S-3

As filed with the Securities and Exchange Commission on  May 1, 2008

Registration No. 333-               

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NEUROGEN CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	22-2845714
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

35 Northeast Industrial Road

Branford, Connecticut 06405

(203) 488-8201

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 Stephen Davis

Chief Executive Officer

Neurogen Corporation

35 Northeast Industrial Road

Branford, Connecticut  06405

(203) 488-8201

 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

B. Shayne Kennedy, Esq.

Wesley C. Holmes, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, California 92626-1925

(714) 540-1235

Approximate date of commencement of proposed sale to the public:  From time to time after this Registration Statement becomes effective.

 If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act.

Larger accelerated filer  ¨                                                                                                           Accelerated Filer þ

Non-accelerated filer ¨                                                                                                Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered			Proposed Maximum Offering Price Per Unit (4)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.025 par value per share		14,285,757	(1)	$	1.085	$	15,500,046.35	$	609.15
Common Stock, $0.025 par value per share, upon the exchange of preferred stock		25,516,686	(2)	$	1.085	$	27,685,604.31	$	1,088.04
Common Stock, $0.025 par value per share, upon the exercise of warrants		12,758,343	(3)	$	1.085	$	13,842,802.16	$	544.02
Total		52,560,786		$	1.085	$	57,028,452.81	$	2,241.22

(1)

Represents the number of shares of common stock of Neurogen Corporation purchased by certain of the selling stockholders named herein on March 19, 2004. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional number of shares of common stock as may be issued from time to time as a result of stock splits, stock dividends or similar transactions.

(2)

Represents the maximum number of shares of common stock that Neurogen Corporation expects could be issuable upon exchange of the preferred stock. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional number of shares of common stock as may be issued from time to time upon exchange of the preferred stock as a result of stock splits, stock dividends or similar transactions. No additional consideration will be received for the common stock and, therefore, no registration fee is required pursuant to Rule 457(i).

(3)

Represents the maximum number of shares of common stock that Neurogen Corporation expects could be issuable upon exercise of the warrants. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional number of shares of common stock as may be issued from time to time upon exercise of the warrants as a result of stock splits, stock dividends or similar transactions. No additional consideration will be received for the common stock and, therefore, no registration fee is required pursuant to Rule 457(i).

(4)

Estimated based upon the average of the high and low reported sales prices of Neurogen Corporation’s common stock as reported on the Nasdaq Global Market on April 30, 2008, solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which 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 Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated May 1, 2008

PROSPECTUS

52,560,786 Shares of Common Stock

_______________

This prospectus covers the offer and sale by the selling stockholders identified in this prospectus of up to 52,560,786 shares of common stock, $0.025 par value, of Neurogen Corporation. Of this amount, 25,516,686 shares of common stock are issuable upon exchange of the 981,411 shares of Series A Exchangeable Preferred Stock sold by us on April 11, 2008, 12,758,343 shares of common stock are issuable upon exercise of warrants sold by us on April 11, 2008, and the remaining 14,285,757 shares of common stock were previously purchased by, and issued to, certain of the selling stockholders and their affiliates in a private placement by Neurogen Corporation on March 19, 2004. We are not selling any common stock under this prospectus and will not receive any of the proceeds from the sale or other disposition of shares by the selling stockholders. We will, however, receive proceeds from any warrants exercised for cash.

The selling stockholders or their pledgees, assignees or successors-in-interest may offer and sell or otherwise dispose of the shares of common stock described in this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholders will bear all commissions and discounts, if any, attributable to the sales of shares. We will bear all other costs, expenses and fees in connection with the registration of the shares. See “Plan of Distribution” beginning on page 8 for more information about how the selling stockholders may sell or dispose of their shares of common stock.

Our common stock is quoted on the Nasdaq Global Market under the symbol “NRGN.” On April 30, 2008, the closing price of a share of our common stock on the Nasdaq Global Market was $0.98 per share.

_______________

You should consider the risks that we have described in the section entitled “Risk Factors” on page 1 before investing in our common stock.

_______________

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

_______________

The date of this prospectus is                       , 2008.

TABLE OF CONTENTS

About This Prospectus	i
About Neurogen	1
Risk Factors	1
Forward-Looking Statements	1
Use of Proceeds	2
Selling Stockholders	3
Plan of Distribution	5
Legal Matters	7
Experts	7
Where You Can Find More Information	7
Incorporation of Certain Documents by Reference	7

_______________

ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission utilizing a “shelf” registration process. Under this shelf registration process, certain selling stockholders may from time to time sell the shares of common stock described in this prospectus in one or more offerings.

We have not authorized anyone to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where it is lawful to do so. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any shares other than the registered shares to which they relate, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy shares in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares are sold on a later date.

References to “Neurogen,” “we,” “our” or “us” in this prospectus mean Neurogen Corporation and its consolidated subsidiaries, unless the context suggests otherwise.

ABOUT NEUROGEN

We are a drug development company focused on new small molecule drugs designed to improve the lives of patients suffering from disorders with significant unmet medical needs, including current programs in insomnia, Parkinson’s disease, Restless Legs Syndrome, pain and anxiety. We conduct our research and development independently and, when advantageous, collaborate with leading pharmaceutical companies during the drug research and development process to obtain additional resources and to access complementary expertise. For example, we currently have a collaboration with Merck Sharp & Dohme Limited, a subsidiary of Merck & Co., Inc. to develop compounds for cough, pain and other disorders.  In this collaboration our partner, Merck, is responsible for funding all drug development activities.   Previously, Neurogen dedicated a significant amount of its resources to operating a drug discovery platform designed to efficiently advance drug candidates into human testing and development.  We currently have four unpartnered programs in development and have recently restructured the company to focus our resources solely on our insomnia, Parkinson’s disease, restless legs syndrome and anxiety development programs.

