Exhibit 10.33








Execution Copy: Nov 18, 2004

                       MANUFACTURING AND SUPPLY AGREEMENT

                            DATED 18TH November, 2004
                                  INYX USA, LTD


                                       and


                              NOVADEL PHARMA, INC.




















<PAGE>

                                    CONTENTS

Section                                                                     Page

1.       Definitions...........................................................2
2.       Appointment of INyX as  supplier......................................3
3.       Production............................................................4
6.       Supply of Product.....................................................7
5.       Changes to Product Specification......................................7
6.       Supply and storage of Raw Materials and Components....................7
7.       Premises, Maintenance, Inspection and insurance.......................8
8.       Access to premises and technical visits...............................8
9.       Regulatory matters....................................................9
10.      Product recall........................................................9
11.      Complaints...........................................................10
12.      Price and payment....................................................11
13.      Intellectual property................................................11
14.      Duration and termination.............................................12
15.      Stock disposal.......................................................13
16.      Confidentiality......................................................13
17.      Warranties, Indemnification and Limitiation of Liability.............13
18.      Limitation of liability..............................................14
19.      Force Majeure........................................................15
20.      Notice...............................................................15
21.      Further assurance....................................................16
22.      Counterparts.........................................................16
23.      No partnership or agency.............................................16
24.      Assignment and subcontracting........................................16
25.      Previous agreements..................................................17
26.      Amendments...........................................................17
27.      Partial invalidity...................................................17
28.      Third party rights...................................................17
29.      Prevailing conditions................................................17
30.      Waiver...............................................................17
31.      Language.............................................................18
32.      Set off..............................................................18
33.      Costs................................................................18
34.      Applicable law competent court.......................................18

Appendices

Appendix 1.....................................................................1
Appendix 2.....................................................................2
Appendix 3.....................................................................4
Appendix 4.....................................................................4
Appendix 5.....................................................................5




<PAGE>

AN AGREEMENT      made this 18th day of November 2004

BETWEEN           NovaDel  Pharma  Inc.   having  a  place  of  business  at  25
                  Minneakoning Road, Flemington, New Jersey 08822 United States

AND               INyX USA,  Ltd having a place of  business at San Jose' Road #
                  604 / Industrial Zone, Cotto Norte,  Manati, PR 00674,  Puerto
                  Rico ("INyX")

WHEREAS

(A)      NovaDel has the right to market and sell the Product listed in Appendix
         1 ("the Product") worldwide.

(B)      INyX is willing  to  undertake  the  manufacture,  testing,  packaging,
         packing,  ongoing  stability and delivery of the Product for NovaDel in
         accordance with the terms and conditions contained in this Agreement.

(C)      The parties intend that INyX will undertake the  manufacture,  packing,
         supply and the required  stability studies of the Product in accordance
         with the terms and conditions contained in a Technical Agreement, which
         is incorporated into this Agreement.

(D)      In  accordance  with  current  US  directives  and  good  manufacturing
         practice,  the Technical Agreement between NovaDel and INyX defines the
         responsibilities  of the parties with regard to the  manufacture of the
         Product and the execution of responsibilities by the person responsible
         for releasing each batch of the Product for sale.



















                                       1
<PAGE>

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.       Definitions

1.1      In this Agreement:

         "Affected Obligation" shall have the meaning specified in section 19;

         "Business  Day" means a day other  than a Saturday  or Sunday or public
         holiday in England and the United States;


         "cGMP" means the current Good  Manufacturing  Practices  regulations of
         the FDA (as in effect  from  time to time)  currently  contained  in 21
         C.F.R. pts. 210 and 211 and in the Rules Governing  Medicinal  Products
         in the European Union Volume IV .

         "Components"  means  the  packaging   materials  as  specified  in  the
         Technical Agreement;


         "Cost  of  Goods"   means  with   respect   to  that   portion  of  the
         manufacturing,  processing,  testing,  packaging  and  labeling  of the
         Product  performed  by  INyX,  INyX's  actual,   direct  cost  of  such
         activities (including the cost of raw materials and/or Components).

         "Defaulting Party" shall have the meaning specified in section 14.3;


         "Effective Date" means the date of this Agreement;

         "FDA" means the United States Food and Drug Administration or successor
         government agency in the United States.

         "First Commercial Sale" means the first sale of the Product by NovaDel,
         or its  designee,  in an arms' length  transaction  to an  unaffiliated
         third party.

         "Force Majeure" means, in relation to either party,  any  circumstances
         beyond  the  reasonable   control  of  that  party  (including  without
         limitation any acts or restraints of governments or public authorities,
         strikes, lockouts or other industrial action, war, revolution,  riot or
         civil commotion);

         "Intellectual   Property   Rights"   means  (a)   copyright,   patents,
         supplementary  protection  certificates,  database rights and rights in
         trade marks,  designs,  know-how and confidential  information (whether
         registered or unregistered); (b) applications for registration, and the
         right to apply for registration,  for any of these rights;  and (c) all
         other  intellectual  property rights and equivalent or similar forms of
         protection existing anywhere in the world;

         "NDA" means the new drug  application  filed by NovaDel with respect to
         the Product seeking approval of the Product by the FDA, as the same may
         be supplemented and/or amended from time to time.



                                       2
<PAGE>

         "Price" means the price specified in Appendix 2;

         "Product"  means the Product listed in Appendix 1, which may be amended
         by prior written agreement of the parties from time to time;

         "Product Specification" means the specification for a Product contained
         in  the  relevant  Regulatory  Approval  and  such  additional  amended
         specification as may be agreed by the parties in writing;

         "Purchase Order" shall have the meaning specified in section 3.2;

         "Raw Materials" means the substances  required to be incorporated  into
         the Product and specified in the Technical Agreement;

         "Regulatory  Approval"  means the final approval to market the Products
         in any country of the Territory,  including without limitation, pricing
         and reimbursement  approval and any other approval which is required to
         market the Products in the normal course of business;

         "Regulatory  Authority"  means any  governmental or regulatory  bodies,
         agencies,  departments or entities (whether national or supra-national)
         which  regulate,   direct  or  control  commercial  and  other  related
         activities in the Territory;

         "Technical  Agreement"  means the agreement  between  NovaDel and INyX,
         which is  attached as  Appendix 3 and which is  incorporated  into this
         Agreement;

         "Territory" means the countries specified in Appendix 4;

         "VAT" means: (a) any tax imposed in compliance with the Sixth Directive
         of the Council of the European  Communities  (77/388/EEC);  and (b) any
         other tax of a similar fiscal nature, whether imposed in a member state
         of the European Union in  substitution  for or in addition to such tax,
         or imposed elsewhere; and 1.2 In this Agreement, a reference to a month
         is to a calendar month.  1.3 Headings in this Agreement are for ease of
         reference only and shall not affect its construction or interpretation.
         1.4 The appendices to this Agreement form part of it.


