Exhibit
      10.19

     

    JOINT
      VENTURE AGREEMENT

     

    THIS
      JOINT VENTURE AGREEMENT (this “Agreement”)
      is
      entered into as of January 31, 2008 by and between Manhattan Pharmaceuticals,
      Inc., a Delaware corporation (“MHA”)
      and
      Nordic Biotech Venture Fund II K/S, a Danish limited liability partnership
      (“Nordic”).

     

    WITNESSETH:

     

    WHEREAS,
      MHA and Nordic wish to enter into a joint venture arrangement by which Nordic
      contributes capital to a newly formed limited partnership known as Hedrin
      Pharmaceuticals K/S or such other name as is selected by MHA and Nordic
      (“Newco”),
      and
      MHA assigns and contributes the Assets (as defined below) to Newco;

    


    WHEREAS,
      upon the consummation of the transactions contemplated by the Contribution
      Agreement (as defined below), and the execution and delivery by each of MHA
      and
      Nordic of the Partnership Agreement, MHA will own 50% of the partnership shares
      of Newco and Nordic will own 50% of the partnership shares of Newco (as such
      interest may be constituted from time to time, including as reduced pursuant
      to
      the terms hereof, the “Nordic
      Interest”);

    


    WHEREAS,
      MHA desires to grant to Nordic a put option with respect to the Nordic Interest,
      and Nordic desires to grant to MHA a call option with respect to the Nordic
      Interest, each in accordance with the terms and conditions of this Agreement,
      which shall be effective as of the Closing Date (as defined below);
      and

    


    WHEREAS,
      in consideration of the execution and delivery of this Agreement and the
      consummation of the transactions contemplated hereby, MHA will (i) grant a
      warrant to purchase the Warrant Shares (as defined below) to Nordic and (ii)
      nominate a Nordic representative to MHA’s board of directors.

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the parties hereto hereby agree as
      follows:

    


    1. Definitions.
      The
      following terms shall have the following meanings given to them:

     

    “Additional
      Agreements”
means
      the Contribution Agreement, the Partnership Agreement, the Services Agreement,
      the Warrant, the Registration Rights Agreement and any officer’s certificate
      delivered at the Closing.

     

    “Adjusted
      Transaction Price”
means
      the Transaction Price as adjusted in accordance with Section 5 hereof.


     

    “Assets”
means
      that term as defined in the Contribution Agreement.

    


    “Business
      Day”
means
      any day except Saturday, Sunday and any day that is a federal legal holiday
      or a
      day on which banking institutions in the state of New York are authorized or
      required by law or other governmental action to close.

     

    “Call
      Closing”
shall
      have the meaning set forth in Section 4.3 of this Agreement.

     

    “Call
      Closing Date”
shall
      have the meaning set forth in Section 4.3 of this Agreement.


    
      
        
        

      

      
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    “Call
      Consideration”
means
      a
      number of shares of Common Stock determined in accordance with the following
      formula:

     

    (Investment
      Amount)*(1 - Call Reduction Factor)

    (Adjusted
      Transaction Price)

     

    “Call
      Event”
means
      the occurrence of thirty consecutive business days on which the closing sale
      price of the Common Stock as reported on the Trading Market exceeds seven and
      a
      half times the Transaction Price (the “Threshold
      Price”).

     

    “Call
      Notice”
shall
      have the meaning set forth in Section 4.1 of this Agreement.

     

    “Call
      Option”
shall
      have the meaning set forth in Section 4.1 of this Agreement.

     

    “Call
      Reduction Factor”
shall
      have the meaning set forth in Section 4.3 of this Agreement.

     

    “Common
      Stock”
means
      the common stock of MHA, par value $0.001 per share, and any other class of
      securities into which such securities may hereafter be reclassified or changed
      into.

     

    “Common
      Stock Equivalents”
means
      any securities of MHA which would entitle the holder thereof to acquire at
      any
      time Common Stock, including, without limitation, any debt, preferred stock,
      rights, options, warrants or other instrument that is at any time convertible
      into or exercisable or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock. 

     

    “Contribution
      Agreement”
means
      that certain Assignment and Contribution Agreement to be entered into by and
      between MHA and Nordic in the form attached hereto as Exhibit
      A.

     

    “Conversion
      Factor”
means
      (i) 1.00 at such time as Nordic Distributions are less than the Investment
      Amount, (ii) 1.25 at such time as Nordic Distributions are less than two times
      the Investment Amount but greater than or equal to the Investment Amount, (iii)
      1.50 at such time as Nordic Distributions are less than three times the
      Investment Amount but greater than or equal to two times the Investment Amount,
      (iv) 2.00 at such time as Nordic Distributions are less than four times the
      Investment Amount but greater than or equal to three times the Investment
      Amount, and (v) 3.00 at such time as Nordic Distributions are greater than
      or
      equal to four times the Investment Amount.

    


    “Conversion
      Percentage”
means
      the percentage of the Nordic Interest that Nordic chooses to put pursuant to
      the
      Put Option set forth in Section 3.1.

     

    “Conversion
      Shares”
means
      the shares of Common Stock issuable upon exercise of the Warrants, the Put
      Option and the Call Option.

     

    “Disclosure
      Schedules”
means
      the Disclosure Schedules of MHA delivered concurrently herewith.

     

    “Exempt
      Issuance”
means
      the issuance of (a) shares of Common Stock or options to employees, officers
      or
      directors of MHA pursuant to any stock or option plan in effect on the date
      hereof or hereafter duly adopted for such purpose by a majority of the
      non-employee members of the Board of Directors of MHA or a majority of the
      members of a committee of non-employee directors, (b) securities upon the
      exercise or exchange of or conversion of any securities issued hereunder and/or
      other securities exercisable or exchangeable for or convertible into shares
      of
      Common Stock issued and outstanding on the date hereof, provided that such
      securities have not been amended since the date hereof to increase the number
      of
      such securities or to decrease the exercise, exchange or conversion price of
      such securities, (c) securities issued pursuant to acquisitions or strategic
      transactions approved by a majority of the disinterested directors of MHA,
      but
      shall not include a transaction in which MHA is issuing securities primarily
      for
      the purpose of raising capital or to an entity whose primary business is
      investing in securities, and (d) less than 50,000 shares of Common Stock
      (subject to adjustment for stock splits, stock combinations, and the like),
      in
      the aggregate, which do not otherwise meet the conditions of clauses (a), (b)
      or
      (c) of this definition. 


    
      
        
        

      

      
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    “General
      Partner”
means
      a
      Danish private limited company that is the general partner of
      Newco.

     

    “Investment
      Amount”
means
      $2,500,000 if the Milestone Payment has not occurred, and $5,000,000 if the
      Milestone Payment has occurred.

     

    “Maximum
      Return Date”
means
      the later to occur of (i) the date that is thirty days after the date that
      Nordic Distributions exceed five times the Investment Amount, and (ii) the
      date
      that is ten days after the Nordic Distributions exceed five times the Investment
      Amount and MHA has provided written notice thereof to Nordic.

     

    “Milestone
      Payment”
means
      the payment by Nordic of an additional $2,500,000 to Newco after the
      satisfaction of the Payment Milestone (as defined in the Contribution
      Agreement).

     

    “Nordic
      Distributions”
means
      aggregate dividends or distributions from Newco actually received by
      Nordic.

     

    “Partnership
      Agreement”
means
      the Limited Partnership Agreement to be entered into by Nordic, MHA and the
      General Partner in the form attached hereto as Exhibit
      B.

    


    “Person”
means
      any individual, corporation, general or limited partnership, limited liability
      company, joint venture, estate, trust, association, organization, labor union,
      or other entity or governmental body.

     

    “Proceeding”
means
      any action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Put
      Consideration”
means
      a
      number of shares of Common Stock determined in accordance with the following
      formula:

     

    (Investment
      Amount)*(Conversion Percentage)

    (Adjusted
      Transaction Price)*(Conversion Factor)

     

    “Put
      Closing”
shall
      have the meaning set forth in Section 3.2 of this Agreement.

     

    “Put
      Closing Date”
shall
      have the meaning set forth in Section 3.2 of this Agreement.

     

    “Put
      Notice”
shall
      have the meaning set forth in Section 3.1 of this Agreement.

     

    “Put
      Option”
shall
      have the meaning set forth in Section 3.1 of this Agreement.

     

    “Registration
      Rights Agreement”
means
      that certain Registration Rights Agreement to be entered into by and between
      MHA
      and Nordic in the form attached hereto as Exhibit
      C.


    
      
        
        

      

      
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    “Representative”
means
      with respect to a particular Person, any director, officer, employee, agent,
      consultant, advisor, or other representative of such Person, including legal
      counsel, accountants, and financial advisors.

     

    “Securities”
means,
      collectively, the Warrant and the Put Option.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Trading
      Day”
means
      any day on which the principal national securities exchange on which the Common
      Stock is admitted to trading or listed is open for trading, or if there is
      no
      such exchange or market, then any day except Saturdays, Sundays or federal
      holidays. 

     

    “Trading
      Market”
means
      whichever of the New York Stock Exchange, the American Stock Exchange, the
      Nasdaq Global Market, the Nasdaq Global Select Market, the Nasdaq Capital Market
      or the OTC Bulletin Board on which the Common Stock is listed or quoted on
      the
      date in question.

     

    “Transaction
      Price”
means
      $0.14, as adjusted for stock dividends, combinations, stock splits,
      recapitalizations and reorganizations.

     

    “Warrant
      Shares”
means
      7,142,857 shares of Common Stock.

    


    2. Joint
      Venture Closing.

    


    2.1 Closing
      Mechanics.
      The
      closing shall be held on February 18, 2008, or such earlier date as MHA and
      Nordic agree following the satisfaction or waiver of the closing conditions
      set
      forth in Section 2.3 hereof (the “Closing
      Date”).
      The
      Closing shall occur at the offices of MHA. 

     

    2.2 Deliveries.

     

    (a) Upon
      satisfaction or waiver of all conditions of Nordic to the Closing, Nordic
      shall:

     

    (i) execute
      and deliver the Partnership Agreement and capitalize Newco in accordance with
      the terms thereof;

     

    (ii) execute
      and deliver the Shareholders Agreement attached hereto as Exhibit
      D
      and
      capitalize the General Partner in accordance with the terms
      thereof;

     

    (iii) cause
      Newco to execute, deliver and perform under the Contribution
      Agreement;

     

    (iv) cause
      Newco to execute and deliver the Services Agreement, in the form attached hereto
      as Exhibit
      E
      (the
“Services
      Agreement”);

     

    (v) execute
      and deliver the Registration Rights Agreement; and

     

    (vi) pay
      US$150,000 to MHA in consideration of the right to the issuance of the Warrant
      in the form attached hereto as Exhibit
      F
      for the
      Warrant Shares (the “Warrant”) pursuant to Section 3.3.


    
      
        
        

      

      
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    (b) Upon
      satisfaction or waiver of all conditions of MHA to the Closing, MHA
      shall:

     

    (i) execute
      and deliver the Partnership Agreement and capitalize Newco in accordance with
      the terms thereof;

     

    (ii) execute
      and deliver the Shareholders Agreement attached hereto as Exhibit
      C
      and
      capitalize the General Partner in accordance with the terms
      thereof;

     

    (iii) execute,
      deliver and perform under the Contribution Agreement;

     

    (iv) execute
      and deliver the Services Agreement; and

    


    (v) execute
      and deliver the Registration Rights Agreement.

    


    2.2 Closing
      Conditions.

     

    (a) MHA’s
      obligations in connection with the Closing hereunder are subject to the
      fulfillment on or prior to the Closing of the following conditions, which
      conditions may be waived at the option of MHA to the extent permitted by
      law:

    


    


    (i) Representations
      and Warranties Correct.
      The
      representations and warranties made by Nordic in Section
      7
      hereof
      shall be true and correct when made, and shall be true and correct in all
      material respects (if not qualified by materiality) and all respects (if
      qualified by materiality) on and as of the Closing Date (except for any
      representation or warranty that speaks as of a specific date, which shall be
      true and correct as of such date).

     

    (ii) Covenants.
      All
      covenants, agreements and conditions contained in this Agreement to be performed
      by Nordic on or prior to the Closing Date shall have been performed or complied
      with in all material respects.

     

    (iii) Closing
      Certificate.
      MHA
      shall have received a certificate executed by an officer of Nordic certifying
      that each of the conditions described in Sections 2.2(a)(i) and (ii) of this
      Agreement have been satisfied as of the Closing Date.

     

    (iv) No
      Legal Order Pending.
      There
      shall not then be in effect any legal or other order enjoining or restraining
      the transactions contemplated by this Agreement.

     

    (b) Nordic’s
      obligations in connection with the Closing hereunder are subject to the
      fulfillment on or prior to the Closing of the following conditions, which
      conditions may be waived at the option of each Nordic to the extent permitted
      by
      law:

     

    (i) Representations
      and Warranties Correct.
      The
      representations and warranties made by MHA in Section
      8
      hereof
      shall be true and correct when made, and shall be true and correct in all
      material respects (if not qualified by materiality) and all respects (if
      qualified by materiality) on and as of the Closing Date (except for any
      representation or warranty that speaks as of a specific date, which shall be
      true and correct as of such date).


    
      
        
        

      

      
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    (ii) Covenants.
      All
      covenants, agreements and conditions contained in this Agreement to be performed
      by MHA on or prior to the Closing Date shall have been performed or complied
      with in all material respects.

     

    (iii) Closing
      Certificate.
      Nordic
      shall have received a certificate executed by the chief executive officer or
      chief financial officer of MHA certifying that each of the conditions described
      in Sections 2.2(b)(i) and (ii) of this Agreement have been satisfied as of
      the
      Closing Date.

     

    (iv) No
      Legal Order Pending.
      There
      shall not then be in effect any legal or other order enjoining or restraining
      the transactions contemplated by this Agreement.

     

    (v) Legal
      Opinion.
      Nordic
      shall have received an opinion of counsel to MHA in a form reasonably acceptable
      to Nordic that contains the opinions set forth in Exhibit
      G.
      

     

    (vi) Consent
      of Third Parties.
      MHA
      shall have received all requisite consents and approvals of all third parties
      whose consent or approval is required in order for each of MHA and Nordic to
      consummate the transactions contemplated by this Agreement.

    


    (vii) Approval
      of MHA’s Board of Directors and Stockholders.
      MHA’s
      Board of Directors, and if necessary, MHA’s stockholders, shall have approved
      the transactions contemplated by this Agreement.

     

    (viii) Due
      Diligence.
      The
      results of Nordic’s financial, technical and legal due diligence of MHA, the
      Securities and the Assets shall be satisfactory to Nordic in its commercially
      reasonable discretion. 

     

    (ix) Material
      Adverse Effect.
      There
      shall be no Material Adverse Effect, and since the date of this Agreement,
      there
      shall have been no Material Adverse Effect.

     

    (x) Registration
      Rights.
      Any
      outstanding registration rights relating to MHA securities shall have been
      subordinated to the rights of Nordic under the Registration Rights
      Agreement.

     

    (xi) Shareholder
      Notice.
      MHA
      shall have satisfied all of the requirements of Section 710(b) of the Amex
      Company Guide of the American Stock Exchange, if applicable, including the
      submission of the written application to the Exchange’s Listing Qualifications
      Department, the notice to MHA’s shareholders and the public announcement of the
      transaction.

     

    3. Put
      Option.

    


    3.1 At
      any
      time or times after the Closing Date and prior to the earlier of the Maximum
      Return Date and the tenth anniversary of the Closing Date, Nordic may, by
      written notice to MHA (the “Put
      Notice”),
      elect
      to sell to MHA (and MHA hereby agrees to purchase from Nordic) all or a part
      of
      the Nordic Interest, as specified in the Put Notice, for the Put Consideration
      (the “Put
      Option”).
      

     

    3.2 The
      closing of the Put Option (the “Put
      Closing”)
      shall
      take place simultaneously with the receipt by MHA of the Put Notice together
      with certificates evidencing the portion of the Nordic Interest being put,
      together with assignments, duly executed in blank, in proper form to transfer
      such portion of the Nordic Interest. MHA will, no later than three Trading
      Days
      following the Put Closing, deliver or cause to be delivered to Nordic a
      certificate representing the Put Consideration to Nordic. If such shares do
      not
      require a legend in accordance with this Agreement, the certificates
      representing the Put Consideration shall be transmitted by the transfer agent
      of
      MHA to Nordic by crediting the account of Nordic’s prime broker with the
      Depository Trust Company System.


    
      
        
        

      

      
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    3.3 In
      the
      event that Nordic achieves its Put Option milestone by not exercising its Put
      Option, in whole or in part, on or before April 30, 2008, MHA shall within
      five
      (5) Business Days thereafter issue and deliver the Warrant to
      Nordic.

    


    4. Call
      Option.

    


    4.1 Upon
      the
      occurrence of a Call Event and prior to the fifth anniversary of the Closing
      Date, MHA may, by written notice to Nordic (the “Call
      Notice”),
      elect
      to purchase from Nordic (and Nordic hereby agrees to sell to MHA) portions
      of
      the Nordic Interest for the Call Consideration at the following rate (the
“Call
      Option”):
      

     

    (a) during
      the first thirty-day period following the occurrence of a Call Event, MHA may
      purchase up to 25% of the Nordic Interest;

     

    (b) 
      during
      the second thirty-day period following the occurrence of a Call Event, MHA
      may
      purchase up to 50% of the Nordic Interest less that portion of the Nordic
      Interest previously purchased by MHA pursuant to Section 4.1(a);

     

    (c) during
      the third thirty-day period following the occurrence of a Call Event, MHA may
      purchase up to 75% of the Nordic Interest less that portion of the Nordic
      Interest previously purchased by MHA pursuant to Section 4.1(a) or (b);
      and

     

    (d) during
      the fourth thirty-day period following the occurrence of a Call Event, MHA
      may
      purchase up to 100% of the Nordic Interest less that portion of the Nordic
      Interest previously purchased by MHA pursuant to Section 4.1(a), (b) or
      (c).

     

    4.2 Notwithstanding
      anything to the contrary contained herein, in order to exercise the Call Option,
      the closing sale price of the Common Stock as reported on the Trading Market
      must exceed the Threshold Price on each consecutive trading day from the date
      of
      occurrence of the Call Event until the date of delivery of the Call Notice.
      

     

    4.3 Notwithstanding
      Section 4.1, Nordic may elect to reduce by a percentage specified by Nordic
      (the
“Call
      Reduction Factor”)
      the
      amount of the Nordic Interest that may be called pursuant to the Call Option,
      by
      delivering to MHA, within fifteen days after receipt of the Call Notice, a
      written notice indicating the Call Reduction Factor and agreeing to one of
      the
      following: (i) that the amount of the Nordic Interest that may be put by Nordic
      shall be reduced by the same factor (i.e., the Call Reduction Factor), or (ii)
      that Nordic shall pay an amount, within fifteen days of the date of such notice,
      to MHA equal to $2,000,000 times the Call Reduction Factor.

