Exhibit 4.1

THE WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. SUCH
WARRANTS MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT
SUCH REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE AS MAY
BE SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT ANY SUCH
TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933 OR APPLICABLE
STATE SECURITIES OR BLUE SKY LAWS OR ANY RULE OR REGULATION PROMULGATED
THEREUNDER.

                               NOVADEL PHARMA INC.

           Class C Warrant for the Purchase of Shares of Common Stock

No. C-__                                                      ___________ Shares

            FOR VALUE RECEIVED, NOVADEL PHARMA INC., a Delaware corporation (the
"Company"), hereby certifies that [ ] (the "Holder"), its designee or its
permitted assigns is entitled to purchase from the Company, at any time or from
time to time commencing on __________, _____, and prior to 5:00 P.M., New York
City time, on ________, ____, up to [ ] ([ ]) fully paid and non-assessable
shares of common stock (subject to adjustment), $.001 par value per share, of
the Company for $1.40 per share (subject to adjustment as provided herein) and
an aggregate purchase price of $[ ]. (Hereinafter, (i) said common stock, $.001
par value per share, of the Company, is referred to as the "Common Stock," (ii)
the shares of the Common Stock purchasable hereunder or under any other Warrant
(as hereinafter defined) are referred to as the "Warrant Shares," (iii) the
aggregate purchase price payable for the Warrant Shares purchasable hereunder is
referred to as the "Aggregate Warrant Price," (iv) the price payable for each of
the Warrant Shares is referred to as the "Per Share Warrant Price," (v) this
detachable Warrant, all similar Warrants issued on the date hereof and all
warrants hereafter issued in exchange or substitution for this Warrant or such
similar Warrants are referred to as the "Warrants," and (vi) the holder of this
Warrant is referred to as the "Holder" and the holder of this Warrant and all
other Warrants and Warrant Shares are referred to as the "Holders" and Holders
of more than 50% of the outstanding Warrants and Warrant Shares are referred to
as the "Majority of the Holders"). The Aggregate Warrant Price is not subject to
adjustment. By acceptance of this Warrant, the Holder agrees to comply with all
applicable provisions of this Warrant and the Subscription Agreement by and
between the Company and the Subscriber named therein, dated as of December 30,
2003 (the "Subscription Agreement") to the same extent as if it were a party
thereto.

            1. Exercise of Warrant. (a) Subject to Section 7, this Warrant may
be exercised in whole at any time, or in part from time to time, commencing on
_______, ____, and prior to 5:00 P.M., Eastern Standard Time, on ________, ____,
by the Holder by the surrender of this Warrant (with the subscription form at
the end hereof duly executed) at the address set forth in Section 10(a) hereof,
together with proper payment of the Aggregate Warrant Price, or the
proportionate part thereof if this Warrant is exercised in part, with payment
for the Warrant Shares made by certified or official bank check payable to the
order of the Company;


                                       5
<PAGE>

            (b) If this Warrant is exercised in part in accordance with Section
1(a), it must be exercised for a number of whole shares of Common Stock and the
Holder is entitled to receive a new Warrant in the name of the Holder, or its
nominee, covering the Warrant Shares that have not been exercised and setting
forth the proportionate part of the Aggregate Warrant Price applicable to such
Warrant Shares.

            (c) Upon surrender of this Warrant in connection with an exercise of
this Warrant in accordance with Section 1(a), the Company shall (i) issue a
certificate or certificates in the name of the Holder, or its nominee, for the
largest number of whole shares of Common Stock to which the Holder shall be
entitled and, if this Warrant is exercised in whole, in lieu of any fractional
share of the Common Stock to which the Holder shall be entitled, pay to the
Holder cash in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of the Company
(the "Board of Directors") shall determine), and (ii) deliver the other
securities and properties receivable upon the exercise of this Warrant, or the
proportionate part thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant.

            2. Reservation of Warrant Shares; Listing. Subject to the approval
of the Charter Amendment (as defined in the Subscription Agreement), the Company
agrees that, prior to the expiration of this Warrant, the Company shall at all
times (i) have authorized and in reserve, and shall keep available, solely for
issuance and delivery upon the exercise of this Warrant, the shares of Common
Stock and other securities and properties as from time to time shall be
receivable upon the exercise of this Warrant, free and clear of all restrictions
on sale or transfer, other than under Federal or state securities laws, and free
and clear of all preemptive rights and rights of first refusal and (ii) use its
best efforts to keep the Warrant Shares authorized for listing on the OTC(R)
Bulletin Board (the "OTCBB") or any national securities exchange on which the
Company's Common Stock is traded.

