by and among
Registrant, Elan Corporation, plc, Elan International
Services, Ltd., DOV Bermuda, Ltd. (formerly known as DOV
Newco, Ltd.), and Nascime Limited signed in connection with
the Joint Development and Operating Agreement referred to in
10.7.(#)
10.9 License Agreement dated as of January 20, 1999, by and
between Registrant and Nascime Limited.(!)
</Table>
4
<Page>
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------
10.10 License Agreement dated as of January 20, 1999, by and
between Nascime Limited and Elan Corporation, plc.(!)
10.11 Convertible Exchangeable Promissory Note of Registrant
issued to Elan International Services, Ltd.(#)
10.12 Convertible Promissory Note of Registrant issued to Elan
International Services, Ltd.(#)
10.13 Registration Rights Agreement dated as of January 21, 1999,
by and between Registrant and Elan International
Services, Ltd. for shares of common stock received pursuant
to the Securities Purchase Agreement referred to in 10.6.(#)
10.14 Registration Rights Agreement dated as of January 21, 1999,
by and among Registrant, DOV Bermuda, Ltd. (formerly known
as DOV Newco, Ltd.), and Elan International Services, Ltd.
for shares of common stock received pursuant to the Joint
Development and Operating Agreement referred to in 10.7.(#)
10.15 Preferred Stock Purchase Agreement dated as of June 20,
2000, by and among Registrant and Series C Investors.(#)
10.16 Registration Rights Agreement dated as of June 20, 2000, by
and between Registrant and Series C Investors.(#)
10.17 Stock Purchase Agreement dated as of August 30, 2001, by and
among Registrant and Series D Investors.(#)
10.18 Amended and Restated Stockholders Agreement dated as of
August 30, 2001 by and among Registrant, Arnold Lippa,
Bernard Beer, Series C Investors and Series D Investors.(#)
10.19 Registration Rights Agreement dated as of August 30, 2001 by
and among Registrant, Series C Investors and Series D
Investors.(#)
10.20 Form of Warrant Agreement.(#)
10.21 1998 Stock Option Plan.(#)
10.22 2000 Stock Option and Grant Plan.(#)
10.23 Stock Option Agreement dated as of July 10, 2000 between
Registrant and Philip Skolnick for the grant of 250,000
stock options.*
10.24 Employment Agreement dated as of December 10, 1998, between
Registrant and Arnold Lippa.(#)
10.25 Extension of Employment Agreement dated as of December 10,
2001, between Registrant and Arnold Lippa.*
10.26 Employment Agreement dated as of December 10, 1998, between
Registrant and Bernard Beer.(#)
10.27 Extension of Employment Agreement dated as of December 10,
2001, between Registrant and Bernard Beer.*
10.28 Employment Agreement dated as of July 10, 2000, between
Registrant and Philip Skolnick.(#)
10.29 Employment Agreement dated as of July 1, 1999, and amended
by that certain Letter Agreement dated January 23, 2002,
between Registrant and Stephen Petti.*
10.30 Employment Agreement dated as of July 12, 1999, and amended
by that certain Leter Agreement dated Janury 23, 2002,
between Registrant and Paul Schiffrin.*
21.1 Subsidiaries of Registrant.(#)
23.1 Consent of Goodwin Procter LLP (included in
Exhibit 5.1).(#)
23.2 Consent of PricewaterhouseCoopers LLP.(#)
</Table>
5
<Page>
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------
23.3 Consent of PricewaterhouseCoopers.(#)
24.1 Power of Attorney (see Signature Page).
</Table>
(b) Financial Statement Schedules
All schedules have been omitted because they are not required or because the
required information is given in the financial statements or the notes to those
statements.
- ------------------------
+ Incorporated by reference to Exhibit 10.3 to Neurocrine's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 14,
1998.
* To be filed by amendment.
(!) Confidential treatment requested.
(#) Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.
6
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement (File
No. 333-81484) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hackensack, New Jersey, on February 6, 2002.
<Table>
DOV PHARMACEUTICAL, INC.
By: /s/ ARNOLD S. LIPPA
-----------------------------------------
Arnold S. Lippa
CHIEF EXECUTIVE OFFICER
</Table>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Arnold S. Lippa and Bernard Beer such
person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement (or to any
other registration statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act), and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that any said attorney-in-fact and agent, or any
substitute or substitutes of any of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------- -----------------
/s/ ARNOLD S. LIPPA Chief Executive Officer and Director
--------------------------------- (Principal Executive Officer) February 6, 2002
Arnold S. Lippa
/s/ BERNARD BEER
--------------------------------- President and Director February 6, 2002
Bernard Beer
* Chief Financial Officer
--------------------------------- (Principal Financial and Accounting February 6, 2002
Barbara G. Duncan Officer)
*
--------------------------------- Director February 6, 2002
Patrick Ashe
*
--------------------------------- Director February 6, 2002
Zola Horovitz
*
--------------------------------- Director February 6, 2002
Mark Lampert
</Table>
<Table>
*By: /s/ ARNOLD S. LIPPA
----------------------------
Arnold S. Lippa
ATTORNEY-IN-FACT
</Table>
7
<Page>
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------
1.1 Form of Underwriting Agreement.*
3.1 Second Amended and Restated Certificate of Incorporation of
Registrant.(#)
3.2 Form of Third Amended and Restated Certificate of
Incorporation of Registrant.*
3.3 By-Laws of Registrant.(#)
3.4 Form of Amended and Restated By-laws of Registrant.*
4.1 See Exhibits 3.1 and 3.3 for provisions of Second Amended
and Restated Certificate of Incorporation and By-laws of the
Registrant defining rights of the holders of Common Stock of
Registrant.