     

    4.4 The
      closing of the Call Option (the “Call
      Closing”)
      shall
      take place at the offices of MHA at 10:00 a.m. (Eastern Standard Time) on the
      date that is thirty (30) days from the date of the delivery of the Call Notice,
      or such earlier date as MHA and Nordic may agree (the “Call
      Closing Date”).
      At
      the Call Closing, Nordic will deliver to MHA any certificates evidencing the
      portion of the Nordic Interest being called, together with assignments, duly
      executed in blank, in proper form to transfer such portion of the Nordic
      Interest, and MHA shall provide certificates representing the Call Consideration
      to Nordic.


    
      
        
        

      

      
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    5. Adjustments
      to Transaction Price.

     

    5.1  If
      MHA,
      at any time while either of the Put Option or the Call Option remains
      outstanding, shall sell or grant any option, warrant or right to purchase,
      or
      sell or grant any right to reprice its securities, or otherwise dispose of
      or
      issue (or announce any offer, sale, grant or any option to purchase or other
      disposition) any Common Stock or Common Stock Equivalents entitling any Person
      to acquire shares of Common Stock, at an effective price per share less than
      the
      Transaction Price (such lower price, the “Base
      Share Price”
and
      such issuances collectively, a “Dilutive
      Issuance”)
      (if
      the holder of the Common Stock or Common Stock Equivalents so issued shall
      at
      any time, whether by operation of purchase price adjustments, reset provisions,
      floating conversion, exercise or exchange prices or otherwise, or due to
      warrants, options or rights per share which are issued in connection with such
      issuance, be entitled to receive shares of Common Stock at an effective price
      per share which is less than the Transaction Price, such issuance shall be
      deemed to have occurred for less than the Transaction Price on such date of
      the
      Dilutive Issuance), then the Transaction Price shall be reduced and only reduced
      to equal the Base Share Price. If shares of Common Stock or Common Stock
      Equivalents are issued or sold together with other stock or securities or other
      assets of MHA for a consideration which covers both, the effective price per
      share shall be computed with regard to the portion of the consideration so
      received that may be reasonably determined in good faith by the Board of
      Directors, to be allocable to such Common Stock or Common Stock Equivalents.
      Such adjustment shall be made whenever such Common Stock or Common Stock
      Equivalents are issued. Notwithstanding the foregoing, no adjustments shall
      be
      made, paid or issued hereunder in respect of an Exempt Issuance.

     

    5.2 MHA
      shall
      notify Nordic in writing, no later than the day following the issuance of any
      Common Stock or Common Stock Equivalents subject to this Section, indicating
      therein the applicable issuance price, or applicable reset price, exchange
      price, conversion price and other pricing terms (such notice the “Dilutive
      Issuance Notice”).
      For
      purposes of clarification, whether or not MHA provides a Dilutive Issuance
      Notice pursuant to this Section, upon the occurrence of any Dilutive Issuance,
      after the date of such Dilutive Issuance the Transaction Price shall equal
      the
      Base Share Price regardless of whether Nordic accurately refers to the Base
      Share Price in the Put Notice or MHA accurately refers to the Base Share Price
      in the Call Notice. 

     

    6. Board
      Representation.

     

    6.1 For
      so
      long as Nordic continues to have beneficial ownership of at least ten percent
      (10%) of the outstanding Common Stock of MHA (including shares of Common Stock
      issuable upon exercise of the Put Option, the Call Option and/or the Warrant),
      MHA shall provide Nordic written notice of any shareholder solicitation or
      action relating to the election of directors thirty (30) days prior to providing
      notice of any shareholder meeting or any written consent to MHA’s stockholders.
      After receipt of such notice, Nordic may, by written notice sent to MHA within
      ten (10) days of receipt of such notice, request that MHA nominate, and MHA
      shall nominate, for election to MHA’s Board of Directors (the “Board
      of Directors”),
      in
      connection with such shareholder solicitation or action, one candidate
      designated by Nordic (the “Nordic
      Designee”).
      In
      the event that Nordic shall desire to appoint a Nordic Designee otherwise than
      in connection with a shareholder solicitation or action relating to the election
      of directors, then as soon as practicable upon written notice from Nordic,
      MHA
      shall appoint a Nordic Designee to the Board of Directors. If MHA reasonably
      determines in good faith that any Nordic Designee fails to meet any of the
      criteria for service on the board of directors as set forth by applicable state
      law, the rules and regulations of the Securities and Exchange Commission or
      any
      exchange on which the securities of MHA are then listed, then MHA shall provide
      written notice of such determination (and the reasons therefor) to Nordic and
      provide Nordic the opportunity to either designate an alternative candidate
      or
      re-designate the original candidate if Nordic reasonably determines in good
      faith that MHA’s reasons are invalid.

    


    6.2
       For
      purposes of this Agreement, all shares held by an affiliate (as defined in
      Rule
      405 promulgated under the Securities Act) of Nordic will be deemed to be owned
      by Nordic.


    
      
        
        

      

      
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    6.3 MHA
      shall
      use its best efforts (a) to cause to be voted the shares for which MHA’s
      management or the Board of Directors holds proxies or is otherwise entitled
      to
      vote in favor of the election of the Nordic Designee nominated pursuant to
      this
      Agreement; and (b) to cause the Board of Directors to recommend to its
      shareholders that they vote in favor of the Nordic Designee.

    


    6.4 In
      the
      event that any Nordic Designee shall cease to serve as a director of MHA for
      any
      reason, the Board of Directors of MHA shall fill the vacancy resulting therefrom
      with another Nordic Designee, unless Nordic declines to designate a replacement
      Nordic Designee.

    


    6.5 MHA
      shall
      provide the same compensation and rights and benefits of indemnity to the Nordic
      Designee as are provided to other non-employee directors.

    


    6.6 MHA
      agrees that as of the Closing Date, the size of the Board of Directors shall
      be
      seven members, including the chief executive officer and the Nordic Designee
      (if
      a Nordic Designee shall have been appointed by such time).

    


    7. Representations,
      Warranties and Covenants of Nordic.
       

     

    Nordic
      hereby represents, warrants and covenants, now and as of the Closing Date,
      as
      the case may be, as follows: 

     

    7.1 Nordic
      has all requisite legal power and authority to enter into this Agreement, to
      consummate the transactions contemplated hereby and to carry out and perform
      its
      obligations under the terms of this Agreement. 

     

    7.2 This
      Agreement has been duly executed and delivered by Nordic and constitutes a
      legal, valid and binding obligation of Nordic enforceable against Nordic in
      accordance with its terms, subject to laws of general application relating
      to
      bankruptcy, insolvency and the relief of debtors and rules of law governing
      specific performance, injunctive relief or other equitable remedies, and to
      limitations of public policy. Neither the execution and delivery of this
      Agreement nor the consummation of the transactions contemplated hereby nor
      compliance with any of the provisions hereof will violate or conflict with
      the
      provisions of, or constitute a default under (or give rise to any right of
      termination, cancellation or acceleration under), any agreement, contract or
      other instrument to which Nordic is bound.

     

    7.3 Neither
      the Securities nor the Conversion Shares have not been registered under the
      Securities Act, or any state securities laws, and, except as set forth in
      Registration Rights Agreement, MHA has no present or future obligation to
      register either the Securities or the Conversion Shares under the Securities
      Act
      or any state securities laws. Nordic understands that the offering and sale
      of
      the Securities hereunder is intended to be exempt from registration under the
      Securities Act, by virtue of Section 4(2) thereof and the provisions of
      Regulation D promulgated thereunder, or not subject to such requirement, by
      virtue of Regulation S promulgated under the Securities Act, based, in part,
      upon the representations, warranties and agreements of Nordic contained in
      this
      Agreement.

    


    7.4 Nordic
      has had access to all SEC Reports (as defined below) and has received all other
      documents from MHA requested by Nordic. Nordic has carefully reviewed the SEC
      Reports and all such other documents and understands the information contained
      therein.

     

    7.5 Nordic
      has had a reasonable opportunity to ask questions of and receive answers from
      a
      person or persons acting on behalf of MHA concerning the offering and sale
      of
      the Securities and the business, financial condition, results of operations
      and
      prospects of MHA, and all such questions have been answered to the full
      satisfaction of Nordic. Neither such inquiries nor any other investigation
      conducted by or on behalf of Nordic or its representatives or counsel shall
      modify, amend or affect Nordic’s right to rely on the truth, accuracy and
      completeness of MHA’s representations and warranties contained in this
      Agreement.


    
      
        
        

      

      
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    7.6 In
      evaluating the suitability of an investment in MHA, Nordic has not relied upon
      any representation or other information (oral or written) other than as stated
      in this Agreement. 

     

    7.7 No
      Securities were offered or sold to Nordic by means of any form of general
      solicitation or general advertising, and in connection therewith Nordic did
      not:
      (A) receive or review any advertisement, article, notice or other communication
      published in a newspaper or magazine or similar media or broadcast over
      television or radio whether closed circuit, or generally available; or (B)
      attend any seminar meeting or industry investor conference whose attendees
      were
      invited by any general solicitation or general advertising.

     

    7.8 Nordic
      has taken no action which would give rise to any claim by any person for
      brokerage commissions, finders’ fees or the like relating to this Agreement or
      the transactions contemplated hereby.

     

    7.9 Nordic
      has such knowledge and experience in financial, tax, and business matters,
      and,
      in particular, investments in securities similar to the Securities so as to
      enable Nordic to utilize the information made available to it in connection
      with
      the transactions contemplated by this Agreement to evaluate the merits and
      risks
      of an investment in the Securities and MHA and to make an informed investment
      decision with respect thereto.

     

    7.10 Nordic
      is
      not relying on MHA or any of its employees, officers or agents with respect
      to
      the legal, tax, economic and related considerations as to an investment in
      the
      Securities, and Nordic has relied on the advice of, or has consulted with,
      only
      his own advisors.

     

    7.11 Nordic
      is
      acquiring the Securities solely for Nordic's own account for investment and
      not
      with a view to resale, assignment or distribution thereof, in whole or in part
      in violation of the Securities Act or any applicable state securities laws.
      Nordic has no agreement or arrangement, formal or informal, with any person
      to
      sell or transfer all or any part of the Securities in violation of the
      Securities Act or any state securities laws and Nordic has no plans to enter
      into any such agreement or arrangement. Nordic will not engage in hedging
      transactions with respect to the Securities unless in compliance with the
      registration requirements of the Securities Act.

    


    7.12 Nordic
      must bear the substantial economic risks of the investment in the Securities
      indefinitely because none of the Securities may be sold, hypothecated or
      otherwise disposed of unless subsequently registered under the Securities Act
      and applicable state securities laws or an exemption from such registration
      is
      available. Subject to the terms hereunder, legends shall be placed on the
      Securities to the effect that they have not been registered under the Securities
      Act or applicable state securities laws and appropriate notations thereof will
      be made in MHA’s stock books. 

     

    7.13 Nordic
      has adequate means of providing for its current financial needs and foreseeable
      contingencies and has no need for liquidity of the investment in the Securities
      for an indefinite period of time.

     

    7.14 Nordic
      meets the requirements of the suitability standards for an “accredited investor”
because Nordic is a corporation, partnership, limited liability company, limited
      liability partnership, other entity or similar business trust, not formed for
      the specific purpose of acquiring the Securities, with total assets excess
      of
      $5,000,000 or (ii) is a “non-US Person” that is a “qualified investor” as
      defined in the European Union Prospective Directive. Nordic further represents
      and warrants that it will notify and supply corrective information to MHA
      immediately upon the occurrence of any change occurring prior to MHA's issuance
      of the Securities that renders the representation made in the immediately
      preceding sentence. Nordic represents to MHA that any information which the
      undersigned has heretofore furnished under this Section 7.14 or furnishes to
      MHA
      pursuant to this Section 7.14 is complete and accurate and may be relied upon
      by
      MHA in determining the availability of an exemption from registration under
      Federal and state securities laws in connection with the offering and sale
      of
      the Securities.


    
      
        
        

      

      
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    7.15 Nordic
      is
      able to bear the economic risk of an investment in the Securities and, at the
      present time, has a sufficient net worth to sustain a complete loss of such
      investment in MHA in the event such a loss should occur. Nordic’s overall
      commitment to investments which are not readily marketable is not excessive
      in
      view of its net worth and financial circumstances and the purchase of the Units
      will not cause such commitment to become excessive. 

     

    8. Representations
      and Warranties of MHA.

     

    MHA
      hereby represents and warrants as of the date of this Agreement, and as of
      the
      Closing Date, as the case may be, as follows, subject to the disclosure provided
      in a written disclosure schedule provided to Nordic as of the date of this
      Agreement, if any: 

     

    8.1 Organization,
      Good Standing and Qualification.
      MHA is
      a corporation duly organized, validly existing and in good standing under the
      laws of the State of Delaware and has full corporate power and authority to
      conduct its business as currently conducted. MHA is duly qualified as a foreign
      corporation to do business and is in good standing in every jurisdiction in
      which the property owned or leased by it or the nature of the business conducted
      by it makes such qualification necessary, except to the extent that the failure
      to be so qualified or in good standing would not reasonably be expected to
      have,
      individually or in the aggregate, a material adverse effect on the business,
      operations, conditions (financial or otherwise), properties, assets,
      liabilities, or results of operations of MHA (a “Material
      Adverse Effect”).
      Other
      than Newco, MHA has no Subsidiaries. For purposes of this Section, “Subsidiary”
      means
      any corporation, partnership, limited liability company, association, or other
      business entity in which MHA owns or controls, directly or indirectly, any
      interest, including, without limitation, any joint venture, partnership, or
      similar arrangement. 

    


    8.2 Capitalization.
      The
      authorized capital stock of MHA consists of 150,000,000 shares of Common Stock
      and 1,500,000 shares of preferred stock. As of January 29, 2008, there were
      70,624,232 shares of Common Stock issued and outstanding, all of which are
      duly
      authorized, validly issued, fully paid and non-assessable, and no shares of
      preferred stock outstanding. In addition, as of such date, there are 8,233,838
      shares of Common Stock reserved for issuance pursuant to outstanding options
      and
      8,869,454 shares of Common Stock reserved for issuance pursuant to outstanding
      warrants. All of the securities issued by MHA have been issued in accordance
      with all applicable federal and state securities laws. Other than as set forth
      above, there are no other options, warrants, calls, rights, commitments or
      agreements of any character to which MHA is a party or by which MHA is bound
      or
      obligating MHA to issue, deliver, sell, repurchase or redeem, or cause to be
      issued, delivered, sold, repurchased or redeemed, any shares of the capital
      stock of MHA or obligating MHA to grant, extend or enter into any such option,
      warrant, call, right, commitment or agreement. There are no preemptive rights
      or
      rights of first refusal or similar rights which are binding on MHA permitting
      any Person to subscribe for or purchase from MHA shares of its capital stock
      pursuant to any provision of law, MHA’s Certificate of Incorporation as in
      effect on the date hereof (the “Certificate
      of Incorporation”)
      or
      MHA’s By-laws, as in effect on the date hereof (the “By-laws”)
      or by
      agreement or otherwise. There are no securities or instruments containing
      anti-dilution or similar provisions that will be triggered by the issuance
      of
      the Securities as described in this Agreement. 


    
      
        
        

      

      
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    8.3 Authorization;
      Enforceability.
      MHA has
      all corporate right, power and authority to enter into this Agreement and the
      Additional Agreements, to consummate the transactions contemplated hereby and
      to
      carry out and perform its obligations under the terms of this Agreement and
      the
      Additional Agreements. All corporate action on the part of MHA, its directors
      and stockholders necessary for the (a) authorization execution, delivery and
      performance of this Agreement and the Additional Agreements by MHA; and (b)
      authorization, sale, issuance and delivery of the Securities and the Conversion
      Shares contemplated hereby and the performance of MHA's obligations hereunder
      has been taken (or, with respect to the Additional Agreements, will have been
      taken prior to the Closing). This Agreement has been, and the Additional
      Agreements will be prior to Closing, duly executed and delivered by MHA, and
      this Agreement constitutes, and the Additional Agreements will constitute prior
      to Closing, legal, valid and binding obligations of MHA, enforceable against
      MHA
      in accordance with their terms, subject to laws of general application relating
      to bankruptcy, insolvency and the relief of debtors and rules of law governing
      specific performance, injunctive relief or other equitable remedies, and to
      limitations of public policy. The Securities, when issued and fully paid for
      in
      accordance with the terms of this Agreement, will be validly issued, fully
      paid
      and non-assessable. The Conversion Shares, when issued in accordance with the
      terms of the Warrant, the Put Option or the Call Option, as the case may be,
      will be validly issued, full paid and non-assessable. The issuance and sale
      of
      the Securities and the Conversion Shares contemplated hereby will not give
      rise
      to any preemptive rights or rights of first refusal on behalf of any person
      which have not been waived. 

    


    8.4 No
      Conflict; Governmental Consents.

     

    (a) Except
      as
      would not reasonably be expected to have a Material Adverse Effect, the
      execution and delivery by MHA of this Agreement and the Additional Agreements,
      the consummation of the transactions contemplated hereby and the compliance
      with
      any of the provisions hereof will not result in the violation of any law,
      statute, rule, regulation, order, writ, injunction, judgment or decree of any
      court or governmental authority to or by which MHA is bound, or of any provision
      of the Certificate of Incorporation or By-Laws of MHA, and will not conflict
      with, or result in a breach or violation of, any of the terms or provisions
      of,
      or constitute (with due notice or lapse of time or both) a default under (or
      give rise to any right of termination, cancellation or acceleration under),
      any
      lease, loan agreement, mortgage, security agreement, trust indenture or other
      agreement or instrument to which MHA is a party or by which it is bound or
      to
      which any of its properties or assets is subject, nor result in the creation
      or
      imposition of any lien upon any of the properties or assets of MHA.

     

    (b) Other
      than the approval of the American Stock Exchange, no consent, approval,
      authorization or other order of any governmental authority or other third party
      is required to be obtained by MHA in connection with the authorization,
      execution and delivery of this Agreement or with the authorization, issue and
      sale of the Securities and the Conversion Shares except such filings as may
      be
      required to be made with the SEC and with any state or foreign blue sky or
      securities regulatory authority relating to an exemption from registration
      thereunder. 

     

    8.5 Licenses.
      Except
      as would not reasonably be expected to have a Material Adverse Effect, MHA
      has
      sufficient licenses, permits and other governmental authorizations currently
      required for the conduct of its business or ownership of properties and is
      in
      all material respects complying therewith.

     

    8.6 Litigation.
      There
      is no pending, or to MHA’s knowledge, threatened legal or governmental
      proceedings against MHA which (a) adversely questions the validity of this
      Agreement or any agreements related to the transactions contemplated hereby
      or
      the right of MHA to enter into any of such agreements, or to consummate the
      transactions contemplated hereby or thereby or (b) could, if there were an
      unfavorable decision, have a Material Adverse Effect. There is no action, suit,
      proceeding or investigation by MHA currently pending in any court or before
      any
      arbitrator or that MHA intends to initiate.


    
      
        
        

      

      
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    8.7 Investment
      Company.
      MHA is
      not an “investment company” within the meaning of such term under the Investment
      Company Act of 1940, as amended, and the rules and regulations of the SEC
      thereunder.

    


    8.8 Financial
      Statements; SEC Reports.
      The
      financial statements of MHA included in the SEC Reports (as amended) (the
“Financial
      Statements”)
      fairly
      present in all material respects the financial condition and position of MHA
      at
      the dates and for the periods indicated, have been prepared in conformity with
      generally accepted accounting principles in the United States (“GAAP”)
      consistently applied throughout the periods covered thereby, except as may
      be
      otherwise specified in such Financial Statements or the notes thereto and except
      that unaudited financial statements may not contain all footnotes required
      by
      GAAP, and fairly present in all material respects the financial position of
      MHA
      as of and for the dates thereof and the results of operations and cash flows
      for
      the periods then ended, subject, in the case of unaudited statements, to normal,
      immaterial, year-end audit adjustments. Since the date of the most recent
      balance sheet included as part of the Financial Statements and except as
      disclosed in the SEC Reports, there has not been: (i) any change in the
      business, conditions (financial or otherwise), properties, assets, liabilities,
      or results of operations of MHA from that reflected in the Financial Statements,
      other than changes in the ordinary course of business, none of which
      individually or in the aggregate would reasonably be expected to have a Material
      Adverse Effect; or (ii) any other event or condition of any character that,
      either individually or cumulatively, would reasonably be expected to have a
      Material Adverse Effect, except for the expenses incurred in connection with
      the
      transactions contemplated by this Agreement. MHA has filed all reports,
      schedules, forms, statements and other documents required to be filed by it
      under the Securities Act and the Exchange Act, including pursuant to Section
      13(a) or 15(d) thereof, since February 1, 2006 (the foregoing materials,
      including the exhibits thereto and documents incorporated by reference therein,
      being collectively referred to herein as the “SEC
      Reports”)
      on a
      timely basis or has received a valid extension of such time of filing and has
      filed any such SEC Reports prior to the expiration of any such extension. As
      of
      their respective dates, the SEC Reports complied in all material respects with
      the requirements of the Securities Act and the Exchange Act and the rules and
      regulations of the SEC promulgated thereunder, and none of the SEC Reports,
      when
      filed, contained any untrue statement of a material fact or omitted to state
      a
      material fact required to be stated therein or necessary in order to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading.

     

    8.9 Title
      to Properties and Assets; Liens, Etc.
      MHA has
      good and marketable title to its properties and assets, including the properties
      and assets reflected in the most recent balance sheet included in the Financial
      Statements, and good title to its leasehold estates, in each case subject to
      no
      mortgage, pledge, lien, lease, encumbrance or charge, other than (a) those
      resulting from taxes which have not yet become delinquent; (b) liens and
      encumbrances which do not materially detract from the value of the property
      subject thereto or materially impair the operations of MHA; (c) those that
      have
      otherwise arisen in the ordinary course of business; and (d) those that would
      not reasonably be expected to have a Material Adverse Effect. MHA is in
      compliance with all material terms of each lease to which it is a party or
      is
      otherwise bound. 

     

    8.10 Compliance.
      MHA (a)
      neither is in default under or in violation of (and no event has occurred that
      has not been waived that, with notice or lapse of time or both, would result
      in
      a default by MHA under), nor has MHA received notice of a claim that it is
      in
      default under or that it is in violation of, any indenture, loan or credit
      agreement or any other agreement or instrument to which it is a party or by
      which it or any of its properties is bound (whether or not such default or
      violation has been waived), (b) is not in violation of any order of any court,
      arbitrator or governmental body, and (c) is not and has not been in violation
      of
      any statute, rule or regulation of any governmental authority, including without
      limitation all foreign, federal, state and local laws applicable to its
      business, except in the case of each of (a), (b), and (c) as could not have
      a
      Material Adverse Effect.


    
      
        
        

      

      
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    8.11 Obligations
      to Related Parties.
      There
      are no obligations of MHA to officers, directors, stockholders, or employees
      of
      MHA other than (a) for payment of salary or other compensation for services
      rendered, (b) reimbursement for reasonable expenses incurred on behalf of MHA,
      (c) standard indemnification provisions in the certificate of incorporation
      and
      by-laws, and (d) for other standard employee benefits made generally available
      to all employees (including stock option agreements outstanding under any stock
      option plan approved by the Board of Directors of MHA). Except as may be
      disclosed in the Financial Statements, MHA is not a guarantor or indemnitor
      of
      any indebtedness of any other person, firm or corporation.

     

    8.12 Employee
      Relations; Employee Benefit Plans.
      MHA is
      not a party to any collective bargaining agreement or union contract. MHA
      believes that its relations with its employees are good. No executive officer
      (as defined in Rule 501(f) of the Securities Act) of MHA has notified MHA that
      such officer intends to leave MHA or otherwise terminate such officer's
      employment with MHA. MHA is in compliance with all federal, state, local and
      foreign laws and regulations respecting employment and employment practices,
      terms and conditions of employment and wages and hours, except where failure
      to
      be in compliance would not, either individually or in the aggregate, reasonably
      be expected to result in a Material Adverse Effect. Except as disclosed in
      the
      Memorandum, MHA does not maintain any compensation or benefit plan, agreement,
      arrangement or commitment (including, but not limited to, “employee benefit
      plans”, as defined in Section 3(3) of the Employee Retirement Income Security
      Act of 1974, as amended (“ERISA”)
      for any
      present or former employees, officers or directors of MHA or with respect to
      which MHA has liability or makes or has an obligation to make contributions,
      other than any such plans, agreements, arrangements or commitments made
      generally available to MHA’s employees.

     

    8.13 Environmental
      Laws.
      MHA (i)
      is in compliance with any and all Environmental Laws (as hereinafter defined),
      (ii) has received all permits, licenses or other approvals required of it under
      applicable Environmental Laws to conduct its business and (iii) is in compliance
      with all terms and conditions of any such permit, license or approval where,
      in
      each of the foregoing clauses (i), (ii) and (iii), the failure to so comply
      would reasonably be expected to have, individually or in the aggregate, a
      Material Adverse Effect. The term “Environmental
      Laws”
      means
      all federal, state, local or foreign laws relating to pollution or protection
      of
      human health or the environment (including, without limitation, ambient air,
      surface water, groundwater, land surface or subsurface strata), including,
      without limitation, laws relating to emissions, discharges, releases or
      threatened releases of chemicals, pollutants, contaminants, or toxic or
      hazardous substances or wastes (collectively, “Hazardous
      Materials”)
      into
      the environment, or otherwise relating to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      Hazardous Materials, as well as all authorizations, codes, decrees, demands
      or
      demand letters, injunctions, judgments, licenses, notices or notice letters,
      orders, permits, plans or regulations issued, entered, promulgated or approved
      thereunder.

     

    8.14 Tax
      Status.
      MHA (a)
      has made or filed all federal and state income and all other tax returns,
      reports and declarations required by any jurisdiction to which it is subject,
      (b) has paid all taxes and other governmental assessments and charges that
      are
      material in amount, shown or determined to be due on such returns, reports
      and
      declarations, except those being contested in good faith and (c) has set aside
      on its books provision reasonably adequate for the payment of all taxes for
      periods subsequent to the periods to which such returns, reports or declarations
      apply. There are no unpaid taxes in any material amount claimed to be due by
      the
      taxing authority of any jurisdiction, and the officers of MHA know of no basis
      for any such claim.

    


    8.15 Proprietary
      Rights.
      MHA
      owns or possesses adequate and enforceable rights to use all patents, patent
      applications, trademarks, trade names, corporate names, copyrights, trade
      secrets, licenses, inventions, formulations, technology and know-how and other
      intangible property used in the conduct of its business (the “Proprietary
      Rights”).
      MHA
      has not received any notice of, and there are no facts known to MHA that
      reasonably indicate the existence of (a) any infringement or misappropriation
      by
      any third party of any of the Proprietary Rights or (b) any claim by a third
      party contesting the validity of any of the Proprietary Rights. MHA has not
      received any notice of any infringement, misappropriation or violation by MHA
      or
      any of its employees of any Proprietary Rights of third parties.



    
      
        
        

      

      
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    8.16 Insurance.
      MHA is
      insured by insurers of recognized financial responsibility against such losses
      and risks, including, without limitation, products liability, and in such
      amounts as are prudent and customary in the businesses in which MHA is engaged,
      including, but not limited to, directors and officers insurance coverage at
      least equal to $5.0 million. To the best knowledge of MHA, such insurance
      contracts and policies are accurate and complete. MHA has no reason to believe
      that it will not be able to renew its existing insurance coverage as and when
      such coverage expires or to obtain similar coverage from similar insurers as
      may
      be necessary to continue its business on terms consistent with market for MHA’s
      line of business.

     

    8.17 Private
      Placement.
      Assuming the accuracy of Nordic’s representations and warranties set forth in
      Section 7, no registration under the Securities Act is required for the offer
      and sale of the Securities and the Conversion Shares by MHA to Nordic as
      contemplated hereby. The issuance and sale of the Securities and the Conversion
      Shares hereunder does not contravene the rules and regulations of the Trading
      Market.

     

    8.18 Registration
      Rights.
      Other
      than Nordic, no Person has any right to cause MHA to effect the registration
      under the Securities Act of any securities of MHA.

     

    8.19 Solvency
      and Indebtedness.
      Based
      on the financial condition of MHA, (a) MHA’s fair saleable value of its assets
      exceeds the amount that will be required to be paid on or in respect of MHA’s
      existing debts and other liabilities (including known contingent liabilities)
      as
      they mature; (b) MHA’s assets do not constitute unreasonably small capital to
      carry on its business for the current fiscal year as now conducted and as
      proposed to be conducted including its capital needs taking into account the
      particular capital requirements of the business conducted by MHA, and projected
      capital requirements and capital availability thereof; and (c) the current
      cash
      flow of MHA, together with the proceeds MHA would receive, were it to liquidate
      all of its assets, after taking into account all anticipated uses of the cash,
      would be sufficient to pay all amounts on or in respect of its debt when such
      amounts are required to be paid. MHA does not intend to incur debts beyond
      its
      ability to pay such debts as they mature (taking into account the timing and
      amounts of cash to be payable on or in respect of its debt). MHA has no
      knowledge of any facts or circumstances which lead it to believe that it will
      file for reorganization or liquidation under the bankruptcy or reorganization
      laws of any jurisdiction within one year from the Closing Date. MHA is being
      operated pursuant to a budget which has been provided to, and reviewed by
      Nordic. The SEC Reports set forth as of the dates thereof all outstanding
      secured and unsecured Indebtedness of MHA, or for which MHA has commitments.
      For
      the purposes of this Agreement, “Indebtedness”
shall
      mean (a) any liabilities for borrowed money or amounts owed in excess of $50,000
      (other than trade accounts payable incurred in the ordinary course of business),
      (b) all guaranties, endorsements and other contingent obligations in respect
      of
      Indebtedness of others, whether or not the same are or should be reflected
      in
      MHA’s balance sheet (or the notes thereto), except guaranties by endorsement of
      negotiable instruments for deposit or collection or similar transactions in
      the
      ordinary course of business; and (c) the present value of any lease payments
      in
      excess of $50,000 due under leases required to be capitalized in accordance
      with
      GAAP. MHA is not in default with respect to any Indebtedness.

    


    8.20 Clinical
      Studies.
      MHA has
      provided or will provide (i) all communications to the Food and Drug
      Administration (the “FDA”)
      of any
      adverse events with respect to any clinical or pre-clinical studies, tests
      or
      research that are described in the SEC Reports or the results of which are
      referred to in the SEC Reports, and (ii) any notices or other correspondence
      from the FDA or any other foreign, federal, state or local governmental or
      regulatory authority with respect to any clinical or pre-clinical studies,
      tests
      or research that are described in the SEC Reports or the results of which are
      referred to in the SEC Reports which require the termination, suspension, delay
      or modification of such studies, tests or research, otherwise require MHA to
      engage in any remedial activities with respect to such studies, test or
      research, or threaten to impose or actually impose any fines or other
      disciplinary actions, in the case of each of (i) and (ii) as such
      communications, notices or other correspondence relate to the
      Assets.


    
      
        
        

      

      
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    8.21 Disclosure.
      The
      representations and warranties made by MHA herein (as modified by the Disclosure
      Schedule) are true and correct and do not contain any untrue statement of a
      material fact or omit to state any material fact necessary in order to make
      the
      statements made herein, in light of the circumstances under which they were
      made, not misleading. 

     

    8.22 Absence
      of Certain Changes.
      Since
      September 30, 2007, there has been no material adverse change in the business,
      operations, conditions (financial or otherwise), prospects, assets or results
      of
      operations of MHA.

     

    8.23 Other
      Representations and Warranties.
      The
      representations and warranties of MHA in the Additional Agreements will be
      true
      and correct when made.

     

    9. Other
      Agreements of the Parties.

     

    9.1Transfer
      Restrictions.
      

     

    (a) The
      Securities and the Conversion Shares may only be disposed of in compliance
      with
      state and federal securities laws. In connection with any transfer of the
      Securities or the Conversion Shares other than pursuant to an effective
      registration statement or Rule 144, to MHA or to an affiliate of Nordic or
      in
      connection with a pledge as contemplated in Section 9.1(b), MHA may require
      the
      transferor thereof to provide to MHA an opinion of counsel selected by the
      transferor and reasonably acceptable to MHA, the form and substance of which
      opinion shall be reasonably satisfactory to MHA, to the effect that such
      transfer does not require registration of such transferred Securities or
      Conversion Shares under the Securities Act.

    


    (b)Nordic
      agrees to the imprinting, so long as is required by this Section 9.1(b), of
      a
      legend on any of the Securities or Conversion Shares in the following
      form:

     

    THESE
      SHARES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR
      THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO MHA.
      THESE
      SHARES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A
      REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS
      AN
“ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES
      ACT.

     

    MHA
      acknowledges and agrees that Nordic may from time to time pledge or grant a
      security interest in some or all of the Securities or Conversion Shares to
      a
      financial institution that is an “accredited investor” as defined in Rule 501(a)
      under the Securities Act and who agrees to be bound by the provisions of this
      Agreement and the Registration Rights Agreement and, if required under the
      terms
      of such arrangement, Nordic may transfer pledged or secured Securities or
      Conversion Shares to the pledgees or secured parties. So long as it complies
      in
      all respects with applicable state and federal securities laws, such a pledge
      or
      transfer would not be subject to approval of MHA and no legal opinion of legal
      counsel of the pledgee, secured party or pledgor shall be required in connection
      therewith. Further, no notice shall be required of such pledge. At Nordic’s
      expense, MHA will execute and deliver such reasonable documentation as a pledgee
      or secured party of Securities or Conversion Shares may reasonably request
      in
      connection with a pledge or transfer of the Securities or Conversion Shares,
      including, if the Securities or Conversion Shares are subject to registration
      pursuant to the Registration Rights Agreement, the preparation and filing of
      any
      required prospectus supplement under Rule 424(b)(3) under the Securities Act
      or
      other applicable provision of the Securities Act to appropriately amend the
      list
      of Selling Stockholders thereunder.


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    (c)Certificates
      evidencing the Securities and the Conversion Shares shall not contain any legend
      (including the legend set forth in Section 9.1(b)), (i) following the resale
      of
      the Securities or Conversion Shares pursuant to an effective registration
      statement covering the resale of such security under the Securities Act, or
      (ii)
      following any sale of such Securities or Conversion Shares pursuant to Rule
      144
      (assuming the transferor is not an Affiliate of MHA), or (iii) if such
      Securities or Conversion Shares are eligible for sale under Rule 144 without
      volume restrictions, or (iv) if such legend is not required under applicable
      requirements of the Securities Act and the rules and regulations promulgated
      thereunder (including judicial interpretations and pronouncements issued by
      the
      staff of the SEC). MHA agrees that at such time as such legend is no longer
      required under this Section 9.1(c), it will, no later than three Trading Days
      following the delivery by Nordic to MHA or MHA’s transfer agent of a certificate
      representing Securities or Conversion Shares, as the case may be, issued with
      a
      restrictive legend, deliver or cause to be delivered to Nordic a certificate
      representing such shares that is free from all restrictive and other legends.
      MHA may not make any notation on its records or give instructions to any
      transfer agent of MHA that enlarge the restrictions on transfer set forth in
      this Section. Certificates for the Securities or Conversion Shares subject
      to
      legend removal hereunder shall be transmitted by the transfer agent of MHA
      to
      Nordic by crediting the account of Nordic’s prime broker with the Depository
      Trust Company System.

    


    9.2
      Furnishing
      of Information.

     

    (a)As
      long as Nordic owns Securities or Conversion Shares, MHA covenants as follows:
      (i) MHA shall timely file (or obtain extensions in respect thereof and file
      within the applicable grace period) all reports required to be filed by MHA
      after the date hereof pursuant to the Exchange Act, and (ii) all such reports
      filed by MHA after the date hereof pursuant to the Exchange Act shall comply
      in
      all material respects with the requirements of the Exchange Act and the rules
      and regulations of the SEC promulgated thereunder, and none of such reports,
      when filed, shall contain any untrue statement of a material fact or omitted
      to
      state a material fact required to be stated therein or necessary in order to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading.

     

    (b)As
      long as Nordic owns Securities or Conversion Shares, if MHA is not required
      to
      file reports pursuant to the Exchange Act, it will prepare and furnish to Nordic
      and make publicly available in accordance with Rule 144 such information as
      is
      required for Nordic to sell the Securities or Conversion Shares under Rule
      144.
      MHA further covenants that it will take such further action as Nordic may
      reasonably request, all to the extent required from time to time to enable
      Nordic to sell Securities or Conversion Shares without registration under the
      Securities Act within the limitation of the exemptions provided by Rule
      144.

     

    9.3
      Integration.
      MHA
      shall not sell, offer for sale or solicit offers to buy or otherwise negotiate
      in respect of any security (as defined in Section 2 of the Securities Act)
      that
      would be integrated with the offer or sale of the Securities or the Conversion
      Shares in a manner that would require the registration under the Securities
      Act
      of the sale of the Securities or the Conversion Shares to Nordic or that would
      be integrated with the offer or sale of the Securities or the Conversion Shares
      for purposes of the rules and regulations of any Trading Market such that it
      would require stockholder approval of the sale of the Securities or the
      Conversion Shares to Nordic unless stockholder approval is obtained before
      the
      closing of such subsequent transaction.


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    9.4
      Confidentiality;
      Required Disclosure.

     

    (a)
      Each
      party agrees, and will cause its affiliates, to keep confidential and not to
      publish (by press release, press interview, or otherwise) or otherwise divulge
      or use for its own benefit or for the benefit of any third party any information
      of a confidential or proprietary nature furnished to it by the other party,
      or
      the existence and terms of this Agreement or the Additional Agreements or the
      existence or results of the parties’ collaboration hereunder or thereunder,
      without the prior written approval of the other party, except to those of such
      party’s employees and representatives as may need to know such information for
      purposes of the transactions contemplated by the parties’ agreements, and except
      as required by applicable law or by obligations pursuant to any listing
      agreement with or rules of any Trading Market. In the event of any such required
      disclosure, including the filings described in Section 9.4(b) below, the
      disclosing party will (i) provide the other party with written notice of the
      required disclosure at least 48 hours in advance of such disclosure, and (ii)
      limit such disclosure to the minimum required under the applicable law or
      obligations, whether through a request for confidential treatment or otherwise.
      The confidentiality obligation described above shall not apply to information
      of
      the other party which: was already known by the recipient prior to the time
      of
      its disclosure by the disclosing party to the recipient; is publicly available
      or later becomes publicly available through no fault of the recipient; or is
      disclosed to the recipient by a third party having no similar confidentiality
      obligation. This obligation shall terminate three years after execution of
      this
      Agreement. 