2.       Appointment of INyX as supplier

2.1      During the term of this  Agreement  and subject to Section  14.1,  INyX
         agrees to  manufacture,  pack and supply the Product from Raw Materials
         and Components obtained from NovaDel's nominated or agreed supplier, in
         accordance with the Technical Agreement.

2.2      INyX agrees to perform  all  stability  studies as may be required  for
         ongoing  marketing  and sale of the  Product  and  shall  conduct  such
         stability  studies  in  compliance  with FDA  requirements  as  further
         defined in the Technical Agreement



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<PAGE>

2.3      INyX  undertakes  to NovaDel that INyX shall not directly or indirectly
         sell,  supply,  manufacture  or distribute the Product to any person or
         company in the Territory or outside the Territory other than NovaDel or
         its designee.


3.       Production 3.1 Forecasts.

         (a)      NovaDel,  or its  designee,  shall  provide  INyX with written
                  quarterly  forecasts of the  quantities of the Product that it
                  expects  to  order  for each  rolling  12-month  period.  Such
                  forecasts  are  estimates  and  purchases of Product  shall be
                  affected  pursuant to  Purchase  Orders  submitted  to INyX by
                  NovaDel  or  its  designees,  provided  however,  the  Product
                  requirements  for the  first 3  months  of each  forecast  are
                  regarded  as firm  requirements  and  Purchase  Orders will be
                  placed accordingly by NovaDel or its designee.

         (b)      NovaDel,  or  its  designee,  shall  deliver  the  first  such
                  quarterly  forecast no later than 60 days after the  Effective
                  Date, and shall deliver the updated and extended forecasts not
                  less  than 5  Business  Days  before  the end of each  quarter
                  thereafter.

3.2      Purchase Orders.

         (a)      Subject to the other provisions of this Agreement, NovaDel, or
                  its designee,  shall from time to time, but not before January
                  1, 2005,  place orders for the Product (a Purchase  Order) and
                  identify the requested delivery dates for each such order.

         (b)      The delivery dates specified in any such Purchase Orders shall
                  not be less than  (60)  days  from the dates of such  Purchase
                  Orders.

         (c)      Each Purchase Order placed  pursuant to this Section 3.2 shall
                  constitute   a  firm   obligation   to  purchase  the  ordered
                  quantities of the Product, subject to the following provisions

                  (i)      A Purchase  Orders may be  modified or  cancelled  by
                           NovaDel,  or its  designee,  upon  written  notice to
                           INyX; provided,  however, that if any modification or
                           cancellation  of an order  shall  occur  less than 60
                           days prior to the delivery  date,  NovaDel  shall pay
                           INyX  within  30 days  after  invoice  therefore  any
                           out-of-pocket  costs  incurred  by INyX  as a  direct
                           result  of  such   modification  or  cancellation  by
                           NovaDel and which would not otherwise be recovered by
                           INyX hereunder.

                  (ii)     INyX shall provide a Purchase Order  confirmation  to
                           NovaDel  within three  Business  Days of receipt of a
                           Purchaser  Order that complies with the provisions of
                           clause 3.2.

                  (iii)    INyX  shall  have the  right to refuse  any  Purchase
                           Orders  which do not comply  with the  provisions  of
                           section 3.2.



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<PAGE>

                  (iv)     The  terms,   conditions  and   limitations  of  this
                           Agreement  shall be controlling  over any conflicting
                           terms and conditions  contained in any Purchase Order
                           or other  documentation  used by NovaDel in  ordering
                           the  Product or by INyX in  accepting  or  confirming
                           Purchase  Orders,  and any term or  condition of such
                           Purchase  Order,  acceptance  or other  document that
                           shall conflict with, or be in addition to, the terms,
                           conditions  and  limitations  of  this  Agreement  is
                           hereby expressly rejected.

3.3      Packaging.

         (a)      INyX shall  ensure that the Product is packaged  with  labels,
                  Product inserts and other labelling as reasonably  approved by
                  NovaDel and specified in the Technical Agreement.  NovaDel, or
                  its designee, may, in its sole discretion,  but subject to the
                  requirements   of  applicable  laws  and  regulations  in  the
                  relevant  Territory,  make changes to labels,  Product inserts
                  and other labelling for the Product.

         (b)      NovaDel shall  reimburse INyX for the actual costs incurred by
                  INyX of any labels,  Product  inserts,  other labelling or any
                  other  primary  component  rendered  obsolete  due to a change
                  precipitated  by  NovaDel  in its sole  discretion;  provided,
                  that:

         (i)      INyX shall provide reasonable documentation of such cost; (ii)
                  the  cost of such  components  shall  not be  included  in the
                  Price; and

         (iii)    INyX shall  maintain no more than 180 days  inventory  of such
                  labels,  Product inserts and other labelling at all times.

3.4      Delivery.

         INyX  shall use  commercially  reasonable  efforts  to ensure  that the
         Product  ordered by NovaDel,  or its designee,  in accordance with this
         Agreement  is shipped to the  facility  designated  by NovaDel,  or its
         designee, in accordance with the delivery dates specified in NovaDel's,
         or its designee's,  Purchase Orders, and INyX shall notify NovaDel,  or
         its designee, promptly of any significant anticipated delay.