            3. Protection Against Dilution. (a) If, at any time or from time to
time after the date of this Warrant, the Company shall (i) pay a dividend or
make a distribution to any holder of its capital stock in shares of Common
Stock, (ii) subdivide its outstanding shares of Common Stock into a greater
number of shares, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares or (iv) issue by reclassification of its Common Stock
any shares of capital stock of the Company, then, in each case, the Per Share
Warrant Price shall be adjusted by multiplying the Per Share Warrant Price then
in effect by a fraction, the numerator of which shall be the Aggregate Warrant
Price and the denominator of which shall be the number of shares of Common Stock
or other capital stock of the Company that the Holder would have owned
immediately following such action had such Warrant been exercised immediately
prior thereto; provided, that the terms "dividend" and "distribution" in this
Warrant shall refer specifically to dividends and distributions, if any, issued
by the Company to all of its shareholders or an entire class of its shareholders
pursuant to a written resolution of the Board of Directors and shall not include
any sale or other transfer of Common Stock to a shareholder in exchange for
value; provided, further, that clause (i) above shall not apply to shares issued
to certain shareholders of the Company in connection with the reset right of
such shareholders extended to them in connection with the private placement
effected by the Company in April and May 2003. An adjustment made pursuant to
this Section 3(a) shall become effective immediately after the record date in
the case of a dividend or distribution, and shall become effective immediately
after the effective date in the case of a subdivision, combination or
reclassification.


                                       6
<PAGE>

            (b) In case of any capital reorganization or reclassification, or
any consolidation or merger to which the Company is a party other than a merger
or consolidation in which the Company is the continuing corporation, or in case
of any sale or conveyance to another entity of all or substantially all of the
property and assets of the Company, or in the case of any statutory exchange of
securities with another corporation (including any exchange effected in
connection with a merger of a third corporation into the Company), the Holder of
this Warrant shall have the right thereafter to receive upon the exercise of
this Warrant the kind and amount of securities, cash or other property which the
Holder would have owned or have been entitled to receive immediately after such
reorganization, reclassification, consolidation, merger, statutory exchange,
sale or conveyance had this Warrant been exercised immediately prior to the
effective date of such reorganization, reclassification, consolidation, merger,
statutory exchange, sale or conveyance and in any such case, if necessary,
appropriate adjustment shall be made in the application of the provisions set
forth in Section 3 with respect to the rights and interests thereafter of the
Holder of this Warrant to the end that the provisions set forth in this Section
3 shall thereafter correspondingly be made applicable, as nearly as may
reasonably be, in relation to any shares of stock or other securities or
property thereafter deliverable upon the exercise of this Warrant. The above
provisions of this Section 3(b) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, statutory
exchanges, sales or conveyances. The Company shall use reasonable efforts to
cause the issuer of any shares of stock or other securities or property
thereafter deliverable on the exercise of this Warrant to be responsible for all
of the agreements and obligations of the Company hereunder. Notice of any such
reorganization, reclassification, consolidation, merger, statutory exchange,
sale or conveyance and of said provisions so proposed to be made, shall be
mailed to the Holders of the Warrants not less than 30 days prior to such event.
A sale of all or substantially all of the property and/or assets of the Company
for consideration consisting primarily of securities shall be deemed a
consolidation or merger for the foregoing purposes.

            (c) Notwithstanding anything in this Warrant to the contrary, no
adjustment in the Per Share Warrant Price shall be required unless such
adjustment would require an increase or decrease of at least $0.05 per Warrant
Share; provided, however, that any adjustments which by reason of this Section
3(c) are not required to be made shall be carried forward and taken into account
in any subsequent adjustment; provided, further, however, that any and all
adjustments required in accordance with the provisions of Section 3 (other than
this Section 3(c)) shall be made not later than such time as may be required in
order to preserve the tax-free nature of a distribution to the Holder of this
Warrant or the Warrant Shares. All calculations under Section 3 shall be made to
the nearest cent or to the nearest 1/100th of a share, as the case may be.
Anything in Section 3 to the contrary notwithstanding, the Company shall be
entitled to make such reductions in the Per Share Warrant Price, in addition to
those required by Section 3, as it in its discretion shall deem to be advisable
in order that any stock dividend, subdivision of shares or distribution of
rights to purchase stock or securities convertible or exchangeable for stock
hereafter made by the Company to its stockholders shall not be taxable.


