January 28,
2011

    


    Chardan
Capital Markets, LLC

    17 State
Street

    Suite
1600

    New York,
NY 10004

    


    Re:  Registered
Direct Financing

    


    Ladies
and Gentlemen:

        

    This
letter agreement (this “Agreement”) confirms our understanding and the terms and
conditions under which Chardan Capital Markets, LLC (“Chardan”) shall introduce
Adeona Pharmaceuticals, Inc., (the “Company”) to one or more investors (each an
“Investor” and together the “Investors”).  This Agreement relates
exclusively to the proposed offering of up to 2 million shares of common stock
securities of the Company (the “Securities”) pursuant to one or more
subscription or purchase agreements to the extent entered into by the Company on
or before the two week anniversary hereof (the “Offering”). The terms of such
Offering and the Securities shall be mutually agreed upon by the Company and the
Investors.

     

    The term
of this engagement shall begin on the date hereof and shall continue for two (2)
weeks or until earlier terminated by the final closing of the
Offering.

     

    As
exclusive consideration of the services rendered by Chardan under this
Agreement, the Company agrees to pay Chardan, upon the successful completion of
the initial closing of the Offering (the “Initial Closing”) and out of the
closing escrow (or other means acceptable to Chardan and Company) the following
fees and other compensation:

    


    
      	
              (A)

            	
              a
      cash fee equal to 6.0% of the gross proceeds raised in the Offering,
      payable immediately upon such closing. All such fees will be contingent
      upon the successful completion and closing of the
  Offering.

            


    

    


    
      	
              (B)

            	
              Chardan
      will be responsible for its own expenses, except for the reimbursement of
      $5,000 for legal fees.

            


    

    


    Except as
contemplated by the terms hereof, or as required by applicable law or pursuant
to an order entered or subpoena issued by a court of competent jurisdiction,
Chardan shall keep confidential all material non-public information provided to
it by the Company, and shall not disclose such information to any third party,
other than such of its employees and advisors as Chardan determines to have a
need to know.  Chardan shall use its reasonable best efforts to ensure
that its employees and advisors adhere to these confidentiality provisions as if
such persons were original parties hereto.

    


    This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to conflicts of law principles. Any dispute
arising out of this Agreement shall be adjudicated in the courts of the State of
New York or in the federal courts sitting in the Southern District of New York,
and each of the parties hereto agrees that service of process upon it by
registered or certified mail at its address set forth herein shall be deemed
adequate and lawful.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Chardan
Capital Markets, LLC

    January
28, 2011

    Page 2 of
2

    


    Chardan
shall be a third party beneficiary to the Common Stock Purchase Agreement, dated
January 28, 2011, by and among the Company and the Investors with respect to the
opinion delivered in Section 3 and Section 7(ii) and may rely on such provisions
as if Chardan were a party thereto. Except as otherwise set forth in this
Agreement, this Agreement constitutes the entire understanding and agreement
between the parties hereto with respect to its subject matter and there are no
agreements or understandings with respect to the subject matter hereof which are
not contained in this Agreement. This Agreement may be modified only in writing
signed by the party to be charged hereunder.

    


     If
the foregoing correctly sets forth our agreement, please confirm this by signing
and returning to us the duplicate copy of this letter.

    


    
      
        	
                Very
      truly yours,

              
	 
      
	
                Adeona
      Pharmaceuticals, Inc.

              
	 
      
	
                By:  

              	
                      

              
	 
      	
                Name:  James
      S. Kuo, M.D., M.B.A.

              
	 
      	
                Title:    Chairman
      and CEO

              
	 
      
	
                Chardan
      Capital Markets, LLC

              
	 
      
	
                By:

              	
                      

              
	 
      	
                Name:

              
	 
      	
                Title: