Exhibit
        10.14

       

      STOCK
        PURCHASE AGREEMENT

       

      THIS
        STOCK PURCHASE AGREEMENT (this “Agreement”),
        dated
        as of September 17, 2007, is made by and between Transdel Pharmaceuticals,
        Inc., a Delaware corporation (“Seller”),
        and
        Rolf Harms (“Buyer”).

       

      RECITALS

       

      A. Seller
        owns one thousand (1,000) shares of common stock, $0.001 par value per share
        (the “Shares”)
        of
        Bywater Resources Holdings Inc., a Delaware corporation (the “Company”),
        which
        shares constitute, as of the date hereof, all of the issued and outstanding
        capital stock of the Company.

       

      B. Buyer
        holds 5,550,000 shares of common stock, $0.001 par value per share, of Seller
        (the “Purchase
        Price Shares”),
        and
        Buyer has agreed to transfer such shares back to Seller for immediate
        cancellation (the “Repurchase”).

       

      C. In
        connection with the Repurchase, Buyer wishes to acquire from Seller, and
        Seller
        wishes to transfer to Buyer, the Shares, upon the terms and subject to the
        conditions set forth herein.

       

      Accordingly,
        the parties hereto agree as follows:

       

      1. Purchase
        and Sale of Stock.
        

       

      (a) Purchased
        Shares.
        Subject
        to the terms and conditions provided below, Seller shall sell and transfer
        to
        Buyer and Buyer shall purchase from Seller, on the Closing Date (as defined
        in
        Section 1(c)), all of the Shares.

       

      (b) Purchase
        Price.
        The
        purchase price for the Shares shall be the transfer and delivery by Buyer
        to
        Seller of the Purchase Price Shares, deliverable as provided in Section
        2(b).

       

      (c) Closing.
        The
        closing of the transactions contemplated in this Agreement (the “Closing”)
        shall
        take place as soon as practicable following the execution of this Agreement.
        The
        date on which the Closing occurs shall be referred to herein as the Closing
        Date
        (the “Closing
        Date”).

       

      2. Closing.

       

      (a) Transfer
        of Shares.
        At the
        Closing, Seller shall deliver to Buyer certificates representing the Shares,
        duly endorsed to Buyer or as directed by Buyer, which delivery shall vest
        Buyer
        with good and marketable title to all of the issued and outstanding shares
        of
        capital stock of the Company, free and clear of all liens and
        encumbrances.

       

      (b)
        Payment
        of Purchase Price.
        At the
        Closing, Buyer shall deliver to Seller a certificate or certificates
        representing the Purchase Price Shares duly endorsed to Seller, which delivery
        shall vest Seller with good and marketable title to the Purchase Price Shares,
        free and clear of all liens and encumbrances.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3. Representations
        and Warranties of Seller.
        Seller
        represents and warrants to Buyer as of the date hereof as follows:

       

      (a) Corporate
        Authorization; Enforceability.
        The
        execution, delivery and performance by Seller of this Agreement is within
        the
        corporate powers and has been, duly authorized by all necessary corporate
        action
        on the part of Seller. This Agreement has been duly executed and delivered
        by
        Seller and constitutes the valid and binding agreement of Seller, enforceable
        against Seller in accordance with its terms, except to the extent that its
        enforceability may be subject to applicable bankruptcy, insolvency,
        reorganization, moratorium and similar Laws affecting the enforcement of
        creditors’ rights generally and by general equitable principles.

       

      (b) Governmental
        Authorization.
        The
        execution, delivery and performance by Seller of this Agreement requires
        no
        consent, approval, Order, authorization or action by or in respect of, or
        filing
        with, any Governmental Authority.

       

      (c) Non-Contravention;
        Consents.
        The
        execution, delivery and performance by Seller of this Agreement and the
        consummation of the transactions contemplated hereby do not (i) violate the
        certificate of incorporation or bylaws of Seller or (ii) violate any applicable
        Law or Order.

       

      4. Representations
        and Warranties of Buyer.
        Buyer
        represents and warrants to Seller as of the date hereof as follows:

       

      (a) Enforceability.
        The
        execution, delivery and performance by Buyer of this Agreement are within
        Buyer’s powers. This Agreement has been duly executed and delivered by Buyer and
        constitutes the valid and binding agreement of Buyer, enforceable against
        Buyer
        in accordance with its terms, except to the extent that its enforceability
        may
        be subject to applicable bankruptcy, insolvency, reorganization, moratorium
        and
        similar laws affecting the enforcement of creditors' rights generally and
        by
        general equitable principles.