     

    (b)
      MHA
      shall (i) timely file with the SEC a Current Report on Form 8-K with respect
      to
      the transactions contemplated by this Agreement and the Additional Agreements,
      and (ii) make such other filings and notices in the manner and time required
      by
      the SEC and the Trading Market, provided, in the case of a filing or notice
      described in clause (i) or (ii) above, that the information contained in such
      filing or notice is limited to the information necessary in order for MHA to
      comply with the Exchange Act and the regulations promulgated thereunder or
      the
      other applicable legal or Trading Market obligations.

     

    9.5
      Indemnification
      of Nordic.
      Subject
      to the provisions of this Section 9.5, MHA will indemnify and hold Nordic and
      its directors, officers, stockholders, members, partners, employees and agents
      (each, a “Purchaser
      Party”)
      harmless from any and all losses, liabilities, obligations, claims,
      contingencies, damages, costs and expenses, including all judgments, amounts
      paid in settlements, court costs and reasonable attorneys’ fees and costs of
      investigation that any such Purchaser Party may suffer or incur as a result
      of
      or relating to (a) any breach of any of the representations and warranties,
      when
      made, or the covenants or agreements made by MHA in this Agreement and the
      Additional Agreements or (b) any action instituted against Nordic or its
      Affiliates, or in which Nordic becomes involved in any capacity, by any
      stockholder of MHA who is not an Affiliate of Nordic, with respect to any of
      the
      transactions contemplated by the Agreement or the Additional Agreements (unless
      such action is based upon a breach of Nordic’s representations, warranties or
      covenants under the Agreement or the Additional Agreements or any agreements
      or
      understandings Nordic may have with any such stockholder or any violations
      by
      Nordic of state or federal securities laws or any conduct by Nordic which
      constitutes fraud, gross negligence, willful misconduct or malfeasance). If
      any
      action shall be brought against any Purchaser Party in respect of which
      indemnity may be sought pursuant to this Agreement, such Purchaser Party shall
      promptly notify MHA in writing, and MHA shall have the right to assume the
      defense thereof with counsel of its own choosing. Any Purchaser Party shall
      have
      the right to employ separate counsel in any such action and participate in
      the
      defense thereof, but the fees and expenses of such counsel shall be at the
      expense of such Purchaser Party except to the extent that (a) the employment
      thereof has been specifically authorized by MHA in writing, (b) MHA has failed
      after a reasonable period of time to assume such defense and to employ counsel
      or (c) in such action there is, in the reasonable opinion of such separate
      counsel, a material conflict on any material issue between the position of
      MHA
      and the position of such Purchaser Party. MHA will not be liable to any
      Purchaser Party under this Agreement (i) for any settlement by a Purchaser
      Party
      effected without MHA’s prior written consent, which shall not be unreasonably
      withheld or delayed; or (ii) to the extent, but only to the extent that a loss,
      claim, damage or liability is attributable to any Purchaser Party’s breach of
      any of the representations, warranties, covenants or agreements made by Nordic
      in this Agreement or in Additional Agreements. MHA shall not approve the
      settlement of any claims against a Purchaser Party without the written consent
      of the Purchaser Party, unless such settlement holds such Purchaser Party
      harmless and releases the Purchaser Party from all claims.


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    


    9.7
      Reservation
      of Common Stock.
      MHA
      shall maintain a reserve, free of preemptive rights, from its duly authorized
      shares of Common Stock for issuance pursuant to the Agreement in such amount
      as
      may be required to fulfill its obligations under the Agreement in full,
      including the issuance of Conversion Shares.

     

    9.8
      Formation
      of Newco and General Partner.
      Prior
      to the Closing, MHA and Nordic shall cooperate in entering into such agreements
      and filing such certificates as are necessary to properly form Newco as a Danish
      limited partnership and the General Partner as a Danish private limited company,
      including, without limitation, by the filing of the Articles of Association
      of
      Newco, and the Articles of Association and Memorandum of Association of the
      General Partner, all in the form attached to the Partnership Agreement, with
      the
      Danish Commerce and Companies Agency.

     

    10. Miscellaneous.

     

    10.1
      Termination.
      This
      Agreement may be terminated by Nordic by written notice to MHA, if the Closing
      has not been consummated on or before February 18, 2008.

     

    10.2
      Fees
      and Expenses.
      All
      fees and expenses incurred by MHA in connection with the transactions
      contemplated by this Agreement shall be borne by MHA. All fees and expenses
      incurred by Nordic in connection with the transactions contemplated by this
      Agreement shall be borne by MHA to the extent that such fees and expenses to
      do
      not exceed $125,000, and by Nordic thereafter. Nordic acknowledges that it
      has
      received $60,000 from MHA as an advance on fees and expenses. Nordic agrees
      to
      submit evidence of additional fees and expenses to MHA in order to request
      additional advances, and MHA agrees to make such advances for up to an
      additional $65,000. Nordic is under no obligation to return any portion of
      any
      advance made unless the Closing does not occur, in which case Nordic agrees
      to
      return to MHA the portion of advances made, if any, in excess of Nordic’s actual
      fees and expenses. 

     

    10.3
      Entire
      Agreement.
      The
      Agreement and the Additional Agreements, together with the exhibits and
      schedules thereto, contain the entire understanding of the parties with respect
      to the subject matter hereof and supersede all prior agreements and
      understandings, oral or written, with respect to such matters, which the parties
      acknowledge have been merged into such documents, exhibits and
      schedules.

     

    10.4 Notices.
      Any
      notice, demand, offer or other written instrument (“Notice”)
      required or permitted to be given shall be in writing signed by the party giving
      such Notice and shall be hand delivered or sent, postage prepaid, by certified
      or registered mail, return receipt requested, or by overnight delivery such
      as
      Federal Express, addressed as follows: 

    


    
      	
              If
                to MHA:

            	
              Manhattan
                Pharmaceuticals, Inc.

            
	
               

            	
              810
                Seventh Avenue, 4th
                Floor

            
	
               

            	
              New
                York, NY 10019

            
	
               

            	
              Fax:
                (212) 582-3957

            
	
               

            	
              Attn:
                Chief Financial Officer

            
	
               

            	
              Email:
                mgmcguinness@manhattanpharma.com

            
	
               

            	
               

            
	
              with
                a copy to:

            	
              Lowenstein
                Sandler PC

            
	
               

            	
              65
                Livingston Avenue

            
	
               

            	
              Roseland,
                New Jersey 07068

            
	
               

            	
              Telephone:
                (973) 597-2500

            
	
               

            	
              Fax:
                (973) 597-2400

            
	
               

            	
              Attn:
                Anthony O. Pergola

            
	
               

            	
              Email:
                apergola@lowenstein.com

            


    

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    


    
      	
              If
                to Nordic:

            	
              Nordic
                Biotech Advisors

            
	
               

            	
              Østergade
                5, 3rd floor

            
	
               

            	
              DK-1100
                Copenhagen K

            
	
               

            	
              Denmark

            
	
               

            	
              Attn:
                Florian Schönharting

            
	
               

            	
              Fax:
                (978) 448-3145

            
	
               

            	
              Email:
                fs@nordicbiotech.com

            
	
               

            	
              With
                a copy to: John M. Barberich

            
	
               

            	
              Email:
                jmb@nordicbiotech.com

            
	
               

            	
               

            
	
              with
                a copy to:

            	
              Nutter,
                McClennen & Fish LLP

            
	
               

            	
              World
                Trade Center West

            
	
               

            	
              155
                Seaport Boulevard

            
	
               

            	
              Boston,
                MA 02210

            
	
               

            	
              Fax:
                (617) 310-9000

            
	
               

            	
              Attn:
                James E. Dawson, Esq.

            
	
               

            	
              Email:
                jdawson@nutter.com

            


    

    


    Any
      party
      shall have the right to change the place to which such Notice shall be sent
      or
      delivered by similar notice sent in like manner to all other parties hereto.
      

    


    10.5
      Amendments;
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by MHA and Nordic or, in the
      case of a waiver, by the party against whom enforcement of any such waiver
      is
      sought. No waiver of any default with respect to any provision, condition or
      requirement of this Agreement shall be deemed to be a continuing waiver in
      the
      future or a waiver of any subsequent default or a waiver of any other provision,
      condition or requirement hereof, nor shall any delay or omission of either
      party
      to exercise any right hereunder in any manner impair the exercise of any such
      right.

    


    10.6
      Headings.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party.

     

    10.7
      Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. MHA may not assign this Agreement or
      any
      rights or obligations hereunder without the prior written consent of Nordic.
      

     

    10.8
      No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person, except as otherwise set
      forth
      in Section 9.6.

     

    10.9
      Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement and the Additional Agreements shall be governed by and
      construed and enforced in accordance with the internal laws of the State of
      New
      York, without regard to the principles of conflicts of law thereof, except
      to
      the extent that the application of the General Corporation Law of the State
      of
      Delaware is mandatorily applicable. If either party shall commence an action
      or
      proceeding to enforce any provisions of the Transaction Documents, then the
      prevailing party in such action or proceeding shall be reimbursed by the other
      party for its reasonable attorneys’ fees and other costs and expenses incurred
      with the investigation, preparation and prosecution of such action or
      proceeding. Each party hereby irrevocably submits to the exclusive jurisdiction
      of the federal and state courts sitting in the state of New York in any action
      or proceeding arising out of or relating to this Agreement, the Additional
      Agreements or the transactions contemplated hereby or thereby. Each party hereby
      irrevocably agrees, on behalf of itself and on behalf of such party’s successors
      and permitted assigns, that all claims in respect of such action or proceeding
      shall be heard and determined in any such court and irrevocably waives any
      objection such person may now or hereafter have as to the venue of any such
      suit, action or proceeding brought in such a court or that such court is an
      inconvenient forum.


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    10.10
      Survival.
      The
      representations, warranties, agreements and covenants contained herein shall
      survive the Closing and the delivery of the Securities and Conversion
      Shares.

     

    10.11
      Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original
      thereof.

     

    10.12
      Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefore, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.

    


    10.13
      Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of Nordic and MHA will be entitled
      to
      specific performance under this Agreement and the Additional Agreements. The
      parties agree that monetary damages may not be adequate compensation for any
      loss incurred by reason of any breach of obligations described in the foregoing
      sentence and hereby agrees to waive in any action for specific performance
      of
      any such obligation the defense that a remedy at law would be
      adequate.

     

    10.14
      Payment
      Set Aside.
      To the
      extent that MHA makes a payment or payments to Nordic pursuant to this Agreement
      or the Additional Agreements or Nordic enforces or exercises its rights
      thereunder, and such payment or payments or the proceeds of such enforcement
      or
      exercise or any part thereof are subsequently invalidated, declared to be
      fraudulent or preferential, set aside, recovered from, disgorged by or are
      required to be refunded, repaid or otherwise restored to MHA, a trustee,
      receiver or any other person under any law (including, without limitation,
      any
      bankruptcy law, state or federal law, common law or equitable cause of action),
      then to the extent of any such restoration the obligation or part thereof
      originally intended to be satisfied shall be revived and continued in full
      force
      and effect as if such payment had not been made or such enforcement or setoff
      had not occurred.

     

    [Signature
      page follows]


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement under seal
      as
      of the day and year first above written.

     

    
      	
              MHA:

            
	
               

            
	
              MANHATTAN
                PHARMACEUTICALS, INC.

            
	
               

            
	
              By:

            	
              /s/
                Michael McGuinness

            
	
              Name:

            	
               

            
	
              Title:

            	
              CFO

            
	
               

            
	
              NORDIC:

            
	
               

            
	
              NORDIC
                BIOTECH VENTURE FUND II K/S

            
	
               

            	
               

            
	
              By:

            	
              /s/
                Florian Schonharting

            
	
              Name:

            	
               

            
	
              Title:

            	
              Partner

            
	
               

            	
               

            
	
              By:

            	
              /s/
                Christian Hansen

            
	
              Name:

            	
               

            
	
              Title:

            	
              Partner

            
	
               

            	
               

            
	
              Address:

            	
                           
                Østergade 5, 3rd floor

            
	
               

            	
                           
                DK-1100 Copenhagen K

            
	
               

            	
                           
                Denmark

            


    

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    


    DISCLOSURE
      SCHEDULES

    DATE
      JANUARY 31, 2008

    TO
      JOINT VENTURE AGREEMENT

    


    Schedule
      8.6 (Litigation)

    


    Swiss
      Pharma Contract LTD (“Swiss Pharma”), a clinical site that MHA used in one of
      its obesity trials, gave notice to MHA that Swiss Pharma believes it is entitled
      to receive an additional payment of $322,776 for services in connection with
      that clinical trial. While the contract between MHA and Swiss Pharma provides
      for additional payments if certain conditions are met, Swiss Parma has not
      specified which conditions they believe have been achieved and MHA does not
      believe that Swiss Pharma is entitled to additional payments and has not accrued
      any of these costs as of September 30, 2007. The contract between MHA and Swiss
      Pharma provides for arbitration in the event of a dispute, such as this claim
      for an additional payment. Swiss Pharma has filed a demand for arbitration.
      As
      MHA does not believe that Swiss Pharma is entitled to additional payments,
      it
      intends to defend its position in arbitration.

    


    Schedule
      8.22 (Absence of Certain Changes)

    


    MHA's
      cash balance as of January 31, 2008, is approximately $250,000.


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    


    Exhibit
      A

    


    Form
      of Contribution Agreement

    


    Note:
      The
      execution version of the Assignment and Contribution Agreement, dated February
      25, 2008, is filed as Exhibit 10.21 to MHA's Annual Report on Form 10-K filed
      with the Securities and Exchange Commission on March 31, 2008 and incorporated
      herein by reference.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    Form
      of Partnership Agreement

    


    Note:
      The
      execution version of the Limited Partnership Agreement, dated February 21,
      2008
      is attached hereto.


    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    


    LIMITED
      PARTNERSHIP AGREEMENT

    


    between

    


    Nordic
      Biotech Venture Fund II K/S

    


    and

    


    Manhattan
      Pharmaceuticals, Inc.

    


    and

    


    Hedrin
      Pharmaceuticals General Partner ApS (under formation)

    


    regarding

     

      
        

      

    

    
      	
              Hedrin
                Pharmaceuticals K/S

            


    

    
      
 

    February
      2008


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    


    CONTENTS

    


    
      	
              1.

            	
              Definitions

            	
              4

            
	
              2.

            	
              Background
                and purpose

            	
              5

            
	
              3.

            	
              The
                Partnership Shares

            	
              6

            
	
              4.

            	
              Capital
                Increases

            	
              7

            
	
              5.

            	
              Liability

            	
              9

            
	
              6.

            	
              Administration
                of the Partnership

            	
              9

            
	
              7.

            	
              The
                General Partner

            	
              10

            
	
              8.

            	
              Management
                Fee

            	
              11

            
	
              9.

            	
              Meetings
                of the Partnership

            	
              11

            
	
              10.

            	
              Power
                to bind the Partnership

            	
              13

            
	
              11.

            	
              Liquidation
                and Trade Sale preferences

            	
              13

            
	
              12.

            	
              Pledge
                and assignment of Partnership Shares

            	
              14

            
	
              13.

            	
              Dividends

            	
              17

            
	
              14.

            	
              Auditor

            	
              18

            
	
              15.

            	
              Non-competition

            	
              18

            
	
              16.

            	
              Confidentiality

            	
              19

            
	
              17.

            	
              Value
                added tax - taxes

            	
              19

            
	
              18.

            	
              Exculpation
                and indemnities

            	
              20

            
	
              19.

            	
              Amendment
                of the Agreement

            	
              20

            
	
              20.

            	
              Notices

            	
              20

            
	
              21.

            	
              Governing
                law and jurisdiction

            	
              21

            


    

     

    Appendices

     

    Appendix
      2.4: Articles of Association of the Partnership

     

    Appendix
      7.1: Articles of Association of the General Partner

     

    Appendix
      7.3: Shareholders’ Agreement
      regarding the General Partner

    


     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    


    Nordic
      Biotech Venture Fund II K/S

    Østergade
      5 3 

    1100
      Kopenhagen K

    Denmark

    Central
      Business Register No 29150397

    


    (hereinafter
      referred to as "Nordic”)

    


    and

    


    Manhattan
      Pharmaceuticals, Inc.

    810
      Seventh Avenue, 4th
      Floor

    New
      York,
      NY 10019 

    United
      States of America

    


    (hereinafter
      referred to as "MHA”)

    


    and

    


    Hedrin
      Pharmaceuticals General Partner ApS (under formation) 

    Østergade
      5 3

    1100
      Copenhagen K

    Denmark

    


    (hereinafter
      referred to as the "General Partner”)

    


    have
      entered into the following

    


    LIMITED
      PARTNERSHIP AGREEMENT

    


    
      	
              1.

            	
              DEFINITIONS

            


    

     

    
      	
              A.

            	
              In
                this Agreement the following words and expressions shall have the
                following meanings, unless the context otherwise
                requires:

            


    

     

    
      	
              Agreement

            	
              This
                limited partnership agreement between MHA, Nordic and the General
                Partner
                as amended from time to time.

            
	 	 
	
              Assets

            	
              As
                defined in the Joint Venture
                Agreement.

            


    

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    


    
      	
              Business
                Day

            	
              A
                day when banks are generally open for business in New York City,
                New
                York.

            
	 	 
	
              Call
                Option

            	
              As
                defined in the Joint Venture Agreement.

            
	 	 
	
              Closing

            	
              The
                date on which the Partnership is established by the signatures of
                the
                parties to this Agreement or if there be several dates the latest
                thereof.

            
	 	 
	
              Connected
                Transferee

            	
              Any
                entity holding Partnership Shares in consequence of a transfer of
                Partnership Shares pursuant to clause 12.3.

            
	 	 
	
              Contribution
                Agreement

            	
              As
                defined in the Joint Venture Agreement.

            
	 	 
	
              Joint
                Venture Agreement

            	
              The
                joint venture agreement between MHA and Nordic defined in clause
                2.1.

            
	 	 
	
              License
                Agreement

            	
              As
                defined in Section 13.1.

            
	 	 
	
              License
                Payment

            	
              As
                defined in Section 22.1.

            
	 	 
	
              Limited
                Partner

            	
              Any
                holder of Partnership Shares.

            
	 	 
	
              MHA
                Partnership Shares

            	
              The
                Partnership shares owned by MHA.

            
	 	 
	
              Nordic
                Partnership Shares

            	
              The
                Partnership shares owned by Nordic.

            
	 	 
	
              Partnership

            	
              The
                Danish limited liability partnership Hedrin Pharmaceuticals K/S
                established and governed by this Agreement.

            
	 	 
	
              Partnership
                Shares

            	
              The
                partnership shares described in clause 3.1 as well as any additional
                partnership shares issued under clause 4 of the
                Agreement.