3.5      Quality Control, Assurances and Release Documentation.

         (a)      INyX shall perform all  in-process  quality  control tests and
                  quality  assurance  reviews on the Product as specified in the
                  Technical  Agreement  and shall  certify in writing  that each
                  batch of the Product  delivered to NovaDel,  or its  designee,
                  was  manufactured  in  strict   conformity  with  the  Product
                  Manufacturing  Requirements  as  specified  in  the  Technical
                  Agreement  and that the  Product  contained  in such  shipment
                  complies  with  the   provisions  set  out  in  the  Technical
                  Agreement and the other terms of this Agreement.

         (b)      All  deliveries  of Product by INyX  shall be  accompanied  by
                  appropriate  documentation  - as  specified  in the  Technical
                  Agreement  -  required  under  applicable  law to  import  the
                  Product into, and for NovaDel,  or its designee,  to offer the
                  Product for sale in, the  relevant  Territory,  including  any



                                       5
<PAGE>

                  quality  assurance or quality  control  audit  results  and/or
                  certifications  that approval for the Product has been audited
                  to  ensure  that  any  Product  supplied  hereunder  has  been
                  manufactured  in  conformity  with cGMP and  other  applicable
                  regulations in the relevant Territory.

3.6      Acceptance and Rejection.

         (a)      NovaDel, or its designee, shall give written notice to INyX of
                  any  claims  that the  Product  manufactured  by INyX does not
                  comply  with  the  requirements  as set  out in the  Technical
                  Agreement   promptly   upon   its   becoming   aware  of  such
                  non-compliance.

         (b)      In the event  that  NovaDel,  or its  designee,  shall fail to
                  notify  INyX of any such  claim  within  45  Business  Days of
                  NovaDel's, or its designee's, receipt thereof at its facility,
                  such Products shall be deemed  accepted by NovaDel;  provided,
                  however,  that,  other  than with  respect to defects or other
                  non-compliance  plainly  observable from a visual  inspection,
                  any such acceptance or deemed  acceptance  shall not adversely
                  affect or otherwise  shorten any applicable  Product  warranty
                  period.

         (c)      Any  notice by  NovaDel,  or its  designee,  pursuant  to this
                  Section 3.6 that any Products do not comply with the terms and
                  conditions  hereof shall be  accompanied by a true and correct
                  copy of the results of any tests conducted by NovaDel,  or its
                  designee  thereon,  although no such tests are  required  with
                  respect to defects or other non-compliance  plainly observable
                  from a visual inspection.

         (d)      The  parties  shall  cooperate  in good faith to  resolve  any
                  disputes arising  therefrom and, in the event that the parties
                  shall be unable to resolve  such  dispute  within 30  calendar
                  days from the date of  NovaDel's,  or its  designee's,  notice
                  pursuant to this Section  3.6,  the parties  shall submit such
                  dispute to a mutually satisfactory independent laboratory. The
                  determination by such laboratory shall be final and binding on
                  the  parties  and the  costs  therefor  shall  be borne by the
                  non-prevailing party.

         (e)      NovaDel,  or its  designee,  shall not  dispose of any Product
                  claimed by it not to comply with the terms and  conditions  of
                  this  Article 3 until  resolution  of any dispute with respect
                  thereto.

         (f)      INyX shall  promptly  replace any Product that does not comply
                  with the terms and conditions  hereof, at INyX's sole cost and
                  expense, by delivery thereof to NovaDel, or its designee.

         (g)      NovaDel  shall  pay  INyX  within  ten  Business  Days for any
                  Products  delivered by INyX and found to be in compliance with
                  the terms and  conditions  of this Article 3 after a challenge
                  under this Section 3.6

3.7      Sales and Operations Planning / Communication

         (a)      The parties agree to establish and maintain  regular  meetings
                  between  the  parties  and  /or  their  designees  to  discuss
                  MARKETING-, DEMAND-, MANUFACTURING- and CAPACITY planning.

         (b)      Meetings will be held on a monthly basis until further notice.



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<PAGE>

         (c)      Parties  will  appoint a key  account  manager  with  specific
                  responsibility  for  this  relationship,   names  and  contact
                  details as per Appendix 5


4.       Supply of Product

4.1      INyX shall use  commercially  reasonable  efforts to supply the Product
         requested in each Purchase Order by the requested delivery date.

4.2      Each Product supplied by INyX to NovaDel shall be:

         (a)      in such form as is required under the Technical Agreement;

         (b)      delivered in accordance  with the  provisions of Appendix 2 to
                  such addresses as NovaDel,  or its designee,  shall designate;
                  and

         (c)      conform to the Product  Specification and all applicable laws,
                  including cGMP.

4.2      Insufficiency of Supply.

         (a)      Subject  to  NovaDel's,  or  its  designee's,  delivery  of  a
                  forecast and Purchase  Order pursuant to Sections 3.1 and 3.2,
                  respectively,  in the event  that INyX  shall fail or shall be
                  unable  to supply  NovaDel's,  or its  designee's,  reasonable
                  requirements for the Product  hereunder for a period exceeding
                  90 cumulative  days in any given 365 day period,  then NovaDel
                  may, in its discretion,  elect to terminate this Agreement and
                  NovaDel  shall  give INyX not less than 90 days  notice of its
                  intention to do so.

         (b)      INyX shall - at NovaDel's cost - upon the  reasonable  request
                  of NovaDel, cooperate with, assist and provide NovaDel (or its
                  Affiliate or third-party manufacturer, as applicable) with all
                  and any documentation and technology necessary or desirable to
                  manufacture, test, package the Product as herein contemplated.

4.3      INyX shall be deemed to have fulfilled its  contractual  obligations in
         respect of each  Purchase  Order  provided  that the quantity  actually
         delivered  is not  more or less  than  [10  percent.]  of the  quantity
         specified in the relevant  Purchase  Order.  NovaDel  shall pay for the
         actual quantity delivered.


5.       Changes to Product Specification

5.1      If:

         (a)      changes to the Product Specification are required by law or by
                  any Regulatory Authority; or

         (b)      NovaDel   reasonably   requests   changes   to   the   Product
                  Specification,

         INyX shall  promptly  implement any such change at NovaDel's sole cost.
         Otherwise,  changes shall only be made to the Product  Specification by
         agreement  between the parties which will be reflected in the Technical
         Agreement attached hereto.



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<PAGE>

6.       Supply and storage of Raw Materials and Components

6.1      Within 30  Business  Days of the  Effective  Date,  INyX  will  provide
         NovaDel with the names and addresses of all suppliers  INyX proposes to
         buy Raw Materials and Components from.