We were incorporated under the laws of the State of Delaware in 1987 and commenced operations in July 1988.  Our principal executive offices and research and development facilities are located at 35 Northeast Industrial Road, Branford, Connecticut, 06405.  Our telephone number is (203) 488-8201.  We maintain a website at www.neurogen.com.   Information contained on our website is not incorporated by reference into this prospectus, and should not be considered to be part of this prospectus.

RISK FACTORS

You should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K and the other information contained in this prospectus, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement before investing in our common stock.  The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.  Please also refer to the section below entitled “Forward-Looking Statements.”

FORWARD-LOOKING STATEMENTS

This prospectus contains and incorporates by reference forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act.  These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions and other statements contained in this prospectus that are not historical facts.  When used in this prospectus, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “could,” “should,” “may,” “will” and similar expressions are generally intended to identify forward-looking statements.  These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict.  We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. Our actual results may differ materially from those expressed or forecasted in any forward-looking statements.

We caution you to not place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to revise these forward-looking statements to reflect events or circumstances after the date hereof.  You should carefully read this prospectus, any accompanying prospectus supplement, and the documents incorporated by reference in those documents, particularly, the section entitled “Risk

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Factors,” before making an investment decision. Important factors that may cause results to differ from expectations include, for example:

·   risks inherent in research, development, testing, regulatory approval, production and marketing of any of our drug candidates;

·   competitive factors;

·   risks deriving from in-licensing of drug candidates, acquisitions or business combinations;

·   our dependence on our current or future corporate partners with respect to research and development funding, preclinical evaluation of drug candidates, human clinical trials of drug candidates, regulatory filings and manufacturing and marketing expertise;

·   risks deriving from collaborations, alliances, in-licensing or other transactions;

·   the risk that actual research and development costs and associated general and administrative costs may exceed budgeted amounts;

·    the risk that drug targets pursued by us may prove to be invalid after substantial investment by us;

·    inability to obtain sufficient funds through future collaborative arrangements, equity or debt financings or other sources to continue the operation of our business;

·   uncertainty regarding our patents and trade secrets and confidentiality agreements with collaborators, employees, consultants or vendors;

·   dependence upon third parties for the manufacture of our potential products and our inexperience in manufacturing if we establish internal manufacturing capabilities;

·   dependence on third parties to market potential products and our lack of sales and marketing capabilities;

·   unavailability or inadequacy of medical insurance or other third-party reimbursement for the cost of purchases of our products;

·    inability to attract or retain scientific, management and other personnel;

·   risks associated with the fact that a majority of our common stock is held by a limited number of stockholders; and

·   risks associated with our recent operational restructuring.

USE OF PROCEEDS

           We will not receive any of the proceeds from the sale of shares of our common stock in this offering. The selling stockholders will receive all of the proceeds from this offering.

 A portion of the shares of our common stock covered by this prospectus are issuable upon exercise of warrants to purchase our common stock. The exercise price of the warrants issued to the selling stockholders is $2.30 per share. Upon any exercise for cash of the warrants, the selling stockholders will pay us the exercise price of the warrants. The warrants are also exercisable on a cashless basis. We will not receive any cash payment from the

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selling stockholders upon any exercise of the warrants on a cashless basis. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including subdivisions and stock splits, stock dividends, combinations, reorganizations, reclassifications, consolidations, mergers or sales of properties and assets and upon the issuance of certain assets or securities to holders of our common stock, as applicable. To the extent we receive proceeds from the cash exercise of the warrants, we intend to use the proceeds for the development of existing product candidates and other general corporate purposes.

SELLING STOCKHOLDERS

Sale of Series A Exchange Preferred Stock and Warrants

On April 7, 2008, we entered into a Securities Purchase Agreement with the selling stockholders, pursuant to which we sold an aggregate of 981,411 shares of our Series A Exchangeable Preferred Stock, par value $0.025 per share, or the Series A Preferred Stock, and warrants exercisable to acquire a number of shares of our common stock equal to 50% of the number of shares of common stock into which the Series A Preferred Stock may be exchanged, or the Warrants.  The sale was completed by way of a private placement transaction pursuant to Regulation D of the Securities Act. This prospectus covers, in part, the sale or other disposition by the selling stockholders or their transferees of up to the total number of shares of common stock which may be issuable to those selling stockholders upon exchange of the Series A Preferred Stock or upon the exercise of the Warrants.

Each share of Series A Preferred Stock is initially exchangeable into twenty-six shares of our of common stock upon the later to occur of (i) the approval by the holders of our common stock of the exchange of the Series A Preferred Stock into shares of our common stock, or the Stockholder Approval, and (ii) the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. If the Stockholder Approval for the exchange of the Series A Preferred Stock is not obtained on or prior to April 11, 2009, the selling stockholders will have no obligation to, and we will not have the option to, exchange the Series A Preferred Stock for shares of our common stock, in which case the Series A Preferred Stock will remain outstanding pursuant to its terms. Pursuant to the Securities Purchase Agreement, we have agreed to hold a meeting of our stockholders to seek the Stockholder Approval on or prior to the 120th day following the closing of the sale of the Series A Preferred Stock and the Warrants on April 11, 2008.

The Warrants issued to the selling stockholders become exercisable on the earlier of (i) the date we hold the meeting for the Stockholder Approval to approve the exchange of the Series A Preferred Stock, among other corporate actions, and (ii) one year from the date of issuance of the Warrants.  The Warrants have an exercise price of $2.30 per share and will expire five years from the date of issuance. The exercise price and number of shares of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances, including subdivisions and stock splits, stock dividends, combinations, reorganizations, reclassifications, consolidations, mergers or sales of properties and assets and upon the issuance of certain assets or securities to holders of our common stock, as applicable.

