To: Icebrg who wrote (4249 ) 3/26/2003 8:45:36 AM From: Icebrg Respond to of 10345 DOV Pharmaceutical, Inc. and Elan Corporation Amend Terms Of Debt Instrument to Preserve DOV Majority Control of Joint Venture Wednesday March 26, 8:05 am ET HACKENSACK, N.J., March 26 /PRNewswire-FirstCall/ -- DOV Pharmaceutical, Inc. (Nasdaq: DOVP - News) announced today that it has reached agreement with subsidiaries of Elan Corporation, plc to eliminate the exchange right feature of DOV's convertible exchangeable note held by Elan. The exchange right had previously given Elan the option of converting the principal balance of the note into an increased ownership interest in the joint venture from Elan's original equity interest of 19.9% to 50.0%, thereby decreasing DOV's equity interest to 50% from 80.1%. All other significant terms of the note will remain the same. In partial consideration for this amendment, Elan will be issued warrants to purchase 75,000 shares of DOV common stock at an exercise price of $10 per share and an expiration date of January 21, 2006. The joint venture, DOV Bermuda, was formed in 1999 to develop a controlled release formulation of bicifadine, currently in a Phase III pivotal clinical trial, and a controlled release formulation of ocinaplon, which is scheduled to begin a Phase III pivotal clinical trial this summer. Both products utilize Elan's proprietary drug delivery technology. On July 31, 2002, Elan announced a recovery plan that includes the divestiture of businesses, assets and products that are no longer core to Elan. Elan has indicated that it will no longer fund its pro-rata share to the DOV joint venture effective January 1, 2003. DOV and Elan have agreed to continue discussions relating to the proposed reorganization of the joint venture going forward. The development of controlled release formulations of bicifadine and ocinaplon will continue on its present schedule. Dr. Arnold Lippa, Chairman and CEO of the Company said, "We are committed to the development of bicifadine and ocinaplon. We maintain a productive and positive relationship with our partner Elan. We understand the need for Elan to reorganize its product portfolio and intend to work closely with Elan to ensure that the product development of bicifadine and ocinaplon meets the present schedule."