ALGORX PHARMACEUTICALS INC S-1/A

AMENDMENT NO. 3 TO FORM S-1

FORM OF UNDERWRITING AGREEMENT

FORM OF AMENDED RESTATED CERTIFICATE OF INCORPORATION

FORM OF AMENDED & RESTATED BYLAWS

FORM OF CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION

SPECIMEN COMMON STOCK CERTIFICATE

OPINION OF HELLER EHRMAN WHITE & MCAULIFFE LLP

2001 EQUITY INCENTIVE PLAN

2005 EMPLOYEE STOCK PURCHASE PLAN

LEASE MODIFICATION AGREEMENT

LEASE

CONSENT OF ERNST & YOUNG LLP

GRAPHIC

GRAPHIC