       

      (b) Governmental
        Authorization.
        The
        execution, delivery and performance by Buyer of this Agreement require no
        consent, approval, Order, authorization or action by or in respect of, or
        filing
        with, any Governmental Authority.

       

      (c) Non-Contravention;
        Consents.
        The
        execution, delivery and performance by Buyer of this Agreement, and the
        consummation of the transactions contemplated hereby do not violate any
        applicable Law or Order.

       

      
        
          
          

        

        
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      (d) Purchase
        for Investment.
        Buyer
        is financially able to bear the economic risks of acquiring an interest in
        the
        Company and the other transactions contemplated hereby, and have no need
        for
        liquidity in this investment. Buyer has such knowledge and experience in
        financial and business matters in general, and with respect to businesses
        of a
        nature similar to the business of the Company, so as to be capable of evaluating
        the merits and risks of, and making an informed business decision with regard
        to, the acquisition of the Shares. Buyer is acquiring the Shares solely for
        their own account and not with a view to or for resale in connection with
        any
        distribution or public offering thereof, within the meaning of any applicable
        securities laws and regulations, unless such distribution or offering is
        registered under the Securities Act of 1933, as amended (the “Securities
        Act”),
        or an
        exemption from such registration is available. Buyer has (i) received all
        the
        information they have deemed necessary to make an informed investment decision
        with respect to the acquisition of the Shares, (ii) had an opportunity to
        make
        such investigation as she has desired pertaining to the Company and the
        acquisition of an interest therein, and to verify the information which is,
        and
        has been, made available to her and (iii) had the opportunity to ask questions
        of Seller concerning the Company. Buyer has received no public solicitation
        or
        advertisement with respect to the offer or sale of the Shares. Buyer realizes
        that the Shares are “restricted securities” as that term is defined in Rule 144
        promulgated by the Securities and Exchange Commission under the Securities
        Act,
        the resale of the Shares is restricted by federal and state securities laws
        and,
        accordingly, the Shares must be held indefinitely unless their resale is
        subsequently registered under the Securities Act or an exemption from such
        registration is available for their resale. Buyer understands that any resale
        of
        the Shares by her must be registered under the Securities Act (and any
        applicable state securities law) or be effected in circumstances that, in
        the
        opinion of counsel for the Company at the time, create an exemption or otherwise
        do not require registration under the Securities Act (or applicable state
        securities laws). Buyer acknowledges and consents that certificates now or
        hereafter issued for the Shares will bear a legend substantially as
        follows:

       

      THE
        SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER
        ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR
        INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
        EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
        QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH
        REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE
        SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES
        ACT
        AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER
        OF
        THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS
        TO THE
        AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR
        SUCH
        OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL
        NOT
        VIOLATE THE SECURITIES LAWS.

       

      Buyer
        understands that the Shares are being sold to her pursuant to the exemption
        from
        registration contained in Section 4(1) of the Securities Act and that Seller
        is
        relying upon the representations made herein as one of the bases for claiming
        the Section 4(1) exemption. 

       

      (e) Liabilities.
        Following the Closing, Seller will have no debts, liabilities or obligations
        relating to the Company or its business or activities, whether before or
        after
        the Closing, and there are no outstanding guaranties, performance or payment
        bonds, letters of credit or other contingent contractual obligations that
        have
        been undertaken by Seller directly or indirectly in relation to the Company
        or
        its business and that may survive the Closing. 

       

      
        
          
          

        

        
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      (f) Title
        to Purchase Price Shares.
        Buyer
        is the sole record and beneficial owners of the Purchase Price Shares. At
        Closing, Buyer will have good and marketable title to the Purchase Price
        Shares,
        which Purchase Price Shares are, and at the Closing will be, free and clear
        of
        all options, warrants, pledges, claims, liens and encumbrances, and any
        restrictions or limitations prohibiting or restricting transfer to Seller,
        except for restrictions on transfer as contemplated by applicable securities
        laws.

       

      (g) Capitalization.
        As of
        the date hereof, Seller owns the Shares, which interests represent 100% of
        the
        authorized, issued and outstanding capital stock of the Company. The Shares
        are
        duly authorized, validly issued, fully-paid, non-assessable and free and
        clear
        of any Liens.

