EXHIBIT
      A




Exhibit
      10.21





**ASSIGNMENT
      AND CONTRIBUTION AGREEMENT**





**THIS
      ASSIGNMENT AND CONTRIBUTION AGREEMENT** (this
“ **Agreement** ”)
      is
      made and entered into effective as of February 25, 2008, by and between
      Manhattan Pharmaceuticals, Inc., a Delaware corporation (“ **MHA** ”), Hedrin
      Pharmaceuticals K/S ,
      a
      Danish limited liability partnership (“ **Newco** ”)
      and,
      for the purposes of Article
      6 only,
      Nordic Biotech Venture Fund II K/S, a Danish limited liability partnership
      (“ **Nordic** ”).





**WHEREAS,** MHA and
      Nordic have entered into a Joint Venture Agreement dated as of January 31,
      2008
      (the “ **Joint
      Venture Agreement** ”)
      pursuant to which Newco has been newly formed and capitalized by Nordic for
      the
      purpose of holding and commercializing the Assets (as defined below);
      and





**WHEREAS** ,
      subject
      to and in accordance with the terms and conditions of this Agreement: (i) MHA
      desires to assign the Assets and transfer the Assumed Liabilities (as defined
      below) to Newco, and Newco desires to acquire the Assets and assume the Assumed
      Liabilities from MHA; and (ii) as consideration for the assignment of the
      Assets, in addition to the assumption of the Assumed Liabilities, Newco desires
      to pay to MHA, and MHA desires to receive, the Cash Payments (as defined below)
      and the Equity Payments (as defined below).





**NOW,
      THEREFORE,** in
      consideration of the premises and the representations, warranties and covenants
      herein contained and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereby agree as
      follows:





**1.**  **DEFINITIONS**




In
      this
      Agreement, capitalized terms not otherwise defined herein shall have the
      meanings assigned to them in the Joint Venture Agreement, and the following
      terms have the following meanings, unless otherwise defined herein:




“ **Assets** ”
means
      all right, title and interest of MHA in, to and under (i) the Hedrin Agreements,
      (ii) all regulatory applications, approvals, worldwide product registrations
      and
      associated materials relating to the Licensed Products (as defined in the Hedrin
      License), (iii) all contracts (other than the Hedrin Agreements) solely relating
      to the Licensed Products, as listed on Appendix
      A (the
“ **Other
      Assigned Contracts** ”), **** (iv) **** all
      promotional and informational materials in MHA’s possession or under its control
      used in connection with the Licensed Products, (v) all Licensed Products held
      by
      or on behalf of MHA in inventory or as samples, including any Clinical Supply
      (as defined in the Supply Agreement), (vi) the Scientific Data, including any
      rights of access that MHA has to the Scientific Data, and (vii) copies of all
      other files, records, books, documents, data, plans and proposals of MHA
      relating principally to the Licensed Products, whether in written, electronic,
      visual or other form, redacted as necessary to delete all files, records, books,
      documents, data, plans and proposals respecting or including other products
      of
      MHA and/or aspects of its business.





“ **Assumed
      Liabilities** ”
means
      all obligations and liabilities of MHA under the
      Hedrin Agreements and the Other Assigned Contracts arising on or after the
      Closing Date.




“ **Hedrin
      Agreements** ”
means
      the agreements identified as such on Appendix
      A attached
      hereto.




“ **Hedrin
      License** ”
means
      that certain Exclusive
      License Agreement for “Hedrin” among Thornton & Ross, Ltd., Kerris, S.A. and
      Manhattan Pharmaceuticals, Inc., dated June 26, 2007.




“ **Hedrin
      Patent Rights** ”
means:
      (i) U.S. Patent Application Serial No. 11/705,389 and (ii) Canadian Patent
      Application No. 2,381,106.