6.2      All Raw  Materials  purchased  by INyX  shall at all times  remain  the
         property of INyX.

6.3      INyX shall be solely responsible for ordering the necessary  quantities
         of Raw Materials and Components.

6.4      INyX shall do all acts and things  lawfully  possible  that NovaDel may
         reasonably  request to protect the Raw  Materials,  Components  and the
         Product against any persons having claims against INyX.

7.       Premises, Maintenance, Inspection and Insurance

7.1      INyX shall be responsible  for providing and maintaining all facilities
         including  but not  limited  to  suitable  premises  and all  necessary
         labour, plant, machinery, equipment and services as approved in writing
         by NovaDel for the  manufacture  and quality control of the Product and
         for the storage of Raw Materials, Components and Product.

7.2      INyX shall have the right to  transfer  manufacture  of the  Product to
         other facilities within the INyX Group of companies, subject to

         (a)      Agreement  in writing by  NovaDel,  such  agreement  not to be
                  unreasonably withheld or delayed

         (b)      having the necessary Regulatory Approvals in place

         (c)      such  transfer  having  no  adverse  effect on Price and other
                  relevant  supply  conditions as defined in this  Agreement for
                  the Product

7.3      INyX  shall  maintain  and  operate  the   manufacturing   facility  or
         facilities  designated  in the NDA and implement  such quality  control
         procedures so as to meet the  requirements of FDA regulations and so as
         to be able to timely perform its obligations hereunder.

7.4      INyX shall promptly provide NovaDel,  and its designee,  with a copy of
         any FDA Form 483 ("Notice of Observations")  received at the conclusion
         of  an   inspection   relating  to  the   Product  and  all   follow-up
         correspondence from the FDA, if any.



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<PAGE>

7.5      Such premises, Raw Materials,  Components and Product, plant, machinery
         and  equipment  therein  shall be insured at INyX's cost for their full
         reinstatement  value against fire, storm,  accident,  flood,  theft and
         such other risks as shall be agreed  between  the  parties  hereto from
         time to time.


8. Access to premises and technical visits

8.1 INyX shall allow any Regulatory Authority to enter the premises to conduct
an inspection at any time.

8.2 INyX shall permit quality assurance
representatives of NovaDel, and/or its designee, to inspect such
         manufacturing facility or facilities at all times upon reasonable
         notice, during normal business hours and on a confidential basis.


9.       Regulatory matters

9.1      INyX  shall be  responsible,  at INyX's  expense,  for  filing  for and
         maintaining:

         (a)      all  necessary  export or import  licences  in  respect of Raw
                  Materials or Components used in the production of the Product;
                  and

         (b)      its manufacturing licence applicable to the manufacture of the
                  Product.

9.2      Except as provided in section 9.1,  NovaDel  shall be  responsible  for
         filing and maintaining all necessary Regulatory Approvals.

9.3      INyX shall be  responsible  for all stability  studies,  including post
         marketing  stability  studies as may be required for ongoing  marketing
         and sale of the Product and shall  conduct  such  stability  studies at
         NovaDel's cost in compliance with the NDA and FDA  requirements  and as
         further specified in the Technical Agreement.

9.4      INyX shall be  responsible  for  conducting an annual product review at
         NovaDel's cost, as further specified in the Technical Agreement and for
         providing a report thereof to NovaDel and/or its designee.

9.5      INyX shall:

         (a)      provide NovaDel at NovaDel's cost, with all necessary  support
                  and  assistance for the  maintenance,  variation or renewal of
                  any of the Regulatory Approvals;

         (b)      keep  NovaDel  fully and  promptly  informed  of all  relevant
                  changes  that  relate to the  manufacture  of the  Product  or
                  Product  Specification  and make no  changes  unless and until
                  NovaDel has  confirmed  that approval has been granted for the
                  change  by  any  relevant  Regulatory   Authority  or  that  a
                  Regulatory Authority approval is unnecessary; and

         (c)      use reasonable  commercial efforts to secure the assistance of
                  any third party  supplier of Raw  Materials or  Components  in
                  meeting any request made by a Regulatory Authority.


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<PAGE>

10.      Product Recall

10.1     In the event that either NovaDel,  or its designee,  or INyX determines
         that a recall of the Product is  necessary  for any reason,  NovaDel or
         INyX, as applicable,  shall so notify the other in writing.  If NovaDel
         determines to recall the Product,  NovaDel, or its designee, shall give
         notice  of such  recall  to each  customer  to  which  it has  sold any
         applicable  Product,  along with the instructions,  if any, prepared by
         NovaDel,  or its  designee,  and/or INyX  relating  to the recall.  The
         decision to  initiate  such  actions as  described  above shall  remain
         solely with NovaDel or its designee.

10.2     Except as set forth in Section  10.2(c),  in the event of any recall or
         seizure of any Product and only if INyX is culpable  for the recall due
         to error  or  negligence  on INyX  part,  INyX  shall,  at the  written
         election of NovaDel, either:

         (a)      promptly  replace  the amount of Product  recalled  or seized;
                  and/or

         (b)      give credit to NovaDel  against  outstanding  receivables  due
                  from  NovaDel in an amount equal to the amount paid by NovaDel
                  for the Product so recalled  or seized or  otherwise  owing by
                  NovaDel  hereunder;   plus  promptly  reimburse  (or,  at  the
                  election  of  NovaDel,   credit)  NovaDel  for  the  aggregate
                  transportation   costs,  if  any,  taxes,  freight  insurance,
                  handling and  reasonable and  verifiable  out-of-pocket  costs
                  incurred  by NovaDel in  respect  of such  recalled  or seized
                  Product; provided, however, that the foregoing shall not apply
                  if and to the extent that such recall or seizure arises out of
                  any improper act or omission of NovaDel, or its designee.  Any
                  costs  incurred  by INyX in  complying  with  its  obligations
                  pursuant to this  Section  10.2(b)  shall not be,  directly or
                  indirectly,  passed on to  NovaDel in the  calculation  of the
                  Price or otherwise.

