Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to
the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with
the Securities and Exchange Commission.
THIS LICENSE AGREEMENT (the “Agreement” ) is entered into as of May 19, 2008 (the “Effective Date” ) by and
between NOVADEL PHARMA, INC. ( “NovaDel” ), having an address at 25 Minneakoning Road, Flemington, NJ 08822, and
BIOALLIANCE PHARMA SA , a French société anonyme ( “BioAlliance” ), having an address of 49, boulevard du Général
Martial Valin, 1st Floor 75015 Paris, France.
WHEREAS, NovaDel develops pharmaceutical products with a focus on developing oral spray formulations of a broad
range of marketed treatments for serious diseases, and NovaDel has developed expertise and acquired proprietary rights related
to Licensed Product (as defined below);
WHEREAS, BioAlliance has expertise in licensing, developing, marketing and distributing certain pharmaceutical
products, and wishes to develop and market the Licensed Product as further described herein; and
WHEREAS, NovaDel desires to grant a license to BioAlliance, and BioAlliance desires to accept a license, with regard
to Licensed Product in the Territory on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
For the purposes of this Agreement, the following words and phrases shall have the following meanings, unless otherwise
specifically provided herein:
1.2 “Affiliate” shall mean, with respect to any Entity, any other Entity that directly or indirectly through one or
more intermediaries, controls, is controlled by or is under common control with