“ **Hedrin
      Product** ”
shall
      mean the “Products,” as defined in that certain Supply
      Agreement between Thornton & Ross, Ltd. and Manhattan Pharmaceuticals, Inc.,
      dated June 26, 2007, for use by humans in the treatment of infestations of
      head
      lice, body lice, pubic lice and scabies mites.




“ **Liens** ”
means
      all liens, claims and encumbrances of any kind or nature, including, without
      limitation, sublicenses.




“ **Permitted
      Liens** ”
means
      the Liens listed on Appendix
      B attached
      hereto.




“ **Scientific
      Data** ”
means
      all available laboratory and all clinical data, including raw data and reports
      created by MHA or any third party on behalf of MHA or in the possession of
      MHA,
      in connection with the Licensed Products (as defined in the Hedrin
      License).




“ **Supply
      Agreement** ”
means
      that certain Supply
      Agreement between Thornton & Ross, Ltd. and Manhattan Pharmaceuticals, Inc.,
      dated June 26, 2007.




**2.**  **CONTRIBUTION
      OF ASSETS; ASSUMPTION OF ASSUMED LIABILITIES.**




**2.1**  **Contribution** **of Assets.**




In
      consideration of and subject to Newco’s payment of the Cash Payments and the
      Equity Payments and assumption of the Assumed Liabilities, MHA hereby transfers,
      sells, conveys, assigns, and delivers to Newco all of its right, title and
      interest in and to the Assets, free and clear of any Liens, other than Permitted
      Liens. Upon Newco’s reasonable request from time to time, MHA shall execute and
      deliver to Newco such bills of sale, endorsements, assignments and other good
      and sufficient instruments of assignment, transfer and conveyance, in form
      and
      substance reasonably satisfactory to Newco, as shall be necessary to vest in
      Newco all of MHA’s right, title and interest in and to the Assets.




**2.2**  **Assumption
      of Assumed Liabilities** .




MHA
      hereby transfers to Newco and Newco hereby assumes, and will satisfy and perform
      when due, the Assumed Liabilities.


-2-


3.REPRESENTATIONS
        AND WARRANTIES OF
        MHA.




MHA
      hereby represents and warrants to Newco as of the Closing Date as
      follows:




**3.1**  **Organization,
      Authority, Etc.**




MHA
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware. MHA has the requisite corporate power and authority
      to
      execute and deliver this Agreement and to consummate the transactions
      contemplated hereby. The execution and delivery of this Agreement by MHA and
      the
      consummation by MHA of the transactions contemplated hereby have been duly
      authorized by all necessary corporate action on the part of MHA. This Agreement
      at the time delivered will have been duly executed and delivered by MHA and
      constitute a legal, valid and binding obligation of MHA enforceable against
      MHA
      in accordance with its terms, except as the same may be limited by bankruptcy,
      insolvency, moratorium, reorganization or other laws of general applicability
      relating to or affecting the enforcement of creditors’ rights and general
      principles of equity.




**3.2**  **No
      Conflict.**




The
      execution, delivery and performance by MHA of this Agreement and the
      consummation by MHA of the transactions contemplated hereby will not require
      any
      notice to, filing with, or the consent, approval or authorization of, any third
      party. Neither the execution and delivery by MHA of this Agreement nor the
      consummation of the transactions contemplated hereby by MHA will: (i)
      require the consent, license, permit, waiver,
      approval, authorization or other action of, by or with respect to, or
      registration, declaration or filing with, any governmental authority or any
      other person; (ii) constitute a default (with or without notice or lapse of
      time
      or both) under, violate or conflict with, or give rise to a right of
      termination, cancellation or acceleration or to a loss of a material benefit
      under, any judgment,
      order, writ, decree, judgment, license, instrument or agreement to which
      MHA is a party or by which MHA is bound; or (iii) constitute a violation by
      MHA
      of any law,
      regulation, order or other governmental requirement applicable to MHA.




**3.3**  **Title** .




Immediately
      prior to giving effect to the transactions contemplated hereby, MHA is the
      sole
      owner of, and has good and marketable title to, the Assets, free and clear
      of
      any Liens other than Permitted Liens.




