Exhibit 10.1


EXECUTION VERSION


TERMINATION AGREEMENT AND MUTUAL RELEASE


          This
TERMINATION AGREEMENT AND MUTUAL RELEASE (this “Agreement”) is made and
entered into by and among Par Pharmaceutical, Inc., a Delaware corporation (“Par”),
Talon Therapeutics, Inc. (formerly Hana Biosciences, Inc.) a Delaware
corporation (“Talon”), and NovaDel Pharma, Inc., a Delaware corporation
(“NovaDel”), effective as of January 16, 2012 (the “Effective Date”).
Each of Par, Talon and NovaDel are referred to herein as a “Party” and
together as the “Parties”. 


          WHEREAS, TALON and NovaDel are parties to
the Amended and Restated License and Development Agreement dated as of July 31,
2007 (the “License and Development Agreement”);


          WHEREAS, TALON, NovaDel and Par
Pharmaceutical, Inc., a Delaware corporation (“PAR”), are parties to the
Product Development and Commercialization Sublicense Agreement dated as of July
31, 2007 (the “Product Development Agreement”);


          WHEREAS, the Parties wish to terminate the
Product Development Agreement; and


          NOW, THEREFORE, in consideration of the
premises and of the mutual agreements and covenants hereinafter set forth, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby agree as follows:


ARTICLE
I


DEFINITIONS;
INTERPRETATION


          1.1 Certain Definitions. For purposes of
this Agreement, “Claims” means any and all claims, demands, obligations,
losses, judgments, damages, causes of action, costs, expenses, attorneys’ fees
and liabilities of any nature whatsoever, whether based on contract, tort,
statutory or other legal or equitable theory of recovery, whether known or
unknown, suspected or claimed, and “Third Party” means any Person other
than Par, Talon or NovaDel and their respective Affiliates. Capitalized terms
used but not defined herein shall have the meanings ascribed to such terms in
the Product Development Agreement.


          1.2 Construction. As used in this
Agreement, unless the context otherwise requires, words denoting any gender
shall include all genders, words describing the singular shall include the
plural and vice versa, the words “hereof”, “herein” and “hereunder” and words
of similar import shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, words denoting natural persons shall
include corporations, partnerships and other entities, and vice versa; and the
words “includes” or “including” shall mean “including without limitation.”
Unless otherwise specified herein, all references to Articles and Sections
refer to articles and sections of this Agreement. 





ARTICLE
II


TERMINATION
OF THE PRODUCT DEVELOPMENT AGREEMENT


          The
Parties agree and confirm that the Product Development Agreement is hereby
terminated and is of no further force and effect. Each of the Parties agrees
that, except as otherwise provided in this Agreement, none of the terms,
conditions or obligations of the Product Development Agreement shall survive termination,
that all rights and licenses granted to Par under the Product Development
Agreement shall automatically and immediately terminate and shall revert to the
Parties as set forth in the License and Development Agreement as of the
Effective Date and that this Agreement supersedes any and all of the terms of
the Product Development Agreement. The Parties agree that the confidentiality
obligations of the Parties contained in Article 9 of the Product Development
Agreement shall apply to all Confidential Information of a Party disclosed to
the other Party pursuant to this Agreement as if such Confidential Information
had been disclosed under the Product Development Agreement, that all references
to “this Agreement” in Article 9 of the Product Development Agreement shall be
deemed to include this Agreement, and that the confidentiality obligations of
the Parties contained in Article 9 of the Product Development Agreement shall
remain binding on each of the Parties in accordance with its terms.