Previous Sale of Common Stock to Selling Stockholders

On March 19, 2004, we entered into a Securities Purchase Agreement with the several investors named therein, pursuant to which we sold an aggregate of $100 million of shares of our common stock for $7.00 per share. The sale was completed by way of a private placement transaction pursuant to Regulation D of the Securities Act. This prospectus covers the sale or other disposition by certain of the selling stockholders, identified in the table below, who were participants in the March 2004 sale, or their transferees, of up to the total number of shares of common stock which they purchased in that offering.

Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholders, we are referring to the shares of our common stock which may be issued upon exchange of the Series A Preferred Stock or exercise of the Warrants, and the shares of common stock sold to certain of the selling stockholders in the March 2004 private placement.  When we refer to the selling stockholders in this

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prospectus, we are referring to each of the purchasers under the Securities Purchase Agreement dated April 7, 2008 and certain of the purchasers in the March 19, 2004 private placement, as identified in the table below.

We are registering for resale (i) the shares of our common stock purchased by certain of the selling stockholders on March 19, 2004, (ii) the shares of our common stock into which such selling stockholders’ shares of Series A Preferred Stock may be exchanged and (iii) the shares of our common stock into which such holders’ Warrants may be converted.  In addition, in connection therewith, we have agreed to pay all expenses related to the filing of the registration statement.

The following table sets forth the name of each selling stockholder, the number of shares beneficially owned by each of the respective selling stockholders, the number of shares that may be offered under this prospectus by each selling stockholder and the number of shares of our common stock beneficially owned by the selling stockholders assuming all of the shares covered hereby are sold. The number of shares in the column “Number of Shares Being Offered” represents all of the shares of our common stock that a selling stockholder may offer under this prospectus, and assumes the exchange of all shares of Series A Preferred Stock and the cash exercise of all the Warrants held by such selling stockholder. The selling stockholders may sell some, all or none of their shares. We do not know how long the selling stockholders will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale or other disposition of any of the shares. The shares covered hereby may be offered from time to time by the selling stockholders.

Based on the information provided to us, (i) each of the selling stockholders purchased the shares of our common stock, Series A Preferred Stock and Warrants, as applicable, for investment for its own account and not for resale or with a view towards distribution thereof and (ii) at the time of the purchase of the shares of our common stock, Series A Preferred Stock and the Warrants, as applicable, none of the selling stockholders had agreements or understandings, directly or indirectly, with any person to distribute the shares of common stock, Series A Preferred Stock, the Warrants or any shares of common stock acquired upon exchange or conversion of the Series A Preferred Stock or Warrants.

The information set forth below is based upon information obtained from the selling stockholders and upon information in our possession regarding the issuance of shares of common stock to the selling stockholders in connection with the private placement transaction. The percentages of shares beneficially owned after the offering are based on 42,162,296 shares of our common stock outstanding as of April 29, 2008, including the shares of common stock covered hereby.

	Shares of Common Stock Beneficially Owned Prior to April 7, 2008	Shares of Common Stock Beneficially Owned Prior to Offering(1)	Number of Shares Being Offered			Shares Beneficially  Owned After Offering
Name of Beneficial Owner			Shares of Common Stock Owned Prior to April 7, 2008	Exchange Shares(2)	Warrant Shares(3)	Number	Percent (%)
Warburg Pincus Private Equity VIII, L.P.(4)**	8,571,429	16,071,402	8,571,429	4,999,982	2,499,991	0	*
Tang Capital Partners, LP	0	4,999,995	0	3,333,330	1,666,665	0	*
Baker Tisch Investments, L.P.**	210,556	398,224	203,935	125,112	62,556	6,621	*
Baker Bros. Investments, L.P.**	230,162	435,302	170,762	136,760	68,380	59,400	*
Baker Bros. Investments II, L.P.**	203,190	384,306	110,992	120,744	60,372	92,198	*
Baker Biotech Fund I, L.P. **	2,195,509	4,152,334	1,915,924	1,304,550	652,275	279,585	*
Baker Brothers Life Sciences, L.P.**	2,307,661	4,364,404	2,241,286	1,371,162	685,581	66,375	*
Caduceus Capital Master Fund Limited	747,000	1,947,030	0	800,020	400,010	747,000	1.7
Caduceus Capital II, LP	474,000	1,824,024	0	900,016	450,008	474,000	1.1
UBS Eucalyptus Fund, LLC	497,000	1,171,973	0	449,982	224,991	497,000	1.1
PW Eucalyptus Fund, LLC	61,000	135,997	0	49,998	24,999	61,000	*
Summer Street Life Sciences Hedge Fund Investors LLC	192,000	641,982	0	299,988	149,994	192,000	*
Domain Public Equity Partners, L.P.	139,520	3,889,526	0	2,500,004	1,250,002	139,520	*
Four-Fourteen Partners, LLC**(5)	4,112,532	7,862,538	1,071,429	2,500,004	1,250,002	3,041,100	7.2
Special Situations Life Sciences Fund, LP	0	609,375	0	406,250	203,125	0	*
Special Situations Life Sciences Fund III QP, LP	0	3,140,631	0	2,093,754	1,046,877	0	*
Zeke, LP	0	2,500,017	0	1,666,678	833,339	0	*
Perceptive Life Sciences Master Fund, Ltd.	0	1,500,018	0	1,000,012	500,006	0	*
PGE Partner Fund, LP	0	450,021	0	300,014	150,007	0	*
PGE Venture Fund, LLC	0	125,034	0	83,356	41,678	0	*
PGE Partner Fund II, LP	0	299,988	0	199,992	99,996	0	*
Cascade Capital Partners, L.P.	0	624,975	0	416,650	208,325	0	*
John Simon	152,258	572,228	0	249,990	124,995	152,258	*
Clarion Capital Corporation	0	312,507	0	208,338	104,169	0	*

