Item 1.02 Termination of a Material Definitive Agreement

Effective November 26, 2008, Winstanley Enterprises LLC ("Winstanley") terminated its previously announced agreement (the "Facilities Sale Agreement") with Neurogen Corporation (the "Company") to purchase four of the Company's five buildings located in Branford, Connecticut for a purchase price of $6.0 million. As previously disclosed, the sale under the Facilities Sale Agreement was subject to conditions customary for commercial real estate transactions, including a 45-day diligence period. The Company has been informed that the decision to terminate was due to the current state of the credit markets.

The Company intends to continue to pursue the monetization of non-core assets, including the scheduled closing in the fourth quarter of 2008 of a previously announced agreement to sell its chemical library for $3 million to a global pharmaceutical company.