         (c)      In the event and to the  extent  that any recall or seizure of
                  any  Product  arises out of any  improper  act or  omission by
                  NovaDel,  or its designee,  NovaDel shall be  responsible  for
                  such recalled or seized Product and shall  promptly  reimburse
                  INyX in cash for any reasonable  and verifiable  out-of-pocket
                  expenses incurred by INyX in connection therewith.

         (d)      For purposes of this Section 10.2, "recall" means

                  (i)      any  action  by  NovaDel,  its  designee  or  INyX to
                           recover title to or possession of any Product sold or
                           shipped  (including,   but  not  limited  to,  market
                           withdrawal) and/or

                  (ii)     any decision by NovaDel, or its designee, not to sell
                           or ship Product to third parties that would have been
                           subject to recall if it had been sold or shipped,  in
                           each case  taken in the good faith  belief  that such
                           action was appropriate under the  circumstances.  For
                           purposes of this Section  10.2,  "seizure"  means any
                           action  by any  government,  authority  or  agency to
                           detain or destroy any Product.

         (e)      INyX and  NovaDel  shall  keep the  other  fully  informed  in
                  writing  of any  notification  or other  information,  whether


                                       10
<PAGE>

                  received  directly  or  indirectly,   that  might  affect  the
                  marketability, safety or effectiveness of any Product, or that
                  might  result in  liability  issues or  otherwise  necessitate
                  action on the part of either  party,  or that might  result in
                  recall or seizure of any Product.


11.      Complaints

         Complaints  received  by  NovaDel  relating  to  the  manufacturing  or
         packaging  of the  Product  shall be sent to INyX who will  acknowledge
         receipt of the complaint  within five Business  Days. A formal  written
         report on the  complaint,  with  corrective  actions where  applicable,
         shall be prepared  and sent to NovaDel  sufficiently  in advance of the
         time period  required  under FDA  regulations.  In the event,  that the
         investigation  exceeds  this period INyX shall issue an interim  report
         pending the final report.

11.1     Records &  Reports--Pursuant  to 21CFR  ss.310.305,  if INyX receives a
         potential  reportable  event  for  follow-up  or  investigation,   such
         investigation  and report will be submitted to NovaDel  within two days
         prior to the  15-day  "alert  reports"  due to FDA.  INyX will  further
         cooperate   with  any  15-day   follow-up   reports  by  assisting  and
         investigating any new information relating to the report.


12.      Price and payment 12.1 NovaDel shall pay to INyX the Price. 12.2 If:

         (a)      The  price  which  INyX  must  pay for the  Raw  Materials  or
                  Components used to produce a Product increases by a percentage
                  in  excess  of 5  percent  as  compared  with the price at the
                  Effective Date;

         (b)      Additional  regulatory  obligations are imposed on INyX by law
                  or a Regulatory Authority;  or (c) any other price increase is
                  required or agreed in accordance with clause 5,

         INyX may  increase  the Price by such amount as is necessary to recover
         the additional costs of supplying the Product.  In any event prices are
         to be  reviewed  annually  on the  anniversary  of the  Effective  Date
         hereof.

12.3     Payment for all  Products  supplied  to NovaDel  shall be made in Pound
         Sterling  by the 20th day of the month  following  the date of invoice;
         provided however,  that no payment shall be required thereon during the
         pendency of any dispute  pursuant  to clause  3.6.  NovaDel  shall make
         payment into the account identified below

                  [to be advised]

                                       11
<PAGE>


12.4     INyX may charge  interest on sums not paid to INyX on the date on which
         payment should have been made pursuant to the applicable  provisions of
         this Agreement over the period from date payment was due until the date
         of actual payment (both before and after judgement) at the rate of four
         per cent.  per annum above the base rate of Barclays  Bank PLC. This is
         without prejudice to INyX's other rights or remedies.


13.      Intellectual property

13.1     In this section 13, NovaDel Intellectual  Property Rights means any and
         all Intellectual Property Rights which are owned by NovaDel or licensed
         to  NovaDel by a third  party and which but for the  licence in section
         13.2 would be infringed by INyX  manufacturing,  packaging or supplying
         any of the Product to NovaDel.

13.2     During  the  term  of  this   Agreement,   NovaDel  grants  to  INyX  a
         non-exclusive  royalty-free licence under NovaDel Intellectual Property
         Rights for the sole  purpose of  manufacturing,  packaging or supplying
         NovaDel, or its designee, with Product.

13.3     NovaDel  shall  indemnify  INyX  against any and all claims,  losses or
         expenses  (including  legal  fees)  suffered  or  incurred by INyX as a
         result of any claim by any third party that the manufacture,  packaging
         or supply of any of the  Products  infringe  or are alleged to infringe
         the  Intellectual  Property  Rights  owned by or licensed to that third
         party.


14.      Duration and termination

14.1     This Agreement  shall commence on the Effective Date and shall continue
         for a period of ten years.  For the first five years of this Agreement,
         INyX will be the  exclusive  provider  of  Product  to  NovaDel  in the
         Territory.  For the  second  five  years of this  Agreement,  INyX will
         manufacture/supply   Product  to  NovaDel  on  a  non-exclusive  basis.
         Thereafter  this  Agreement  shall  be  renewed  automatically,   on  a
         non-exclusive  basis,  for further  periods of two years unless  either
         party indicates its intention not to renew this Agreement and notice of
         the intention  not to renew this  Agreement is given to the other party
         at least 12 months prior to the expiry of the relevant period.

14.2     If either party to this Agreement  commits any material  breach of this
         Agreement  and fails to remedy or to commence to remedy and  diligently
         persue such remedy in good faith the breach  within 30 Business Days of
         notice from the other  party (if  capable of remedy) or offer  adequate
         compensation  therefor,  the other party may terminate  this  Agreement
         immediately by notice to the party in breach.

