UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 16, 2012 NOVADEL PHARMA INC. (Exact Name of Registrant as Specified in Its Charter)

WASHINGTON, DC 20549


Delaware	001-32177	22-2407152
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 12, 2012

NOVADEL PHARMA INC. (Exact Name of Registrant as Specified in Its Charter)

Delaware	001-32177	22-2407152
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation or organization)		Identification No.)

1200 Route 22 East, Suite 2000
Bridgewater, NJ 08807
(Address of principal executive offices) (Zip Code)

(908) 203-4640
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.02. ~~Departure~~Termination of ~~Directors~~a orMaterial ~~Certain Officers;~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Mark~~As ~~Baric~~previously disclosed, ~~Thomas~~on ~~Bonney~~July ~~and~~31, ~~Charles Nemeroff~~2007, MNovaDel Pharma Inc.D., ~~have~~a ~~resigned~~Delaware corporation as(the ~~members~~“Company”), ofentered ~~the~~into ~~Board~~an Amended and Restated License and ofDevelopment ~~Directors~~Agreement (the “~~Board~~License and Development Agreement”) ofwith ~~NovaDel~~Talon Therapeutics, ~~Pharma~~Inc. (formerly Hana Biosciences, Inc.), a Delaware corporation ~~(the~~ (“~~Company~~Talon”), ~~effective~~and ~~January~~a ~~12,~~Product ~~2012.~~Development ~~The~~and ~~Board~~Commercialization ofSublicense Agreement (the ~~Company~~“Product ~~accepted~~Development ~~the notices~~Agreement”, ofand ~~resignation~~together ~~from~~with ~~Mr.~~the ~~Baric,~~License ~~Mr. Bonney~~ and Development ~~Dr. Nemeroff~~Agreement, ~~which~~the ~~are attached~~“Agreements”) aswith ~~Exhibits~~Talon ~~hereto~~ and ~~incorporated~~Par ~~herein by reference~~Pharmaceutical Companies, ~~from their positions~~Inc., ~~effective~~a ~~January~~Delaware 12corporation (“Par”), ~~2012.~~pursuant ~~The~~to ~~Company~~which ~~notes~~Talon granted ~~that~~a ~~the~~non-transferable, ~~resignations of~~non-sublicenseable, ~~Mr. Baric~~royalty-bearing, ~~Mr.~~exclusive sublicense ~~Bonney~~to ~~and~~Par ~~Dr.~~to ~~Nemeroff~~develop ~~were~~and ~~not~~commercialize the ~~result~~Company’s oforal ~~any~~spray version ~~disagreement~~of ~~with~~ondansetron (the ~~Company~~“Product”), ~~relating~~a toleading ~~the~~anti-emetic ~~Company’s~~for ~~operations,~~preventing chemotherapy-induced ~~policies~~nausea ~~or practices.~~and vomiting.

~~Item~~ Pursuant to 5the Agreements, Par was responsible for all development, regulatory, manufacturing and commercialization activities for the Product in the United States and Canada.03 As consideration for the license and sublicense, Talon was entitled to certain milestone payments from Par upon achievement of certain developmental and commercialization events. ~~Amendments~~Talon was also entitled to certain ~~Articles~~royalty payments from Par based on the annual net sales of ~~Incorporation~~the orProduct, which ~~Bylaws;~~royalty ~~Change~~payments were to be passed through directly to the Company. However, in ~~Fiscal~~November ~~Year~~2008, Par announced it had completed bioequivalency studies on the Product with mixed results, and that it had ceased development of the Product. No royalty or milestone payments were made under the Agreements.