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* Less than 1%

** Purchaser in the March 19, 2004 private placement.

(1)	“Beneficial ownership” is a term broadly defined by the Securities and Exchange Commission in Rule 13d-3 under the Exchange Act, and includes more than the typical form of stock ownership, that is, stock held in the person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or shares investment power. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares that are currently exercisable or exercisable within 60 days of April 29, 2008.
(2)	Assumes the exchange of all Series A Preferred Stock offered in this prospectus held by each of the sellingstockholders for shares of Neurogen Corporation’s common stock.
(3)	Assumes the exercise for cash of all warrants to purchase common stock offered in this prospectus held byeach of the selling stockholders.

(4) Based upon a statement on Schedule 13D/A filed on April 14, 2008, Warburg Pincus Private Equity VIII, L.P. (“WP VIII”) is the direct record owner of 8,571,429 shares of common stock, 192,307 shares of Series A Preferred Stock and a Warrant.  The sole general partner of WP VIII is Warburg Pincus Partners, LLC, a New York limited liability company (“WPP LLC”).  Warburg Pincus & Co., a New York general partnership (“WP”), is the managing member of WPP LLC.  Warburg Pincus LLC, a New York limited liability company (“WP LLC”), manages WP VIII.  Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Co-Presidents and Managing Members of WP LLC.  By reason of the provisions of Rule 16a-1 of the Exchange Act, WP, WP LLC, WPP LLC, Mr. Kaye and Mr. Landy may be deemed to be the beneficial owners of any securities that may be deemed to be beneficially owned by WP VIII.  Each of WP, WP LLC, WPP LLC, Mr. Kaye and Mr. Landy all disclaim beneficial ownership of such securities except to the extent of any pecuniary interest therein.

(5) Based upon a statement on Schedule 13G filed on February 13, 2007 by Andrew H. Tisch, Daniel R. Tisch, James S. Tisch, Thomas J. Tisch and Joan H. Tisch.  Because of certain business and family relationships among the reporting persons, the statement was filed by them as a group solely for informational purposes, and each of them disclaimed beneficial ownership of any shares owned by any other reporting person except to the extent that beneficial ownership was expressly reported therein.  According to the statement, each of Andrew H. Tisch, Daniel R. Tisch, James S. Tisch beneficially owned 947,108 shares; Thomas J. Tisch beneficially owned 1,247,108 shares, including 300,000 shares held by Four-Fourteen Partners LLC; and Joan H. Tisch beneficially owned 24,100 shares. Andrew H. Tisch 2004 Annuity Trust #1, Daniel R. Tisch 2004 Annuity Trust #1, James S. Tisch 2004 Annuity Trust #1 and Thomas J. Tisch Annuity Trust #1, which are entities affiliated with Four-Fourteen Partners LLC, are each offering 267,857 shares of common stock owned by them and purchased in the March 19, 2004 private offering.

 The table above assumes that each of the selling stockholders will sell all of its shares available for saleduring the effectiveness of the registration statement of which this prospectus is a part.  None of the selling stockholders is required to sell its shares.

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Relationships between the Company and the Selling Stockholders

 The following directors of the Company were members or directors of the investors that purchased the Series A Preferred Stock and Warrants on April 7, 2008, pursuant to the Securities Purchase Agreement, and therefore were considered related parties: (i) Felix J. Baker, Ph.D., Managing Member, Baker Bros. Advisors, LLC; (ii) Julian C. Baker, Managing Member, Baker Bros. Advisors LLC; (iii) Stewart Hen, Managing Director, Warburg Pincus LLC; and (iv) Jonathan S. Leff, Managing Director, Warburg Pincus LLC.  Each of Baker Bros. Advisors LLC and Warburg Pincus LLC, and their affiliated entities, beneficially own greater than 5% of our common stock.  In addition, entities affiliated with the Tisch family members, who collectively beneficially own greater than 5% of our common stock, also participated in the April 7, 2008 sale transaction.  In addition, John Simon, Ph.D., a director of the Company, was an investor in that transaction.  Other than the relationships summarized herein, there were no other material relationships between the Company and each of the selling stockholders during the past three years.

PLAN OF DISTRIBUTION

 The selling stockholders and any of their pledgees, donees, transferees, assignees or other successors-in-interest may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock issuable upon exchange of the Series A Preferred Stock or exercise of the Warrants on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The selling stockholders may use one or more of the following methods when disposing of the shares or interests therein:

·   ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·   block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·   through brokers, dealers or underwriters that may act solely as agents;

·   purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·   an exchange distribution in accordance with the rules of the applicable exchange;

·   privately negotiated transactions;

·   short sales;

·   through the writing or settlement of options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise;

·   broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

·   the distribution of such shares to partners, members or security holders of the selling stockholders;

·   a combination of any such methods of disposition; and

·    any other method permitted pursuant to applicable law.

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The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

 Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

 The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

 Upon being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction.