14.3     This  Agreement  may be terminated  by a party  immediately  by written
         notice to the other party (the  "Defaulting  Party") if the  Defaulting
         Party:

         (a)      is  unable  to pay its  debts or is liable to be wound up by a
                  court of competent jurisdiction; or


                                       12
<PAGE>

         (b)      enters into a composition or arrangement with its creditors or
                  a moratorium is declared in respect of any of its indebtedness
                  or any creditor action; or

         (c)      takes any action to appoint, to request the appointment of, or
                  suffers  the  appointment   of,  a  receiver,   administrative
                  receiver,  administrator,  trustee or similar officer over all
                  or a material part of its assets or undertaking; or

         (d)      has a  winding-up  or  administration  petition  presented  in
                  relation  to it or has  documents  filed  with a court  for an
                  administration in relation to it provided that, in the case of
                  a winding-up  petition,  if the Defaulting Party is contesting
                  the  winding-up  petition in good faith and with due diligence
                  it shall  not be a  Defaulting  Party  until a period  of five
                  Business  Days  has  expired  since  the  presentation  of the
                  winding-up  petition without it having been either  discharged
                  or struck out; or

         (e)      is affected in any way in any jurisdiction  other than England
                  and Wales by anything equivalent to any of the things referred
                  to in clauses 14 (a) to 14 (d) above.

14.4     Termination  of this  Agreement  shall not release  either party hereto
         from any liability or right of action which at the time of  termination
         has  already  accrued to either  party  hereto or which may  thereafter
         accrue in respect  of any act or  omission  prior to such  termination.
         Such rights  shall  include  but not be limited to the  recovery of any
         monies due hereafter.


15.      Stock disposal

15.1     On termination of this Agreement INyX shall,  within  reasonable  time,
         deliver all  quantities  of finished  Product with an actual  remaining
         shelf  life  exceeding  12 months to NovaDel  or its  nominees.  Unless
         otherwise agreed,  all stocks held by INyX of the Product which are not
         in good and usable  condition  shall be destroyed by and at the cost of
         INyX in the presence of NovaDel authorised representative.


16.      Confidentiality

16.1     During the term of this Agreement and for [five] (5) years  thereafter,
         neither  party  shall use,  reveal nor  disclose  to third  parties any
         confidential  information  (including  without  limitation  the Product
         Specification)  received from the other party or otherwise developed by
         either party in the  performance  of activities in  furtherance of this
         Agreement without first obtaining the written consent of the disclosing
         party,  except  as  may  be  otherwise  provided  herein,  or as may be
         required  for  purposes of  investigating,  manufacturing  or marketing
         Product  or  for  securing   essential  or  desirable   authorisations,
         privileges or rights from governmental  agencies,  or is required to be
         disclosed to a governmental agency or is necessary to file or prosecute
         patent  applications  concerning  the  Product  or  to  carry  out  any
         litigation concerning the Product.

16.2     This  confidentiality  obligation  shall not comply to such information
         which:



                                       13
<PAGE>

         (a)      has  become a  matter  of  public  knowledge,  unless  through
                  default of the other party under this Agreement or

         (b)      is already in the  possession  of the  receiving  party unless
                  through default of the other party under this Agreement, or

         (c)      is  disclosed to the  receiving  party by a third party having
                  the right to do so, or

         (d)      is subsequently  and  independently  developed by employees of
                  the receiving party or affiliate  thereof who had no knowledge
                  of the confidential information disclosed.

16.3     The  parties  shall  take   reasonable   measures  to  assure  that  no
         unauthorised use or disclosure is made by others to whom access to such
         information is granted.


17.      Warranties and Indemnification.

17.1     Certain Representations, Warranties and Covenants of INyX.

         (a)      INyX hereby represents and warrants to NovaDel that:

                  (i)      INyX has the  requisite  power and authority to enter
                           into  this  Agreement  and  perform  its  obligations
                           hereunder;

                  (ii)     the terms of this  Agreement do not conflict  with or
                           breach any  agreement to which INyX or any  affiliate
                           is a  party  or by  which  INyX or any  affiliate  is
                           otherwise bound or violate any applicable law.

         (b)      INyX hereby warrants and covenants to NovaDel that all Product
                  supplied by it to NovaDel, and its designee,  pursuant to this
                  Agreement shall be manufactured,  tested, packaged,  labelled,
                  stored and handled in accordance with the Technical  Agreement
                  and  that,  at the time of the  delivery  of such  Product  to
                  NovaDel, or its designee, such Product:

                  (i)      will meet the Product  Specification  and will not be
                           adulterated    or     misbranded.

17.2     Certain Representations, Warranties and Covenants of NovaDel.

         NovaDel hereby represents and warrants to INyX that

         (a)      NovaDel has the  requisite  corporate  power and  authority to
                  enter  into  this   Agreement   and  perform  it   obligations
                  hereunder; and

         (b)      the terms of this Agreement do not conflict with or breach any
                  agreement to which  NovaDel is a party or by which  NovaDel is
                  otherwise bound or violate any applicable law.



                                       14
<PAGE>

18.      Limitation of Liability

18.1     INyX  does not  exclude  or limit its  liability  for  fraud,  death or
         personal  injury  caused by its  negligence  or that of its  employees,
         agents or subcontractors.

18.2     Subject to section 18.1,  the total  liability of INyX to NovaDel under
         or in relation to this  Agreement,  whether  arising  from  negligence,
         breach of contract,  negligent misrepresentation or otherwise shall not
         exceed the limits of available insurance set out in section 18.5 to the
         extent such insurance responds to the relevant claim.

18.3     Subject to section  18.1,  INyX shall not be liable to NovaDel  for any
         loss of profits,  loss of business,  revenue,  goodwill or  anticipated
         savings,  or for any indirect or consequential  loss or damage suffered
         by NovaDel in connection with the Products or this Agreement.

18.4     NovaDel  shall  indemnify  (on an after tax basis) INyX,  and keep INyX
         indemnified, on demand, against each loss, liability or cost (including
         reasonable  lawyers fees and expenses) which is incurred by INyX to the
         extent such loss,  liability  or cost  arises out of any claim  against
         INyX in relation to any Product sold by NovaDel, or its designee,  from
         the  Effective  Date provided that such claim is not due to the failure
         of any Product to conform to the applicable  Product  Specification due
         to the negligence of INyX.