On January 1216, 2012, inthe ~~connection~~Company ~~with~~and Talon entered into an agreement terminating the ~~resignations~~License ofand Development Agreement (the ~~directors~~“License ~~above~~and Development Termination Agreement”), pursuant to which the ~~Board approved~~License anand ~~amendment~~Development Agreement was terminated and ~~restatement~~Talon ofis ~~the~~entitled ~~Bylaws~~to ofcertain ~~the~~royalties ~~Company.~~calculated ~~The~~as ~~amendment~~a percentage ~~reduces~~in the ~~minimum~~ ~~number~~range of ~~directors~~high teens or low twenties of amounts paid to the Company in connection with the Product on or before December 31, 2017. The Company ~~from~~has ~~three~~not toincurred ~~one~~any early termination penalties under the License and Development Agreement.

~~The~~Additionally, ~~foregoing~~on isJanuary a16, ~~summary~~2012, ~~description of~~ the ~~material amendments to the~~ Company’s, ~~Bylaws~~Talon and ~~does~~ ~~not~~Par ~~purport~~entered tointo bean ~~complete.~~agreement terminating ~~This~~the ~~description~~Product ~~should~~Development beAgreement ~~read~~(the in“Product ~~conjunction~~Development Termination ~~with~~Agreement”, ~~the~~and ~~complete~~together ~~copy~~with of the ~~Amended~~License and ~~Restated~~Development Termination ~~Bylaws~~Agreement, of the ~~Company~~“Termination Agreements”), aswhereby ~~well~~each asparty agreed to terminate the ~~copy~~Product ofDevelopment ~~the~~Agreement. ~~Amended~~The ~~and~~Company ~~Restated Bylaws~~has ofnot ~~the~~incurred ~~Company~~any ~~redlined~~early totermination ~~show~~penalties ~~amended~~and there ~~text,~~are ~~attached~~no ~~hereto~~further asobligations ~~exhibits~~outstanding ~~and~~under ~~incorporated~~the ~~by reference~~Product ~~herein~~Development Agreement.

~~Item~~ The foregoing 8is a summary of the material terms of the License and Development Termination Agreement and the Product Development Termination Agreement and does not purport to be complete.~~01.~~ ~~Other~~You should ~~Events~~read the complete License and Development Termination Agreement which shall be attached as an exhibit to the Company’s next Annual Report on Form 10-K and the complete Product Development Termination Agreement which is attached hereto as Exhibit 10.1.

On January 1820, 2012, the Company issued a press release announcing ~~its continued intention to explore certain strategic transactions, providing an update regarding~~ the ~~Company’s current financial situation, and announcing its~~Termination ~~intention~~Agreements. toA ~~file~~copy ~~for bankruptcy protection by the end~~ of ~~January~~this ~~2012 if the Company~~press release is ~~unsuccessful~~furnished inas ~~promptly~~Exhibit ~~implementing a strategic transaction~~99.1.

A copy of the press release is attached hereto as Exhibit 99.1.


Item 9.01	Financial Statements and Exhibits.

	(d)	Exhibits

	Exhibit No.	Description


	10.1	Termination Agreement and Mutual Release, dated as of January 16, 2012, among NovaDel Pharma Inc., Talon Therapeutics, Inc. and Par Pharmaceutical Companies, Inc.

	99.1	Press Release of NovaDel Pharma Inc. dated January 20, 2012.

Item 9.01 Financial Statements and Exhibits.
	(d)	Exhibits
	Exhibit No.	Description
	3.1	Amended and Restated Bylaws of NovaDel Pharma Inc.
	3.2	Amended and Restated Bylaws of NovaDel Pharma Inc. (redlined to show amended text).
	17.1	Letter, dated January 12, 2012, from Mark Baric to NovaDel Pharma Inc.
	17.2	Letter, dated January 12, 2012, from Thomas Bonney to NovaDel Pharma Inc.
	17.3	Letter, dated January 12, 2012, from Charles Nemeroff, M.D. to NovaDel Pharma Inc.
	99.1	Press Release of NovaDel Pharma Inc. dated January 18, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	NovaDel Pharma Inc.

	By:	/s/ STEVEN B. RATOFF

	Name:	Steven B. Ratoff
	Title:	President, Chief Executive Officer and Interim Chief Financial Officer

Date: January 1920, 2012

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