 The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

 In connection with the sale of the shares of common stock or interests in shares of common stock, the selling stockholders may enter into hedging transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of common stock short after the effective date of the registration statement of which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions after the effective date of the registration statement of which this prospectus is a part with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 From time to time the selling stockholders may solicit offers to purchase securities directly from the public, designate agents to solicit offers to purchase securities from the public on their behalf, sell securities to one or more dealers acting as principals, or sell securities to one or more underwriters, who would purchase the securities as principal for resale to the public, either on a firm-commitment or best-efforts basis. If the selling stockholders sell securities to an underwriter, we and the selling stockholders may execute an underwriting agreement with them at the time of sale. Any broker-dealers, agents or underwriters that participate with the selling stockholders in the distribution of the common stock may be deemed to be “underwriters” within the meaning of the Securities Act, in which event any commissions received by these broker-dealers, agents or underwriters may be deemed to be underwriting commissions or discounts under the Securities Act.

 The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. We will, however, receive the proceeds from any Warrants exercised for cash.

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 We are required to pay all fees and expenses incident to the registration of the Exchange Shares and Warrant Shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act or otherwise.

 We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the date on which the shares of common stock subject to registration rights may be sold without any volume limitations pursuant to Rule 144 of the Securities Act.  Each selling stockholder may sell all, some or none of the shares offered by this prospectus.

LEGAL MATTERS

  Latham & Watkins LLP, Costa Mesa, California, will pass upon the validity of the securities being offered by this prospectus.

 EXPERTS

 The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control Over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2007 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern, as described in Note 1 to the consolidated financial statements), an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

 We are subject to the informational requirements of the Exchange Act and file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission, or SEC.  You may read and copy any reports, proxy statements and other information we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.  You may also access filed documents at the SEC’s web site at www.sec.gov.

INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS

 We are incorporating by reference some information about us that we file with the SEC.  We are disclosing important information to you by referencing those filed documents.  Any information that we reference this way is considered part of this prospectus.  The information in this prospectus supersedes information incorporated by reference that we have filed with the SEC prior to the date of this prospectus, while information that we file with the SEC after the date of this prospectus that is incorporated by reference will automatically update and supersede this information.

 We incorporate by reference the following documents we have filed, or may file, with the SEC:

§   Our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on March 17, 2008;

§   Our Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2007, filed with the SEC on April 4, 2008;

§   Our Annual Report on Form 10-K/A (Amendment No. 2) for the fiscal year ended December 31, 2007, filed with the SEC on April 29, 2008;

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§   Our Current Reports on Form 8-K filed with the SEC on February 4, 2008, as amended on February 5, 2008,  February 6, 2008, as amended on February 19, 2008, February 8, 2008, February 15, 2008, April 11, 2008 and April 14, 2008; and

§   The description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on February 21, 1990 as updated by Form 8-A/A filed with the SEC on March 5, 1990.

 We also specifically incorporate by reference any documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of this offering by the selling stockholders.

 To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC, such information or exhibit is specifically not incorporated by reference in this prospectus.

 You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address:

Neurogen Corporation

35 Northeast Industrial Road

Branford, Connecticut  06405

(203) 488-8201

 Any statement contained in this prospectus or in a document incorporated by reference into, or deemed to be incorporated by reference into, this prospectus shall be deemed to be modified or superseded, for purposes of this prospectus, to the extent that a statement contained in any other subsequently filed document which also is incorporated by reference into, or is deemed to be incorporated by reference into, this prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is a statement of the estimated costs and expenses incurred or expected to be incurred by us in connection with the issuance and distribution of the common stock being registered pursuant to this registration statement. All amounts except the Securities and Exchange Commission registration fee and the NASDAQ listing fee are estimated:

SEC Registration Fee	$	2,241
NASDAQ Listing Fee	$	65,000
Legal Fees and Expenses	$	61,170
Accounting Fees and Expenses	$	3,000
Total	$	131,411

Item 15. Indemnification of Directors and Officers.

Neurogen is a Delaware corporation. Section 145 of the General Corporation Law of Delaware permits indemnification of directors, officers and employees of corporations organized thereunder under certain conditions and subject to certain limitations.  Article EIGHTH of the Restated Certificate of Incorporation of Neurogen, as amended, provides that Neurogen shall, to the full extent permitted by Section 145, indemnify its directors and officers.

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Neurogen’s Restated Certificate of Incorporation, as amended, pursuant to Section 102(b)(7) of the General Corporation Law of Delaware, contains provisions eliminating the personal liability of a director to Neurogen or its stockholders for money damages for breach of fiduciary duty as a director.  This provision in the Restated Certificate of Incorporation, as amended, does not eliminate the duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law.  In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to the company, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of the law, for actions leading to improper personal benefits to the director, and for payment of dividends or stock repurchases or redemptions that are unlawful under Delaware law.  The provision does not affect a director’s responsibilities under any other law, such as the state or federal securities laws or state or federal environmental laws.

 As permitted by the General Corporation Law of Delaware, the directors and officers of Neurogen are covered by insurance against certain liabilities which might be incurred by them in such capacities and in certain cases against which they cannot be indemnified by Neurogen.

At present, there is no pending litigation or proceeding involving a director or officer of Neurogen as to which indemnification is being sought nor is Neurogen aware of any threatened litigation that may result in claims for indemnification by any officer, director, or employee of Neurogen.

Item 16. Exhibits.

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
3.1	Restated Certificate of Incorporation, as amended effective June 8, 2007 (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarterly period ended June 30, 2007).
3.2	By-Laws, as amended (incorporated by reference to Exhibit 3.6 to the Company's Form 10-K for the fiscal year ended December 31, 1993).
3.3	Certificate of Designations, Number, Voting Powers, Preferences and Rights of Series A Preferred Stock of Neurogen Corporation, filed April 10, 2008 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K dated April 7, 2008).
4.1	Registration Rights Agreement, between the Company and the certain investors named on Exhibit A thereto, dated April 7, 2008 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated April 7, 2008).
4.2	Form of Series A Exchangeable Preferred Stock Certificate
4.3	Form of Warrant Certificate
4.4	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Form S-3 dated May 29, 2007)
5.1*	Opinion of Latham & Watkins LLP
10.1	Securities Purchase Agreement between the Company and the purchasers listed on Exhibit A thereto, dated April 7, 2008 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K dated April 7, 2008).
23.1*	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
24.1	Powers of Attorney (included in signature page hereto)

* To be filed by amendment

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Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424(b) of this chapter) that is part of the registration statement.