       

      5. Indemnification
        and Release.
        

       

      (a) Indemnification.
        Buyer
        covenants and agrees to indemnify, defend, protect and hold harmless Seller,
        and
        its officers, directors, employees, stockholders, agents, representatives
        and
        affiliates (collectively, together with Seller, the “Seller
        Indemnified Parties”)
        at all
        times from and after the date of this Agreement from and against all losses,
        liabilities, damages, claims, actions, suits, proceedings, demands, assessments,
        adjustments, costs and expenses (including specifically, but without limitation,
        reasonable attorneys’ fees and expenses of investigation), whether or not
        involving a third party claim and regardless of any negligence of any Seller
        Indemnified Party (collectively, “Losses”),
        incurred by any Seller Indemnified Party as a result of or arising from (i)
        any
        breach of the representations and warranties of Buyer set forth herein or
        in
        certificates delivered in connection herewith, (ii) any breach or nonfulfillment
        of any covenant or agreement on the part of Buyer under this Agreement, (iii)
        any debt, liability or obligation of the Company, whether incurred or arising
        prior to the date hereof or after, (iv) any debt, liability or obligation
        of
        Seller for actions taken prior to that certain merger by and between Seller
        and
        Trans-Pharma Corporation, a Nevada corporation (the “Merger”),
        including, without limitation, any amounts due or owing to any former officer,
        director or Affiliate of Seller, (v) the conduct and operations of the business
        of the Company whether before or after the Closing, (vi) claims asserted
        against
        the Company whether arising before or after the Closing, or (vii) any federal
        or
        state income tax payable by Seller and attributable to the transaction
        contemplated by this Agreement or activities prior to the Merger or with
        respect
        to the Company after the Merger.

       

      (b) Third
        Party Claims.

       

      (i) If
        any
        claim or liability (a “Third-Party
        Claim”)
        should
        be asserted against any of the Seller Indemnified Parties (the “Indemnitee”)
        by a
        third party after the Closing for which Buyer has an indemnification obligation
        under the terms of Section 5(a), then the Indemnitee shall notify Buyer (the
        “Indemnitor”)
        within
        20 days after the Third-Party Claim is asserted by a third party (said
        notification being referred to as a “Claim
        Notice”)
        and
        give the Indemnitor a reasonable opportunity to take part in any examination
        of
        the books and records of the Indemnitee relating to such Third-Party Claim
        and
        to assume the defense of such Third-Party Claim and in connection therewith
        and
        to conduct any proceedings or negotiations relating thereto and necessary
        or
        appropriate to defend the Indemnitee and/or settle the Third-Party Claim.
        The
        expenses (including reasonable attorneys’ fees) of all negotiations,
        proceedings, contests, lawsuits or settlements with respect to any Third-Party
        Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume
        the
        defense of any Third-Party Claim in writing within 20 days after the Claim
        Notice of such Third-Party Claim has been delivered, through counsel reasonably
        satisfactory to Indemnitee, then the Indemnitor shall be entitled to control
        the
        conduct of such defense, and shall be responsible for any expenses of the
        Indemnitee in connection with the defense of such Third-Party Claim so long
        as
        the Indemnitor continues such defense until the final resolution of such
        Third-Party Claim. The Indemnitor shall be responsible for paying all
        settlements made or judgments entered with respect to any Third-Party Claim
        the
        defense of which has been assumed by the Indemnitor. Except as provided in
        subsection (ii) below, both the Indemnitor and the Indemnitee must approve
        any
        settlement of a Third-Party Claim. A failure by the Indemnitee to timely
        give
        the Claim Notice shall not excuse Indemnitor from any indemnification liability
        except only to the extent that the Indemnitor is materially and adversely
        prejudiced by such failure.

       

      
        
          
          

        

        
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      (ii) If
        the
        Indemnitor shall not agree to assume the defense of any Third-Party Claim
        in
        writing within 20 days after the Claim Notice of such Third-Party Claim has
        been
        delivered, or shall fail to continue such defense until the final resolution
        of
        such Third-Party Claim, then the Indemnitee may defend against such Third-Party
        Claim in such manner as it may deem appropriate and the Indemnitee may settle
        such Third-Party Claim, in its sole discretion, on such terms as it may deem
        appropriate. The Indemnitor shall promptly reimburse the Indemnitee for the
        amount of all settlement payments and expenses, legal and otherwise, incurred
        by
        the Indemnitee in connection with the defense or settlement of such Third-Party
        Claim. If no settlement of such Third-Party Claim is made, then the Indemnitor
        shall satisfy any judgment rendered with respect to such Third-Party Claim
        before the Indemnitee is required to do so, and pay all expenses, legal or
        otherwise, incurred by the Indemnitee in the defense against such Third-Party
        Claim.

       

      (c) Non-Third-Party
        Claims.
        Upon
        discovery of any claim for which Buyer has an indemnification obligation
        under
        the terms of this Section 5 which does not involve a claim by a third party
        against the Indemnitee, the Indemnitee shall give prompt notice to Buyer
        of such
        claim and, in any case, shall give Buyer such notice within 30 days of such
        discovery. A failure by Indemnitee to timely give the foregoing notice to
        Buyer
        shall not excuse Buyer from any indemnification liability except to the extent
        that Buyer is materially and adversely prejudiced by such failure.