**3.4**  **Hedrin
      Agreements** .




Neither
      MHA, nor to MHA’s knowledge any other party to any of the Hedrin Agreements, is
      in breach of any of the Hedrin Agreements, and no condition or set of facts
      exists which, with notice, lapse of time or both would constitute a default
      thereunder on the part of MHA or, to MHA’s knowledge, on the part of any other
      party thereto.


-3-


**3.5**  **Intellectual
      Property** .




Except
      as
      set forth on Schedule
      3.5 attached
      hereto: (i) except for prosecution of the patent applications included in the
      Hedrin Patent Rights in the ordinary course, there are no interferences or
      other
      adversarial proceedings pending, or to MHA’s knowledge threatened, with regard
      to any of the Hedrin Patent Rights; and (ii) to the knowledge of MHA, the
      marketing and sale of the Hedrin Product in the United States and Canada for use
      by
      humans in the treatment of infestations of head lice, body lice, pubic lice
      and
      scabies mites would
      not
      constitute an infringement of any United States or Canadian patent validly
      issued and existing as of the Closing Date or a misappropriation of any trade
      secret rights of any third party. MHA has made
      available to Newco (or Nordic) all available Scientific Data.




**3.6**  **Assets.**




Except
      as
      set forth on Schedule
      3.6 attached
      hereto, the Assets constitute all of the assets in MHA’s possession or control
      necessary to develop and commercialize the Licensed Products.




**3.7**  **Royalty
      Term.**




The
      Royalty Term (as defined in the Hedrin License) has not commenced.




**3.8**  **Durminster
      Agreement.**




MHA
      has
      not received any (i) request to consent to an amendment or termination of the
      Durminster Agreement (as defined in the Hedrin License) or (ii) notice that
      any
      party is in default of the Durminster Agreement.




**3.9**  **Milestone
      Payments**




The
      Milestone Payment (as defined in the Hedrin License) set forth in Section 6.6.1
      of the Hedrin License has been fully paid and no further obligation exists
      thereunder. The conditions for the Milestone Payments set forth in Sections
      6.6.2 through 6.6.7 of the Hedrin License have not yet been
      satisfied.




**3.10**  **Agency
      Communications**




MHA
      has
      provided Newco (or Nordic) with all communications (written, electronic and
      oral) received by or in the possession of MHA from the U.S. Food and Drug
      Administration and any similar state, local, federal of foreign Competent
      Authority (as defined in the Hedrin License) regarding the approvability or
      approval of any Licensed Product, and no such communication indicates that
      the
      U.S. Food and Drug Administration would not treat the Licensed Product as a
      medical device under the Federal Food, Drug and Cosmetic Act.




**3.11**  **No
      Other Representations or Warranties.**




Except
      for the representations and warranties of MHA expressly set forth in this Article
      3 ,
      MHA
      makes no express or implied representation or warranty in connection with the
      transactions contemplated by this Agreement.


-4-


4.REPRESENTATIONS
        AND WARRANTIES OF NEWCO.


Newco
      hereby represents and warrants to MHA as of the Closing Date as
      follows:




**4.1**  **Organization,
      Authority, Etc.**




Newco
      is
      a Danish limited liability partnership duly organized, validly existing and
      in
      good standing under the laws of Denmark. Newco has the requisite partnership
      power and authority to execute and deliver this Agreement and to consummate
      the
      transactions contemplated hereby. The execution and delivery of this Agreement
      by Newco and the consummation by Newco of the transactions contemplated hereby
      have been duly authorized by all necessary partnership action on the part of
      Newco. This Agreement at the time delivered will have been duly executed and
      delivered by Newco and constitute a legal, valid and binding obligation of
      Newco
      enforceable against Newco in accordance with its terms, except as the same
      may
      be limited by bankruptcy, insolvency, moratorium, reorganization or other laws
      of general applicability relating to or affecting the enforcement of creditors’
rights and general principles of equity.