ARTICLE
III


RETURN
OF INFORMATION AND ASSIGNMENT


          Within
a thirty (30) days following the Effective Date, Par shall return to NovaDel
any and all data, files, records and other materials in its possession or
control that relate to the Licensed Technology or contain or comprise
Information and Inventions or other Confidential Information (except one copy
of each that may be retained for archival purposes). Par hereby represents and
warrants that: (A) there is no Regulatory Documentation or other Information and
Inventions in the possession or Control of Par or its Affiliates that relate to
the Exploitation of the Licensed Product, and (B) there are no
Agreement-Related Assets. Par hereby assigns to NovaDel all of its rights,
title and interest in and to all Information and Inventions created,
discovered, conceived, reduced to practice, or developed by Par or its
Affiliates during the Term, in each case that relate solely to the research and
development of the Licensed Product and Licensed Process carried out by Par
under the Development Plan, and shall enter into and execute all reasonable and
appropriate assignments, transfers, or other agreements necessary to perfect
NovaDel’s title thereto.


ARTICLE
IV


MUTUAL
RELEASE OF ALL CLAIMS


          4.1 Release by Par. Subject to the terms
and conditions of this Agreement, Par, on behalf of itself, its Affiliates,
subsidiaries, officers, directors, employees, agents, attorneys, accountants,
insurers, representatives, successors and assigns, hereby releases and forever
discharges Talon and NovaDel and their respective past and present Affiliates,
subsidiaries, officers, directors, partners, principals, equityholders,
employees, agents, attorneys, accountants, insurers, representatives,
successors, heirs and assigns (collectively, the “Par Released Parties”),






from any and all Claims
that Par or any Affiliate of Par has, had or claims to have against any or all
of the Par Released Parties arising directly or indirectly from any act,
omission, event or transaction occurring on or prior to the Effective Date that
relate to, arise from, or are in any manner connected to the Product
Development Agreement, whether accrued or not; provided, however,
that nothing in this Section 4.1 shall be deemed to affect the enforceability
of, or the Parties’ rights and obligations under this Agreement.


          4.2 Release by NovaDel. Subject to the
terms and conditions of this Agreement, NovaDel, on behalf of itself, its
Affiliates, subsidiaries, officers, directors, employees, agents, attorneys,
accountants, insurers, representatives, successors and assigns, hereby releases
and forever discharges Par and Talon and their respective past and present
Affiliates, subsidiaries, officers, directors, partners, principals,
equityholders, employees, agents, attorneys, accountants, insurers,
representatives, successors, heirs and assigns (collectively, the “NovaDel
Released Parties”), from any and all Claims that NovaDel or any Affiliate
of NovaDel has, had or claims to have against any or all of the NovaDel
Released Parties arising directly or indirectly from any act, omission, event
or transaction occurring on or prior to the Effective Date that relate to,
arise from, or are in any manner connected to the Product Development
Agreement, whether accrued or not; provided, however, that
nothing in this Section 4.2 shall be deemed to affect the enforceability of, or
the Parties’ rights and obligations under this Agreement.


          4.3 Release by Talon. Subject to the terms
and conditions of this Agreement, Talon, on behalf of itself, its Affiliates,
subsidiaries, officers, directors, employees, agents, attorneys, accountants,
insurers, representatives, successors and assigns, hereby releases and forever
discharges Par and NovaDel and their respective past and present Affiliates,
subsidiaries, officers, directors, partners, principals, equityholders,
employees, agents, attorneys, accountants, insurers, representatives,
successors, heirs and assigns (collectively, the “Talon Released Parties”),
from any and all Claims that Talon or any Affiliate of Talon has, had or claims
to have against any or all of the Talon Released Parties arising directly or
indirectly from any act, omission, event or transaction occurring on or prior
to the Effective Date that relate to, arise from, or are in any manner
connected to the Product Development Agreement, whether accrued or not; provided,
however, that nothing in this Section 4.3 shall be deemed to affect the
enforceability of, or the Parties’ rights and obligations under this Agreement.


          4.4 Asserting Claims. Each Party hereby
irrevocably covenants to refrain from, directly or indirectly, asserting any
claim or demand, or commencing, instituting or causing to be commenced any
proceeding of any kind, against the other Parties based upon any matter
purported to be released hereby by such Party.