                                       7
<PAGE>

            (d) Whenever the Per Share Warrant Price is adjusted as provided in
this Section 3 and upon any modification of the rights of a Holder of Warrants
in accordance with this Section 3, the Company shall promptly prepare a brief
statement of the facts requiring such adjustment or modification and the manner
of computing the same and cause copies of such certificate to be mailed to the
Holders of the Warrants.

            (e) If the Board of Directors shall declare any dividend or other
distribution with respect to the Common Stock other than a cash distribution out
of earned surplus, the Company shall mail notice thereof to the Holders of the
Warrants not less than 10 days prior to the record date fixed for determining
stockholders entitled to participate in such dividend or other distribution.

            (f) If, as a result of any adjustment made pursuant to Section 3,
the Holder of any Warrant(s) thereafter surrendered for exercise shall become
entitled to receive shares of two or more classes of capital stock or shares of
Common Stock and other capital stock of the Company, the Board of Directors
(whose determination shall be conclusive and shall be described in a written
notice to the Holder of any Warrant promptly after such adjustment) shall
determine the allocation of the adjusted Per Share Warrant Price between or
among shares or such classes of capital stock or shares of Common Stock and
other capital stock.

            (g) Upon the expiration of any rights, options, warrants or
conversion privileges with respect to the issuance of which an adjustment to the
Per Share Warrant Price had been made, if such shall not have been exercised,
the number of Warrant Shares purchasable upon exercise of this Warrant, to the
extent this Warrant has not then been exercised, shall, upon such expiration, be
readjusted and shall thereafter be such as they would have been had they been
originally adjusted (or had the original adjustment not been required, as the
case may be) taking into account (A) any shares of Common Stock, if any,
actually issued or sold upon the exercise of such rights, options, warrants or
conversion privileges and (B) the fact that such shares of Common Stock, if any,
were issued or sold for the consideration actually received by the Company upon
such exercise plus the consideration, if any, actually received by the Company
for the issuance, sale or grant of all such rights, options, warrants or
conversion privileges whether or not exercised; provided, however, that no such
readjustment shall have the effect of decreasing the number of Warrant Shares
purchasable upon exercise of this Warrant by an amount in excess of the amount
of the adjustment initially made in respect of the issuance, sale or grant of
such rights, options, warrants or conversion privileges.

            (h) In case any event shall occur as to which the other provisions
of this Section 3 are not strictly applicable but as to which the failure to
make any adjustment would not fairly protect the purchase rights represented by
this Warrant in accordance with the essential intent and principles hereof then,
in each such case, the Board of Directors shall in good faith determine the
adjustment, if any, on a basis consistent with the essential intent and
principles established herein, necessary to preserve the purchase rights
represented by the Warrants. Upon such determination, the Company will promptly
mail a copy thereof to the Holder of this Warrant and shall make the adjustments
described therein.

            (i) Except as may be set forth in this Section 3, no adjustment in
the Per Share Warrant Price or the number and kind of shares of Common Stock
receivable upon exercise of this Warrant shall be required in the case of the
issuance by the Company of any shares of Common Stock, including, without
limitation, pursuant to the exercise of any stock options or warrants.


                                       8
<PAGE>

            4. Fully Paid Stock; Taxes. The shares of Common Stock represented
by each and every certificate for Warrant Shares delivered upon the exercise of
this Warrant shall at the time of such delivery, be duly authorized, validly
issued and outstanding, fully paid and nonassessable, and not subject to
preemptive rights or rights of first refusal, and the Company will take all such
actions as may be necessary to assure that the par value, if any, per Warrant
Share is at all times equal to or less than the then Per Share Warrant Price.
The Company shall pay all documentary, stamp or similar taxes and other similar
governmental charges that may be imposed with respect to the issuance or
delivery of any Warrant Shares (other than income taxes); provided, however,
that if any Warrant Shares are to be delivered in a name other than the name of
the Holder, no such delivery shall be made unless the person requesting the same
has paid to the Company the amount of transfer taxes or charges incident
thereto, if any.

            5. Registration Under Securities Act of 1933. (a) The Holder shall
have the right to participate in the registration rights granted to Holders of
Registrable Securities (as defined in the Subscription Agreement) with respect
to the Warrant Shares.

            (b) Until all of the Warrant Shares have been sold under a
registration statement declared effective by the Securities and Exchange
Commission or pursuant to Rule 144 ("Rule 144") promulgated under the Securities
Act of 1933 (the "Act") the Company shall use its reasonable efforts to file
with the Securities and Exchange Commission all current reports and the
information as may be necessary to enable the Holder to effect sales of its
shares in reliance upon Rule 144.