 (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is a part of the registration statement will, as to a purchaser with a time of contract sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was a part of the registration statement or made in any such document immediately prior to such effective date.

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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act and (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in the registration statement 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.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Branford, State of Connecticut, on the 1st day of May, 2008.

Company Name
By:	/s/ Thomas A. Pitler
	Thomas A. Pitler
	Senior Vice President and Chief Business and Financial Officer

Page 11

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  Each person whose signature appears below hereby constitutes and appoints Thomas A. Pitler as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, or any 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 exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes may do or cause to be done by virtue hereof.

SIGNATURE	TITLE	DATE
Craig Saxton	Chairman of the Board and Director	May 1, 2008
/s/STEPHEN R. DAVIS
Stephen R. Davis	President and Chief Executive Officer (Principal Executive Officer) and Director	May 1, 2008
/s/ FELIX J. BAKER
Felix J. Baker	Director	May 1, 2008
/s/ JULIAN C. BAKER
Julian C. Baker	Director	May 1, 2008
/s/ ERAN BROSHY
Eran Broshy	Director	May 1, 2008
/s/ STEWART HEN
Stewart Hen	Director	May 1, 2008
/s/ /WILLIAM H. KOSTER
William H. Koster	Director	May 1, 2008
/s/ JOHN L. LAMATTINA
John L. LaMattina	Director	May 1, 2008
/s/ JONATHAN S. LEFF
Jonathan S. Leff	Director	May 1, 2008
John Simon	Director	May 1, 2008
/s/ THOMAS A. PITLER
Thomas A. Pitler	Senior Vice President and Chief Business and Financial Officer (Principal Accounting Officer)	May 1, 2008

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EX-10.1

EXHIBIT 10.1

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT; OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

NEUROGEN CORPORATION

WARRANT TO PURCHASE OF SHARES OF  COMMON STOCK

WARRANT NO. [______]                                                                                                CUSIP NO. 64124E 114

Issuance Date: April 11, 2008

Expiration Date: April 11, 2013

THIS CERTIFIES THAT, for value received, [__________], or its permitted assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Neurogen Corporation, a Delaware corporation (the “Company”), that number of shares of the common stock of the Company, par value $0.025 per share (the “Common Stock”), equal to 50% of the number of shares of Common Stock into which the total number of shares of Series A Exchangeable Preferred Stock (“Preferred Stock”) then held by the original Holder hereof is exchangeable, calculated as of the earliest to occur of (i) the date of the Stockholders Meeting at which the Proposals are approved by the Company’s stockholders and (ii) on the earlier of (A) the date of the exercise of this warrant (this “Warrant”) and (B) the one year anniversary of the Issuance Date, in the event that the Stockholders Meeting is held and the Proposals are not approved by the Company’s stockholders. This warrant (this “Warrant”) is one of a series of warrants of like tenor originally issued by the Company as of the Issuance Date set forth above pursuant to that certain Securities Purchase Agreement by and among the Company and the several purchasers named therein (including the original Holder), dated as of April 7, 2008 (the “Securities Purchase Agreement”).

1.CERTAIN DEFINITIONS. Capitalized but otherwise undefined terms used herein shall have the meanings set forth in the Securities Purchase Agreement. In addition, as used herein, the following terms shall have the following meanings:

(a)“Exercise Date” means the date on which this Warrant is exercised by delivery to the Company of the items described in Section 2.1(a) and (b) below.

(b)“Exercise Period” means the period commencing on the earlier of (i) the date the Stockholders Meeting is held and the vote of the stockholders on the Proposals has occurred and (ii) the one year anniversary of the Issuance Date and ending at 5:00 p.m., New York City time on the Expiration Date set forth above.

(c)“Exercise Price” means $2.30 per share, subject to adjustment pursuant to Section 4 below.

(d)“Trading Day” means: (i) any day on which the Common Stock is listed or quoted and traded on its primary trading market; (ii) if the Common Stock is not then listed or quoted and traded on any eligible market (meaning any of the NYSE, AMEX or NASDAQ), then a day on which trading occurs on the OTC Bulletin Board (or any successor thereto); or (iii) if trading does not occur on the OTC Bulletin Board (or any successor thereto), any business day.

(e)“Warrant Shares” means the shares of Common Stock issuable upon exercise of this Warrant.

2.EXERCISE OF WARRANT.

2.1Subject to the limitations in Section 2.3 below, this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company:

(a)           A duly completed and executed Exercise Notice in the form attached hereto; and

(b)           Subject to the cashless exercise provisions set forth in Section 2.2 below, the aggregate Exercise Price of the Warrant Shares with respect to which this Warrant is being exercised, in lawful money of the United States, in cash, certified check or bank draft payable to the order of the Company (or as otherwise agreed to by the Company).

Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. If requested by the Company, the Holder agrees to provide this Warrant, or an affidavit of lost security, to the Company within a reasonable period after the delivery of the Exercise Notice. In such event, and upon any partial exercise of this Warrant, the Company, at its expense, will forthwith and, in any event within three Trading Days thereafter, issue and deliver to the Holder a new Warrant or Warrants of like tenor, registered in the name of the Holder and exercisable, in the aggregate, for the balance of the number of shares of Common Stock remaining available for purchase under this Warrant.