          4.5 Harm to Reputation and Business. Each
Party agrees to act in good faith toward the other Parties so as not to harm
the reputation and business of the other Parties in any way, which obligations
shall include, but not be limited to, each Party’s promise that it will not in
any way, directly or indirectly disparage or otherwise criticize the services,
business, integrity, truthfulness or reputation of the other Parties. The
Parties agree not to make any unfavorable or disparaging remarks about the
other to any Third Parties. 





ARTICLE
V


REPRESENTATIONS
AND WARRANTIES


          5.1 Representations and Warranties of the Parties.
Each Party hereby represents and warrants to the other Parties that: (a) such
Party has full power and authority to enter into this Agreement and to perform
its obligations hereunder; and (b) the execution, delivery and performance of
this Agreement do not conflict with any other agreement or arrangement to which
such Party is a party or by which it is or its assets are bound or any law,
regulation or order to which such Party is subject.


          5.2 Further Representations and Warranties of NovaDel.
NovaDel hereby represents and warrants that (a) it is not aware of any pending
or threatened action, suit, proceeding, claim, arbitration, litigation or
investigation (each, an “Action”), and has not received any
communication, that alleges that NovaDel’s activities have breached or violated
the terms and conditions of the Product Development Agreement or this Agreement
and (b) NovaDel does not intend to use the information or data provided by Par
to support an application for Regulatory Approval of the Licensed Product.


          5.3 Further Representations and Warranties of Par.
Par hereby represents and warrants that it is not aware of any pending or
threatened Action, and has not received any communication, that alleges that
Par’s activities have breached or violated the terms and conditions of the Product
Development Agreement or this Agreement (other than any communications received
from NovaDel). 


          5.4 Further Representations and Warranties of Talon.
Talon hereby represents and warrants that (a) it is not aware of any pending or
threatened Action, and has not received any communication, that alleges that
Talon’s activities have breached or violated the terms and conditions of the
Product Development Agreement or this Agreement (other than any communications
received from NovaDel) and (b) Talon does not intend to use the information or
data provided by Par to support an application for Regulatory Approval of the
Licensed Product.


ARTICLE
VI


MISCELLANEOUS
PROVISIONS


          6.1 Notices. Any notices given under this
Agreement shall be in writing, addressed to the Parties at the following
addresses, and delivered by person, by facsimile transmission followed by U.S.
Mail, return receipt requested, or by FedEx or other reputable national courier
service. Any such notice shall be deemed to have been given as of the day of
personal delivery, on the day sent by facsimile transmission with electronic
confirmation of successful transmission (if before 5:00 p.m. local time on a
business day, and otherwise it shall be deemed given on the subsequent business
day), or on the day of delivery to the other Party confirmed by the courier
service.









	
  

 	
  

 
	
 In the case of Par:

 	
 Par Pharmaceutical, Inc.

 300 Tice Boulevard

 Woodcliff Lake, NJ 07677

 Attn: General Counsel

 Fax: (201) 802-4600

 
	
  

 	
  

 
	
 In the case of NovaDel:

 	
 NovaDel Pharma, Inc.

 1200 Route 22 East, Suite 2000

 Bridgewater, NJ 08807

 Attn: President

 Fax: (908) 203-4744

 
	
  

 	
  

 
	
 with a copy (which shall not 

 constitute notice) to:

 	
 Morgan, Lewis & Bockius LLP

 502 Carnegie Center

 Princeton, NJ 08540

 Attn: Emilio Ragosa, Esq.

 Fax: (609) 919-6701

 
	
  

 	
  

 
	
 In the case of Talon:

 	
 Talon Therapeutics, Inc.

 2207 Bridgepoint Parkway, Suite 250

 San Mateo, California 94404

 Attention: Chief Executive Officer

 Fax: (650) 588-2787

 
	
  

 	
  

 
	
 with a copy (which shall not 

 constitute notice) to:

 	
 Fredrikson & Byron, P.A.

 200 South Sixth Street, Suite 4000

 Minneapolis, Minnesota 55402

 Attention: Christopher J. Melsha, Esq.