            6. Investment Intent; Limited Transferability. (a) The Holder, by
acceptance of this Warrant, represents and warrants that it understands that
this Warrant and any securities obtainable upon exercise of this Warrant have
not been registered for sale under the Act or any state securities or blue sky
laws and are being offered and sold to the Holder pursuant to one or more
exemptions from the registration requirements of the Act and any applicable
state securities or blue sky laws and regulations. In the absence of an
effective registration under the Act or any applicable state securities or blue
sky laws or regulations, or an exemption therefrom, any certificates for such
securities shall bear the legend set forth on the first page hereof. The Holder
understands that it must bear the economic risk of its investment in this
Warrant and any securities obtainable upon exercise of this Warrant for an
indefinite period of time, as this Warrant has not been, and such securities may
not be, registered under the Act or any state securities or blue sky laws and,
therefore, cannot be sold unless subsequently registered under such laws, unless
exemptions from such registrations are available.

            (b) The Holder, by its acceptance of this Warrant, represents to the
Company that it is acquiring this Warrant and will acquire any securities
obtainable upon exercise of this Warrant for its own account for investment and
not with a view to, or for sale in connection with, any distribution thereof in
violation of the Act. The Holder agrees that this Warrant and any such
securities will not be sold or otherwise transferred unless (i) a registration
statement with respect to such transfer is effective under the Act and any
applicable state securities or blue sky laws or (ii) such sale or transfer is
made pursuant to one or more exemptions from the Act or any applicable state
securities or blue sky laws or regulations.


                                       9
<PAGE>

            (c) In addition to the limitations set forth in Section 1 and in the
Subscription Agreement, the Holder agrees, acknowledges and understands that
this Warrant may not be sold, transferred, assigned or hypothecated by the
Holder except in compliance with the provisions of the Act and any applicable
state securities or blue sky laws, and is so transferable only upon the books of
the Company which it shall cause to be maintained for such purpose. The Company
may treat the registered Holder of this Warrant as it appears on the Company's
books at any time as the Holder for all purposes. The Company shall permit any
Holder of this Warrant or its duly authorized attorney, upon written request
during ordinary business hours, to inspect and copy or make extracts from its
books showing the registered holders of Warrants. All Warrants issued upon the
transfer or assignment of this Warrant will be dated the same date as this
Warrant, and all rights of the holder thereof shall be identical to those of the
Holder.

            (d) The Holder agrees and acknowledges that, in connection with its
purchase of this Warrant, it has been afforded the opportunity to (i) ask such
questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of this
Warrant or the exercise of this Warrant and (ii) request such additional
information which the Company possesses or can acquire without unreasonable
effort or expense.

            (e) The Holder represents and warrants that, in connection with its
purchase of this Warrant, it did not (i) receive or review any advertisement,
article, notice or other communication published in a newspaper or magazine or
similar media or broadcast over television or radio, whether closed circuit, or
generally available, (ii) receive or review any other form of general
solicitation or general advertisement or (iii) attend any seminar, meeting or
investor or other conference whose attendees were, to the Holder's knowledge,
invited by any general solicitation or general advertising.

            (f) The Holder represents and warrants that it is an "accredited
investor" within the meaning of Regulation D promulgated under the Act and that
it is acquiring the Warrants for its own account and not with a present view to,
or for sale in connection with, any distribution thereof in violation of the
registration requirements of the Act, without prejudice, however, to such
Holder's right, subject to the provisions of the Subscription Agreement and this
Warrant, at all times to sell or otherwise dispose of all or part of this
Warrant and the Warrant Shares.

            (g) Either by reason of the Holder's business or financial
experience or the business or financial experience of its professional advisors
(who are unaffiliated with and who are not compensated by the Company or any
affiliate, finder or selling agent of the Company, directly or indirectly), the
Holder has the capacity to protect the Holder's interests in connection with the
transactions contemplated by this Warrant and the Subscription Agreement.

            7. Optional Redemption. In the event that the average closing bid
price for any 20 out of 30 consecutive trading days is at least $3.00 per share
(the "Redemption Price"), the Company shall be entitled to redeem the Warrants,
or any of them, at a per Warrant price equal to $0.001, upon 30-days' written
notice to the Holder. Upon the expiration of such 30 day period, all Warrants
noticed for redemption that have not theretofore been exercised by the Holder
shall, upon payment of the aggregate price therefore, cease to represent the
right to purchase any shares of Common Stock and shall be deemed automatically


                                       10
<PAGE>

cancelled, and shall be null and void and of no further force or effect without
any act or deed on the part of the Company. The Holder undertakes to return the
certificate representing any redeemed Warrants to the Company upon their
redemption and to indemnify the Company with respect to any losses, claims,
damages, expenses or liabilities arising from the Holder's failure to return
such certificate. In the event the certificate so returned represents a number
of Warrants in excess of the number being redeemed, the Company shall as
promptly as practicable issue to the Holder a new certificate for the number of
unredeemed Warrants.

