SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION, WHICH IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THIS CORPORATION, IS AVAILABLE.

Flemington, New Jersey

FOR VALUE RECEIVED, NOVADEL PHARMA INC., a corporation incorporated under the laws of the State of Delaware (the “ Company ”), promises to pay to the order of [___________], or its registered assigns (the “ Holder ”), the Principal Amount, or such lesser amount as shall then equal the outstanding Principal Amount, together with interest thereon at a rate equal to 10% per annum, and computed on the basis of a 365-day year and the actual number of days elapsed in accordance with the terms set forth in Section 2 of this senior secured convertible promissory note (this “ Note ”).

This Note is issued pursuant to the Securities Purchase Agreement (the ” Purchase Agreement ”) dated as of May 6, 2008 between the Purchasers and the Company.

The following is a statement of the rights of the Holder and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

1.          Definitions . Capitalized terms defined in the Purchase Agreement and used herein without definition have the same meaning herein as in the Purchase Agreement. In addition, as used in this Note, the following capitalized terms have the following meanings.

(i)        any merger, consolidation, reorganization, recapitalization, or other business combination involving the Company, in which the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity following such merger, consolidation, reorganization, recapitalization or other business combination;

(ii)       the sale of all, or substantially all, of the assets of the Company to a third party not wholly owned, directly or indirectly, by the Company; or

(iii)       the approval by the Board of Directors of the Company (the “ Board ”) of a plan of complete liquidation of the Company.

(b)       “ Common Shares ” means shares of the common stock, par value $0.001 per share, of the Company.

(c)       “ Date of Issuance ” means the date of issuance of this Note by the Company under the Purchase Agreement.

(d)       “ Default Interest Rate ” means the lesser of 15% or the maximum rate allowed by applicable law.

(e)       “ Excluded Assets ” shall have the meaning set forth in the Security and Pledge Agreement.

(f)        “ Governmental Entity ” means any U.S. or non U.S. federal, state, provincial, regional, local or municipal legislative, executive or judicial department, commission, board, bureau, agency, office, tribunal, court or other instrumentality, governmental or quasi-governmental, public international organization and any applicable stock exchange or securities regulatory authority.

(g)       “ Lien ” means any lien, security interest, mortgage, pledge, charge, license, adverse claim, reversion or encumbrance of any kind, and includes conditional sales contracts, title retention agreements and capital leases.

(i)        any builder’s, mechanic’s, materialman’s, worker’s, repairman’s or other similar statutory Lien incurred in the ordinary course of business, that has not at the time been filed pursuant to applicable laws and any such Lien that, although filed, relates solely to an obligation not overdue or, if overdue, is being contested in good faith or is bonded or in respect of which the appropriate amount has been withheld in accordance with applicable laws;

(ii)       any right reserved to, or vested in, any applicable Governmental Entity by the terms of any applicable laws, any applicable authorization by a Governmental Entity, or any property interest, easement, right-of-way or servitude issued or granted by applicable laws or by any applicable authorization by a Governmental Entity, to terminate any such authorization, easement, right-of-way or servitude or to purchase, expropriate, appropriate or recapture or designate a purchaser of any property;

(iii)      any Lien for Taxes, assessment, water or sewer, or other rents or charges not at the time overdue or, if overdue, being contested in good faith;

(iv)      any Lien arising in connection with workers’ compensation, unemployment or employment insurance or other social benefits required by applicable laws not at the time overdue or, if overdue, being contested in good faith;

(v)       Liens, deposits or pledges to secure statutory obligations or performance of bids, tenders, contracts (other than for the repayment of money) or leases, in an aggregate amount not to exceed $50,000;

(vi)      involuntary Liens (including the Lien of an attachment, judgment or execution) in an aggregate amount not to exceed $10,000 and not at the time overdue or, if overdue, contested in good faith;

(ix)      licenses of Intellectual Property (as defined in the Security Agreement) granted by the Company in the ordinary course of business; and

(x)       any other Liens consented to by the Holder or approved pursuant to Section 6(b);

provided that in each case where it is in good faith contesting any obligations, Taxes or assessments as contemplated herein, (A) it shall have established to the satisfaction of the Holder (acting reasonably) a reserve in accordance with GAAP unless there is a reasonable likelihood that the amount will be required to be paid, in which case it shall establish sufficient reserve for or deposit with a court of competent jurisdiction or the assessing authority, or to such other Person as is acceptable to the Holder, acting reasonably, sufficient funds or a surety bond, for the total amount claimed to be secured by such Liens, where the application of such reserve, funds or bond would result in their discharge, and (B) such Lien shall only be a Permitted Lien for so long as such contestation effectively postpones or stays the enforcement of the rights of the holder thereof.

(i)        “ Obligations ” means the principal, interest and other amounts payable under this Note or any of the Offering Documents.

(j)        “ Permitted Existing Secured Indebtedness ” means the existing outstanding indebtedness secured by the assets under the Company’s existing capital leases as of March 31, 2008, as set forth in Schedule A to the Security and Pledge Agreement.