            
	 	 
	
              Parties

            	
              The
                General Partner and the Limited Partners

            
	 	 
	
              Payment
                Milestone

            	
              As
                defined in the Joint Venture Agreement.

            
	 	 
	
              Put
                Option

            	
              As
                defined in the Joint Venture Agreement.

            
	 	 
	
              Services
                Agreement 

            	
              As
                defined in the Joint Venture
                Agreement.

            


    

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    


    
      	
              Shareholders'
                Agreement

            	
              The
                shareholders' agreement between the holders' of Partnership Shares
                concerning their holdings of shares in the General Partner as amended
                from
                time to time (at Closing the shareholders' agreement attached hereto
                as
                Appendix 8.3). 

            
	 	 
	
              Trade
                Sale 

            	
              The
                sale of 100 percent of the Partnership Shares to a bona fide third
                party
                or related parties, or a sale or
                exclusive license of all or substantially all assets of the Partnership
                against consideration in stock or cash or
                similar.

            


    

     

    
      	
              2.

            	
              BACKGROUND
                AND PURPOSE 

            


    

     

    
      	
              B.

            	
              As
                of
                January 31 2008 MHA and Nordic have entered into a joint venture
                agreement
                (the "Joint Venture Agreement") according to which Nordic shall contribute
                capital to a newly formed limited partnership (the "Partnership")
                and MHA
                shall assign and contribute the Assets to the Partnership. 

            


    

     

    
      	
              C.

            	
              The
                Partnership is founded as a Danish limited liability partnership
                by the
                Parties' signatures to this Agreement with the General Partner as
                general
                partner and the Limited Partners as limited
                partners.

            


    

     

    
      	
              D.

            	
              It
                is the purpose of the Partnership to acquire, develop and commercialize
                the Assets and to perform all activities necessary and convenient
                to
                accomplish the foregoing purpose. The Partnership shall carry out
                no other
                activities.

            


    

     

    
      	
              E.

            	
              The
                articles of association of the Partnership are attached hereto as
                Appendix
                2.4.
                In
                the event that there is any discrepancy between the Agreement and
                the
                articles of association the provisions of the Agreement shall prevail
                in
                the internal relationship of the
                Parties.

            


    

     

    
      	
              3.

            	
              THE
                PARTNERSHIP SHARES

            


    

     

    
      	
              F.

            	
              The
                Partnership is established with a nominal share capital of DKK 1,000,000
                divided into 1,000
                Partnership Shares of nominally DKK
                1,000. 

            


    

     

    
      	
              G.

            	
              At
                Closing the Partnership Shares are distributed among the Parties
                as
                follows (all amounts in DKK):

            


    

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Number of Partnership Shares

            
	
              Nordic 

            	
              500

            
	
              MHA

            	
              500

            
	
              General Partner

            	
              0

            
	
              Total

            	
              1,000

            


    

    


    The
      Partnership Shares owned by Nordic at Closing are referred to herein as the
      “Nordic Closing Partnership Shares” and the Partnership Shares owned by MHA at
      Closing are referred to herein as the “MHA Closing Partnership Shares.” At or
      after the Closing, the General Partner is authorized and directed,
      if
      requested by a Limited Partner, to deliver a certificate, executed on behalf
      of
      the Partnership by the General Partner, to such Limited Partner evidencing
      such
      Limited Partner’s Partnership Shares.

    


    
      	
              H.

            	
              None
                of the Partnership Shares have been paid in to the Partnership at
                Closing.

            


    

     

    
      	
              I.

            	
              The
                payment
                for the MHA Closing
                Partnership Shares
                shall be paid in to the Partnership at the Closing upon the Partnership's
                execution of the Contribution Agreement and MHA’s consummation of the
                assignment of the Assets to the Partnership as contemplated thereunder.
                Thus, the value of the Assets exceeds the cash payments payable under
                the
                Contribution Agreement and the excess value is contributed to the
                Partnership in return for the MHA Partnership
                Shares.

            


    

     

    
      	
              J.

            	
              The
                payment for the Nordic Closing Partnership Shares shall be paid in
                to the
                Partnership at
                the Closing upon the payment by Nordic to
                the Partnership
                of
                $2,500,000 by wire transfer to a bank account designated by the
                Partnership.

            


    

     

    
      	
              K.

            	
              No
                later than 15 Business Days after satisfaction, if any, of the Payment
                Milestone, Nordic shall pay to the Partnership an additional $2,500,000
                by
                wire transfer to a bank account designated by the Partnership as
                payment
                for an additional 500 Partnership Shares. The satisfaction of the
                Payment
                Milestone shall constitute payment by MHA for an additional 500
                Partnership Shares. Accordingly, after satisfaction of the Payment
                Milestone, the Partnership Shares shall be distributed among the
                Parties
                as follows (all amounts in DKK):

            


    

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Number of Partnership Shares

            
	
              Nordic
                

            	
              1,000

            
	
              MHA

            	
              1,000

            
	
              General
                Partner

            	
              0

            
	
              Total

            	
              2,000

            


    

    


    For
      the
      avoidance of doubt, if the Payment Milestone is not achieved Nordic shall not
      be
      obliged to make any payment to the Partnership pursuant to clause
      3.6.

     

    
      	
              II.

            	
              CAPITAL
                INCREASES

            


    

     

    
      	
              A.

            	
              Except
                as provided herein, the number of Partnership Shares may not be increased
                without the express unanimous written consent of the Parties.
                

            


    

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    
      	
              B.

            	
              Notwithstanding
                Section 4.1, in the event that either Party determines, in its reasonable
                good faith discretion, that the Partnership requires additional capital
                for the proper and efficient conduct of its business and to avoid
                insolvency (other than additional capital obtained through indebtedness
                for borrowed money from a bank), such Party shall provide each Limited
                Partner with a written request for contribution of such Limited Partner’s
                proportionate share of such requested additional capital amount
                (i.e.,
                pro rata according to the Limited Partners’ then respective equity
                ownership in the Partnership) in exchange for the Partnership’s issuance
                of Partnership Shares in the Partnership to such Limited Partner
                so that,
                after giving effect to such issuance, each Limited Partner will continue
                to maintain its same proportionate equity interest in the Partnership
                (assuming all Limited Partners elect to so contribute their proportionate
                shares of such requested additional capital amount) as of the date
                of such
                request. The Limited Partners shall have fifteen (15) days to make
                such
                election to contribute all or part of their proportionate share of
                the
                requested additional capital amount by the delivery of written notice
                to
                the Partnership of such election and, if such written notice is timely
                delivered, fifteen (15) days after delivery of such written notice
                to
                contribute the requested additional capital amount to the Partnership.
                If
                a Limited Partner declines to so contribute, elects to so contribute
                but
                thereafter fails to do so timely, or elects to contribute and timely
                does
                contribute some, but not all of, its proportionate share of the requested
                additional capital amount, the other Limited Partners shall have
                the
                option, for a period of fifteen (15) days next following the expiration
                of
                the applicable fifteen (15) day period, to contribute the remaining
                balance of such requested additional capital amount on the terms
                and
                conditions set forth in the written notice, which option shall be
                exercised by the delivery of written notice to the Partnership within
                such
                fifteen (15) day period, and to receive in exchange therefor the
                Partnership Shares in the Partnership that otherwise would have been
                issuable to the Limited Partner so declining or failing to contribute,
                or
                contributing less than all of, its proportionate share of the requested
                additional capital amount. The General Partner shall determine the
                fair
                market value of the shares for purposes of determining how to allocate
                the
                number of Partnership Shares issuable to each Limited Partner in
                consideration for its contribution of capital. If the General Partner
                is
                unable to determine the fair market value of the shares
                (because, among other reasons, the members of the board of directors
                of
                the General Partner cannot agree on the fair market value of the
                shares,
                as that decision is not a decision over which the chairman of the
                board
                has a casting vote), the fair market value of the shares shall be
                equal to
                the amount determined in good faith by the contributing Limited Partner
                if
                such amount is equal to or greater than the most recent valuation
                of such
                Partnership Shares calculated by or on behalf of the Partnership
                (the
                “Most Recent Valuation”), or, if such amount is lower than the Most Recent
                Valuation, then the fair market value shall be fixed as the average
                of two
                valuations made by impartial valuators (the “Independent Valuation”)
                appointed by the Institute of State-Authorised Public Accountants
                (in
                Danish: Foreningen af Statsautoriserede Revisorer). Both valuators
                shall
                be recommended experts in valuation of biotech companies. The Independent
                Valuation need not precede the contributions of capital, but shall
                in any
                case be initiated promptly following any contribution. Upon receipt
                of any
                additional capital from time to time contributed to it by a Limited
                Partner pursuant to this Section 4.2, the General Partner is authorized
                and directed,
                if requested by such Limited Partner, to deliver a certificate, executed
                on behalf of the Partnership by the General Partner, to such Limited
                Partner evidencing the Partnership Shares acquired by such Limited
                Partner
                hereunder. 

            


    

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              LIABILITY

            


    

     

    
      	
              4.1

            	
              The
                liability of the General Partner shall be personal and unlimited.
                

            


    

     

    
      	
              C.

            	
              The
                liability of each Limited Partner shall be limited to such Limited
                Partner's contribution to the Partnership. Thus, the liability of
                MHA in
                respect of the MHA Partnership Shares shall be limited to the contribution
                described in clause 3.4 and the liability of Nordic in respect of
                the
                Nordic Partnership Shares shall be limited to the contribution described
                in clause 3.5. 

            


    

     

    
      	
              5.

            	
              ADMINISTRATION
                OF THE PARTNERSHIP 

            


    

     

    
      	
              D.

            	
              The
                General Partner shall in its capacity as general partner be responsible
                for the management and administration of the Partnership. In particular
                the General Partner shall monitor and oversee the development and
                commercialization activities with respect to the Assets.
                

            


    

     

    
      	
              E.

            	
              The
                Partnership shall delegate the execution of certain of the General
                Partner's obligations pursuant to this Agreement to MHA to the extent
                set
                out in the Services Agreement. For the avoidance of doubt, the General
                Partner shall retain final power and authority in respect of all
                decisions
                regarding the Assets, including in respect of final development,
                partnering and marketing decisions, and such authority shall not
                be
                limited by the previous sentence.

            


    

     

    
      	
              F.

            	
              The
                General Partner shall at all times act in good faith and in the best
                interest of the Partnership, shall use its best endeavours to ensure
                the
                safekeeping of the Partnership's assets and shall provide such services
                and support to the Partnership as will ensure that the Partnership
                is in
                compliance with all applicable laws from time to
                time.

            


    

     

    
      	
              III.

            	
              THE
                GENERAL PARTNER

            


    

     

    
      	
              A.

            	
              The
                General Partner is a Danish limited liability company, which has
                been
                established prior to Closing with the articles of association attached
                hereto as Appendix
                7.1.

            


    

     

    
      	
              B.

            	
              At
                Closing the share capital of the General Partner is distributed between
                the Limited Partners as follows (all amounts in
                DKK):

            


    

     

    
      	 	
              Number of shares in the General Partner

            
	
              Nordic
                

            	
              62,500

            
	
              MHA

            	
              62,500

            
	
              Total

            	
              125,000

            


    

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

    


    
      	
              C.

            	
              At
                Closing the rights and obligations of the Limited Partners regarding
                their
                holdings of shares in the General Partner are set out in the shareholders'
                agreement attached hereto as Appendix
                7.3. 

            


    

     

    
      	
              D.

            	
              The
                share capital of the General Partner shall at all times be owned
                by the
                Limited Partners pro rata to their holdings of Partnership Shares.
                At any
                time that the relative
                ownership of Partnership Shares by MHA and Nordic changes, including,
                without limitation in accordance with the Put Option or the Call
                Option,
                the share capital of the General Partner shall be redistributed in
                accordance with the previous sentence. Each of Nordic and MHA agrees
                to
                deliver any certificates evidencing its share capital in the General
                Partner to the General Partner in furtherance of any such
                redistribution.

            


    

     

    
      	
              IV.

            	
              MANAGEMENT
                FEE

            


    

     

    
      	
              A.

            	
              In
                consideration of the services to be provided under this Agreement
                and the
                liability as a general partner of the Partnership, the General Partner
                shall receive a management fee of DKK 50,000
                per year, payable in arrears in quarterly instalments beginning on
                March
                31, 2008 (prorated for the period from the Closing through March
                31,
                2008).

            


    

     

    
      	
              B.

            	
              If
                the General Partner undertakes any of the services described in the
                Services Agreement (as a result of termination of the Services Agreement),
                the management fee shall be renegotiated and fixed at an amount which
                covers the reasonable expenses of the General Partner related to
                the
                provision of its services to the Partnership after the termination
                of the
                Services Agreement
                plus a reasonable profit. 

            


    

     

    
      	
              V.

            	
              MEETINGS
                OF THE PARTNERSHIP

            


    

     

    
      	
              A.

            	
              Every
                year the General Partner shall convene an ordinary general meeting
                in the
                Partnership.

            


    

     

    
      	
              B.

            	
              Extraordinary
                general meeting shall be held when deemed appropriate by the General
                Partner. Furthermore an extraordinary general meeting shall be held
                when
                it is requested in writing by a Limited Partner for consideration
                of a
                specified proposal. 

            


    

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    
      	
              C.

            	
              The
                notice convening general meetings shall be forwarded not earlier
                than 20
                Business Days and not later than 5 Business Days before the general
                meeting and shall include the agenda for the general
                meeting.

            


    

     

    
      	
              D.

            	
              At
                the general meeting resolutions may exclusively be passed as to matters
                which according to the Agreement or the articles of association of
                the
                Partnership are not under the purview of the General
                Partner.

            


    

     

    
      	
              E.

            	
              The
                ordinary general meeting shall be held in time for the audited and
                approved annual report to be filed with the Danish Commerce and Companies
                Agency no later than 5 months after the expiry of each accounting
                year.

            


    

     

    
      	
              F.

            	
              The
                agenda for the ordinary general meeting shall
                include:

            


    

     

    
      	 	
              (i)

            	
              The
                General Partner's presentation of the Partnership's activities during
                the
                past year.

            


    

     

    
      	 	
              (ii)

            	
              Presentation
                of the audited annual report for
                approval.

            


    

     

    
      	 	
              (iii)

            	
              Proposals,
                if any, from the General Partner and/or the Limited
                Partners.

            


    

     

    
      	
              G.

            	
              Each
                Partnership Share of DKK 1,000 confers one vote at the general meeting.
                

            


    

     

    
      	
              H.

            	
              All
                matters being dealt with at the general meeting shall be decided
                by simple
                majority. However, any amendment of the articles of association of
                the
                Partnership can only be made with the consent of the General Partner.
                Resolutions may be passed or matters dealt with by written consent
                in lieu
                of votes taken at a meeting. 

            


    

     

    
      	
              I.

            	
              The
                General Partner shall elect the chairman of the general meeting.
                The
                chairman leads the discussions and decides on all questions relating
                to
                the procedure of the matters tried at the general meeting, the voting
                and
                its results. 

            


    

     

    
      	
              J.

            	
              The
                discussions at the general meeting shall be kept in a minute book
                signed
                by the chairman and the General
                Partner.

            


    

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              POWER
                TO BIND THE PARTNERSHIP

            


    

     

    
      	
              K.

            	
              The
                Partnership shall be bound by the signature of the General Partner,
                such
                signature to include the signatures of one member of the board of
                directors of the General Partner appointed by Nordic, if any, and
                one
                member of the board of directors of the General Partner appointed
                by MHA,
                if any. No board member of the General Partner may refuse to sign
                anything
                authorized and directed by the board of directors of the General
                Partner,
                in accordance with the Shareholders Agreement, to be signed by the
                General
                Partner.

            


    

     

    
      	
              VI.

            	
              LIQUIDATION
                AND TRADE SALE PREFERENCES

            


    

     

    
      	
              A.

            	
              In
                the event of a dissolution of the Partnership whether in the form
                of a
                liquidation, bankruptcy or any other form of dissolution of the
                Partnership the following shall apply as regards the respective rights
                of
                the Limited Partners to receive distribution of
                proceeds:

            


    

     

    
      	 	
              (i)

            	
              Before
                any distribution is made to Limited Partners other than the holder(s)
                of
                the Nordic Partnership Shares, an amount corresponding to (a) the
                total
                amount contributed to the Partnership by Nordic pursuant to clauses 3.5
                and
                3.6 with the addition of a compounded return calculated at the rate
                of 10
                percent per annum as from the time each such capital contribution
                to the
                Partnership has been made through the date of payment of distribution,
                minus (b) distributions or
                payments received by the holder(s) of the Nordic Partnership Shares
                pursuant to clauses 13.1 and 13.2 hereof, shall be made to the holders
                of
                the Nordic Partnership Shares.

            


    

     

    
      	 	
              (ii)

            	
              From
                any amount available for distribution in excess of the amount referred
                to
                under sub-clause 11.1 (i) the holder(s) of the MHA Partnership Shares
                shall before any distribution is made to other Limited Partners be
                entitled to receive an amount corresponding to the proceeds distributed
                to
                the holders of the Nordic Partnership Shares under sub-clause 11.1
                (i).

            


    

     

    
      	 	
              (iii)

            	
              Any
                amount available for distribution in excess of the amounts referred
                to
                under sub-clauses 11.1 (i) and (ii) shall be distributed among Limited
                Partners on a pro rata basis according to their respective nominal
                holdings of Partnership Shares.

            


    

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    
      	
              B.

            	
              In
                the event of a Trade Sale based on a sale of 100 percent of the
                Partnership Shares the proceeds from such Trade Sale shall be distributed
                among the Limited Partners in accordance with clause 11.1. In the
                event of
                a Trade Sale based on the sale or
                license of all or substantially all assets of the Partnership,
                each
                Limited Partner shall be entitled to require that the Partnership
                be
                liquidated and the proceeds from such liquidation be distributed
                among the
                Limited Partners in accordance with clause
                11.1.

            


    

     

    
      	
              C.

            	
              Except
                as set forth in clause 11.2, the Partnership shall not be liquidated,
                dissolved or wound up without the unanimous consent of the Limited
                Partners and the General Partner. The proceeds from any liquidation,
                dissolution, winding up or sale of all Partnership Shares shall be
                distributed pursuant to clause
                11.1.

            


    

     

    
      	
              VII.

            	
              PLEDGE
                AND ASSIGNMENT OF PARTNERSHIP SHARES 

            


    

     

    
      	
              A.

            	
              A
                Party may not pledge or otherwise create or suffer the creation of
                any
                encumbrance or lien over all or any part of its Partnership Shares,
                without the prior written consent of the General
                Partner.

            


    

     

    
      	
              B.

            	
              Except
                for a conversion of Partnership Shares taking place by exercise of
                the
                Call Option and/or the Put Option as described in the Joint Venture
                Agreement, a Party may not sell, assign, issue put- or call-options,
                transfer or otherwise dispose of all or any part of its Partnership
                Shares
                without observing the rules set out in clauses
                12.3-12.5

            


    

     

    
      	
              C.

            	
              Permitted
                Transfers

            


    

     

    
      	
              1.