4.2 Specimen certificate for shares of Common Stock, $0.0001 par
value, of Registrant.*
5.1 Opinion of Goodwin Procter LLP as to the legality of
securities offered.*
10.1 Lease Agreement dated as of May 24, 1999, by and between
Continental Investors, L.P. and Registrant for commercial
premises located at 433 Hackensack Avenue, Hackensack, New
Jersey.(#)
10.2 License Agreement dated as of May 29, 1998, by and between
Registrant and American Cyanamid Company.(!)
10.3 Sublicense and Development Agreement dated as of June 30,
1998, by and between Registrant and Neurocrine
Biosciences, Inc.+
10.4 License, Research and Development Agreement dated as of
January 12, 2001, by and between Registrant and Biovail
Laboratories Incorporated.(!)
10.5 Guaranty dated as of January 12, 2001, by Biovail
Corporation in favor of Registrant.(#)
10.6 Securities Purchase Agreement dated as of January 21, 1999,
by and between Registrant and Elan International
Services.(#)
10.7 Joint Development and Operating Agreement dated as of
January 21, 1999, by and among Registrant, Elan Corporation,
plc, Elan International Services, Ltd., DOV Bermuda, Ltd.
(formerly known as DOV Newco, Ltd.), and Nascime Limited.(!)
10.8 Letter Agreement dated as of January 21, 1999, by and among
Registrant, Elan Corporation, plc, Elan International
Services, Ltd., DOV Bermuda, Ltd. (formerly known as DOV
Newco, Ltd.), and Nascime Limited signed in connection with
the Joint Development and Operating Agreement referred to in
10.7.(#)
10.9 License Agreement dated as of January 20, 1999, by and
between Registrant and Nascime Limited.(!)
10.10 License Agreement dated as of January 20, 1999, by and
between Nascime Limited and Elan Corporation, plc.(!)
10.11 Convertible Exchangeable Promissory Note of Registrant
issued to Elan International Services, Ltd.(#)
10.12 Convertible Promissory Note of Registrant issued to Elan
International Services, Ltd.(#)
10.13 Registration Rights Agreement dated as of January 21, 1999,
by and between Registrant and Elan International
Services, Ltd. for shares of common stock received pursuant
to the Securities Purchase Agreement referred to in 10.6.(#)
</Table>
8
<Page>
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------
10.14 Registration Rights Agreement dated as of January 21, 1999,
by and among Registrant, DOV Bermuda, Ltd. (formerly known
as DOV Newco, Ltd.), and Elan International Services, Ltd.
for shares of common stock received pursuant to the Joint
Development and Operating Agreement referred to in 10.7.(#)
10.15 Preferred Stock Purchase Agreement dated as of June 20,
2000, by and among Registrant and Series C Investors.(#)
10.16 Registration Rights Agreement dated as of June 20, 2000, by
and between Registrant and Series C Investors.(#)
10.17 Stock Purchase Agreement dated as of August 30, 2001, by and
among Registrant and Series D Investors.(#)
10.18 Amended and Restated Stockholders Agreement dated as of
August 30, 2001 by and among Registrant, Arnold Lippa,
Bernard Beer, Series C Investors and Series D Investors.(#)
10.19 Registration Rights Agreement dated as of August 30, 2001 by
and among Registrant, Series C Investors and Series D
Investors.(#)
10.20 Form of Warrant Agreement.(#)
10.21 1998 Stock Option Plan.(#)
10.22 2000 Stock Option and Grant Plan.(#)
10.23 Stock Option Agreement dated as of July 10, 2000 between
Registrant and Philip Skolnick for the grant of 250,000
stock options.*
10.24 Employment Agreement dated as of December 10, 1998, between
Registrant and Arnold Lippa.(#)
10.25 Extension of Employment Agreement dated as of December 10,
2001, between Registrant and Arnold Lippa.*
10.26 Employment Agreement dated as of December 10, 1998, between
Registrant and Bernard Beer.(#)
10.27 Extension of Employment Agreement dated as of December 10,
2001, between Registrant and Bernard Beer.*
10.28 Employment Agreement dated as of July 10, 2000, between
Registrant and Philip Skolnick.(#)
10.29 Employment Agreement dated as of July 1, 1999, and amended
by that certain Letter Agreement dated January 23, 2002,
between Registrant and Stephen Petti.*
10.30 Employment Agreement dated as of July 12, 1999, and amended
by that certain Leter Agreement dated Janury 23, 2002,
between Registrant and Paul Schiffrin.*
21.1 Subsidiaries of Registrant.(#)
23.1 Consent of Goodwin Procter LLP (included in
Exhibit 5.1).(#)
23.2 Consent of PricewaterhouseCoopers LLP.(#)
23.3 Consent of PricewaterhouseCoopers.(#)
24.1 Power of Attorney (see Signature Page).
</Table>
(b) Financial Statement Schedules
9
<Page>
All schedules have been omitted because they are not required or because the
required information is given in the financial statements or the notes to those
statements.
- ------------------------
+ Incorporated by reference to Exhibit 10.3 to Neurocrine's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 14,
1998.
* To be filed by amendment.
(!) Confidential treatment requested.
(#) Previously filed.
10