2.2Cashless Exercise. Notwithstanding the foregoing, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which case the Company shall issue to the Holder the number of Warrant Shares determined as follows:

X = Y [(A-B)/A]

where:

X = the number of Warrant Shares to be issued to the Holder;

                      Y = the total number of Warrant Shares with respect to which this Warrant is being exercised;

A = the Fair Market Value of one share of the Company’s Common Stock as of the Exercise Date; and

B = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

For purposes of the above calculation, the “Fair Market Value” of one share of Common Stock shall mean: (i) the last reported sales price of such security on the NASDAQ Global Market or other trading market where such security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) on the Trading Day prior to the Exercise Date; or (ii) if the NASDAQ Global Market is not the principal trading market for the shares of Common Stock, the last reported sales price of such security reported by Bloomberg on the principal trading market for the Common Stock on the Trading Day prior to the Exercise Date; or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg; or (iv) if Fair Market Value cannot be calculated as of such date on any of the foregoing bases, the Fair Market Value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.

2.3EXERCISE LIMITATIONS. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant shall be limited to the extent necessary to ensure that, following such exercise, the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 2.3 and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted hereunder, and nothing in this Warrant shall obligate the Company to determine the beneficial ownership of any Holder. This Section 2.3 shall not restrict the number of shares of Common Stock that a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 4. By written notice to the Company, the Holder may waive the provisions of this Section 2.3, but any such waiver will not be effective until the 61st day after such notice is delivered to the Company, nor will any such waiver affect any other Holder. This provision shall not apply to Holders who, together with their affiliates, as of the Issuance Date beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 5.00% of the total number of issued and outstanding shares of Common Stock.

2.4Delivery of Warrant Shares, etc.

(a)Upon exercise of this Warrant, the Company shall promptly (but in no event later than three Trading Days after the Exercise Date) issue and deliver (or cause to be issued and delivered) to the Holder a certificate or certificates for the Warrant Shares issuable upon such exercise, subject to the electronic delivery provisions set forth in the last sentence of this Section 2.4(a). Unless the Warrant Shares are not freely transferable without volume or manner of sale

(b)restrictions pursuant to Rule 144 under the Securities Act under the Securities Act or if the Warrant Shares may be sold pursuant to a Registration Statement filed under the Securities Act,such certificate(s) will be free of restrictive legends. The Holder, or any person permissibly designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares may be issued without restrictive legends, the Company shall use its commercially reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available.

(c)If by the close of the third Trading Day after delivery of a Exercise Notice, the Company fails to either:

(i)deliver to the Holder a certificate or certificates representing the required number of Warrant Shares, or

(ii)to effect electronic delivery of such Warrant Shares in the manner required pursuant to Section 2.4(a),

and if (in either case) after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall, within three Trading Days after the Holder’s request and in the Holder’s sole discretion, either: (1) pay in cash to the Holder an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate; or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of: (A) such number of Warrant Shares; times (B) the closing bid price on the date of the event giving rise to the Company’s obligation to deliver such certificate.

(d)To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

3.COVENANTS OF THE COMPANY.

3.1Covenants as to Warrant Shares. The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant

3.2will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

3.3No Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the Holder against impairment. The Company will not increase the par value of the Common Stock in excess of the Exercise Price for the Warrant.

4.ADJUSTMENT OF EXERCISE PRICE AND SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time beginning on the day immediately following the date the Stockholders Meeting is held and the Company’s stockholders vote on the Proposals as set forth in this Section 4.

4.1Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock; (ii) subdivides outstanding shares of Common Stock into a larger number of shares; or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction, the numerator or which is equal to the number of shares of Common Stock outstanding immediately before such event, and the denominator of which is equal to the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.

4.2Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock for no consideration: (i) evidences of its indebtedness; (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph); (iii) rights or warrants to subscribe for or purchase any security; or (iv) any other asset (in each case, “Distributed Property”), then, upon any exercise of this Warrant that occurs after the record date fixed for determination of stockholders entitled to receive such distribution, the Holder shall be entitled to receive, in addition to the Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that such Holder would have been entitled to receive in respect of such number of Warrant Shares had the Holder been the record holder of such Warrant Shares immediately prior to such record date.

4.3Fundamental Transactions.

4.4If, at any time while this Warrant is outstanding: (i) the Company effects any merger or consolidation of the Company with or into another person, in which the shareholders of the Company as of immediately prior to the transaction own less than a majority of the outstanding stock of the surviving entity; (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions; (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property; or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each, a “Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this Warrant,the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph 4.3 shall similarly apply to subsequent transactions analogous to a Fundamental Transaction. 

(a)Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or (3) a Fundamental Transaction involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the Company or any successor entity shall pay at the Holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the Fundamental Transaction, and in lieu of any Alternate Consideration, an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg using (i) a price per share of Common Stock equal to the fair market value of the Common Stock for the Business Day immediately preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate equal to the 30 day LIBOR rate on the day immediately prior to the public announcement of such transaction, (iii) an expected volatility equal to 100% and (iv) a remaining option time equal to the time between the date of the public announcement of such transaction and the Expiration Date.  For the avoidance of doubt, in the event the Holder exercises its right to receive the consideration set forth in this Section 4.3(b), this Warrant shall terminate and be of no further force and effect upon such Holder’s receipt of such consideration.

4.5Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 4.1, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.

4.6Calculations. All calculations under this Section 4 shall be made to the nearest 1/10th of one cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

4.7Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 4, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price, the adjusted number or type of Warrant Shares and the Distributed Property or Alternate Consideration issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.