**4.2**  **No
      Conflict.**




The
      execution, delivery and performance by Newco of this Agreement and the
      consummation by Newco of the transactions contemplated hereby will not require
      any notice to, filing with, or the consent, approval or authorization of, any
      third party. Neither the execution and delivery by Newco of this Agreement
      nor
      the consummation of the transactions contemplated hereby by Newco will: (i)
      require the consent, license, permit, waiver,
      approval, authorization or other action of, by or with respect to, or
      registration, declaration or filing with, any governmental authority or any
      other person; (ii) constitute a default (with or without notice or lapse of
      time
      or both) under, violate or conflict with, or give rise to a right of
      termination, cancellation or acceleration or to a loss of a material benefit
      under, any judgment,
      order, writ, decree, judgment, license, instrument or agreement to which
      Newco is a party or by which Newco is bound; or (iii) constitute a violation
      by
      Newco of any law,
      regulation, order or other governmental requirement applicable to Newco.




**4.3**  **No
      Other Representations or Warranties** .




Except
      for the representations and warranties of Newco expressly set forth in this Article
      4 and in Section
      5.2 below,
      Newco makes no express or implied representation or warranty in connection
      with
      the transactions contemplated by this Agreement.




**5.**  **CONSIDERATION.**




**5.1**  **Cash
      Payments and Equity Issuances** .




(a)  In
      consideration of the assignment of the Assets made to Newco in this Agreement,
      in addition to the assumption of the Assumed Liabilities by Newco pursuant
      to Section
      2.2 hereof,
      Newco shall:





(i)  upon
      the
      execution and delivery of this Agreement: (A) pay to MHA US$2,000,000.00 in
      cash
      (the “ **Initial
      Cash Payment** ”)
      and
      (B) issue to MHA, and deliver a certificate representing, 500 Partnership Shares
      of Newco (as defined in the Limited Partnership Agreement of Newco dated as
      of
      the date hereof (the “ **Partnership
      Agreement** ”))
      evidencing the ownership thereof to MHA (the “ **Initial
      Equity Issuance** ”);
      and


-5-


(ii)  upon
      the
      achievement of the Payment Milestone (as defined below): (A) pay to MHA an
      additional US$1,500,000.00 in cash (the “ **Second
      Cash Payment** ”
and,
      together with the Initial Cash Payment, the “ **Cash
      Payments** ”)
      and
      (B) if necessary to maintain MHA’s 50% ownership of outstanding Partnership
      Shares, issue to MHA, and deliver a certificate representing, a number of
      additional Partnership Shares of Newco that will constitute, together with
      the
      Initial Equity Issuance, 50% of all outstanding Partnership Shares (the
“ **Second
      Equity Issuance** ”
and,
      together with the Initial Equity Issuance, the “ **Equity
      Issuances** ”).





(b)  All
      Cash
      Payments made by Newco hereunder shall be made by wire transfer, in US dollars,
      to an account specified in writing by MHA.





(c)  Upon
      the
      Initial Equity Issuance, MHA shall own 50% of the outstanding Partnership Shares
      of Newco. Upon the Second Equity Issuance, MHA shall own 50% of the outstanding
      Partnership Shares of Newco (after giving effect to the issuance of additional
      Partnership Shares, if any, to Nordic pursuant to the Partnership
      Agreement).





**5.2**  **Certain
      Representations and Warranties** .




Newco
      hereby (with respect to clauses (a), (c) and (d) below) and at the time of
      the
      Second Equity Issuance (with respect to clauses (b) through (d) below)
      represents and warrants to MHA as follows:





(a)  The
      authorized capital of Newco, immediately after the Initial Equity Issuance,
      consists of 2,000 Partnership Shares, 1,000 of which are issued and outstanding,
      500 of which are owned, beneficially and of record, by Nordic and 500 of which
      are owned, beneficially and of record, by MHA.





