EXHIBIT 10.2


TERMINATION AGREEMENT


          This
TERMINATION AGREEMENT (this “Termination Agreement”) is entered as of March 26,
2010 (the “Effective Date”), by and between NovaDel Pharma Inc., a Delaware
corporation (the “Company”), and Seaside 88, LP, a Florida limited partnership
(such investor, including its successors and assigns, “Seaside”, together with
the Company, the “Parties”).


          WHEREAS,
the Company and Seaside are parties to that certain Common Stock Purchase
Agreement, dated June 26, 2009 (the “Agreement”) whereby the Company agreed to
issue and sell to Seaside, and Seaside agreed to purchase from the Company, up
to 13,000,000 shares of Common Stock on the respective Closing Dates; 


          WHEREAS,
the Agreement provides that, among other things, the issuance by the Company to
Seaside, or the resale by Seaside, of the shares of Common Stock has been
registered under the Securities Act and all of the shares of Common Stock when
delivered will be freely transferable and tradable on the Trading Market by
Seaside without restriction (other than any restrictions arising solely from an
act or omission of a Seaside);


          WHEREAS,
as disclosed on the revised Disclosure Schedules, dated January 15, 2010, on
December 24, 2009, the Company’s Common Stock began trading on the OTC Bulletin
Board under the trading symbol “NVDL.OB.”


          WHEREAS,
on March 31, 2010, the Company intends to file its Annual Report on Form 10-K,
which qualifies as a Section 10(a)(3) update to the Registration Statement;


          WHEREAS,
upon such filing, the Company will not be eligible to use the limited primary
offering exception on the Registration Statement because the Company’s common
stock is no longer trading on a national securities exchange;


          WHEREAS,
as a result, the Company expects that the Registration Statement will not be
effective as of March 31, 2010 and the Company will no longer be able to
provide Seaside with registered shares;


          WHEREAS,
Seaside does not intend to purchase unregistered shares of Common Stock from
the Company at any future Closings; and


          WHEREAS,
the Parties have mutually agreed to terminate the Agreement in accordance with
the terms of this Termination Agreement.


          NOW
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties to this Termination Agreement agree as follows:


1. Definitions. Any capitalized terms not separately defined
in this Termination Agreement shall have the meaning provided in the Agreement.





2. Termination
of Agreement. Notwithstanding anything to the contrary contained in the
Agreement, the Parties hereby acknowledge and agree that the Agreement is
terminated, effective as of the Effective Date.


3. Governing
Law. All questions concerning the construction, validity, enforcement and
interpretation of this Termination Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York,
without regard to the principles of conflicts of law thereof. The parties
hereby waive all rights to a trial by jury. If either party shall commence an
action or proceeding to enforce any provisions of this Termination Agreement,
then the prevailing party in such action or proceeding shall be reimbursed by
the other party for its attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or
proceeding.


5. Entire
Agreement. This Termination Agreement constitutes the entire agreement
between the Parties with regard to the subject matter hereof and supersedes all
prior agreements and understandings whether written or oral, between the
Parties with regard to the subject matter hereof.


6. Counterparts.
This Termination Agreement may be executed 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. Signatures to the Termination Agreement may be
transmitted via facsimile and such signatures shall be deemed to be originals.


 [Signatures on following page]


2





          IN
WITNESS WHEREOF, the Parties have executed and delivered this Termination
Agreement as of the Effective Date.


	
  

 	
  

 	
  

 	
  

 
	
 NovaDel Pharma
 Inc.

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Address for
 Notice:

 
	
  

 	
  

 	
  

 	
  

 
	
 By:  

 	
 /s/ Steven B. Ratoff

 	
  

 	
 1200 Route
 22 East, Suite 2000

 
	
  

 	

 


 	
  

 	
 Bridgewater,
 NJ 08807

 
	
  

 	
 Name: Steven
 B. Ratoff

 	
  

 	
 Attention:
 Steven B. Ratoff

 
	
  

 	
 Title: Chief
 Executive Officer and President

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 With a copy
 to (which shall not constitute notice):

 	
  

 	
 Morgan,
 Lewis & Bockius, LLP

 502 Carnegie Center

 Princeton, NJ 08540

 Attention: Emilio Ragosa, Esq.

 Fax: 609-919-6701

 
	
  

 	
  

 	
  

 	
  

 
	
 Seaside 88,
 LP

 	
  

 	
 Address for
 Notice:

 
	
  

 	
  

 	
  

 
	
 By:  

 	
 Seaside 88
 Advisors, LLC

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 750 Ocean
 Royale Way

 
	
  

 	
  

 	
  

 	
 Suite 805

 
	
 By:  

 	
 /s/ William J. Ritger

 	
  

 	
 North Palm
 Beach, FL 33408

 
	
  

 	

 


 	
  

 	
 Attention:
 William J. Ritger and

 
	
  

 	
 Name:
 William J. Ritger

 	
  

 	
 Denis M.
 O’Donnell, M.D.

 
	
  

 	
 Title:
 Manager

 	
  

 	
 Fax:
 866-358-6721

 
	
  

 	
  

 	
  

 	
  

 
	
 With a copy
 to (which shall not constitute notice):

 	
  

 	
 White White
 & Van Etten PC

 55 Cambridge Parkway

 Cambridge, MA 02142

 Attention: David A. White, Esq.

 Fax: 617-225-0205