EXHIBIT 10.34

EXECUTION COPY: NOV 18, 2004



                       MANUFACTURING AND SUPPLY AGREEMENT

                             DATED 18 NOVEMBER, 2004

                                  INYX USA, LTD

                                       AND

                              NOVADEL PHARMA, INC.


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                                    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


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AN AGREEMENT                    made this 18 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
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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.

      "PRICE" means the price specified in Appendix 2;


                                       2
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      "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

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
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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.

            (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.


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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  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.


                                       5
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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.

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


                                       6
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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.



                                       7
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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.

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.


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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.

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


                                       9
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      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 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.


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<PAGE>

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]

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.


                                       11
<PAGE>


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

      (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



                                       12
<PAGE>

            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:

      (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.


                                       13
<PAGE>


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.

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



                                       14
<PAGE>


      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


<TABLE>
<CAPTION>
        ----------------------------------------------------------------------------------------------------------
                       SECTION                                       LIMIT OF INDEMNITY
                                                                   Inclusive of deductible
        ----------------------------------------------------------------------------------------------------------
<S>                                         <C>
        1.      Public Liability            GBP 5,000,000 any one event
        -----------------------------------------------------------------------------------------------------------
        2.      Products Liability          GBP 5,000,000 any one event and in all in any one insurance year
        -----------------------------------------------------------------------------------------------------------
        3.      Errors and Omissions        GBP 5,000,000 any one event and in all in any one insurance year
                Extension
        -----------------------------------------------------------------------------------------------------------
             a)      Injury/Damage          GBP 5,000,000 any one event and in all in any one insurance year
        -----------------------------------------------------------------------------------------------------------
             b)      Financial Loss         GBP 1,000,000 any one event and in all in any one insurance year
        -----------------------------------------------------------------------------------------------------------
</TABLE>


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.

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.


                                       15
<PAGE>


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

          Industrial Zone                         New Jersey

          Cotto Norte                             08822

          Manati                                  United States

          PR 00674

          Puerto Rico

          ----------------------------            ----------------------------

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

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.


                                       16
<PAGE>


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.

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.


                                       17
<PAGE>


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

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.


                                       18
<PAGE>


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 : VP New Business               Status : VP Sales & Marketing
               and Product Development                --------------------
               -----------------------


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


                                       20
<PAGE>

                                   APPENDIX 1

                                 THE PRODUCT(S)

<TABLE>
<CAPTION>
                 PRODUCT                  TRADEMARK             MINIMUM BATCH SIZE             Further details
                 -------                  ---------             ------------------             ---------------
<S>                                       <C>              <C>                            <C>
        Nitroglycerin Lingual       TBD                    12,500 for process             Initial size: 15ml.
        Spray containing butane                            validation batches; NovaDel    bottle containing 240
        as a propellant.                                   will initiate process to       doses.  Additional sizes
                                                           increase batch size to         may be added in the
                                                           50,000 units for commercial    future.
                                                           production.
</TABLE>


                                       1

<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


                                       2

<PAGE>

      c.    Each shipper (carton) shall be marked with its content

            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


                                       3

<PAGE>


                                   APPENDIX 3

                               TECHNICAL AGREEMENT

         [TO BE AGREED ON COMPLETION OF PROCESS VALIDATION BATCHES]




                                       4

<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



                                       5

<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]



                                       6