March 12, 2004
Dr. Bernard Beer
30 Winston Drive
Apartment 2816

Cliffside Park, J 07010

Dear Bernie,

      This will confirm the economic and other arrangements we have agreed to,
subject to compensation committee approval. We have since secured that approval.

      In recognition of your founder status and the continuing extraordinary and
substantial contributions that you have made to the company over the past eight
years, DOV will pay you, in a lump sum, an amount equal to one year's salary
($365,750) plus an additional amount equal to your COBRA obligations for one
year ($11,000), total $376,750. The lump sum will be paid in the normal course,
that is, seven days after signing the agreement referred to below. Your accrued
vacation time in the amount of $56,269.20 will be included in your final pay
through March 15.

      While there are no specific consulting requirements, you and I have agreed
that you will make yourself available as a consultant, subject to your personal
schedule and travel, to review and give guidance on our clinical development
program to me and Dr. Stern and other members of his clinical staff, and that
this consulting work would be on the basis of $1,500 per day. Your office and
secretarial help will be available to you until the end of 2004.

      You would be required to sign our normal severance and general release
agreement, covering among other things non-competition, continued
confidentiality and a general release. Since your present employment agreement
will terminate upon your retirement, all rights under that agreement terminate
including any right to incentive compensation, bonuses, milestone payments,
stock option plan grants, automobile allowance, life insurance and a company
sale bonus.

                                        1

               433 Hackensack Avenue, Hackensack, New Jersey 07601



      It gives me, personally, and the board tremendous comfort to know that you
will continue to be available to the company on the terms outlined, since we and
your fellow board members so highly value your strategic judgment. Very
important clinical studies must be planned and launched in 2004 and we will
count on your help.

Most sincerely;


/s/ Arnold Lippa
- -----------------------------------
Arnold Lippa

Agreed:

/s/ Bernard Beer
- -----------------------------------
Bernard Beer

cc:  Zola Horovitz
     Dan Van Riper