            	
              The
                transfer or other transmission of the Partnership Shares is subject
                to the
                rules set out in clauses 12.4-12.5,
                provided that the Limited Partners shall be allowed to transfer their
                Partnership Shares without observing these rules in the following
                situations:

            


    

     

    
      	 	
              (i)

            	
              Each
                Limited Partner shall be entitled to transfer its Partnership Shares
                wholly or partly to an entity which is 100 percent owned and controlled
                by
                such Limited Partner, provided that the original Limited Partner
                shall
                remain liable for the assignee's performance of all of the original
                Limited Partner's obligations under this Agreement and that the original
                Limited Partner shall maintain a 100 percent direct ownership and
                control
                of such company as long as it owns Partnership
                Shares.

            


    

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              Nordic
                shall be entitled to transfer its Partnership Shares to another investment
                entity advised by its management company, Nordic Biotech Advisors
                ApS
                (company registration No 26123925), as well as to one or more of
                the
                limited partners in Nordic.

            


    

     

    
      	
              D.

            	
              Rights
                of First Refusal 

            


    

     

    
      	
              1.

            	
              Upon
                any transfer of a Limited Partner's (referred to as the "Proposing
                Transferor") Partnership Shares or any part thereof (referred to
                as the
                "Sale Shares"), whether by sale, gift, enforcement by creditors or
                division of an estate, the other Limited Partner(s) shall have a
                pre-emptive right to the Sale Shares offered for sale by the Proposing
                Transferor – failing amicable agreement as to the price and
                conditions for the transfer of such shares – at the price and on the
                conditions at which the Proposing Transferor proposes to sell the
                Sale
                Shares to a independent third party (referred to as the "Proposing
                Transferee"). The Proposing Transferee may not whether directly or
                indirectly have any community of interests with the Proposing
                Transferor.

            


    

     

    
      	
              2.

            	
              The
                Proposing Transferor that wishes to dispose of Sale Shares in accordance
                with clause 12.4.1 must offer such shares to the other Limited Partner(s)
                by giving written notice (referred to as the "Transfer Notice") to
                the
                General Partner, who shall without undue delay and in any event within
                5
                Business Days pass on the Transfer Notice to the other Limited Partner(s).
                The Transfer Notice shall include information as to the identity
                of the
                Proposing Transferee and must be accompanied by the offer from the
                Proposing Transferee, including documentation to the effect that
                the
                Proposing Transferee is able to pay the purchase price and fulfil
                any
                other conditions of such offer.

            


    

     

    
      	
              3.

            	
              In
                the event that the other Limited Partner(s) is(are) desirous of accepting
                the offer, such Limited Partner(s) shall submit its(their) acceptance
                in
                writing addressed to the General Partner and such acceptance must
                reach
                the General Partner within 10 Business Days after the General Partner
                having submitted the Transfer Notice to the other Limited
                Partner(s).

            


    

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              In
                the event that an offer made in pursuance hereof is accepted by several
                other Limited Partners in respect of a total share amount exceeding
                the
                share amount comprised in the Transfer Notice, the General Partner
                shall
                allot shares to each such Limited Partners in proportion as nearly
                as may
                be to the number of shares already held by the respective participating
                Limited Partner. Not later than 5 Business Days after the expiry
                of the
                above-mentioned 10 Business Days time limit, the General Partner
                shall
                give notice to the Proposing Transferor stating whether the shares
                comprised in the Transfer Notice have been taken up by the other
                Limited
                Partner(s) having a pre-emptive
                right.

            


    

     

    
      	
              5.

            	
              Failing
                the other Limited Partner's(s') acceptance to take up all of the
                Sale
                Shares proposed to be disposed of in the Transfer Notice, all the
                Sale
                Shares may be transferred to the Proposing Transferee at a price,
                which is
                not lower and on conditions not less strict than those offered to
                the
                other Limited Partner(s), provided that the transfer is executed
                within 40
                Business Days following expiry of the period, in which the offer
                from the
                Proposing Transferor may be accepted by the other Limited Partner(s).
                After expiry of such 40 Business Days period, the Proposing Transferor
                may
                not sell such shares to the Proposing Transferee or any other third
                party
                without having offered such shares to the other Limited Partner(s)
                according to the provisions of this clause
                12.4.

            


    

     

    
      	
              E.

            	
              Tag-along
                Right 

            


    

     

    If
      in
      observance of the provisions of this clause 12, including the pre-emption right,
      Partnership Shares are transferred from one or more Limited Partners to a third
      party, whereby such third party obtains 50 percent or more of the Partnership
      Shares,
      the
      transfer may only be executed on condition that the said third party
      simultaneously offers to purchase the Partnership Shares held by the remaining
      Limited Partner(s) on the same terms and conditions.

    


    
      	
              F.

            	
              General
                conditions 

            


    

     

    
      	
              1.

            	
              A
                transfer of Partnership Shares pursuant to clauses 12.3 or 12.4,
                including
                by way of enforcement by creditors or in any other way, as well as
                a
                transfer of Partnership Shares by exercise of part of the Call Option
                or
                Put Option, is conditional upon that simultaneously with such transfer
                the
                transferring party shall transfer such number of shares in the General
                Partner to the transferee(s) that subsequent to the transfer of
                Partnership Shares the share capital of the General Partner is owned
                by
                the holders of Partnership Shares pro rata to their holdings of
                Partnership Shares. 

            


    

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              A
                transfer of Partnership Shares pursuant to clause 12.3 or 12.4, including
                by way of enforcement by creditors or in any other way, as well as
                a
                transfer of Partnership Shares by exercise of part of the Call Option
                or
                Put Option, is conditional upon the transferee(s) signing and adhering
                to
                this Agreement and the Shareholders' Agreement.


            


    

     

    
      	
              VIII.

            	
              DIVIDENDS
                AND DISTRIBUTIONS

            


    

     

    
      	
              A.

            	
              Minimum
                Distribution.
                Within 45 days of the end of each fiscal year of the Partnership,
                the
                General Partner shall determine
                the amount of available cash from operations to be distributed (the
                “Distributable Amount”). The General Partner shall authorize and
                distribute
                (1) a “Minimum Distribution” to Nordic equal to
                the greater of (i) 6% of Net Sales (as such term is defined in that
                certain Exclusive License Agreement for “Hedrin” among Thornton &
                Ross, Ltd., Kerris, S.A. and Manhattan Pharmaceuticals, Inc., dated
                June
                26, 2007, as such Exclusive License Agreement may be amended and/or
                restated from time to time (the “License Agreement”)) for such fiscal
                year, as such amount may be reduced in accordance with clause 13.3
                (the
                “Nordic Royalty”), and (ii) Nordic’s pro rata share of the Distributable
                Amount, and (2) an amount to MHA equal to the Distributable Amount
                minus
                the Minimum Distribution. To the extent Nordic has received one or
                more
                License Payments for such fiscal year, the Minimum Distribution shall
                be
                reduced by the amount of such License
                Payments.

            


    

     

    
      	
              B.

            	
              In
                all events, the General Partner shall, to the extent not prohibited
                by
                law, authorize and distribute a distribution,
                allocated among the Limited Partners pro
                rata in accordance with their Partnership Shares, that will at least
                cover
                the tax liability of each Limited Partner arising from the net income
                of
                the Partnership.

            


    

     

    
      	
              C.

            	
              To
                the extent Nordic’s percentage ownership of Partnership Shares changes,
                the percentage set forth in clause 13.1(1)(i) shall be changed in
                the same
                proportion as the amount of the change of Nordic’s percentage ownership.
                For the avoidance of doubt, if Nordic’s percentage ownership of
                Partnership Shares decreases from 50% to 20%, the Nordic Royalty
                shall be
                reduced from 6% to 2.4% of Net
                Sales.

            


    

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              AUDITOR

            


    

     

    
      	
              D.

            	
              The
                auditor of the Partnership shall be a Danish member of an internationally
                recognised accounting group.
                

            


    

     

    
      	
              E.

            	
              The
                auditor is elected by
                the General Partner for 1 year at a time.
                Re-election may take place. 

            


    

     

    
      	
              8.

            	
              NON-COMPETITION

            


    

     

    
      	
              F.

            	
              During
                the term of this Agreement none of the Limited Partners are entitled
                to
                start up, acquire, engage in, or in any other way directly or indirectly
                participate in any activity or business which competes fully or partly
                with the activities of the Partnership relating to the development
                or
                commercialization of the Assets within North America, in the field
                of
                treating lice infestations in human beings, unless written consent
                thereto
                is granted by the other Limited
                Partner(s).

            


    

     

    
      	
              9.

            	
              CONFIDENTIALITY

            


    

     

    
      	
              9.1

            	
              The
                Parties shall keep as confidential any information they may obtain
                on the
                business and activities of the Partnership as a consequence of the
                Limited
                Partners' joint ownership of the Partnership and neither the conditions
                for any of the Limited Partners' investment in the Partnership nor
                the
                conditions included in this Agreement shall be disclosed publicly
                or
                privately, except (i) otherwise agreed between the Parties, (ii)
                where
                such disclosure is required to be given by law, a court of competent
                jurisdiction, a stock ex-change or any administrative, regulatory
                or
                governmental authority or body, (iii) where the information was available
                in the public at the time of disclosure, (iv) becomes available to
                the
                general public other than as a result of any non-compliance with
                this
                clause 16.1, (v) is provided to the disclosing Party by a third party
                who
                is lawfully in possession of such information and has a lawful right
                to
                disclose it, or (vi) was independently developed by the disclosing
                Party.

            


    

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

     

    
      	
              9.2

            	
              Notwithstanding
                clause 16.1, Nordic shall always be entitled to provide such information
                to its limited partners about the Partnership as required from time
                to
                time by Nordic under its limited partnership
                agreement.

            


    

     

    
      	
              IX.

            	
              VALUE
                ADDED TAX - TAXES

            


    

     

    
      	
              A.

            	
              All
                amounts payable pursuant to this Agreement shall, unless otherwise
                stated,
                be exclusive of any VAT. 

            


    

     

    
      	
              B.

            	
              The
                Partnership shall be responsible for any VAT and other taxes which
                may be
                payable on services acquired by the Partnership.
                

            


    

     

    
      	
              C.

            	
              The
                Parties shall fully account for their own taxes and VAT (if any)
                arising
                out of distributions from the
                Partnership.

            


    

     

    
      	
              10.

            	
              EXCULPATION
                AND INDEMNITIES

            


    

     

    
      	
              D.

            	
              No
                director, officer, employee, agent, advisor or shareholder of the
                General
                Partner shall have any liability for any loss to the Partnership
                or to the
                Limited Partners arising in connection with services or duties performed
                or to be performed by the General Partner pursuant to or resulting
                from
                this Agreement, except in respect of any matter resulting from such
                person's gross negligence or willful misconduct towards any obligation
                or
                duty such person has or may have in relation to the services performed
                or
                to be performed by the General Partner pursuant to or resulting from
                this
                Agreement.

            


    

     

    
      	
              E.

            	
              The
                Partnership shall indemnify any director, officer, employee, agent,
                advisor or shareholder of the General Partner against any claim raised
                by
                a third party in connection with services or duties performed or
                to be
                performed by the General Partner pursuant to or resulting from this
                Agreement, except in respect of any matter resulting from such person’s
                gross negligence or willful misconduct towards any obligation or
                duty such
                person has or may have in relation to the services performed or to
                be
                performed by the General Partner pursuant to or resulting from this
                Agreement.

            


    

     

    
      	
              X.

            	
              AMENDMENT
                OF THE AGREEMENT

            


    

     

    
      	
              A.

            	
              The
                Agreement can only be amended with the written consent of all
                Parties.

            


    

     

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

     

    
      	
              B.

            	
              The
                Agreement is non-terminable, except as agreed to by all
                Parties.

            


    

     

    
      	
              XI.

            	
              NOTICES

            


    

     

    
      	
              A.

            	
              All
                notices between the Parties under this Agreement shall be sent by
                (i)
                registered mail, or (ii) email or fax to be confirmed by ordinary
                letter
                     within 48 hours after transmission to the following addresses,
                email and
                fax numbers, unless these subsequently are changed to another address,
                email of fax with a notice of at least 3 Business
                Days:

            


    

     

    
      	
              Nordic:

            	
              Nordic
                Biotech Venture Fund II K/S

            
	 	
              c/o
                Nordic Biotech Advisors ApS

            
	 	
              Østergade
                5, 3rd floor

            
	 	
              DK-1100
                Copenhagen K

            
	 	
              Denmark

            
	 	
              Fax
                +45 70 20 12 64

            
	 	
              E-mail:
                fs@nordic-biotech.com

            
	 	
              Attn.:
                Florian Schönharting

            
	 	
              With
                a copy to: John M. Barberich

            
	 	
              Email:
                jmb@nordicbiotech.com

            
	 	 
	
              MHA:

            	
              Manhattan
                Pharmaceuticals, Inc.

            
	 	
              810
                Seventh Avenue, 4th Floor

            
	 	
              New
                York, NY 10019

            
	 	
              Fax:
                (212) 582-3957

            
	 	
              Attn:
                Chief Financial Officer

            
	 	
              Email:
                mgmcguinness@manhattanpharma.com

            
	 	 
	
              General
                Partner:

            	
              Hedrin
                Pharmaceuticals General Partner ApS 

            
	 	
              Østergade
                5, 3rd floor

            
	 	
              DK-1100
                Copenhagen K

            
	 	
              Denmark

            
	 	
              Fax
                +45 70 20 12 64

            
	 	
              E-mail:
                fs@nordic-biotech.com

            
	 	 
	 	
              Attn.:
                Florian Schönharting

            
	 	 
	 	
              and

            
	 	 
	 	
              810
                Seventh Avenue, 4th Floor

            
	 	
              New
                York, NY 10019

            
	 	
              Fax:
                (212) 582-3957

            
	 	
              Attn:
                Chief Financial Officer

            
	 	
              Email:
                mgmcguinness@manhattanpharma.com

            


    

     

    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

    


    
      	
              11.

            	
              GOVERNING
                LAW AND JURISDICTION

            


    

     

    
      	
              B.

            	
              This
                Agreement shall be governed by and construed in accordance with Danish
                law.

            


    

     

    
      	
              C.

            	
              Each
                Party hereby irrevocably submits to the exclusive
                jurisdiction of the federal and state courts sitting in the state
                of New
                York in any action or proceeding arising out of or relating to this
                Agreement. Each Party hereby irrevocably agrees, on behalf of itself
                and
                on behalf of such Party’s successors and permitted assigns, that all
                claims in respect of such action or proceeding shall be heard and
                determined in any such court and irrevocably waives any objection
                such
                person may now or hereafter have as to the venue of any such suit,
                action
                or proceeding brought in such a court or that such court is an
                inconvenient forum. 

            


    

     

    
      	
              XII.

            	
              LICENSE

            


    

     

    
      	
              A.

            	
              The
                General Partner and the Parties agree that any agreement entered
                into by
                the Partnership with respect to the Assets or the License Agreement,
                including, without limitation, a sublicense agreement or other agreement
                by which a third party (a “Licensee”) contracts to sell or otherwise
                commercialize the Assets, shall include, at Nordic’s option, a provision
                by which the Licensee agrees to pay a portion of the consideration
                payable
                by such Licensee equal to the Nordic Royalty directly to Nordic (the
                “License Payment”). Nordic shall agree in any such agreement to provide
                notice of changes to the Nordic Royalty to any Licensee promptly
                as they
                occur.

            


    

     

    Remainder
      of page intentionally blank; signature page follows


    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    


    21
      /2
      2008

    


    For
      Nordic Biotech General Partner II ApS on behalf of Nordic Biotech Venture Fund
      II K/S:

    


    /s/
      Christian Hansen

    
      	 


    

    Name:
      Christian Hansen

    Title:
      Partner

    


    /s/
      Florian Schonharting

    
      	 


    

    Name:
      Florian Schonharting

    Title:
      Partner

     

    21
      /2
      2008

    


    For
      Manhattan Pharmaceuticals, Inc.:

    


    /s/
      Michael McGuinness

    
      	 


    

    Name:
      Michael McGuinness 

    Title:
      CFO

     

    21
      / 2
      2008

    


    For
      Hedrin Pharmaceuticals General Partner ApS (under formation):

    


    
      	
              /s/
                Christian Hansen

            	 	 
	 	 	
              /s/
                Florian Schonharting

            
	
              Name:
                Christian Hansen

            	 	
                   Name:
                Florian Schonharting

            
	
              Title:
                Partner

            	 	
                   Title:
                Partner

            


    


    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

    
       

      
        Appendix
          2.4

        


        Articles
          of Association of the Partnership

        


        
          	 	
                  VEDTÆGTER
                    

                   

                  for

                   

                  [Hedrin
                    Pharmaceuticals K/S]

                	 	
                  ARTICLES
                    OF ASSOCIATION 

                   

                  of

                   

                  [Hedrin
                    Pharmaceuticals K/S]

                   

                  (Translation
                    of official Danish language version in left-hand
                    column)

                
	
                  1.

                	
                  SELSKABETS
                    NAVN

                	 	
                  NAME

                
	
                  1.1

                	
                  Selskabets
                    navn er [Hedrin
                    Pharmaceuticals K/S].

                	 	
                  The
                    name of the company is [Hedrin Pharmaceuticals K/S].

                
	 	 	 	 
	
                  2.

                	
                  HJEMSTED

                	 	
                  REGISTERED
                    OFFICE

                
	
                  2.1

                	
                  Selskabets
                    hjemsted er Københavns Kommune.

                	 	
                  The
                    registered office of the company is in the municipality of
                    Copenhagen.

                
	 	 	 	 
	
                  3.

                	
                  FORMÅL

                	 	
                  OBJECTS

                
	
                  3.1

                	
                  Det
                    er selskabets formål at eje, udvikle og kommercialisere medicinske
                    produkter.

                	 	
                  The
                    object of the company is to acquire,
                    develop and commercialize medical products. 

                
	 	 	 	 
	
                  4

                	
                  SELSKABETS
                    KAPITAL

                	 	
                  SHARE
                    CAPITAL

                
	
                  4.1

                	
                  Selskabets
                    kapital udgør DKK 2.000.000 fordelt på 2.000 kommandit-anparter a DKK
                    1.000.

                	 	
                  The
                    capital of the company is DKK 2,000,000 divided into 2,000 limited
                    partnership shares of DKK 1,000. 

                
	
                  4.2

                	
                  Ved
                    tegning eller anden erhvervelse af kommanditanparter skal enhver
                    kommanditist underskrive eller på anden måde tiltræde den gældende
                    kommanditselskabsaftale.

                	 	
                  At
                    subscription or any other acquisition of limited partnership
                    shares any
                    limited partner shall sign or in other ways accede to the applicable
                    limited partnership agreement.

                
	
                  4.3

                	
                  Selskabets
                    kapital er ikke indbetalt ved stiftelsen, men skal under visse
                    betingelser
                    som nærmere beskrevet i kommanditselskabsaftalen indbetales af
                    kommanditisterne. Indbetalingen kan foretages som kontantindskud
                    og som
                    apportindskud.

                	 	
                  The
                    share capital of the company has not been paid in at the foundation,
                    but
                    shall under certain conditions specified in the limited partnership
                    agreement be paid in by the limited partners. The payment may
                    take place
                    in cash and by contribution in kind. 