 Fax: (612) 492-7077

 


          6.2 Parties to Bear Own Costs and Attorneys’ Fees. Except as otherwise set forth herein, each Party will bear its own costs and
expenses, including attorneys’ fees, incurred by it in the negotiation of this
Agreement and the transactions and other agreements contemplated hereby. 


          6.3 Entire Agreement. This Agreement
represents and contains the entire agreement and understanding among the
Parties with respect to the subject matter of this Agreement, and supersedes
any and all prior oral and written agreements and understandings relating
thereto. No representation, warranty, condition, understanding or agreement of
any kind with respect to the subject matter shall be relied upon by the Parties
except those contained herein. This Agreement may not be amended or modified
except by a written agreement signed by each Party. 





          6.4 Advice of Counsel. Each Party
acknowledges and represents that it has sought and obtained the legal advice of
its own chosen attorneys and that the terms of this Agreement have been
completely read and are fully understood and voluntarily accepted by it. 


          6.5 Counterparts. This Agreement may be
executed in any number of counterparts and by facsimile, pdf or electronic
signature, each of which shall be deemed an original, and all of which together
shall be deemed one and the same instrument. 


          6.6 Attorneys’ Fees. In the event
litigation is necessary to enforce a provision or provisions of this Agreement,
all reasonable, out-of-pocket costs, expenses and attorneys’ fees shall be paid
by the non–prevailing Party or Parties to the prevailing Party or Parties, in
each case as determined by a court of competent jurisdiction in a final,
non-appealable order.


          6.7 Binding Effect. This Agreement will be
binding on and inure to the benefit of the Parties and their respective heirs,
legal representatives, successors and assigns.


          6.8 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of New
Jersey, excluding any conflicts or choice of law rule or principle that might
otherwise refer construction or interpretation of this Agreement to the
substantive law of another jurisdiction. 


          6.9 Headings. Headings of the Articles,
Sections and subsections of this Agreement are for reference purposes only and
do not constitute terms or conditions of this Agreement and shall not limit or
affect the terms and conditions hereof.


          6.10 Severability. If any provision of this
Agreement or its application to any Person or circumstance is held invalid or
unenforceable to any extent, the remainder of this Agreement and the
application of such provision to other Persons or circumstances will not be
affected thereby, and such provision will be enforced to the greatest extent
permitted by law. 


          6.11 Further Assurances. In connection with
this Agreement and the transactions contemplated thereby, each Party will
execute and deliver any additional documents and instruments and perform any
additional acts that may be reasonably necessary or appropriate to effectuate
and perform the provisions of this Agreement and such transactions.


          6.12 Waiver. The failure of either Party to
enforce at any time a provision or part thereof of this Agreement, or the
failure to require at any time performance by the other Party of any provision
or part thereof of this Agreement, shall in no way constitute a present or
future waiver of such provision or part thereof, nor in any way affect the
right of either Party to enforce each and every provision of this Agreement.


          6.13. Effectiveness. This Agreement shall
become effective upon the Effective Date. 


 [Signature page follows]





EXECUTION VERSION


          IN
WITNESS WHEREOF, the undersigned Parties have executed this Agreement effective
as of the Effective Date.


	
  

 	
  

 	
  

 
	
  

 	
 PAR PHARMACEUTICAL, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Thomas Haughey

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:  Thomas Haughey

 
	
  

 	
  

 	
 Title:    EVP and General Counsel

 
	
  

 	
  

 	
  

 
	
  

 	
 NOVADEL PHARMA, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Steven B. Ratoff

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:  Steven B. Ratoff

 
	
  

 	
  

 	
 Title:    Chief Executive Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 TALON THERAPEUTICS, INC. 

 
	
  

 	
  (f/k/a HANA BIOSCIENCES, INC.)

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Steven Deitcher, M.D.

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:  Steven Deitcher, M.D.

 
	
  

 	
  

 	
 Title:    President and CEO