(b)  The
      authorized capital of Newco, immediately after the Second Equity Issuance,
      if
      any, consists of 2,000 Partnership Shares, 1,000 of which are owned,
      beneficially and of record, by Nordic, and 1,000 of which are owned,
      beneficially and of record by MHA.





(c)  All
      of
      the outstanding Partnership Shares of Newco have been duly authorized, are
      fully
      paid and nonassessable and were issued in compliance with all applicable Danish
      laws. Newco holds no Partnership Shares in its treasury.





(d)  Except
      for (i) the Partnership Shares referred to in clauses (a) and (b) of this Section
      5.2 ,
      (ii)
      the obligation to issue Partnership Shares to MHA pursuant to this Article
      5 ,
      and
      (iii) the Partnership Agreement and the Joint Venture Agreement, Newco has
      no
      class or series of Partnership Shares authorized or outstanding and there are
      no
      outstanding options, warrants, rights (including conversion or preemptive rights
      and rights of first refusal or similar rights) or agreements, oral or in
      writing, to purchase or acquire from Newco any equity or debt security, or
      any
      security convertible into or exchangeable for an equity or debt
      security.


-6-


**5.3**  **Definition
      of Payment Milestone** .




For
      purposes of this Agreement, the term “ **Payment
      Milestone** ”
shall
      mean a final determination from the U.S. Food and Drug Administration received
      prior to September 30, 2008 that the Licensed Products will be regulated as
      a
      medical device.




**6.**  **INDEMNIFICATION**




**6.1**  **Indemnification
      by MHA.**




MHA
      will
      indemnify, defend and hold harmless Newco, Nordic and each of their respective
      officers, directors, employees and agents (each, a “ Newco
      Indemnitee ”)
      from
      and against any and all losses, costs, damages, judgments, settlements,
      interest, taxes, fees or expenses (including all reasonable attorneys’ fees,
      experts’ or consultants’ fees, expenses and costs) (collectively, “ **Losses** ”) that
      may
      be incurred or paid by any of the Newco Indemnitees to the extent arising
      out of or resulting from: (i) MHA’s breach of any representation, warranty,
      covenant or other provision contained in this Agreement or (ii) any all
      obligations and liabilities of MHA under the
      Hedrin Agreements arising prior to the Closing Date.





**6.2**  **Indemnification
      by Newco.**




Newco
      will indemnify, defend and hold harmless MHA and its officers, directors,
      employees and agents (each, a “ MHA
      Indemnitee ”)
      from
      and against any Losses that
      may
      be incurred or paid by any of the MHA Indemnitees to the extent arising
      out of or resulting from: (i) Newco’s breach of any representation, warranty,
      covenant or other provision contained in this Agreement or (ii) the Assumed
      Liabilities.





**6.3**  **Indemnity
      Procedures.**




If
      any
      claim or action is asserted that would entitle a MHA Indemnitee or Newco
      Indemnitee to indemnification pursuant to either of the foregoing Section
      6.1 or Section
      6.2 (a
“ Proceeding ”),
      the
      Party who seeks indemnification will give written notice thereof to the Party
      from whom indemnification is sought (the “ Indemnitor ”)
      promptly (and in any event within fifteen (15) calendar days after the service
      of the citation or summons); provided , however ,
      that
      the failure of the Party seeking indemnification to give timely notice hereunder
      will not affect rights to indemnification hereunder, except to the extent that
      Indemnitor demonstrates actual prejudice caused by such failure. Indemnitor
      may
      elect to direct the defense or settlement of any such Proceeding by giving
      written notice to the Party seeking indemnification, which election will be
      effective immediately upon receipt by the Party seeking indemnification of
      such
      written notice of election. The Indemnitor will have the right to employ counsel
      reasonably acceptable to the Party seeking indemnification to defend any such
      Proceeding, or to compromise, settle or otherwise dispose of the same, if the
      Indemnitor deems it advisable to do so, all at the expense of the Indemnitor;
      provided that the Indemnitor will not settle, or consent to any entry of
      judgment in, any Proceeding without obtaining either: (i) an unconditional
      release of the Party seeking indemnification (and its Affiliates and each of
      their respective officers, directors, employees and agents) from all liability
      with respect to all claims underlying such Proceeding; or (ii) the prior written
      consent of the Party seeking indemnification. A Party seeking indemnification
      will not settle, or consent to any entry of judgment, in any Proceeding without
      obtaining the prior written consent of the Indemnitor. The Parties will fully
      cooperate with each other in any such Proceeding and will make available to
      each
      other any books or records useful for the defense of any such Proceeding.