18.5     INyX Indemnity limits are


        ------------------------------------------------------------------------
               Section                            Limit of Indemnity
                                               Inclusive of deductible
        ------------------------------------------------------------------------
        1. Public Liability         (pound)5,000,000 any one event
        ------------------------------------------------------------------------
        2. Products Liability       (pound)5,000,000 any one event and in all in
                                    any one insurance year
        ------------------------------------------------------------------------
        3. Errors and Omissions     (pound)5,000,000 any one event and in all in
           Extension                any one insurance year
        ------------------------------------------------------------------------
           a) Injury/Damage         (pound)5,000,000 any one event and in all in
                                    any one insurance year
        ------------------------------------------------------------------------
           b) Financial Loss        (pound)1,000,000 any one event and in all in
                                    any one insurance year
        ------------------------------------------------------------------------

18.6     Notwithstanding  any provision herein neither party shall be liable for
         any indirect or consequential  damages including without limitation any
         loss of profit,  loss of  business,  loss of capital and loss of plant,
         whether  such  liability  arises  in  tort,  negligence,   contract  or
         otherwise.

19.      Force Majeure

19.1     If any Force  Majeure  occurs in relation to either party which affects
         or may  affect the  performance  of any of its  obligations  under this
         Agreement (other than a payment obligation) ("Affected Obligation"), it
         shall  notify the other party  forthwith as to the nature and extent of
         the circumstances in question.


                                       15
<PAGE>

19.2     Subject to section 19.1,  neither party shall be deemed to be in breach
         of this Agreement,  or shall be otherwise liable to the other party, by
         reason only of any delay in performance,  or the non-performance of any
         of its Affected Obligations hereunder,  to the extent that the delay or
         non-performance  is due to any  Force  Majeure  of  which  it has  duly
         notified the other party,  and the time for performance of the Affected
         Obligations shall be extended accordingly.

19.3     If the performance by either party of any of its obligations under this
         Agreement  is  prevented  or delayed by Force  Majeure for a continuous
         period in excess of five  Business  Days,  the parties shall enter into
         bona fide  discussions  with a view to alleviating  its effects,  or to
         agreeing  upon  such  alternative  arrangements  as  may  be  fair  and
         reasonable in the circumstances.

19.4     If the  performance by either party of any of its Affected  Obligations
         under this  Agreement is  prevented or delayed by Force  Majeure for 60
         Business Days or more, consecutively or cumulatively,  in any one year,
         then  the  other  party  shall  in its  discretion  have  the  right to
         terminate  this  Agreement  forthwith  upon written notice to the other
         party.


20.      Notice

20.1     Any notice to be given  under this  Agreement  shall be in writing  and
         shall be sent by fax or by registered mail to:


          ----------------------------------------- ----------------------------
          FAX: +1 787 854 5715                      FAX: +1 908 806 2445

          Attn. VP Sales and Marketing              Attn VP Business Development

          INyX USA  Ltd.                            NovaDel Pharma Inc

          POBox 345                                 25 Minneakoning Road

          San Jose' Road # 604                      Flemington
                                                    New Jersey
          Industrial Zone
                                                    08822
          Cotto Norte
                                                    United States
          Manati

          PR 00674

          Puerto Rico
          ----------------------------------------- ----------------------------


         or, to such other  address  and fax  numbers as may be  notified to the
         parties from time to time.



                                       16
<PAGE>

20.2     Any notice sent by mail shall be deemed  delivered within five Business
         Days after  despatch and any notice sent by fax shall be deemed to have
         been delivered upon confirmation of receipt.


21.      Further assurance

         Each party shall (and shall use its  reasonable  commercial  efforts to
         procure that any necessary third parties shall) execute such documents,
         and do all acts and  things  as may be  reasonably  required  after the
         execution  of this  Agreement  to provide  to the other  party the full
         benefit of the terms of this Agreement.


22.      Counterparts

         This  Agreement may be signed in any number of  counterparts,  and this
         has the same effect as if the signatures on the counterparts  were on a
         single copy of this Agreement.


23.      No partnership or agency

         Nothing in this  Agreement  shall be deemed to constitute a partnership
         between the  parties,  or  constitute  one party the agent of the other
         party for any purpose.


24.      Assignment and subcontracting

24.1     Neither party may assign, sublicense,  create any form of security over
         or otherwise  dispose of any of its rights under this Agreement without
         the prior  written  consent  of the  other  party,  which  shall not be
         unreasonably withheld or delayed.

24.2     NovaDel agrees that INyX may appoint  subcontractors  to perform any or
         all of INyX's obligations under this Agreement provided that INyX shall
         remain  liable to  NovaDel  for any and all acts or  omissions  of such
         subcontractor as if such acts or omissions were those of INyX.


25.      Previous agreements

25.1     Each of the parties  acknowledges and agrees that in entering into this
         Agreement  it has not relied on any  representation,  warranty or other
         statement  except as  expressly  identified  in this  Agreement  or any
         document referred to in this Agreement.

25.2     This Agreement  identifies  all of the  Agreements  and  understandings
         between  the  parties  with  respect  to the  subject  matter  of  this
         Agreement  and  supersedes  and  terminates  all prior  Agreements  and
         understandings  between the parties with respect to the subject  matter
         of this  Agreement  but without  prejudice  to any  accrued  rights and
         obligations under such prior Agreements.


                                       17
<PAGE>

25.3     Nothing in this section 25 shall operate to exclude any liability which
         any party  would  otherwise  have to the other party or any right which
         either of them may have to  rescind  this  Agreement  in respect of any
         statement made fraudulently by the other prior to the execution of this
         Agreement  or any rights  which each party may have  against  the other
         party in respect of fraudulent concealment by the other party.


26.      Amendments

         No  amendments to this  Agreement  shall be effective or binding on any
         party unless such amendments are in writing and signed by both parties.


27.      Partial invalidity

         If any  provision of this  Agreement is found to be in violation of any
         applicable  law, such provision  shall be  self-deleting  and shall not
         affect the validity of the remaining  provisions  as contained  herein.
         The parties  agree to  negotiate in good faith in order to replace such
         invalid  provision by such provision which comes closest to the content
         and purpose of this Agreement.


28.      Third party rights

         A person who is not a party to this  Agreement  may not  enforce any of
         its terms under the Contracts (Rights of Third Parties) Act 1999.


29.      Prevailing conditions

         In the event of any condition within this Agreement being  incompatible
         with a condition  within the Technical  Agreement,  the content of this
         Agreement shall prevail.