                
	
                  4.4

                	
                  Komplementaren
                    har ingen ejerandel i selskabet.

                	 	
                  The
                    general partner has no ownership share in the
                    company.

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	 	 	 	 
	
                  5.

                	
                  HÆFTELSE

                	 	
                  LIABILITY

                
	
                  5.1

                	
                  Komplementaren
                    hæfter personligt og ubegrænset for selskabets
                    forpligtelser.

                	 	
                  The
                    general partner is subject to personal and unlimited liability
                    for all
                    obligations of the company.

                
	
                  5.2

                	
                  Selskabets
                    øvrige deltagere er kommanditister, som hæfter indirekte og solidarisk for
                    selskabets forpligtelser, dog således at den enkelte kommanditists
                    hæftelse er begrænset til dennes til enhver tid værende indskud i
                    selskabet. 

                	 	
                  The
                    other participants of the company are limited partners, who shall
                    have
                    indirect, joint and several liability for the obligations of
                    the company,
                    however the liability of the individual limited partner shall
                    be limited
                    to such
                    limited partner's contribution to the company at the time in
                    question.
                    

                
	 	 	 	 
	
                  6.

                	
                  GENERALFORSAMLINGER

                	 	
                  GENERAL
                    MEETINGS

                
	
                  6.1

                	
                  Komplementaren
                    skal hvert år indkalde til en ordinær generalforsamling i
                    selskabet.

                	 	
                  Every
                    year the general partner shall convene an ordinary general meeting
                    in the
                    company.

                
	
                  6.2

                	
                  Ekstraordinær
                    generalforsamling skal afholdes, når komplementaren finder anledning
                    hertil. Endvidere skal komplementaren indkalde til ekstraordinær
                    generalforsamling, såfremt en af kommanditister fremsætter skriftlig
                    anmodning herom med angivelse af de forslag, som de pågældende
                    kommanditister ønsker behandlet. 

                	 	
                  Extraordinary
                    general meeting shall be held when deemed appropriate by the
                    general
                    partner. Furthermore extraordinary general meeting shall be held
                    when it
                    is requested in writing by a limited partner for consideration
                    of a
                    specified proposal. 

                
	
                  6.3

                	
                  Skriftlig
                    indkaldelse til såvel ekstraordinær som ordinær generalforsamling skal ske
                    med mindst 5 hverdages og højst 20 hverdages varsel. Indkaldelsen skal
                    indeholde dagsordenen for generalforsamlingen og en beskrivelse
                    af
                    dagsordenens væsentlige punkter.

                	 	
                  The
                    notice convening general meetings shall be forwarded not earlier
                    than 20
                    business days and not later than 5 business days before the general
                    meeting and shall include the agenda for the general meeting
                    and
                    particulars of important items on the agenda.

                
	
                  6.4

                	
                  På
                    generalforsamlingen kan alene træffes beslutning om forhold, som ikke
                    ifølge den for selskabet gældende kommanditselskabsaftale eller selskabets
                    vedtægter henhører under komplementaren.

                	 	
                  At
                    the general meeting resolutions may exclusively be passed as
                    to matters
                    which according to the applicable limited partnership agreement
                    or the
                    company’s articles of association are not under the purview of the general
                    partner.

                
	
                  6.5

                	
                  Den
                    ordinære generalforsamling skal afholdes i så god tid, at selskabets
                    reviderede og godkendte årsrapport kan indsendes til Erhvervs- og
                    Selskabsstyrelsen, så den er modtaget i styrelsen inden 5 måneder efter
                    udløbet af hvert regnskabsår.

                	 	
                  The
                    ordinary general meeting shall be held in time for the audited
                    and
                    approved annual accounts to be filed with the Danish Commerce
                    and
                    Companies Agency no later than 5 months after the expiry of each
                    accounting year.

                   

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	
                  6.6

                	
                  Dagsordenen
                    for den ordinære generalforsamling skal omfatte:

                   

                  1.  Komplementarens
                    beretning om selskabets

                          
                    virksomhed i det forløbne år.

                   

                  2.  Fremlæggelse
                    af revideret årsrapport til 

                          
                    godkendelse.

                   

                  3.  Eventuelle
                    forslag fremsat af komplementaren 

                           
                    og/eller kommanditisterne.

                	 	
                  The
                    agenda for the ordinary general meeting shall include:

                   

                  1.  The
                    general partner's presentation of the 

                            company's
                    activities during the past year.

                   

                  2.  Presentation
                    of the audited annual accounts 

                          
                    for approval.

                   

                  3.  Proposals,
                    if any, from the general partner 

                           
                    and/or the limited partners.

                   

                
	
                  6.7

                	
                  Ved
                    afstemninger på generalforsamlingen giver hvert kommanditandel, én stemme.
                    

                	 	
                  Each
                    Share confers one vote at the general meeting. 

                
	
                  6.8

                	
                  Alle
                    beslutninger på generalforsamlingen vedtages med simpelt stemmeflertal,
                    idet beslutning om ændring af selskabets vedtægter dog kun er gyldig,
                    såfremt den tiltrædes af komplementaren.

                	 	
                  All
                    matters being dealt with at the general meeting shall be decided
                    by simple
                    majority. However, any amendment of the company's articles of
                    association
                    can only be made with the consent of the general
                    partner.

                
	
                  6.9

                	
                  Generalforsamlingen
                    ledes af en dirigent valgt af komplementaren.

                	 	
                  The
                    general partner shall elect the chairman of the general meeting.
                    

                
	
                  6.10

                	
                  Dirigenten
                    leder forhandlingerne og afgør alle spørgsmål vedrørende sagernes
                    behandlingsmåde, stemmeafgivningen og dennes resultater.

                	 	
                  The
                    chairman leads the discussions and decides on all questions relating
                    to
                    the procedure of the matters tried at the general meeting, the
                    voting and
                    its results. 

                
	
                  6.11

                	
                  Over
                    forhandlingerne på generalforsamlingen føres en protokol, der underskrives
                    af dirigenten og komplementaren.

                	 	
                  The
                    discussions at the general meeting shall be kept in a minute
                    book signed
                    by the chairman and the general partner.

                
	 	 	 	 
	
                  7.

                	
                  ANPARTSOVERGANG

                	 	
                  TRANSFER
                    OF SHARES

                
	
                  7.1

                	
                  Overdragelse
                    og anden retsovergang af kommanditanparter er kun gyldig, når dette sker i
                    overensstemmelse med kommanditselskabsaftalen, og når selskabet efter
                    anmeldelse af ejerskiftet har bekræftet dets gyldighed.

                	 	
                  Any
                    transfer of limited partnership shares shall only be valid when
                    such
                    transfer takes place in accordance with the limited partnership
                    agreement,
                    and when the company after receipt of notification of the change
                    of
                    ownership has confirmed its
                    validity.

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	 	 	 	 
	
                  8.

                	
                  SELSKABETS
                    LEDELSE

                	 	
                  MANAGEMENT
                    OF THE COMPANY

                
	
                  8.1

                	
                  Selskabet
                    ledes af komplementaren, der dog er berettiget til at lade tredjemand
                    udføre drifts- og ledelsesmæssige opgaver på komplementarens vegne og på
                    komplementarens ansvar, i det omfang dette er tilladt efter
                    kommanditselskabsaftalen. 

                	 	
                  The
                    company is managed by the general partner who shall, however,
                    be entitled
                    to appoint a third party to perform its operational and management
                    tasks
                    on behalf of the general partner and on the general partner's
                    responsibility to the extent permitted by the limited partnership
                    agreement. 

                
	 	
                   

                  Som
                    vederlag for de ydelser, som skal leveres i henhold til
                    kommanditselskabsaftalen og hæftelsen som komplementar, skal
                    komplementaren modtage et årligt management fee på 50.000 eller et sådant
                    andet beløb, som måtte blive besluttet i henhold til
                    kommanditselskabsaftalen. 

                	 	
                   

                  In
                    consideration of the services to be provided under the limited
                    partnership
                    agreement and the liability as a general partner of the company,
                    the
                    general partner shall receive a management fee of DKK 50,000
                    per year or
                    such other amount as may be decided pursuant to the limited partnership
                    agreement.

                
	 	 	 	 
	
                  9.

                	
                  FORDELING
                    OG UDLODNING AF SELSKABETS RESULTAT

                	 	
                  DISTRIBUTION
                    AND ALLOCATION OF THE COMPANY’S RESULT

                
	
                  9.1

                	
                  Fordeling
                    og udlodning af selskabets resultat sker som bestemt i
                    kommanditselskabsaftalen.

                	 	
                  Distribution
                    and allocation of the company’s result shall take place as set out in the
                    limited partnership agreement.

                
	 	 	 	 
	
                  10.

                	
                  TEGNINGSREGEL

                	 	
                  POWER
                    TO BIND THE COMPANY

                
	
                  10.1

                	
                  Selskabet
                    tegnes af komplementaren. Komplementarens
                    tegningsregel skal kræve underskrift af mindst to medlemmer af
                    komplementarens bestyrelse.

                	 	
                  The
                    company shall be bound by the signature of the general partner.
                    The rules
                    of signature of the general partner shall require signature by
                    at least
                    two members of the board of directors of the general partner.
                    

                
	 	 	 	 
	
                  11.

                	
                  REVISOR

                	 	
                  AUDITOR

                
	
                  11.1

                	
                  Selskabets
                    regnskaber revideres af en statsautoriseret revisor. Revisor
                    vælges af
                    komplementaren på den ordinære generalforsamling for ét år ad gangen med
                    mulighed for genvalg.

                	 	
                  The
                    company’s accounts shall be audited by a state-authorised public
                    accountant. The auditor shall be elected by the general partner
                    at the
                    ordinary general meeting for 1 year at a time. Re-election may
                    take
                    place.

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	 	 	 	 
	
                  12.

                	
                  REGNSKABSÅR

                	 	
                  FINANCIAL
                    YEAR

                
	
                  12.1

                	
                  Selskabets
                    regnskabsår løber fra 1. januar til 31. december.

                	 	
                  The
                    financial year of the company is 1 January to 31
                    December.

                
	
                  12.2

                	
                  Selskabets
                    første regnskabsår løber fra stiftelsen til den 31. december
                    2008.

                	 	
                  The
                    first accounting year of the company is from the foundation until
                    31
                    December 2008.

                
	 	 	 	 
	 	
                   

                  *
                    *
                    *

                	 	
                   

                  *
                    *
                    *

                
	 	
                  Således
                    vedtaget ved selskabets stiftelse den 2008

                	 	
                  As
                    adopted at the foundation of the company on
                    2008

                


        

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        


        Appendix
          7.1

        


        Articles
          of Association of General Partner

        


        
          	 	
                  VEDTÆGTER

                   

                  for

                   

                  [Hedrin
                    Pharmaceuticals General
                    Partner ApS]

                	 	
                  ARTICLES
                    OF ASSOCIATION

                   

                  of

                   

                  [Hedrin
                    Pharmaceuticals General
                    Partner ApS]

                   

                  (Translation
                    of official Danish language version in left-hand
                    column)

                
	
                  1.

                	
                  NAVN

                	 	
                  NAME

                
	
                  1.1

                	
                  Selskabets
                    navn er [Hedrin Pharmaceuticals General Partner ApS].

                	 	
                  The
                    name of the company is [Hedrin
                    Pharmaceuticals General Partner ApS].

                
	 	 	 	 
	
                  2.

                	
                  HJEMSTED

                	 	
                  REGISTERED
                    OFFICE

                
	
                  2.1

                	
                  Selskabets
                    hjemsted er i Københavns Kommune. 

                	 	
                  The
                    registered office of the company
                    is in the municipality of Copenhagen.

                
	 	 	 	 
	
                  3.

                	
                  FORMÅL

                	 	
                  OBJECTS

                
	
                  3.1

                	
                  Selskabets
                    formål er at være komplementar i [Hedrin Pharmaceuticals
                    K/S].

                	 	
                  The
                    object of the company is to be general partner of [Hedrin
                    Pharmaceuticals K/S].

                
	 	 	 	 
	
                  4.

                	
                  ANPARTSKAPITAL

                	 	
                  SHARE
                    CAPITAL

                
	
                  4.1

                	
                  Selskabets
                    anpartskapital udgør DKK 125.000 fordelt på anparter à DKK
                    1.

                	 	
                  The
                    share capital of the company is DKK 125,000 divided into shares
                    of DKK
                    1.

                
	
                  4.2

                	
                  Anparterne
                    er undergivet visse begrænsninger i den indgåede
                    anpartshaveroverenskomst.

                	 	
                  The
                    shares are subject to and comprised
                    by certain restrictions in the entered into shareholders'
                    agreement.

                
	 	 	 	 
	
                  5.

                	
                  ANPARTSOVERGANG

                	 	
                  TRANSFER
                    OF SHARES

                
	 	
                  Overdragelse
                    og anden retsovergang af selskabets anparter kan alene ske i
                    overensstemmelse med den indgåede
                    anpartshaveroverenskomst.

                	 	
                  Any
                    transfer and other assignment of the company's shares may only
                    take place
                    be in accordance with the shareholders' agreement entered
                    into.

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	 	 	 	 
	
                  6.

                	
                  GENERALFORSAMLINGER

                	 	
                  GENERAL
                    MEETINGS

                
	
                  6.1

                   

                   

                   

                	
                  Generalforsamlingen
                    har den højeste myndighed i alle selskabets anliggender inden for de i
                    lovgivningen og nærværende vedtægter fastsatte grænser.

                	 	
                  The
                    general meeting of shareholders
                    has the supreme authority in all matters pertaining to the company
                    subject
                    to the limitations established by law and these articles of
                    association.

                
	
                  6.2

                	
                  Selskabets
                    generalforsamling skal afholdes på selskabets hjemsted eller andetsteds i
                    Region Hovedstaden. Den ordinære generalforsamling skal afholdes hvert år
                    i så god tid, at den reviderede og godkendte årsrapport kan indsendes til
                    Erhvervs- og Selskabsstyrelsen, så den er modtaget i styrelsen inden 5
                    måneder efter udløbet af hvert regnskabsår.

                	 	
                  General
                    meetings shall be held at the registered office of the company
                    or elsewhere in the Capital Region of Denmark. The annual general
                    meeting
                    shall be held in time for the audited and adopted annual report
                    to be
                    received by the Danish Commerce and Companies Agency (Erhvervs-
                    og
                    Selskabsstyrelsen) within five months after expiry of the financial
                    year.

                
	
                  6.3

                	
                  Dagsordenen
                    for den ordinære generalforsamling skal omfatte:

                   

                  1.  Valg
                    af dirigent.

                  2.  Forelæggelse
                    af årsrapport med revisionspåtegning 

                          
                    til godkendelse.

                  3.  Beslutning
                    om anvendelse af overskud eller 

                          
                    dækning af tab i henhold til den godkendte 

                          
                    årsrapport

                  4.  Eventuelle
                    forslag fra bestyrelse eller anpartshavere.

                	 	
                  The
                    agenda for the ordinary general
                    meeting shall include:

                   

                  1.  Election
                    of chairman of the meeting.

                  2.  Presentation
                    of the annual report with the 

                           auditor's
                    report for approval.

                  3.  Decision
                    on allocation of profit or the cover 

                          
                    of losses according to the approved annual 

                           report.

                  4.  Proposals,
                    if any, from the board of 

                          
                    directors or the shareholders.

                
	
                  6.4

                	
                  På
                    generalforsamlingen giver hver anpart én stemme.

                	 	
                  Each
                    share carries one vote at the general meeting.

                
	 	 	 	 
	
                  7.

                	
                  SELSKABETS
                    LEDELSE

                	 	
                  MANAGEMENT
                    OF THE COMPANY

                
	
                  7.1

                	
                  Selskabet
                    ledes af en bestyrelse på én til fem medlemmer valgt af
                    generalforsamlingen.

                	 	
                  The
                    board of directors shall consist
                    of one to five directors appointed by the general meeting in
                    accordance
                    with the shareholders agreement. 

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	
                  7.2

                	
                  Selskabet
                    har ingen direktion.

                	 	
                  The
                    company has no board of management.

                
	 	 	 	 
	
                  8.

                	
                  TEGNINGSREGEL

                	 	
                  POWER
                    TO BIND THE COMPANY

                
	 	
                  Selskabet
                    tegnes af 2 bestyrelsesmedlemmer i forening.

                	
                	
                  The
                    company is bound by the joint signatures
                    of 2 directors.

                
	 	 	 	 
	
                  9.

                	
                  REVISOR

                	 	
                  AUDITOR

                
	
                  9.1

                	
                  Selskabets
                    regnskaber revideres af en af generalforsamlingen valgt statsautoriseret
                    revisor. 

                	 	
                  The
                    company’s accounts shall be audited by a state-authorised public
                    accountant elected by the general meeting. 

                
	 	 	 	 
	
                  10.

                	
                  REGNSKABSÅR

                	 	
                  FINANCIAL
                    YEAR

                
	
                  10.1

                	
                  Selskabets
                    regnskabsår løber fra 1. januar til 31. december.

                	 	
                  The
                    financial year of the company is 1 January to 31
                    December.

                
	
                  10.2

                	
                  Selskabets
                    første regnskabsår løber fra stiftelsen til den 31. december
                    2008.

                	 	
                  The
                    first accounting year of the company is from the foundation until
                    31
                    December 2008.

                
	 	 	 	 
	
                  11.

                	
                  BEMYNDIGELSE
                    TIL EKSTRAORDINÆR UDBYTTEUDDELING

                	 	
                  AUTHORIZATION
                    FOR PAYMENT
                    OF EXTRAORDINARY DIVIDENS

                
	
                  11.1

                	
                  Bestyrelsen
                    er bemyndiget til efter aflæggelsen af selskabets første årsrapport at
                    træffe beslutning om uddeling af ekstraordinært udbytte, jf.
                    anpartsselskabslovens § 44a. Bemyndigelsen er ikke tidsbegrænset.
                    

                   

                	 	
                  The
                    board of directors is authorized
                    to pay extraordinary dividends after the submission of the company's
                    first
                    annual report, cf. Section 44a of the Danish Private Companies
                    Act. The
                    authorization is not limited in time.

                
	 	 	 	 
	 	 	 	 
	 	
                  Således
                    vedtaget i forbindelse med stiftelsen.

                	 	
                  As
                    adopted at the foundation.

                
	 	
                   

                   

                  Dato:
                    [*.] 2008

                	 	
                   

                   

                  Date:
                    [*] 2008 

                
	 	 	 	 


        

        
           

          
            
               

            

            
               

              
                

              

            

            
               

            

          

        


        Appendix
          7.3

        


        Shareholder
          Agreement Regarding General Partner

        


        Note:
          The
          execution version of the Shareholder Agreement regarding the General Partner
          is
          attached as Exhibit D to the Joint Venture Agreement filed as Exhibit 10.19
          to
          Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-150580)
          filed with the SEC on October 3, 2008 and incorporated herein by reference.
          