-7-


**6.4**  **Indemnification
      as Sole Remedy.**




Other
      than for specific performance and claims of common law fraud, the
      indemnification provided in this Article
      6 ,
      subject
      to the limitations set forth herein, shall be the exclusive remedy available
      to
      MHA, Newco and Nordic, or any of their respective affiliates, arising out of
      or
      relating to this Agreement, the Assets or the Assumed Liabilities, and are
      in
      lieu of any and all other rights and remedies which MHA, Newco or Nordic may
      have under this Agreement or otherwise for monetary relief in connection with
      any of the foregoing.





**7.**  **GENERAL
      PROVISIONS.**




**7.1**  **Governing
      Law; Jurisdiction; Venue** .




T his
      Agreement, and any disputes arising directly or indirectly from this Agreement,
      shall be governed by and construed and enforced in accordance with the laws
      of
      the state of New York, without regard to conflict-of-laws rules. The parties
      hereto hereby irrevocably and unconditionally (i) agree that any action or
      proceeding arising out of or in connection with this Agreement shall be brought
      only in the state courts located in the Borough of Manhattan in the State of
      New
      York (the “ **NY
      Courts** ”),
      and
      not in any other state or federal court in the United States of America or
      any
      court in any other country, (ii) consent to submit to the exclusive jurisdiction
      of the NY Courts for purposes of any action or proceeding arising out of or
      in
      connection with this Agreement, (iii) waive any objection to the laying of
      venue
      of any such action or proceeding in the NY Courts, and (iv) waive, and agree
      not
      to plead or to make, any claim that any such action or proceeding brought in
      the
      NY Courts has been brought in an improper or inconvenient forum.




**7.2**  **Notices** .




All
      notices, claims, demands and other communications hereunder shall be in writing
      and shall be deemed given if delivered personally or by telecopier, one business
      day after being sent by major overnight courier, or four business days after
      being mailed by registered or certified mail (postage prepaid, return receipt
      requested) to each party at its respective address set forth below (or at such
      other address as any party hereto shall hereafter specify by notice in writing
      to the other parties hereto).




Contact
                Information for Newco:
              c/o
                Nordic Biotech Advisors
              Østergade
                5, 3rd floor
              DK-1100
                Copenhagen K
              Denmark
              Fax
                +45 70 20 12 64
              E-mail:
                fs@nordic-biotech.com
              Attn.:
                Florian Schönharting
            Contact
                Information for MHA:
              Manhattan
                Pharmaceuticals, Inc.
              810
                Seventh Avenue, 4thFloor
              New
                York, NY 10019
              Fax:
                (212) 582-3957
              Attn:
                Chief Financial Officer
              Email:
                mgmcguinness@manhattanpharma.com




-8-


**7.3**  **Entire
      Agreement** .




This
      Agreement constitutes the entire agreement of the parties hereto with respect
      to
      the transactions contemplated hereby and supersedes all other prior agreements
      and understandings, both written and oral, among the parties or any of them,
      with respect to the subject matter hereof.




**7.4**  **Binding
      Effect; Assignment** .




All
      the
      terms, provisions, covenants and conditions of this Agreement shall be binding
      upon and inure to the benefit of and be enforceable by the parties hereto and
      their respective heirs, executors, administrators, representatives, successors
      and permitted assigns. This Agreement and the rights and obligations of the
      parties hereto shall not be assigned or delegated by any party hereto without
      the prior written consent of the other parties hereto.




