Exhibit
10.27
AMENDMENT NO. 2
TO
LICENSE AND DEVELOPMENT
AGREEMENT
THIS
AMENDMENT NO. 2 TO LICENSE AND DEVELOPMENT
AGREEMENT (this
“ Amendment ”), dated as of May 15,
2006, is entered into by and between NovaDel Pharma,
Inc. , a Delaware corporation (“
NovaDel ”), and Hana Biosciences,
Inc. , a Delaware corporation (the “
Licensee ”). NovaDel and Licensee each may be
referred to herein individually as a “ Party
,” or collectively as the “ Parties
.”
WHEREAS, the Parties entered into that certain License
and Development Agreement dated October 26, 2004, as amended on
August 8, 2005 (the “ Agreement ”),
pursuant to which Licensee licensed from NovaDel certain exclusive
rights to develop and commercialize a pharmaceutical product
containing ondansetron as an active ingredient that will be
administered to humans using the Technology on the terms and
conditions set forth in the Agreement;
WHEREAS , the Agreement provided that NovaDel would
retain rights to certain “Information and Inventions”
(as such terms are defined in the Agreement) conceived or developed
following the date of the Agreement;
WHEREAS , the terms Information and Invention were not
limited in scope to merely information and inventions relating to
the Licensed Process, Licensed Product(s) or Licensed Technology,
but to any information or inventions subsequently discovered by the
parties, even if outside the scope of the Agreement; and
WHEREAS, the parties desire to amend the Agreement to
clarify the parties’ intentions with regard to the meanings
of the terms Information and Inventions.
NOW, THEREFORE, in consideration of the foregoing
premises, the mutual promises and covenants of the Parties
contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Parties hereto, intending to be legally bound, do hereby agree as
follows:
1.
Definition of Information and
Inventions . Section 1.5
of the Agreement shall be amended and