THIS CONVERTIBLE PROMISSORY NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON

CONVERSION HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY SECURITIES LAWS OF A STATE

OR OTHER JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED

OR OTHERWISE DISPOSED OF (OTHER THAN TO AN AFFILIATE OR AS OTHERWISE PERMITTED

BY THIS NOTE PURSUANT TO WHICH THEY WERE ISSUED) EXCEPT PURSUANT TO (I) AN

EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE

STATE SECURITIES OR BLUE SKY LAWS, OR (II) TO THE EXTENT APPLICABLE, RULE 144

UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT RELATING

TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL

SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR

APPLICABLE STATE SECURITIES LAWS.



                            DOV PHARMACEUTICAL, INC.



                           CONVERTIBLE PROMISSORY NOTE



MAXIMUM U.S. $7,008,750                                        JANUARY 21, 1999

                                                             NEW YORK, NEW YORK



      The undersigned, DOV PHARMACEUTICAL, INC., a New Jersey corporation with

offices at One Parker Place, Fort Lee, New Jersey 07024 ("DOV"), unconditionally

promises to pay to ELAN INTERNATIONAL SERVICES, LTD., a Bermuda corporation

("EIS"), or its permitted assigns, transferees and successors as provided herein

(collectively, the "HOLDER"), on January __, 2005 (the "MATURITY DATE"), at such

place as may be designated by the Holder to DOV, the principal amount

outstanding hereunder (not to exceed U.S.$7,008,750) together with interest on

the outstanding principal hereunder accrued at a rate PER ANNUM equal to the

lesser of (x) 10% and (y) the maximum rate of interest permitted by applicable

law, from and after the date of the Original Issue Date (as hereinafter

defined), compounded on a semi-annual basis, the initial such compounding to

take place on the date which is six months from and after the Original Issue

Date (each such date, a "COMPOUNDING DATE").



      SECTION 1. SECURITIES PURCHASE AND JOINT DEVELOPMENT AND OPERATING

                 AGREEMENTS; DISBURSEMENTS.



            (a) This Note is issued pursuant to a securities purchase agreement

dated as of the date hereof by and between DOV and EIS (as amended at any time,

the "SECURITIES PURCHASE AGREEMENT"). This Note is the Convertible Note referred

to in the Securities Purchase Agreement and DOV and Holder are intended to be

afforded the benefits thereof, including the representations and warranties set

forth therein. DOV shall use the proceeds of the issuance and sale of this Note

solely in accordance with the provisions set forth in that certain Joint



{Page}



Development and Operating Agreement, dated as of the date hereof, by and among

Elan Corporation, plc, an Irish public limited company and parent corporation of

EIS, EIS, DOV, DOV Newco, Ltd., a Bermuda private limited company ("BERMUDA

Newco"), and Nascime Limited, an Irish private limited company ("IRELAND NEWCO")

(as amended at any time, the "JOINT DEVELOPMENT AND OPERATING AGREEMENT"), and

as described in Section 5 below.

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