Letter Agreement Regarding Voting Interest and Tax Distributions among DOV Pharmaceutical, Elan Entities, DOV Newco, and Nascime (1999)

Summary

This agreement, dated January 21, 1999, is between DOV Pharmaceutical, Inc., Elan Corporation, PLC, Elan International Services, Ltd., DOV Newco, Ltd., and Nascime Limited. It clarifies that while certain convertible notes from DOV to Elan remain outstanding, Elan's voting interest in DOV will not reach 10% or more. Additionally, if DOV incurs U.S. tax liabilities due to profits recognized by Nascime or DOV Newco, those entities will make distributions to shareholders so DOV can cover its tax obligations. The agreement is confirmed by signatures from all parties.

EX-10.8 8 a2068561zex-10_8.txt EXHIBIT 10.8 Exhibit 10.8 DOV PHARMACEUTICAL, INC. ONE PARKER PLAZA FORT LEE, NEW JERSEY 07024 January 21, 1999 Gentlemen: Reference is made to the Joint Development and Operating Agreement ("JDOA") among Elan Corporation, PLC, Elan International Services, Ltd. ("EIS"), DOV Pharmaceutical, Inc. ("DOV"), DOV Newco, Ltd. ("DOV Newco") and Nascime Limited ("Nascime") dated January 21, 1999. This letter confirms that notwithstanding any provision in the JDOA or any other agreement to the contrary the parties agree as follows: 1. During such time that the Exchangeable Convertible Note and/or the Convertible Note, each dated the date hereof, from DOV to EIS remains outstanding, the voting interest of EIS in DOV shall at no time be 10% or greater of the voting power of all shares of stock of DOV. 2. To the extent DOV has federal or state liability as a result of recognition of profits by Nascime or DOV Newco under Subpart F or other provisions of United States federal tax law, then Nascime and DOV Newco will, to the extent permitted by applicable law, cause sufficient distributions (in the form of dividends or loans) to be made to its shareholders (on a PRO RATA basis based on their respective equity interests) so that DOV can pay its federal or state income tax due to that recognition of income. [SIGNATURES ON FOLLOWING PAGE] Please acknowledge your agreement to these terms by countersigning this letter in the space provided below. Very truly yours, DOV PHARMACEUTICAL, INC. By: /s/ Arnold Lippa --------------------------------------- Arnold Lippa, Chief Executive Officer Acknowledged and Agreed to Elan Corporation, PLC By: --------------------------------- Elan International Services, Ltd. By: --------------------------------- DOV Newco, Ltd. By: /s/ Arnold Lippa ---------------------------------- Nascime Limited By: /s/ Arnold Lippa ---------------------------------- Please acknowledge your agreement to these terms by countersigning this letter in the space provided below. Very truly yours, DOV PHARMACEUTICAL, INC. By: ------------------------------------- Arnold Lippa, Chief Executive Officer Acknowledged and Agreed to Elan Corporation, PLC By: /s/ Kevin Insley -------------------------------- Elan International Services, Ltd. By: /s/ Kevin Insley --------------------------------- DOV Newco, Ltd. By: --------------------------------- Nascime Limited By: ---------------------------------