30.      Waiver

         No waiver of any right under this Agreement  shall be deemed  effective
         unless contained in a written document signed by the party charged with
         such waiver, and no waiver of any breach or failure to perform shall be
         deemed to be a waiver of any future breach or failure to perform or any
         other right arising under this Agreement.


31.      Language



                                       18
<PAGE>

         Any notice or other  communication  given under or in  connection  with
         this Agreement shall be in English.  All other documents provided under
         or in connection  with this Agreement shall be in English or, if not in
         English,  accompanied by a certified  English  translation and, in this
         case,  the English  translation  shall prevail unless the document is a
         statutory or other official document.


32.      Set off

         All payments made by the parties under this  Agreement  shall be gross,
         free of right  of  counterclaim  or set off and  without  deduction  or
         withholding  of any kind  other  than  any  deductions  or  withholding
         required by law.


33.      Costs

         Except as specifically provided in this Agreement, each party shall pay
         its costs and expenses  incurred by it in connection  with the entering
         into and completion of this Agreement.


34.      Applicable law competent court

         This Agreement  shall be governed by English law and the parties submit
         themselves to the exclusive jurisdiction of the English courts.















                                       19
<PAGE>

         AS  WITNESS  the hand of the  duly  authorised  representatives  of the
         parties hereto the day and year first before written.

         SIGNED                                      AGREED and ACCEPTED

         For and on behalf of                        For and on behalf of



         NovaDel Pharma, Inc.                        INyX USA Ltd





         Signed: /s/ Barry Cohen             Signed: /s/ Ulrich Bartke
                 -------------------                 -------------------



         Name :  Barry Cohen                         Name :  Ulrich Bartke



         Status :Vice President, New                 Status : Vice President,
                 Business and Product                         Global Sales and
                 Development                                  Marketing



         Date : November 18, 2004           Date : November 18, 2004










                                       20
<PAGE>

Appendix 1

                                 The Product(s)




     PRODUCT            TRADEMARK   MINIMUM BATCH SIZE       Further details
     -------            ---------   ------------------       ---------------


Nitroglycerin Lingual      TBD      12,500 for process       Initial size: 15ml.
Spray containing butane             validation batches;      bottle containing
as a propellant.                    NovaDelwill initiate     240 doses.
                                    process to increase      Additional sizes
                                    batch size to 50,00      may be added in the
                                    units for commercial     future.
                                    production.





















<PAGE>

                                   Appendix 2

                               Delivery and Price



Price: GBP ____________ per 1000 bottle

[to be advised on completion of Process Validation]







Delivery Terms
--------------

1.   Delivery:
     a.   Product to be delivered Ex Works (Incoterms 2000)

2.   Means of transport:
     a.   Product to be delivered by truck / sea / air

3.   Transport requirements:
     a.   Product  shall  always  be  transported  in rigid box  trailers  under
          temperature control
     b.   The  temperature  shall be between +2 - +25  degrees  Celsius,  unless
          NovaDel provides INyX with written instructions otherwise
     c.   Product  shall  be  shipped  in   accordance   to  relevant   shipping
          regulations

4.   Carrier:
     a.   Product shall be packed on EUR pallet (1200 x 800 mm)
     b.   Maximum height for the loading incl the pallet is 1150 mm
     c.   The loading shall be fixed with a sheet on the top and shrink  wrapped
          or stretch banded
     d.   No overhang outside the EUR pallets external dimensions
     e.   The goods shall be marked on both shorter sides
     f.   Part box / sample box should be clearly marked
     g.   Only one product and batch on each pallet
     h.   The pallet shall be dry, clean and undamaged


5.   Marking:
     a.   The carrier shall be marked with a label on both sides of the load
     b.   The following information shall be stated on the label:
          i.   INyX name
          ii.  NovaDel and / or Designee article number
          iii. NovaDel and / or designee purchasing reference
          iv.  Lot no
          v.   Quantity (sales unit)
          vi.  Pallet / package no.  referring  to the  packing  list / delivery
               note
          vii. Market country
     c.   Each shipper (carton) shall be marked with its content


<PAGE>

          i.   NovaDel and /or designee article no.
          ii.  Lot no.
          iii. Expiry date iv. Name of product
          v.   No of units / shippers vi. Market country

6.   Delivery address
     a.   According to NovaDel and / or designee purchase order

7.   Exchange of Documents
     a.   Documents shall be sent to NovaDel and / or designee
          i.   Purchase Order confirmation
          ii.  Delivery plan / confirmation
          iii. Shipping advice
               1.   the shipping note advice shall be sent by fax to NovaDel and
                    / or  Designee  at the latest the same day as the Product is
                    shipped from INyX.
               2.   The advice shall contain the same information  regarding the
                    actual shipment as the delivery note
          iv.  Delivery note / packing list
               1.   the delivery list / packing list shall always be included in
                    the delivery and clearly marked.
               2.   The  following  information  shall be  stated  on the note /
                    list:
                    a.   NovaDel and / or designee Purchase Order reference
                    b.   NovaDel and / or designee article no
                    c.   Lot no
                    d.   Manufacturing year / month
                    e.   Expiry date
                    f.   Each pallet no and no of units per pallet
                    g.   Total number of units (sales units)

          v.   With product
               1.   delivery note / packing list
               2.   forwarding documents
               3.   certificate of Analysis
          vi.  By separate mail;
               1.   Invoice



<PAGE>

                                   Appendix 3

                               Technical Agreement



           [to be agreed on completion of Process Validation batches]
























<PAGE>

                                   Appendix 4

                                   TERRITORIES



The Territory consists of the following countries:

The territory is Worldwide with the exception of the following countries:

-        Poland

-        Byelorussia

-        The former Russian Republics of Ukraine, Latvia, Lithuania and Estonia

-        The United Arab Emirates




















<PAGE>

                                   Appendix 5

                            Contact Persons - details



INyX:

Key account manager:       Christine Carmichael, phone +44 1928 532 238

VP Sales & Marketing:      Uli Bartke, phone +44 1928 532 226

VP Quality:                Phil Jenkinson: phone +44 1928 502 204



NovaDel:

Key account manager        [to be advised]



NovaDel Designee:

Key account manager        [to be advised]