            8. Loss, Etc., of Warrant. Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant, and
of indemnity reasonably satisfactory to the Company, if lost, stolen or
destroyed, and upon surrender and cancellation of this Warrant, if mutilated,
the Company shall execute and deliver to the Holder a new Warrant of like date,
tenor and denomination.

            9. Warrant Holder Not Stockholder. This Warrant does not confer upon
the Holder any right to vote on or consent to or receive notice as a stockholder
of the Company, as such, in respect of any matters whatsoever, nor any other
rights or liabilities as a stockholder, prior to the exercise hereof; this
Warrant does, however, require certain notices to Holders as set forth herein.

            10. Communication. No notice or other communication under this
Warrant shall be effective unless, but any notice or other communication shall
be effective and shall be deemed to have been given if, the same is in writing
and is mailed by first-class mail, postage prepaid, addressed to:

            (a) the Company at NovaDel Pharma Inc., 25 Minneakoning Road,
Flemington, New Jersey 08822, Attn: Chief Executive Officer, or such other
address as the Company has designated in writing to the Holder; or

            (b) the Holder at [ ], Attn: [ ] or other such address as the Holder
has designated in writing to the Company.

            11. Headings. The headings of this Warrant have been inserted as a
matter of convenience and shall not affect the construction hereof.

            12. Applicable Law. This Warrant shall be governed by and construed
in accordance with the laws of the State of Delaware without giving effect to
the principles of conflicts of law thereof.

            13. Amendment, Waiver, Etc. Except as expressly provided herein,
neither this Warrant nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought;
provided, however, that any provisions hereof may be amended, waived, discharged
or terminated upon the written consent of the Company and the Majority of the
Holders.


                                       11
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed this [ ] day of [ ], 2003.

                                        NOVADEL PHARMA INC.


                                        By:
                                            ------------------------------------
                                        Name:  Gary A. Shangold, M.D.
                                        Title: President and
                                               Chief Executive Officer


                                       12
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED _______________ hereby sells, assigns and
transfers unto ____________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint
_____________________, attorney, to transfer said Warrant on the books of
NovaDel Pharma Inc. (the "Company"). As a condition to this assignment, the
Holder acknowledges that its assignee must deliver a written instrument to the
Company that the representations and warranties of Section 6 of the Warrant are
true and correct as of the date hereof as if they had been made by such assignee
on such date with respect to the Warrants.


Dated:_______________                       Signature:____________________
                                            Address:______________________
                                                    ______________________

                               PARTIAL ASSIGNMENT

            FOR VALUE RECEIVED _______________ hereby assigns and transfers unto
____________________ the right to purchase _______ shares of the Common Stock,
par value $.001 per share, of NovaDel Pharma Inc. (the "Company"), as set forth
in the foregoing Warrant, and a proportionate part of said Warrant and the
rights evidenced thereby, and does irrevocably constitute and appoint
____________________, attorney, to transfer that part of said Warrant on the
books of the Company. As a condition to this assignment, the Holder acknowledges
that its assignee must deliver a written instrument to the Company that the
representations and warranties of Section 6 of the Warrant are true and correct
as of the date hereof as if they had been made by such assignee on such date
with respect to the Warrants.


Dated:_______________                       Signature:____________________
                                            Address:______________________
                                                    ______________________

<PAGE>

                                  SUBSCRIPTION

            The undersigned, ___________________, pursuant to the provisions of
the foregoing Warrant, hereby elects to exercise such Warrant by agreeing to
subscribe for and purchase ____________________ shares (the "Warrant Shares") of
Common Stock, par value $.001 per share, of NovaDel Pharma Inc. (the "Company"),
and hereby makes payment of $___________ by certified or official bank check in
payment of the exercise price therefor.

            As a condition to this subscription, the undersigned hereby
represents and warrants to the Company that the representations and warranties
of Section 6 of the Warrant are true and correct as of the date hereof as if
they had been made on such date with respect to the Warrant Shares. The
undersigned further acknowledges that the sale, transfer, assignment or
hypothecation of the Warrant Shares to be issued upon exercise of this Warrant
is subject to the terms and conditions contained in Sections 1 and 6 of this
Warrant.


Dated:_______________                       Signature:____________________
                                            Address:______________________
                                                    ______________________