4.8Notice of Corporate Events. If, while this Warrant is outstanding, the Company: (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any subsidiary; (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction; or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least 10 Trading Days prior to the applicable record or effective date on which a person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all reasonable steps to give Holder the practical opportunity to exercise this Warrant prior to such time; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

5.FRACTIONAL SHARES. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current Fair Market Value of a Warrant Share by such fraction.

6.NO STOCKHOLDER RIGHTS. This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

7.REGISTRATION AND TRANSFER.

7.1The Company or its duly appointed agent (the “Warrant Agent”) shall register this Warrant, upon records to be maintained by the Company or the Warrant Agent for that purpose (the “Warrant Register”), in the name of the record Holder of this Warrant (which shall include the initial Holder and, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder).  The Company may deem and treat the registered Holder of

7.2this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

7.3Subject to the transfer restrictions set forth in Section 6.1 of the Securities Purchase Agreement and compliance with all applicable securities laws, the Company or the Warrant Agent shall register the transfer of all or any portion of this Warrant in the Warrant Register, upon: (i) surrender of this Warrant, with the Assignment Form attached hereto duly completed and signed; and (ii) if requested by the Company: (x) delivery of an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws; and (y) delivery of a written statement by the transferee certifying that such transferee is an “accredited investor” as defined in Rule 501(a) under the Securities Act, to the Company; provided that the Company agrees that no such opinion of counsel shall be required in connection with a transaction pursuant to Rule 144 of the Securities Act. Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a Holder of a Warrant.

8. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

9.NOTICES, ETC. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address listed on the signature page hereto and to Holder at the applicable address set forth on the applicable signature page to the Securities Purchase Agreement or on the Warrant Register, or at such other address as the Company or Holder may designate by 10 days advance written notice to the other parties hereto.

10.ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

11.SPECIFIC PERFORMANCE. The Company hereby declares that it is impossible to measure, in money, the damages that will accrue to the Holder by reason of the failure of the Company to perform any of its obligations set forth in this Agreement.  The Holder shall have the right to specific performance of such obligations, and if the Holder shall institute any action or proceeding to enforce the provisions hereof, the Company hereby waives the claim or defense that the party instituting such action or proceeding has an adequate remedy at law.

12.AMENDMENTS; WAIVERS. This Warrant may not be amended or modified except pursuant to an instrument in writing signed by the Company and the Holder.  No waiver of any term, provision or condition of this Warrant, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a future or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Warrant.

13.GOVERNING LAW. This Warrant shall be governed by, and construed in accordance with, the laws of the State of New York. The Holder hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby. The Holder irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Warrant in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of [date].

Neurogen Corporation

By:                                                                

Name:                      Stephen R. Davis

Title:                      President and Chief Executive Officer

Address:                      Neurogen Corporation

35 NE Industrial Road

Branford, CT 06405

Fax:                                

Attn: Chief Executive Officer

EXERCISE NOTICE

TO: NEUROGEN CORPORATION

Ladies and Gentlemen:

(1)           The undersigned is the Holder of warrant No._____ (the “Warrant”) issued by NEUROGEN CORPORATION, a Delaware corporation (the “Company”), which Warrant is exercisable for up to ______________ shares of the Company’s common stock, par value $0.025.  Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2)           The undersigned hereby exercises the Warrant with respect to __________ Warrant Shares (before giving effect to the cashless exercise provisions in Section 2.2 of the Warrant, if applicable).

(3)           The Holder intends that payment of the Exercise Price shall be made as (check one):

           Cash exercise

           Cashless exercise under Section 2.2 of the Warrant

(4)           If the Holder has elected a cash exercise, then the Holder shall pay the sum of $_____________ in cash, and the Company shall deliver to the Holder _____________ Warrant Shares, in each case in accordance with the terms of the Warrant.

(5)           If the Holder has elected a cashless exercise, then Company shall deliver to the Holder _____________ Warrant Shares calculated in accordance with Section 2.2 of the Warrant, based on a Fair Market Value of $_______.

(6)           If the Holder has elected a cash exercise, the Holder hereby certifies that such Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

Dated:_______________, _____

Name of Holder:                                                                           

By:                                                                           

Name:                                                                                     

Title:                                                                                     

ASSIGNMENT FORM

To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the attached Warrant and all rights evidenced thereby are hereby assigned to:

Transferee Name:                                                                                                                                

Transferee Address:                                                                                                                                

In connection with this assignment, the undersigned Transferor hereby represents, warrants, covenants and agrees to and with the Company that:

(a)           the assignment of the Warrant contemplated hereby is being made in compliance with Section 4(1) of the United States Securities Act of 1933, as amended (the “Securities Act”) or another valid exemption from the registration requirements of Section 5 of the Securities Act and in compliance with all applicable securities laws of the states of the United States;

(b)           the undersigned Transferor has not offered to sell the Warrant by any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and any seminar or meeting whose attendees have been invited by any general solicitation or general advertising;

(c)           the undersigned understands that the Company may condition the transfer of the Warrant contemplated hereby upon the delivery to the Company by the undersigned or the Transferee, as the case may be, of a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable securities laws of the states of the United States; provided that no such opinion of counsel shall be required in connection with a transaction pursuant to Rule 144 of the Securities Act.

Dated:                                                                                                

Holder/Transferor Name:                                                                                                

Holder/Transferor Address:                                                                                                

Holder/Transferor Signature:

By:                                                                

Printed Name:Title:

NOTICE:  THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. OFFICERS OF CORPORATIONS AND THOSE ACTING IN A FIDUCIARY OR OTHER REPRESENTATIVE CAPACITY SHOULD DELIVER PROPER EVIDENCE OF AUTHORITY TO ASSIGN THE FOREGOING WARRANT.

Signature(s) Guaranteed:                                                                                                

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCK BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

EX-23.1

  
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