       

      (d) Release.
        Buyer,
        on behalf of herself and her Related Parties, hereby releases and forever
        discharges Seller and its individual, joint or mutual, past and present
        representatives, Affiliates, officers, directors, employees, agents, attorneys,
        stockholders, controlling persons, subsidiaries, successors and assigns
        (individually, a “Releasee”
and
        collectively, “Releasees”)
        from
        any and all claims, demands, proceedings, causes of action, orders, obligations,
        contracts, agreements, debts and liabilities whatsoever, whether known or
        unknown, suspected or unsuspected, both at law and in equity, which Buyer
        or any
        of her Related Parties now have or have ever had against any Releasee. Buyer
        hereby irrevocably covenants to refrain from, directly or indirectly, asserting
        any claim or demand, or commencing, instituting or causing to be commenced,
        any
        proceeding of any kind against any Releasee, based upon any matter released
        hereby. “Related
        Parties”
shall
        mean, with respect to Buyer, (i) any Person that directly or indirectly
        controls, is directly or indirectly controlled by, or is directly or indirectly
        under common control with Buyer, (ii) any Person in which Buyer holds a Material
        Interest or (iii) any Person with respect to which Buyer serves as a general
        partner or a trustee (or in a similar capacity). For purposes of this
        definition, “Material
        Interest”
shall
        mean direct or indirect beneficial ownership (as defined in Rule 13d-3 under
        the
        Securities Exchange Act of 1934, as amended) of voting securities or other
        voting interests representing at least ten percent (10%) of the outstanding
        voting power of a Person or equity securities or other equity interests
        representing at least ten percent (10%) of the outstanding equity securities
        or
        equity interests in a Person.

       

      
        
          
          

        

        
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      (e) Waiver.
        Buyer
        understands and agrees that all of his rights, if any, under California Civil
        Code Section 1542 are expressly waived. Buyer understand that Section 1542
        provides as follows:

      


      A
        general
        release does not extend to claims that a creditor does not know or suspect
        to
        exist in his favor at the time of executing the release, which if known by
        him,
        must have materially affected his settlement with the debtor.

      


      Buyer
        understands that waiving his rights under California Civil Code Section 1542
        means that even if he should eventually suffer some damage arising out of
        his
        employment or relationship with Seller, that he will not be able to make
        any
        claim for those damages, even as to claims which may now exist, but which
        he
        does not know exist, and which if known would have affected his decision
        to sign
        this Agreement.

       

      6. Definitions.
        As used
        in this Agreement:

       

      (a) “Affiliate”
means,
        with respect to any Person, any other Person directly or indirectly controlling,
        controlled by or under common control with the first Person. For the purposes
        of
        this definition, “Control,”
when
        used with respect to any Person, means the possession, directly or indirectly,
        of the power to (i) vote 10% or more of the securities having ordinary voting
        power for the election of directors (or comparable positions) of such Person
        or
        (ii) direct or cause the direction of the management and policies of such
        Person, whether through the ownership of voting securities, by contract or
        otherwise, and the terms “Controlling”
and
        “Controlled”
have
        meanings correlative to the foregoing;

       

      (b) “Governmental
        Authority”
means
        any domestic or foreign governmental or regulatory authority;

       

      (c) “Law”
means
        any federal, state or local statute, law, rule, regulation, ordinance, code,
        Permit, license, policy or rule of common law;

       

      (d) “Lien”
means,
        with respect to any property or asset, any mortgage, lien, pledge, charge,
        security interest, encumbrance or other adverse claim of any kind in respect
        of
        such property or asset. For purposes of this Agreement, a Person will be
        deemed
        to own, subject to a Lien, any property or asset which it has acquired or
        holds
        subject to the interest of a vendor or lessor under any conditional sale
        agreement, capital lease or other title retention agreement relating to such
        property or asset;

       

      
        
          
          

        

        
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      (e) “Order”
means
        any judgment, injunction, judicial or administrative order or
        decree;

       

      (f) “Permit”
means
        any government or regulatory license, authorization, permit, franchise, consent
        or approval; and

       

      (h) “Person”
means
        an individual, corporation, partnership, limited liability company, association,
        trust or other entity or organization, including a government or political
        subdivision or an agency or instrumentality thereof.

       

      7. Miscellaneous.

       

      (a) Counterparts.
        This
        Agreement may be signed in any number of counterparts, each of which will
        be
        deemed an original but all of which together shall constitute one and the
        same
        instrument.