(k)       “ Permitted Indebtedness ” means (i) the amount permitted by (A) the Permitted Existing Secured Indebtedness and (ii) indebtedness incurred under sections (v), (vi), (vii) and (viii) under the definition of Normal Course Liens.

(l)        “ Permitted Liens ” means Liens granted pursuant to the Permitted Existing Secured Indebtedness or a Normal Course Lien.

(m)      “ Proceeding ” means any action, suit, proceeding, claim, arbitration, mediation or investigation before any Governmental Entity or before any arbitrator or mediator or similar party, or any investigation or review by any Governmental Entity or similar party.

(n)       “ Purchase Money Lien ” means a Lien incurred in the ordinary course of business only to secure the purchase price of an asset, or to secure debt used only to finance or refinance the purchase of an asset, in the aggregate amount not to exceed $50,000.

(o)       “ Security and Pledge Agreement ” means that certain security and pledge agreement dated as of May 6, 2008, by and among the Company, ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P. and ProQuest Investments III, L.P.

(a)       All unpaid principal, together with any accrued but unpaid interest and other amounts payable under this Note, shall be due and payable upon the earliest to occur of (i) when such amounts are declared due and payable by the Holder on or after the date that is 180 days after the Date of Issuance or (ii) any Change of Control (such earliest to occur shall be the “ Maturity Date ”). Interest on this Note shall be payable on the Maturity Date at the option of the Holder either (i) in lawful money of the United States of America, or (ii) by the issuance of Common Shares to the Holder in accordance with the conversion rights set forth in Section 8.

3.          Secured Obligations; Collateral . In order to secure the Company’s payment and performance of the Obligations and to secure the Company’s prompt, full and faithful performance and observance of all of the provisions under this Note and the other Offering Documents, the Company has delivered to the Holder, the Security Agreement, pursuant to which the Company has granted to the Holder as security and collateral for the payment and performance of the Obligations, a security interest in all of the property and assets of the Company, whether now existing (except for the Excluded Assets), or hereafter arising, and as more specifically described, and on the terms and conditions set forth in, the Security Agreement. The security interest granted by the Company under the Security Agreement, securing the indebtedness evidenced by this Note, including all Obligations, is senior to all other liens, security interests or encumbrances securing any other indebtedness of the Company other than the Permitted Existing Secured Indebtedness.

4.          Events of Default . The occurrence of any of the following shall constitute an “ Event of Default ” under this Note:

(a)        Failure to Pay . The Company shall fail to pay when due any principal payment on this Note, or any interest or other payment required under the terms of this Note;

(b)        American Stock Exchange Additional Listing Application . The Company shall fail to file with AMEX an Additional Listing Application with respect to the Note Shares and Warrant Shares within five weeks after the execution of the Purchase Agreement.

(c)        Breaches of Representations and Warranties . Any representation or warranty made by the Company in this Note or in any of the other Offering Documents shall not have been true in any material respect when made; provided , that if the facts or events making such representation or warranty untrue are capable of correction or cure, then the Company shall have ten Business Days after notice of the breach is delivered to the Company to correct or cure such breach;

(d)        Breaches of Other Covenants . The Company shall fail to observe or to perform any other covenant, obligation, condition or agreement contained in this Note or any other Offering Document, other than those specified in Section 4(a) and 4(b) of this Note;

(e)        Cross-Default . The Company shall default under any other agreement, bond, debenture, note or other evidence of indebtedness for money borrowed, under any guaranty or under any mortgage, or indenture pursuant to which there shall be issued or by which there shall be secured or evidenced any indebtedness for money borrowed by the Company, whether such indebtedness now exists or shall hereafter be created, including but not limited to, default under the Permitted Existing Secured Indebtedness, which default results in indebtedness of at least $100,000being due and payable prior to the date on which it would otherwise become due and payable;

(f)         Undischarged Judgment . One or more judgments for the payment of money in an amount in excess of $100,000 in the aggregate shall be rendered against the Company and shall remain undischarged for a period of ten consecutive Business Days during which execution shall not be effectively stayed, or any action is legally taken by a judgment creditor to levy upon any such judgment;

(g)        Voluntary Bankruptcy or Insolvency Proceedings . The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated in full or in part, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other Proceeding commenced against it or (vii) take any action for the purpose of effecting any of the foregoing; or

(h)        Involuntary Bankruptcy or Insolvency Proceedings . Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered, or such case or Proceeding shall not be dismissed or discharged within 30 days of commencement.

(a)       Upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Sections 4(g) or 4(h) of this Note) and at any time thereafter during the continuance of such Event of Default, the Holder may declare all outstanding Obligations payable by the Company under this Note to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained in this Note or in the other Offering Documents to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in Sections 4(g) or 4(h) of this Note, immediately and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby

expressly waived, anything contained in this Note or in the other Offering Documents to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existe