**7.5**  **Amendment;
      Waiver** .




This
      Agreement may be amended, modified, superseded or canceled, and any of the
      terms, provisions, representations, warranties, covenants or conditions hereof
      may be waived, only by a written instrument executed by all parties hereto,
      or,
      in the case of a waiver, by the party waiving compliance. The failure of any
      party at any time or times to require performance of any provision hereof shall
      in no manner affect the right to enforce the same. No waiver by any party of
      any
      condition contained in this Agreement, or of the breach of any term, provisions,
      representation, warranty or covenant contained in this Agreement, in any one
      or
      more instances, shall be deemed to be or construed as a further or continuing
      waiver of any such condition or breach, or as a waiver of any other condition
      or
      of the breach of any other term, provision, representation, warranty or
      covenant.




**7.6**  **Execution
      and Delivery; Counterparts** .




A
      facsimile, telecopy or other reproduction of this Agreement may be executed
      by
      one or more parties hereto and such execution and delivery shall be considered
      valid, binding and effective for all purposes. At the request of any party
      hereto, all parties hereto agree to execute an original of this Agreement as
      well as any facsimile, telecopy or other reproduction hereof. This Agreement
      may
      be executed simultaneously in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.




**7.7**  **Rules
      of Construction** .




All
      references in this Agreement to Sections and other subdivisions refer to the
      Sections and other subdivisions of this Agreement unless expressly provided
      otherwise. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and
      not to any particular subdivision unless expressly so limited. Whenever the
      words “include,” “includes,” and “including” are used in this Agreement, such
      words shall be deemed to be followed by the words “without limitation.” Each
      reference herein to a Schedule or Exhibit refers to the item identified
      separately in writing by the parties as the described Schedule or Exhibit to
      this Agreement. All Schedules and Exhibits are hereby incorporated in and made
      a
      part of this Agreement as if set forth in full herein.




*(signature
      page follows)*


-9-





IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed and
      delivered in their name and on their behalf as of the date first above
      written.





**MANHATTAN
                PHARMACEUTICALS, INC.**By:
            /s/
                Michael McGuinnessPrint Name:Title:
            CFO





**HEDRIN
      PHARMACEUTICALS K/S**





By:
            /s/
                Michael McGuinness
            
            By:
            /s/
                Florian SchonhartingPrint Name:
            
            
            Print Name:Title:
            Director
            
            Title:
            Director





**For
      the purposes of** **Article
      6** **only:**





**NORDIC
      BIOTECH VENTURE FUND II K/S**





By:
            
            
            By:Print Name:
            
            
            Print Name:Title:
            
            
            Title:


-10-


**APPENDIX
      A**





**HEDRIN
      AGREEMENTS**





1.
      Exclusive License Agreement for “Hedrin” among Thornton & Ross, Ltd.,
      Kerris, S.A. and Manhattan Pharmaceuticals, Inc., dated June 26,
      2007





2.
      Supply
      Agreement between Thornton & Ross, Ltd. and Manhattan Pharmaceuticals, Inc.,
      dated June 26, 2007





3.
      Deed
      of License among Durminster Limited, Thornton & Ross, Ltd., Kerris, S.A. and
      Manhattan Pharmaceuticals, Inc., dated June 26, 2007





**OTHER
      ASSIGNED CONTRACTS**




None.





**APPENDIX
      B**





**PERMITTED
      LIENS**





None.








**SCHEDULE
      3.5**





**INTELLECTUAL
      PROPERTY**





None.





**SCHEDULE
      3.6**





**ASSETS**





1.
      Cash
      and cash equivalents held by MHA;





2.
      right
      to receive services of MHA personnel (including, but not limited to, the
      services to be provided under the Services Agreement); and





3.
      real
      property, plant and equipment of MHA