       

      (b) Amendments
        and Waivers.
        

       

      (i) Any
        provision of this Agreement may be amended or waived if, but only if, such
        amendment or waiver is in writing and is signed, in the case of an amendment,
        by
        each party to this Agreement, or in the case of a waiver, by the party against
        whom the waiver is to be effective.

       

      (ii) No
        failure or delay by any party in exercising any right, power or privilege
        hereunder will operate as a waiver thereof nor will any single or partial
        exercise thereof preclude any other or further exercise thereof or the exercise
        of any other right, power or privilege. The rights and remedies herein provided
        will be cumulative and not exclusive of any rights or remedies provided by
        Law.

       

      (c) Successors
        and Assigns.
        The
        provisions of this Agreement will be binding upon and inure to the benefit
        of
        the parties hereto and their respective successors and assigns; provided
        that no
        party may assign, delegate or otherwise transfer (including by operation
        of Law)
        any of its rights or obligations under this Agreement without the consent
        of
        each other party hereto.

       

      (d) No
        Third Party Beneficiaries.
        This
        Agreement is for the sole benefit of the parties hereto and their permitted
        successors and assigns and nothing herein expressed or implied will give
        or be
        construed to give to any Person, other than the parties hereto, those referenced
        in Section 5 above, and such permitted successors and assigns, any legal
        or
        equitable rights hereunder.

       

      (e) Governing
        Law.
        This
        Agreement will be governed by, and construed in accordance with, the internal
        substantive law of the State of Delaware.

       

      (f) Headings.
        The
        headings in this Agreement are for convenience of reference only and will
        not
        control or affect the meaning or construction of any provisions
        hereof.

       

      
        
          
          

        

        
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      (g) Entire
        Agreement.
        This
        Agreement constitutes the entire agreement among the parties with respect
        to the
        subject matter of this Agreement. This Agreement supersedes all prior agreements
        and understandings, both oral and written, between the parties with respect
        to
        the subject matter hereof of this Agreement.

       

      (h) Severability.
        If any
        provision of this Agreement or the application of any such provision to any
        Person or circumstance is held invalid, illegal or unenforceable in any respect
        by a court of competent jurisdiction, the remainder of the provisions of
        this
        Agreement (or the application of such provision in other jurisdictions or
        to
        Persons or circumstances other than those to which it was held invalid, illegal
        or unenforceable) will in no way be affected, impaired or invalidated, and
        to
        the extent permitted by applicable Law, any such provision will be restricted
        in
        applicability or reformed to the minimum extent required for such provision
        to
        be enforceable. This provision will be interpreted and enforced to give effect
        to the original written intent of the parties prior to the determination
        of such
        invalidity or unenforceability.

       

      (i) Notices.
        Any notice, request or other communication hereunder shall be given in writing
        and shall be served either personally, by overnight delivery or delivered
        by
        mail, certified return receipt and addressed to the following
        addresses:

      


      
        	(a)	
                If
                  to Buyer:

              


      

       

      Rolf
        Harms

      300
        Park
        Avenue, Suite 1700

      New
        York,
        NY 10022

      


      With
        a
        copy to:

      


      Anslow
        & Jaclin, LLP

      195
        Route
        9 South, Suite 204

      Manalapan,
        New Jersey 07726

      Attention:
        Gregg Jaclin, Esq.

      


      
        	(b)	
                If
                  to Seller:

              


      

      


      Transdel
        Pharmaceuticals, Inc.

      4225
        Executive Square

      Suite
        460

      La
        Jolla,
        CA 92037

      Attn:
        Juliet Singh, Ph.D.

      


      With
        a
        copy to:

      


      Haynes
        and Boone, LLP

      153
        East
        53rd Street

      Suite
        4900

      New
        York,
        New York 10022

      Attention:
        Harvey J. Kesner, Esq.

       

      
        
          
          

        

        
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      and

       

      Foley
        & Lardner LLP

      402
        West
        Broadway

      Suite
        2100

      San
        Diego, California 92101

      Attention:
        Adam C. Lenain, Esq.

      


      [Signature
        Page Follows]

       

      
        
          
          

        

        
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      [SIGNATURE
        PAGE TO STOCK PURCHASE AGREEMENT]

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
        executed and delivered, effective as of the date first above
        written.

       

      
        	
                TRANSDEL
                  PHARMACEUTICALS, INC.

              
	 	 
	
                By: 

              	
                /s/
                  Juliet Singh, Ph.D.

              
	 	
                Juliet
                  Singh, Ph.D.

              
	 	
                Chief
                  Executive Officer

              
	 	 
	/s/
                Rolf Harms
	Rolf
                Harms