[Portions herein identified by *** have been omitted pursuant to a request for confidential treatment and have
been filed separately with the Commission pursuant to Rule 24b-2 of the Secureities Exchange Act of 1934, as
LICENSE AND DEVELOPMENT AGREEMENT
THIS LICENSE AND DEVELOPMENT AGREEMENT (this "Agreement"), effective as of April 4, 2003 (the
"Effective Date"), is entered into by and between NOVADEL PHARMA INC., a Delaware corporation
("NovaDel"), and MANHATTAN PHARMACEUTICALS, INC., a Delaware corporation (the "Licensee").
NovaDel and Licensee each may be referred to herein individually as a "Party," or collectively as the "Parties."
WHEREAS, NovaDel has certain proprietary rights and intellectual property (including to certain patents) with
respect to lingual sprays for the metered delivery of pharmaceutical products (the "Technology"); and
WHEREAS, Licensee desires to obtain from NovaDel, and NovaDel desires to grant to Licensee, a license to
develop and commercialize a pharmaceutical product containing propofol as active ingredient that will be
administered using the Technology on the terms and conditions set forth herein; and
WHEREAS, Licensee desires that NovaDel provide, and NovaDel desires to provide, certain services in respect
of the development of such pharmaceutical product containing propofol as active ingredient on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants of the
Parties contained herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows:
For the purposes of this Agreement, the following words and phrases shall have the following meanings, unless
otherwise specifically provided herein:
1.1 "AFFILIATE" shall mean, with respect to any Entity, any other Entity that directly or indirectly through