X0303 4 2008-07-25 0000849043 NEUROGEN CORP NRGN 0001131146 DAVIS STEPHEN 35 NE INDUSTRIAL RD. BRANFORD CT 06405 1 1 0 0 President, CEO Stock Option (Right to Buy) 1.20 2008-07-25 4 A 0 224000 0 A 2008-07-24 Common Stock .025 Par Value Per Share 224000 224000 D Each of the 16 installments shall expire 5 years from the date of vesting. The option was granted under an employee stock option plan, for no consideration. The option grant was approved by the Compensation Committee of Neurogen Corporation on April 24, 2008, subject to shareholder approval of the amendment to the Amended and Restated Neurogen Corporation 2001 Stock Option Plan, as amended, which would increase the number of shares reserved for issuance under the plan from 5,250,000 to 6,250,000. On 7/25/2008 the amendment was approved and the reporting person was granted an option to purchase 224,000 shares pursuant to the Issuer's Amended and Restated 2001 Neurogen Corporation Stock Option Plan. The options vest quarterly in 16 equal installments over a 4 year period from 4/24/2008 with the first installment vesting 91 days from 4/24/2008. /s/ Stephen R. Davis 2008-07-29