      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      
Exhibit
      C

    


    Registration
      Rights Agreement

    


    Note:
      The
      execution version of the Registration Rights Agreement, dated February 25,
      2008,
      is filed as Exhibit 10.22 to MHA's Annual Report on Form 10-K filed with the
      Securities and Exchange Commission on March 31, 2008 and incorporated herein
      by
      reference.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      D

    


    Shareholder
      Agreement

    


    Note:
      The
      execution version of the Shareholder Agreement, dated February 25, 2008, is
      attached hereto.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      E

    


    Services
      Agreement

    


    Note:
      The
      execution version of the Shareholder Agreement, dated February 25, 2008, is
      attached hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      F

    


    Warrant

    


    Note:
      The
      execution version of the Warrant, dated April 30, 2008, is filed as Exhibit
      4.6
      to MHA's Registration Statement on Form S-1 (File No. 333-150580) filed with
      the
      Securities and Exchange Commission on May 1, 2008 and incorporated herein by
      reference.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      G

    


    Opinion

     

    February
      25, 2008

     

    Nordic
      Biotech Venture Fund II K/S

    Østergade
      5, 3rd floor

    DK-1100
      Copenhagen K

    Denmark

     

    
      	
              Re:

            	
              Joint
                Venture Agreement between Nordic Biotech Venture Fund II K/S and
                Manhattan
                Pharmaceuticals, Inc.


            


    

     

    Ladies
      and Gentlemen:

     

    We
      have
      acted as special New York counsel to Manhattan Pharmaceuticals, Inc., a Delaware
      corporation (the “Company”),
      in
      connection with the transactions contemplated by that certain Joint Venture
      Agreement dated as of January 31, 2008, and amended on February 25, 2008 (as
      amended, the "JV
      Agreement")
      by and
      between the Company and Nordic Biotech Venture Fund II K/S ("Nordic").
      We
      are furnishing this legal opinion letter to you pursuant to Section 2.2(b)(v)
      of
      the JV Agreement.

     

    In
      connection with rendering this legal opinion letter, we have examined originals,
      copies or specimens, certified or otherwise identified to our satisfaction,
      of
      such corporate and public records, agreements, documents, certificates,
      opinions, memoranda and other instruments, and such matters of law, as we have
      deemed necessary or appropriate to render the opinions expressed
      below.

     

    For
      purposes of rendering the opinions set forth below, we have examined the
      following documents:

     

    (1)
      the
      JV Agreement;

     

    (2)
      the
      Services Agreement (as that term is defined in the JV Agreement);

     

    (3)
      the
      Contribution Agreement (as that term is defined in the JV
      Agreement);

     

    (4)
      the
      Warrant (as that term is defined in the JV Agreement); 

     

    (5)
      the
      Registration Rights Agreement (as that term is defined in the JV
      Agreement);

     

    (6)
      a
      certificate delivered to us by one or more officers of the Company for purposes
      of rendering this legal opinion letter (the “Officers’ Certificate”; which
      Officers’ Certificate is attached hereto as Exhibit A);

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (7)
      the
      Certificate of Good Standing for the Company issued by the Secretary of State
      of
      the State of Delaware on February 21, 2008 (the “Good Standing Certificate”;
      which Good Standing Certificate is attached hereto as Exhibit B);
      and

     

    (8)
      the
      Certificate issued on February 21, 2008, by the Department of State of the
      State
      of New York certifying that the Company is still authorized to do business
      in
      the State of New York (the “Foreign Qualification Certificate”; which Foreign
      Qualification Certificate is attached hereto as Exhibit C).

     

    The
      documents set forth in (1) through (5) above are collectively referred to as
      the
“Transaction
      Documents.”
Any
      capitalized term used herein and not otherwise defined shall have the meaning
      ascribed thereto in the JV Agreement.

     

    In
      rendering the opinions set forth below, we have assumed, without independent
      verification, the genuineness of all signatures, the authenticity of all
      documents, agreements and instruments submitted to us as originals, the
      conformity to original documents, agreements and instruments of all documents,
      agreements and instruments submitted to us as copies or specimens, the
      authenticity of the originals of such documents, agreements and instruments
      submitted to us as copies or specimens, and the accuracy of the matters set
      forth in the documents, agreements and instruments we reviewed.

     

    We
      have
      further assumed (i) that all documents, agreements and instruments executed
      by
      any party other than the Company have been duly authorized, executed and
      delivered by such parties, (ii) that each of such parties (that is not a natural
      person) is duly formed, validly existing and in good standing in the state
      of
      its formation and qualified to do business in each state where such
      qualification is necessary for the conduct of its business, (iii) that each
      of
      such parties had the power and legal right to execute and deliver all such
      documents, agreements and instruments, and (iv) that such documents, agreements
      and instruments are valid, binding and enforceable obligations of such parties.
      We have assumed that each certificate issued by a Secretary of State or
      Department of State or any other government official, office or agency
      concerning the property or status of a person or entity, such as a certificate
      of good standing, a certificate concerning tax status, a certificate concerning
      UCC filings or a certificate concerning title registration or ownership, and
      all
      official public records (including their proper indexing and filing) are current
      and complete through the date of each such certificate.

     

    We
      also
      have assumed that (i) there has not been any mutual mistake of fact or
      misunderstanding, fraud, duress, coercion or undue influence that would prevent
      the enforcement of the Transaction Documents, (ii) there are no facts and
      circumstances relating to you or your business that might prevent you from
      enforcing any of the rights you possess under the Transaction Documents, and
      (iii) there are no oral or written agreements or understandings among the
      parties to the Transaction Documents that would limit, modify or otherwise
      alter
      the terms, provisions and conditions of, or relate to, the transactions
      contemplated by the Transaction Documents. Finally, we have assumed that all
      outstanding capital stock of the Company has been fully paid for and that
      adequate consideration was received therefor.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    As
      to
      matters of fact relevant to the opinions expressed herein, we have relied upon,
      without independent investigation, and we have assumed to be true, correct
      and
      complete, the representations and warranties as to factual matters made by
      the
      Company in the Transaction Documents and by the officer(s) of the Company in
      the
      Officers’ Certificate, and the certificates and statements of government
      officials.

     

    Except
      to
      the extent expressly set forth herein, we have not undertaken any independent
      investigation to determine the existence or absence of any facts, and no
      inference as to our knowledge of the existence or absence of any such facts
      should be drawn from our representation of the Company or the rendering of
      the
      opinions set forth below. For the purposes of rendering the opinions expressed
      herein, we have not undertaken or reviewed any search of court dockets or
      records in any jurisdiction, any search with respect to the rights or assets
      of
      the Company or any UCC, suit, judgment, lien or other type of search or
      investigation. For the purposes of rendering the opinions expressed herein,
      we
      have not made any investigation of our files nor have we made any investigation
      of attorneys of this firm other than the attorneys who actively worked on the
      Transaction Documents, namely Anthony O. Pergola, Nicholas G. Mehler and Cheryl
      A. Cappiello.

     

    Where
      statements in this opinion concerning the Company, or an effect on the Company,
      are qualified by the modifier “material” or “materially,” we relied solely on
      the judgments and opinions of the Company and its officers as to the materiality
      or lack of materiality of any matter covered by such statement concerning the
      Company’s business, assets, results of operations or financial
      condition.

     

    This
      opinion letter is based upon the customary practice of lawyers who regularly
      give, and lawyers who regularly advise opinion recipients regarding, opinions
      of
      the kind rendered in this opinion letter, including customary practice as
      described in bar association reports.

    


    Based
      on
      the foregoing, and subject to the exceptions contained herein, we are of the
      opinion that:

    


    1. The
      Company is a corporation validly existing and in good standing under the laws
      of
      the State of Delaware. The Company is qualified to do business as a foreign
      corporation in good standing in the State of New York. The Company has the
      corporate power and authority required to own its properties and conduct its
      business as described in the Company's Annual Report on Form 10-K for its fiscal
      year ended December 31, 2006 (the “Form
      10-K”).
      The
      Company has the requisite corporate power and corporate authority to execute,
      deliver and perform its obligations under the Transaction Documents, and to
      consummate the transactions contemplated thereby.

    


    2. The
      Conversion Shares have been duly authorized, reserved for issuance, and when
      issued, delivered and paid for in accordance with the terms of the JV Agreement
      and the Warrant, as the case may be, will be validly issued, fully paid and
      nonassessable.

    


    3. The
      Company has the corporate power to execute and deliver the JV Agreement and
      the
      other Transaction Documents and to issue, sell and deliver the Conversion Shares
      to Nordic under the terms of the JV Agreement.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    4. The
      JV
      Agreement and the other Transaction Documents have been duly authorized by
      all
      necessary corporate action (including any requisite stockholder action) on
      the
      part of the Company, have been duly executed and delivered by the Company,
      and
      are valid and binding obligations of the Company, enforceable against the
      Company in accordance with their respective terms. 

    


    5. The
      execution and delivery by the Company of the JV Agreement and the other
      Transaction Documents, and the performance by it of its obligations thereunder,
      will not (i) violate its certificate of incorporation or by-laws, (ii) result
      in
      a breach or violation of, or constitute a default under, or give rise to any
      right of termination, cancellation or acceleration under, any agreement or
      instrument to which the Company is a party and listed as an exhibit to the
      Form
      10-K or any Quarterly Report on Form 10-Q or Current Report on Form 8-K
      (collectively, the "Reports"),
      in
      each case filed by the Company subsequent to the filing of the Form 10-K (such
      agreements and instruments, the "Selected
      Contracts"),
      (iii)
      result in the creation or imposition of any lien, claim or encumbrance upon
      any
      properties or assets of the Company under any of the agreements or instruments
      referenced in (ii) above, or (iv) violate federal or New York law or the
      Delaware General Corporation Law (the “DGCL”),
      or
      any judgment, injunction, order or decree disclosed in the Reports.


    


    6. No
      consent, approval, or exemption by, order or authorization of, or filing or
      registration with, any governmental authority is required to be obtained by
      the
      Company in connection with the Company’s execution and delivery of the JV
      Agreement and the other Transaction Documents or the performance by it of its
      obligations thereunder (other than as may be required by federal or state
      securities laws or the rules and regulations of the American Stock Exchange).
      

    


    7. Assuming
      that the representations and warranties of Nordic and the Company set forth
      in
      the JV Agreement are true and correct and subject to the timely filing by the
      Company of a Form D pursuant to Regulation D promulgated by the SEC under the
      Securities Act, the offer, sale and delivery of the Conversion Shares to Nordic,
      in the manner contemplated by the JV Agreement and the Warrant, does not need
      to
      be registered under the Securities Act, it being understood that no opinion
      is
      expressed as to the subsequent resale of the Conversion Shares. 

    


    8. The
      Company is not an “investment company” within the meaning of the Investment
      Company Act of 1940, as amended.

    


    The
      foregoing opinions are subject to the following exceptions, limitations,
      qualifications and exclusions:


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    A. We
      express no opinion concerning the laws of any jurisdiction other than the laws
      of the State of New York, the DGCL and the federal law of the United States
      of
      America, and, other than as expressly set forth in opinion
      paragraph 7
      with
      respect to laws, rules and regulations concerning the offer and sale of
      securities, we express no opinion as to securities laws, environmental laws,
      antitrust laws or laws relating to unfair trade practices, banking laws,
      criminal laws or the laws of fiduciary duty. As used herein, the term
“Applicable Law” means only those laws and the laws of only those jurisdictions
      for which we express opinions hereunder. We specifically disclaim any opinions
      with respect to Danish law, rules or regulations.

    


    B. Our
      advice on each legal issue addressed in this opinion letter represents our
      opinion as to how that issue would be resolved were it to be considered by
      the
      highest court of the jurisdiction upon whose law our opinion on that issue
      is
      based. The manner in which any particular issue would be treated in any actual
      court case would depend in part on facts and circumstances particular to the
      case, and this letter is not intended to guarantee the outcome of any legal
      dispute.

    


    C. The
      opinions expressed herein relate only to laws which, in our experience, are
      normally applicable to transactions of the type provided for in the Transaction
      Documents. We have not undertaken any research for purposes of determining
      whether any parties to any agreement or any of the transactions which may occur
      in connection with the Transaction Documents are subject to any law or other
      governmental requirement that is not generally applicable to transactions of
      the
      type provided for in the Transaction Documents.

    


    D. To
      the
      extent any Transaction Document has designated the laws other than the laws
      of
      the State of New York or the DGCL as the laws governing such Transaction
      Document, our opinions are premised upon the result that would be obtained
      if a
      court in the State of New York were to apply the laws of the State of New York
      to the interpretation and enforcement of such Transaction Document,
      notwithstanding the designation of the laws of another jurisdiction as the
      governing law.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    E. In
      rendering the opinion expressed in opinion
      paragraph 1
      with
      respect to the good standing of the Company, our opinion is based solely and
      exclusively on the Good Standing Certificate and is given only as of the date
      of
      the Good Standing Certificate notwithstanding the date of this opinion
      letter.

    


    F. In
      rendering the opinion expressed in opinion
      paragraph 1
      with
      respect to the qualification of the Company to do business in the State of
      New
      York, our opinion is based solely and exclusively on the Foreign Qualification
      Certificate and is given only as of the date of the Foreign Qualification
      Certificate notwithstanding the date of this opinion letter.

    


    G. In
      rendering the opinion expressed in opinion
      paragraph 7
      with
      respect to default under the Selected Contracts, we have not reviewed any
      covenants in the Selected Contracts that contain financial ratios or other
      similar financial restrictions, and we express no opinion with respect thereto.
      In addition, we express no opinion with respect to any modification of the
      Selected Contracts that were not done in writing and otherwise not reviewed
      by
      us, nor do we express any opinion on any Selected Contracts that are subject
      to
      interpretation or construction by parole evidence.

    


    H. In
      rendering the opinions expressed in opinion
      paragraph 7
      with
      respect to the Conversion Shares, our opinions are based on the truth and
      accuracy of, and our reliance on, the representations made by you in the JV
      Agreement, the certifications in the Officers’ Certificate and the Company’s
      representations to us that the Company has made no offer to sell the Conversion
      Shares or the Warrant by means of any general solicitation or publication of
      any
      advertisement therefor. In addition, our opinions are also based on the
      assumption that the offer and sale of the Conversion Shares is not integrated
      with any future securities offering of the Company not otherwise contemplated
      in
      the JV Agreement.

     

    I. In
      rendering the opinions expressed in opinion
      paragraph 2
      with
      respect to the reservation and valid issuance of Conversion Shares, our opinions
      are limited to the circumstance of the exercise of the Warrant, and the exercise
      of the put and call rights contained in the JV Agreement, at the initially
      effective conversion rate as provided in the Warrant and the JV Agreement,
      and
      the number of Conversion Shares resulting therefrom (without regard to any
      anti-dilution adjustment provisions contained therein).

     

    J. Our
      opinions are further qualified by, and we render no opinion with respect to,
      the
      effect of each of the following:

     

    a. bankruptcy,
      insolvency, reorganization, moratorium and other similar laws relating to or
      affecting the relief of debtors or creditors’ rights generally;

     

    b. laws
      relating to fraudulent conveyances or preferential transfers, including, without
      limitation, U.S. Bankruptcy Code Section 548;

     

    d. general
      principles of equity and public policy, including, without limitation, concepts
      of materiality, reasonableness, good faith and fair dealing; 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    d. any
      United States federal law, New York law, Delaware law or equitable principle
      which provides that a court may refuse to enforce, or may limit the application
      of, a contract or any clause thereof which the court finds to have been
      unconscionable at the time it was made, unconscionable in performance or
      contrary to public policy;

     

    e. any
      provision in a Transaction Document which provides (i) that rights or remedies
      are or are not exclusive, (ii) that rights or remedies may be exercised without
      notice, (iii) that every right or remedy is cumulative and may be exercised
      in
      addition to or with any other right or remedy, (iv) that the election of a
      particular remedy or remedies does not preclude recourse to one or more other
      remedies, (v) that liquidated damages are to be paid upon a breach or default,
      or (vi) that the failure to exercise, or any delay in exercising, any right
      or
      remedy will not operate as a waiver of any such right or remedy;

     

    f. any
      provision in a Transaction Document which (i) provides for the recovery of
      attorneys’ fees or other costs of collection, (ii) permits any party to exercise
“self-help” remedies, (iii) provides for specific performance, injunctive
      relief, or other traditional equitable remedies, or (iv) provides rights to
      indemnification or contribution;

     

    g. any
      provision of a Transaction Document purporting to provide that amendments to
      or
      waivers of obligations contained in such documents are not effective unless
      done
      in writing;

     

    h. any
      provision in a Transaction Document purporting to (i) choose applicable law
      or
      exclude conflict or choice of law principles under any law, (ii) select certain
      courts as the venue, or establish a particular jurisdiction as the forum, for
      the adjudication of any controversy, (iii) select arbitration to resolve
      disputes, (iv) waive rights to trial by jury, service of process or objections
      to the selection of venue or forum, (v) change or waive the rules of evidence,
      make determinations conclusive or fix the method or quantum of proof, or (vi)
      waive the statute of limitations;

     

    i. any
      provision of a Transaction Document concerning the voting of the Company’s
      capital stock or equal board treatment;

     

    j. statutes
      or public policy principles that limit waivers of broadly or vaguely stated
      rights, the benefits of statutory, regulatory or constitutional rights, unknown
      future defenses or rights to damages;

     

    k. statutes
      or common law principles that may prohibit or restrict the payment of any
      dividends on, or redemption or purchase of, any capital stock of the Company
      (including, without limitation, Sections 160, 170 and 174 of the
      DGCL);

     

    l. whether
      or not the members of the board of directors of the Company, the officers of
      the
      Company, or the principal shareholders of the Company have complied with their
      fiduciary duties in connection with the authorization and performance of the
      Transaction Documents;

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    m. whether
      or not the Transaction Documents and the transactions contemplated thereby
      were
      fair and reasonable to the Company at the time of their authorization by the
      Company’s board of directors within the meaning of Section 144 of the DGCL;


     

    n. arbitration
      provisions in certain employment situations or where the arbitration provision
      is included as a result of unequal bargaining power among the parties, is a
      contract of adhesion, is otherwise unconscionable, provides for judicial review
      of an arbitration award on the merits or otherwise purports to override or
      contravene a provision of any law on arbitration enacted primarily for a public
      purpose; and 

     

    o. judicial
      decisions that may permit the introduction of parole evidence to modify the
      terms or the interpretation of the Transaction Documents.

     

    Our
      opinions are limited to the matters expressly set forth herein and no opinion
      is
      implied or to be inferred beyond matters expressly so stated. This opinion
      letter is effective as of the date hereof.

     

    This
      legal opinion letter is furnished to you solely and exclusively for your benefit
      and may not be delivered to, relied upon, quoted in whole or in part, filed
      with
      or disclosed to any governmental agency or other person or entity without our
      prior written consent or unless required pursuant to regulation or judicial
      order.

     

    The
      opinions expressed herein are limited to the facts known and the laws in effect
      on the date hereof only, and we assume no obligation to revise, update or
      supplement such opinions should any facts or laws upon which such opinions
      are
      based change after the date hereof, or should any facts or circumstances come
      to
      our attention after the date hereof.

     

    Very
      truly yours,

     

    LOWENSTEIN
      SANDLER PC

     

    
      
        
        

      

      
        8